- The Event(s) named on the Front Sheet (the “Event”) is/are organised and managed by the Seller. In consideration of the payment of the fees as set out in the Front Sheet, the Seller grants the Customer the right to use the products listed on the Front Sheet (the “Products”).
- The Front Sheet, these terms and conditions and any click-through terms we make available to you during a sign-up process for a Product form the agreement between us in relation to the Products (the “Agreement”).
- For the purposes of this Agreement:
a) References to “we”, “us” and “our” are references to the Seller and references to “you” and “your” are references to the Customer;
b) Defined terms have the meaning given to them in the Front Sheet or elsewhere within these terms and conditions; and;
c) The singular includes the plural and vice versa.
- We shall provide to you and you may use the Products in accordance with the terms of this Agreement.
- We provide a platform to connect interested parties in a variety of sectors and enable businesses to network and trade at scale.
- These are the terms and conditions which govern your use of the platform on which we facilitate meetings, host events and peer group discussions between you and individuals (“Qualifying Individuals”) from organisations with an interest in the sector to which the Event relates and who identify themselves as buyers or influencers of the purchase of products or services for their organisations (the “Service”).
- You acknowledge that our platform is limited to facilitate meetings, host events and peer group discussions, and that we make no promises or warranties in terms of the success or any particular outcome of any event or meeting that we facilitate. We cannot guarantee the numbers of Qualifying Individuals at any event or their participation in a meeting. You acknowledge that we are not providing any advice or brokering any services on your behalf. You acknowledge that, whilst we may ask you a number of questions, we do not verify any answers provided and by listing you on our Service, we do not represent that we are affiliated or in any way officially connected to you or endorsing any of your services and/or products.
- At each event, you can connect with participants during your allotted timeslot (each timeslot being a “Meeting”).
- Each Meeting will take place during predetermined time slots when participants have committed to be available (“Meeting Times”).
- All Meeting Times will be set by us in our sole discretion and laid out in the meeting guidelines which we will make available to you. You must comply with these guidelines and failure to comply may result in your participation in the program being cancelled and clause 7 will apply.
- We will contact you prior to the Event to arrange your Meetings and notify you of your Meeting Times. We may change Meeting Times prior to the start of the Event upon written notification to you.
- You must not change your Meeting Time, exceed your allocated time slot for any Meeting or contact, or attempt to contact, any participants:
a) registered to attend a Meeting in advance of the Event (unless you have an existing relationship with such participant which was established during the course of normal business and has no connection to the Service); or
b) who were not present at your Meeting, including those who registered to attend your Meeting but who did not attend.
- We will not accept requests to combine Meetings with other individuals. If more than one person from your organisation is enrolled to use the Service, each person must complete their own set of scheduled Meetings; otherwise, you will no longer be eligible to participate in the Service.
- You must not provide a substitute to attend any Meetings to which one of your representatives is already registered without obtaining our prior written approval by email (and any substitute must be a sufficiently senior representative), otherwise you will no longer be eligible to participate in the Service and the provisions of clause 7 will apply.
- You confirm that you are a business vendor and you will take part in Meetings in connection with your trade, business, craft or profession.
- You will attend the Meetings to which you are registered (or ensure that a suitably prepared representative, approved by us, is available for all Meetings to which you are registered).
- You commit to being available for all time slots dedicated for the Meetings and keep to your Meeting Times. You must turn up on time and stay for the duration of the Meeting Time. In the instance that the person you are meeting with is late, you must stay in the meeting for at least 10 minutes before the meeting is deemed a ‘no show’.
- You will notify us of any attendees who were registered to attend a Meeting who did not attend.
- You will complete a pre-event registration form (with questions about your company and representative(s)) and post-event survey (with questions about your attendance at the event and each meeting), in each case within the deadlines advised by us.
- You will provide information such as the name and the contact details for your primary point of contact, details of your business offering and/or product descriptions, name and contact details of your representative/s who will be taking part in the Service, so that we can provide the Service to you. Event specific information may be requested when we discuss the scheduling of Meetings with you.
OTHER SERVICE TERMS
- You will no longer have access to the Service, or any of the information stored on the platform, after the end of the Event. If you wish to keep details of any Meetings that you scheduled using the Service, you are responsible for such storage.
- You will not provide us with information to make available on the Service that you consider commercially sensitive and acknowledge that participants will have access to any information you choose to share on the platform.
- We are not responsible for the actions of participants. We provide a platform for participants to engage and discuss transactions however we will have no liability for any transactions ultimately formed or any actions taken by participants.
- We do not warrant that the Service will meet your requirements or that it will be fit for a particular purpose or operate without interruption or error.
- We may have to suspend the supply of the Service to: (i) deal with technical problems or make technical changes; (ii) update the Service to reflect changes in relevant laws and regulatory requirements; (iii) make changes to the Service; or (iv) ensure we have all necessary information in order to properly provide the Service.
INTELLECTUAL PROPERTY AND USE OF MEDIA
- You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos, trademarks, brand names, company names and any other materials (the “Customer Intellectual Property”) provided to us, for as long as you retain an online account for our meetings products, in any report, publicity, marketing materials, apps or websites produced about the Event or for events or meetings products that are the same or have substantially the same exhibitors or attendees as the Event.
- Any materials and information provided to us in accordance with clause 6.1 shall be subject to our approval and editorial discretion (which we may exercise at any time to remove or amend any such materials, including the right to edit or re-phrase information submitted in order to make the information accurate and/or more appealing (from correcting spelling mistakes to re-tagging data or interests where appropriate)).
- We acknowledge that all intellectual property rights in the Customer Intellectual Property shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Customer Intellectual Property, including any developments or variations.
- In the event that you change the Customer Intellectual Property at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Customer Intellectual Property produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.
- You shall not use our intellectual property without our written consent.
- You shall indemnify us against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that our use of the Customer Intellectual Property in accordance with the Agreement infringes any intellectual property rights of any third party.
- You warrant to us that the promotional material that you use at the Event and any other materials or information provided by you: (i) must comply with all applicable laws and regulations (including the relevant advertising standards for the country in which the Event is held); (ii) shall not be inaccurate, obscene, defamatory or disreputable; (iii) shall not, when used for the purposes of the Event or otherwise in accordance with the terms of this Agreement, infringe the rights of any third party; and (iv) shall not be detrimental to us, the Event, to other exhibitors, sponsors or to our general commercial interests. You will indemnify us against all claims, damages, losses, costs, expenses, demands or liabilities arising out of your breach of this clause 6.7.
- Your employees may provide their images, headshots or likenesses and we may record, film, photograph, or capture their likeness in connection with the Products provided under this Agreement. You shall inform them that, by using our services and /or attending the Event, they grant us the right to use and edit such materials without any further approval from or any payment to you or them.
- You can request that we delete any of the materials referred to in clause 6.8 at any time. Upon receipt of such request, we will remove such materials, except to the extent we cannot identify any specific material to delete, the information has been created by our automatic back-up systems or has been shared, accessed and/or downloaded by others.
- You may take photographs at the Event for purposes of company media pieces, social media and other marketing materials. You may record audio or video at the Event for purposes of company media pieces, social media and other marketing materials only with our written consent, such consent will not be unreasonably withheld. You may not record audio or video of hosted meetings at the Event.
FAILURE TO COMPLY
If you fail to comply with the obligations in clauses 3 or 4 or if you (or any of your representatives who are scheduled to take part in any Meeting) fail to attend any Meeting at the relevant Meeting Time, or fail to adhere to our guidelines and/or deadlines, and/or you do not give us the information we require within a reasonable time of us asking for it or give us incomplete or incorrect information, we will be entitled to: (i) suspend your access to the Service; (ii) end the contract for the provision of the Service; (iii) make an additional charge of a reasonable sum to compensate us for any extra work that we need to do as a result; (iv) prohibit your participation in the program (or any similar programs), any future events and/or meetings - this suspension may be for one year or longer, and we will notify you of the length of suspension; (v) we reserve the right to cancel all your scheduled Meetings; and (vi) no refund will be issued.
- You shall make all payment(s) in the form and on or before the date(s) stated on the Front Sheet.
- You must pay all amounts due to us under this Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). All sums due under this Agreement are exclusive of any applicable sales tax (including but not limited to VAT) which shall be paid by you at the rate from time to time in force.
- If payment is not received by us when due, we shall be entitled in our discretion: (i) not to supply, or cease to supply, any or all of the Products; and (ii) to charge you the Cancellation Fee as set out in clause 10.2. In addition, the terms of clause 15.5b) to e) shall apply.
- Unless otherwise agreed by us in writing, you shall not be permitted entry to an Event if any sums are owed by you (or any of your group companies) to us (or any of our group companies), at the date on which the Event commences, in respect of any services that we (or one of our group companies) have contracted to provide (including, but not limited to, stand space at a previous event).
- You may be eligible for a trade association discount, subject to you being a member of such trade association at the time of entering into this Agreement and throughout the duration of the Event. For the avoidance of doubt, trade association discounts are only valid at the time of entering into this Agreement and will not be applied retrospectively.
- We will refund you where: (i) we have been unable to source a match for a Meeting following the meeting selection phase of the Service; (ii) participants that you were scheduled to meet with cancelled or otherwise didn’t attend the Meeting; or (iii) where we have ended the contract under clause 10.8.
- The value of any refund shall be in our discretion taking account of the value of any services provided or to be provided and your compliance with these terms. Any such refund shall be made as soon as is reasonably practicable.
- We will not refund a Meeting: (i) to which you were late (and the other attendee had already left or did not attend); (ii) that was shorter than the scheduled timeslot so long as the other attendee was present for at least two thirds of the scheduled timeslot; or (iii) that was cancelled by you during the week of the program.
CANCELLATION AND ALTERATION
CANCELLATION BY YOU
- If you wish to cancel your order, you must send written notice of such cancellation to us by email to your representative for the Event noting the number on the Front Sheet, the dates of the Event and the Product(s) which you wish to cancel. The Product(s) will not be deemed to be cancelled until you receive notification from us that we have your email and are acting upon it. The terms of clause 15.5c) shall apply to the Product(s) that you cancel. Further, should you cancel all your Products, the terms of clauses 15.5d) and e) shall apply.
- The following cancellation fees shall apply:
a) If notice of cancellation is received 180 days or more prior to the start of the Event, you will need to pay 50% of the total fees as set out on the Front Sheet relating to the Product(s) that you have cancelled; or
b) If notice of cancellation is received less than 180 days prior to the start of the Event, you will need to pay 100% of the total fees due in relation to the Product(s) that you are cancelling, (the “Cancellation Fee”).
- The Cancellation Fee is payable by you (less any amounts that you have already paid prior to cancellation) within 14 days of our receipt of the notice of cancellation. Where you have already paid more than the Cancellation Fee at the date of cancellation, we shall refund to you the amount that you have paid in excess of the Cancellation Fee. Any such refund that is payable by us shall be made as soon as is reasonably practicable following receipt of your notice of cancellation.
- We shall be entitled to deduct from any refund owed by us to you under clause 10.3 an amount equal to any sums owed by you to us (or any of our group companies), irrespective of what such sums relate to.
- It may be desirable or necessary for us to alter the Event, for example, the advertised content, timing, date and/or location of the Event, with consequential impacts on the Products. We reserve the right to do this at any time prior to the Event. In the event of such alterations, we shall have no liability to you provided the Event and thereby the Products, as altered, are substantially similar to those as originally sold. We will provide you with notice of any alterations as soon as is reasonably practicable.
- We reserve the right to cancel the Event and related Products at any time and will provide you with notice of the same as soon as is reasonably practicable. Cancellation of one Event and related Products under this clause shall not affect any other Event.
- Where: (i) the alterations being made are such that the Event and thereby the Products, as altered, are not substantially similar to those as originally sold; or (ii) the Event and related Products are cancelled (other than for reasons of force majeure as provided under clause 11) you shall be entitled to a credit (for the value of any fees already paid under this Agreement) to be used for the Event and related Products as altered or any future event held by us of your choice. Alternatively, if the Event and related Products are cancelled and we do not plan to hold the same or substantially similar event in future, you may request a refund (calculated by us in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any rights, goods and/or services provided by us to you prior to the date of cancellation. Any such refund shall be paid by us as soon as reasonably practicable following receipt of your request.
- In addition, we may also end this Agreement at any time on 30 days’ written notice to you.
ALTERATION OR CANCELLATION BY US
- We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside of our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers as applicable (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, explosion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic, pandemic, Royal demise, Royal succession or national mourning) (a “Force Majeure Event”).
- We will use reasonable commercial endeavours to minimise the effect of any Force Majeure Event on the performance of our obligations under this Agreement and to explore alternative methods (which may include, for example, a change of date or substitution of alternative benefits) to meet our obligations under this Agreement despite the Force Majeure Event.
- Should it not be possible or advisable, despite our endeavours under clause 11.2, for us to meet our obligations under this Agreement as a result of a Force Majeure Event: (i) we shall have the right to cancel all or a portion of the Event and / or the Products; (ii) this Agreement shall terminate with immediate effect on written notification thereof by us; (iii) you shall and do hereby waive any claim for property or other damage or compensation; and (iv) there shall be no further liability on the part of either party to the other.
- We may process personal data of your representatives such as their contact information (for example, name, business telephone number, job title and business email address) for the purpose of meeting our obligations under this Agreement and for managing our general relationship. In doing so we shall comply with applicable data protection laws. Please see further information in our privacy notice accessible here: https://hyve.group/Privacy-notice. Your representatives’ names and business information may also be shared with other Event participants.
- Where you receive any personal data in connection with the Products(s), you will process such data: (i) as a separate and independent controller; and (ii) in compliance with the requirements of applicable data protection laws in relation to your collection and subsequent processing of such personal data.
- We expect our Customers to uphold the highest ethical standards within their organisations. We must both comply with all applicable laws, statutes and regulations, including, but not limited to, those relating to anti-bribery, anti-corruption, anti-tax evasion and modern slavery (“Relevant Requirements”). You confirm you are knowledgeable about these Relevant Requirements and you must comply with these Relevant Requirements, together with any other policies which we may make available to you from time to time and any policies and procedures you implement to the extent required by such Relevant Requirements.
- We each confirm that we have not made, offered, authorised or accepted and will not make offer authorise or accept any payment, gift, promise or other advantage, whether directly or through any other person, to or for the use or benefit of any government official or any other person where that payment, gift, promise, or other advantage would comprise a facilitation payment or otherwise violate any Relevant Requirements.
- You confirm that no person in your group is a government official or other person who could assert illegal influence on behalf of your company or any affiliate.
- You will notify us immediately if you become aware of any matter that is prohibited by this clause.
- Any breach by you of this clause shall entitle us to terminate this Agreement immediately.
LIMITATION OF LIABILITY
- Subject to clause 14.3, our total liability to you, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with this Agreement, the Event and the Products, shall be limited to the total fee paid under this Agreement.
- Subject to clause 14.3, we shall not be liable to you for: (i) any loss of business, contract, revenue, profit, anticipated saving or interest or any loss of or damage to data, reputation or goodwill; or (ii) any indirect, special, exemplary or consequential damages, losses, costs, claims or expenses of any kind, even if we have been advised of the possibility of such damages or losses arising.
- Nothing in this Agreement shall limit or exclude a party's liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.
TERM AND TERMINATION
- This Agreement shall take effect from the date as stated on the Front Sheet until six weeks following the close of the Event (the “Term”), unless terminated early in accordance with its terms.
- Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other if the other:
a) has committed a material breach of any of its obligations under this Agreement (which shall include failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or
b) ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.
- We shall be entitled to terminate the Agreement if: (i) you conduct yourself in such a way as to bring yourself, the Event, any of the other exhibitors, sponsors or us into disrepute; or (ii) you breach the warranty given in clause 6.7.
- Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.
- If this Agreement is terminated by us in accordance with this clause 15:
a) Where such termination occurs prior to commencement of the Event, you shall be obliged to pay the total fee (as set out on the Front Sheet) and any other outstanding sums as at the date of termination within 14 days of the date of our notice of termination;
b) There shall be no obligation on us to refund any sums already paid by you pursuant to clause 8;
c) We shall be entitled to re-sell the Products allocated to you to a third party;
d) Any of your property at the Event must be removed immediately, failing which the property shall be removed by us at your expense; and
e) Unless otherwise agreed by us in writing, you shall not be permitted entry to the Event.
OTHER IMPORTANT TERMS
- You shall ensure that all your delegates, employees or anyone else at the Event who has been authorised by you to attend promptly complies with all reasonable instructions and directions issued by or on behalf of us in connection with the Products, the Event and its promotion and any instructions or directions given in relation to the use of the venue at which the Event is being held. We shall not be responsible for any failure or delay where such failure or delay occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.
- You acknowledge and agree that unless the costs are included in the fees as set out in the Front Sheet, you are solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any staff or contractors that you engage for the purposes of the Event and any costs relating to your or your guests presence at the Event). Without prejudice to the generality of the foregoing, it is your responsibility to check and ensure that you and your invitees and delegates obtain all necessary and appropriate documentation for entry into the country where the Event is being held. This includes but is not limited to valid passports, visa, vaccination certificates and any other documentation that you may need. In the event that you are unable to obtain such documentation and you have to cancel, the Cancellation Fee will still be due in accordance with clauses 10.2 and 10.3.
- You agree that unless otherwise set out in this Agreement or agreed in writing between us, both during the term of this Agreement and for a period of five (5) years after termination of this Agreement: (a) the terms of this Agreement (including the Front Sheet(s)); and (b) all technical, financial and other information or data provided to you in relation to us and our group or the Event in connection with this Agreement (together the “Confidential Information”) shall be treated in the strictest confidence by you. Unless otherwise approved in writing by us, you shall not share the Confidential Information with any other party save: (i) to your employees, officers, representatives or advisors who need to know the Confidential Information for the purposes of complying with this contract; or (ii) as may be required by law, a court of competent jurisdiction of any governmental or regulatory authority. The restrictions set out in this clause 16.3 shall not apply to any Confidential Information that: (i) is or subsequently becomes available to the general public, other than through a breach of this Agreement by you; (ii) is developed through your independent efforts without reference to the Confidential Information; or (iii) that you rightfully receive from a third party without restrictions as to its use.
- This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
- You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. Except for the representations and warranties stated in these terms and conditions, we disclaim all representations and warranties of any kind, express or implied (and whether by statute, law or a course of dealings) to the maximum extent allowed by law.
- No failure or delay by either party to exercise any right to remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- No variation of this Agreement shall be effective unless it is in writing, specifically references this Agreement and signed by each of us.
- Nobody else has any rights under this Agreement. No other person has any rights to enforce any of its terms and the parties don’t require the agreement of any other person to change the contract.
- This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
- We may transfer this Agreement to someone else. You are not permitted to assign or transfer any of your rights or obligations arising under this Agreement.
- If a court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us when signing up for the Products. The words 'writing' or 'written' in these terms include emails and electronic messages on platforms used to provide the Products.
- If you have any questions or complaints about the Products, please contact us and provide us with as full a description of the issue as you can. We will endeavour to respond to your complaint as soon as possible and within 30 working days. If we are not able to resolve your complaint within 30 working days from the date of our first response (both parties acting reasonably), the issue may be referred for mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, who will appoint a mediator. You agree that the decision of the mediator will be the final decision and will be binding on both you and us.
- Neither you nor we may commence court proceedings in relation to any dispute arising out of this contract until you and we have attempted to settle the dispute by mediation in accordance with clause 16.13, and either the mediation has terminated or the other party has failed to participate in the mediation.
- This Agreement 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 and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim in respect thereof.
Education Solution Provider (Sponsor) Terms & Conditions