Policy

Sustainability Policy

Sustainability policy

A responsible approach to the environment is essential to ensure the future sustainability of our business and the role that we play in the communities that we serve.
Our view is that care for the environment goes hand in hand with our work as a media business. We continually develop and revise our sustainability approach to satisfy our ambitions, and encourage and empower everyone who works at Agriconnect to be aware of how the work we do affects wider society.
We co-operate with our suppliers to reduce our environmental impact wherever possible.
It is important that our suppliers comply with our core principles, including that employment is freely chosen, that working conditions are safe, that child labour is never used, and no discrimination is practised. Where possible, we will choose a supplier that has environmental accreditation.

Definition
Agriconnect follows the Brundtland report’s definition that sustainable development is ‘development that meets the needs of the present without compromising the ability of future generations to meet their own needs’ (Brundtland Report for the World Commission on Environment and Development 1992) and we are conscious of the environmental impact of our activities.

Scope and Objective
This policy explains Agriconnect’s approach to sustainability and clearly communicates this to our employees, readers, clients, and partners.

Printing and paper
Our print suppliers actively work towards reducing their carbon footprint and environmental impact. They only use soya-based inks and recycled, FSC or PEFC-compliant paper, and 98.5% of all waste is recycled.
Our printers possess ISO14001, ISO9001, PEFC, and FSC accreditation. They are members of the Paperpak scheme and have invested in the Cutstar system to reduce paper wastage.
100% of the paper we use was sourced from either recycled fibre or sustainable forests where at least one tree is planted for every tree felled.
We are looking at ways in which we can replace the plastic film we use to wrap our magazines with an environmentally-friendly alternative.

Events
We have a separate sustainability policy for our event activities, see our corporate website.

Our offices
We are reducing our carbon emissions through a focus on:
Improving the energy efficiency of our buildings and IT, consolidating our office space, and increasing the proportion of renewable electricity we purchase.
Our air-conditioning system is programmed so that it does not run outside normal working hours (7pm to 7am weekdays, and all day on Saturdays and Sundays) to reduce energy consumption.
Our lighting-control software switches the lights off outside normal working hours unless triggered by movement sensors. When triggered, only the bank of lights controlled by the movement sensor will switch on.
We are reducing unnecessary business travel and use audio and videoconferencing to replace face-to-face meetings where possible.
We are actively limiting our use of paper in the office by reducing the amount of photocopying and printing, and only use recycled paper for photocopying, business correspondence and marketing.
We are working to ensure the maximum amount of our office waste is recycled and none of the remainder is sent to landfill.
We have replaced single-use plastic cups with reusable glass cups and have issued our staff with reusable coffee cups and water bottles to reduce wastage.

Supplier audits
We undertake environmental and ethical audits of our main suppliers, which include aspects such as the processing and disposal of effluents, emissions and waste materials, and the use of labour.

Carbon footprint
We are working towards reducing our carbon footprint over the next three years, and to deliver carbon offsetting to cover the footprint of our office activity and events.

Sustainability
We have established a sustainability committee, and their mission is to hold the business to account in terms of our environmental commitments.

---

by Agriconnect

Terms & Conditions

Website conditions of use – Agriconnect

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

Use of this site

1. Your use of this site, which is provided by Agriconnect (a trade name of Arc Media Holdings Limited), is expressly conditional upon your acceptance of the following terms and conditions. By using this site you signify your consent to be bound by these terms and conditions. If you do not agree with any part of the following terms and conditions you must not use this site. Some areas of the site require registration. By completing the initial registration form and by entering your email address and password, you will be deemed to have accepted these terms and conditions. Also, by subscribing to any of our email services, you are deemed to have accepted these terms and conditions. If you register with this site, you should read our privacy policy.

Registration

1. Access to the registration areas of the site is permitted on the basis that:
   a) your email address and password are personal to you and may not be used by anyone else to access this site;
   b) you will not do anything which would assist anyone who is not a registered user to gain access to any registration area of this site;
   c) you do not create additional registration accounts for the purpose of abusing the functionality of the site, or other users; nor do you seek to pass yourself off as another user.
2. It is your responsibility to maintain the confidentiality of your password and you are responsible for all activity that occurs under your user name and password. We will not be liable where your password is used by someone else. We reserve the right to cancel your account and to ban you from registering a new account if the security of your account is compromised in any way and for any reason.

User Submissions

1. For the purposes of these terms and conditions “User Content” means material including, without limitation, text, video, photographs, graphics, audio, and competition entries whether published on this site or not and whether copyright of Agriconnect or a third party.
2. Users of this site may submit User Content including but not limited to text including comments and blogs, videos, photographs, graphics and/or audio for publication in various areas of the site, including our forums and blogs. We accept no liability in respect of any User Content submitted by users and published by us and we are not responsible for its content and accuracy. When you submit a video, photograph or other User Content to us you do so in accordance with these terms and conditions. We do not guarantee any confidentiality with respect to such User Content whether published or not. Submission of any User Content is subject to the following terms:
   (a) you warrant to us that any User Content you submit to us is your own original work and that you own the copyright and any other relevant rights;
   (b) you must obtain the permission of all of the people featured or referred to in the User Content (and, if they are under 16, their parents or guardians as well) to our use of the User Content;
   (c) publication of any User Content you submit to us will be at our sole discretion. We reserve the right to make additions or deletions to the User Content prior to publication, or to refuse publication;
   (d) you grant us a non-exclusive, perpetual, royalty-free, worldwide, transferable licence to use, edit, reproduce, record, modify, translate, distribute, play, perform, make available to other users of this website, prepare derivative works of and to display any User Content you submit to us in any format, including without limitation print and electronic format and you agree to waive your moral rights in the User Content;
   (e) you agree not to post User Content which is deliberately intended to upset other users or contrary to our Guidelines or contrary to our prevailing guidelines or contrary to applicable local, national, and international laws and regulations. You warrant that the User Content you submit does not infringe any individual’s right to privacy and is not harmful, offensive, defamatory, obscene, harassing, threatening, hateful or otherwise degrading or intimidating of any individual or group of individuals on the basis of religion, gender, race, sexual orientation, ethnicity, age, or disability, or otherwise illegal;
   (f) you must not endanger yourself or others, take any unnecessary risks in order to produce or make any User Content;
   (g) you acknowledge that any breach of these warranties may cause us damage or loss and you agree to indemnify us in full and permanently against any third party liabilities, claims, costs, loss or damage we incur as a result of publishing User Content you submit to us, including consequential losses.
3. You or the owner of the User Content retain ownership of the copyright in all User Content sent to us and are free to republish it wherever you or the owner wish and in whatever medium you or the owner want.
4. We do not keep any ‘comments’ that are not accepted for publication but may retain other User Content even if this is not published. We have no obligation to you to keep any User Content or to return it to you or remove it from this website or anywhere else we may have published it at any time.
5. You must not send materials that contain viruses, worms, or any other destructive elements. Insults, threats, defamatory comment, dissemination of confidential material, pyramid or other soliciting schemes, or actions meant to disrupt or abuse other users are also prohibited. Users must not use the Agriconnect website to advocate illegal conduct or to participate in illegal or fraudulent activities and must not post or distribute unauthorized copies of copyright material including photographic images, artwork, text, sound files or computer programs. If you have a product or service to advertise, you may not use the website for this purpose.
6. We do not endorse any User Content or any opinion, recommendation, or advice expressed herein, and we expressly disclaim any and all liability in connection with such material. Agriconnect does not permit copyright infringing activities and infringement of intellectual property rights on this website, and we will remove any User Content if properly notified that such material infringes another’s intellectual property rights. We reserve the right to remove User Content without prior notice.

Safety, Complaints, and Reporting Abuse

1. You are advised not to reveal any personal information about yourself or anyone else (for example: telephone number, email address or home address). You are entirely responsible for maintaining the confidentiality of your details when using this website.
2. Any questions about these terms and conditions or reports of anyone abusing the website or otherwise not complying with these terms and conditions should be addressed to [•].
3. If you become aware of any misuse of the site or wish to complain about any User Content or material on the site or believe any of your rights have been violated e.g. your copyright infringed, you have been defamed etc., you can notify us using any of the “Report This” links on the Site (you will need to be a Registered User to do this). This is the quickest way to contact us. Alternatively you can contact us at [•]. We will need to know the following:
   (a) Nature of your complaint and location within the site of the particular content or user;
   (b) For copyright disputes, identification of the copyright work you claim has been infringed and identification of the User Content that you claim is infringing the copyright work – usually the URL of the User Content
   (c) A statement that you have a good-faith belief the disputed use is not authorised by the copyright owner, its agent, or the law and that you are the owner of the copyright interest involved or are authorised to act on behalf of the owner.
   (d) Your name, address, telephone number and email address and such other information as we may reasonably request.
4. We reserve the right to immediately terminate or suspend access to the website in response to conduct that we believe interferes with other people’s enjoyment.

Copyright

1. All copyright and other intellectual property rights in this website (including without limitation the text, graphics and other content) are owned or controlled by Agriconnect or its licensors.
2. You may download and print extracts from the site and make copies of these for your own personal and non-commercial use only. You are not allowed to download or print the material, or extracts from it, in a systematic or regular manner or otherwise so as to create a database in electronic or paper form comprising all or part of the material appearing on this website.
3. You must not reproduce any part of this website or the material or transmit it to or store it in any other website or disseminate any part of the material in any other form, unless we have indicated in writing that you may do so. The design, arrangement and look and feel of this website are also the copyright of Agriconnect and/or its licensors and may not be copied or otherwise reproduced.

Trademark Notice

1. The trademarks, trade names and logos displayed on this website are the property of Agriconnect and/or its licensors or other third parties. Users should not use these without the prior written permission of Agriconnect or the relevant third party.

General Disclaimer

1. We are providing this website and its contents on an ‘as is’ basis and, to the maximum extent permitted by law, excludes all representations or warranties of any kind including, without limitation, warranties implied by statute. In addition, we do not represent or warrant that the information accessible via this website is accurate, complete or current.
2. We will not be liable for any loss which may result from the use of this website including, without limitation, loss due to any computer virus or viruses which may infect your computer equipment as a result of your access to or use of this website or your downloading of any materials, data, text, images, video or audio from this website (except for death or personal injury attributable to our negligence and to the extent permitted at law).
3. If, for any reason, we believe that you have not complied with any of these terms and conditions of use, we may, at our discretion, cancel your access to the registration areas of the site immediately and without giving you any advance notice or reason. If we wish to bring the agreement to an end, we will do so by emailing you at the address you have registered stating that the agreement has terminated. The agreement will terminate and your email address and password will become invalid on this website immediately.

Other websites and services

1. You can access other sites via links or URL re-directions from this site. These sites are not under our control and we are not responsible in any way for any of their contents. You agree that we will not be party to any transaction or contract with any third party that you may enter into and we will not be liable to you for any loss or damage which you may suffer by using those third party websites and services. You agree you will not involve us in any dispute you may have with any such third party website or service.

Privacy and Data Protection

1. Any personal information collected from this website will be used by us in accordance with our Privacy Policy and all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of personal data.

Force majeure

1. Although we will do our best to provide constant, uninterrupted access to this site we do not guarantee this. We accept no responsibility or liability for any interruption or delay.

Severance, Governing Law & Jurisdiction

1. If any provision of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable such invalidity shall not affect the other provisions of these terms and conditions which shall remain in full force and effect.
2. These terms and conditions are governed by English law and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
3. References to ‘Agriconnect’, ‘us’, ‘our’, and ‘we’ are to Arc Media Holdings Limited, Unit 4 Fulwood Park Caxton Road, Fulwood, Preston, England, PR2 9NZ.

Updates

1. These terms were last updated on 23 February 2023 and may be varied from time to time. Please ensure that you review these terms and conditions regularly as you will be deemed to have accepted a variation if you continue to use the site after it has been posted.

---

by Alex Barlow

Advertising

Terms and conditions for advertising - Agriconnect

1. Definitions 

1.1. The definitions and rules of interpretation in this condition apply in the Contract:

Ad: advertisements, insets, inserts (loose or fixed), sponsored articles or features published in our Media either in hard copy or by electronic distribution systems.

Ad Service: the placement of Ads in: (a) our websites with page impressions, clicks, leads or other actions specified and agreed by the parties irrespective of the delivery systems and platforms to which they are directed; and/or (b) hard copy editions of our publications.

Advertising Materials: advertising copy, including as applicable, artwork, text, film positives and/or negatives, photographs and transparencies and active URLs.

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales.

Campaign Period: the period during which the Ad Services subject to the relevant Order are to be provided.

Cancellation Table: the table detailing cancellation fees set out in the Payment Schedule to the Contract.

Charges: the agreed advertising fee and any additional costs payable as set out in the Order.

Confidential information: all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.

Contract: a contract between you and us in relation to provision of the Ad Services incorporating the Order and these Terms and Conditions under condition 2.

Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data.

Force Majeure Incident: any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, performer’s property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.

Media: our hard copy publication and/or website or other relevant digital platform as applicable and as stated in the Order.

Order or Order Form: the campaign insertion order summarising the Ad Services which you wish us to provide and other agreed principal terms.

Overdelivery: the delivery by Agriconnect of a greater volume or number of Ad impressions, clicks, leads or other actions than that specified in the Order where the incremental impressions, clicks, leads or other actions accrue a liability for you to us and ‘Overdeliver’ shall be construed accordingly.

Payment Schedule: the payment schedule summarised in the Order.

Start Date: the date specified on the Order or if none is specified the date of the last signature on the Order.

Technical Specifications: the delivery format of the Advertising Materials required to ensure that the visual appearance of the Ads as set out in the Order is accessible and capable of view in the Media.

Term: as set out in condition 3.

Third Party Ad Server: a third party providing advertising of your products and services that are identical or similar to those that are subject to the relevant Order.

Total Cost: all Charges exclusive of VAT, which shall be paid without set-off.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2. A reference to “we”, “us”, our” or “Agriconnect” is to Arc Media Holdings Limited (company number 13558953) with registered office at Unit 4 Fulwood Park Caxton Road, Fulwood, Preston, England, PR2 9NZ or an Affiliate as identified in the Order. Agriconnect is a trade name of Arc Media Holdings Limited. A reference to “you”, “your” is a reference to the customer, your advertising agency or other entity identified in the Order.

1.3. Condition headings shall not affect the interpretation of the Contract.

1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

 

2. Conditions and Order 

2.1. These conditions shall: (i) apply to and be incorporated in the Contract; and (ii) prevail over any inconsistent terms or conditions contained in, or referred to in, the Order or specification, or implied by law, trade custom, practice or course of dealing.

2.2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.

2.3. No order, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing services pursuant to the Order, at which point a contract shall be formed between us and you for the supply and purchase of services specified in the Order on these conditions.

2.4. Your standard terms and conditions (if any) attached to, enclosed with or referred to in the Order or sent under separate cover shall not govern the Contract.

2.5. To the extent there is any conflict between the Order and these conditions, the Order shall take precedence.

2.6. We and you may negotiate Orders under which we will provide Ad Services. In each case, the Order shall specify:

2.6.1. the Ad Services;

2.6.2. the price(s);

2.6.3. the maximum expense you wish to incur (if applicable);

2.6.4. the start and end dates of the campaign;

2.6.5. the identity of and contact information for any Third Party Ad Server, if applicable;

2.6.6. any special Ad delivery scheduling and/or Ad placement requirements; and

2.6.7. editorial adjacency requirements, if any; and

2.6.8. Technical Specifications.

 

3. Term 

3.1. The Contract will take effect on and from the Start Date and shall continue for the Campaign Period.

 

4. Our Rights and Obligations 

4.1. We will use reasonable endeavours to deliver the Ad Services and to display/transmit the Advertising Materials in or on the Media during the Campaign Period in accordance with the terms and the dates specified in the Order.

4.2. If you submit digital Advertising Materials later than 12 noon on the day before the relevant digital campaign is due to begin, we reserve the right to make a pro rata reduction in the volume of impressions, clicks, leads or other actions comprising the Ad Services and to make charges further to those specified in the relevant Order.

4.3. We reserve the right within our discretion to reject or remove from our Media any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with our standard policies, or that in our sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, we reserve the right within our discretion to reject or remove from our Media any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon us or any of our Affiliates.

4.4. If Advertising Materials provided by you are damaged, not to our specifications, or otherwise unacceptable, we will use reasonable endeavours to notify you within 5 business days of our receipt of such Advertising Materials.

4.5. If Advertising Materials are not transmitted or displayed in accordance with the agreed specifications set out in the Order within the Campaign Period for reasons other than your default, we will use reasonable endeavours to comply with those specifications within one month of the end of the Campaign Period. You will be entitled to an appropriate pro-rata rebate of the Total Cost based on the number of impressions actually transmitted after the additional one month period.

4.6. We will provide you within 5 business days of acceptance of an Order any revised Technical Specifications, as agreed upon by the parties. If we change such Technical Specifications after that five business day period it will allow you to suspend (without altering the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either:

4.6.1. allow you to send us revised Advertising Materials; or

4.6.2. allow us to resize the Ad at our cost, and with your final creative approval, within a reasonable time period to fulfil the guaranteed levels of the Order; or

4.6.3. accept a comparable replacement; or

4.6.4. if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the Order for the affected Ad without penalty.

4.7. If we fail to comply with the editorial adjacency requirements for a digital Ad as set out in the Order, you must notify us of this in writing, following which we will use reasonable endeavours to ensure that the Ad becomes compliant with the relevant requirements within 3 business days of such notification.

4.8. If the Advertising Materials are not transmitted/displayed in accordance with the agreed specifications set out in the Order within the Campaign Period as a result of your default, we reserve the right to make additional charges in respect of the period of delay prior to our receipt of Advertising Materials complying fully with the agreed specifications of the Order.

4.9. We reserve the right to omit or suspend an Ad at any time for good reason, in which case you will have no claim for damage or breach of contract. Should such omission or suspension be due to your act or default or that of your servants or agents, then you must paid for the space reserved for the Ad in full notwithstanding that the Ad has not appeared. We will notify you of such omission or suspension as soon as possible.

4.10. If we consider it necessary to modify the space or alter the date of position of insertion or make any other alteration, you will have the right to cancel if the alterations requested are unacceptable, unless such changes are due to an emergency or circumstances beyond our control. Every care is taken to avoid mistakes but we cannot accept liability for any loss arising from the late appearance or non publication of any advertisement.

 

5. Your Rights and Obligations 

5.1. You undertake to us:

5.1.1. to submit Advertising Materials at least 5 business days before the commencement of the Campaign Period in accordance with our prevailing advertising criteria or specifications (including content limitations, agreed Technical Specifications, our standard policies, and material due dates) in accordance with these conditions.

5.1.2. to provide full details at the time of booking if you intend to include in an Ad a competition or a special of merchandise, other than that normally associated with the advertised product.

5.2. You acknowledge that:

5.2.1. all Ads are accepted subject to our approval of the copy and to the space being available;

5.2.2. you must make any complaints regarding publication of Ads in writing within one calendar month of the publication date.

5.2.3. we require written notice in accordance with the Cancellation Table, or if none, then at least 30 days prior to publication or campaign commencement date to stop, cancel or suspend an Ad, after which you will be liable to pay the full rate for the insertion, except as stated in condition 11.3.

5.2.4. if we do not receive copy instructions by the agreed copy date, we cannot guarantee that proofs will be supplied nor corrections made and we reserve the right to repeat the most appropriate copy.

5.2.5. to ensure that all Advertising Materials will be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force;

5.2.6. to provide to us, at your sole cost and expense, all Advertising Materials within deadlines, including print deadlines where applicable, as reasonably specified by us for them to be reproduced under our control for the fulfilment of the Ad Services;

5.3. You have no right to sub-license, assign or otherwise dispose of any of the Ad Services without our prior written consent.

 

6. Bonus impressions, clicks, leads or other actions 

6.1. Where you engage a Third Party Ad Server, we will not Overdeliver without your prior written consent.

6.2. Permanent or exclusive placements shall run for the period of time specified in the Order regardless of Overdelivery, unless the Order places a limit on the volume of impressions, clicks, leads or other actions attributable to Third Party Ad server activity.

6.3. You will not be liable to us for any additional Ad impressions, clicks, leads or other actions in excess of any limits set out in the Order. If a Third Party Ad Server is being used and you notify us that the guaranteed or capped levels stated in the Order have been reached, we will use reasonable endeavours to suspend delivery within two business days thereafter.

 

7. Charges and Payment Terms 

7.1. In consideration of the Ad Services, you will pay us (or our designated agent, as the case may be) the Charges, payable in the instalments and on the dates set out in the Order or if not stated in the Order then monthly in arrears.

7.2. You must pay to us all Charges in full within 30 days of the date on the invoice.

7.3. Advertisement rates are subject to revision at any time and Orders are accepted on condition that the price binds us only in respect of the next hard copy issue to go to press or in respect of digital adverts for the next 30 days. In the event of a rate increase, you will have the option to cancel the Order without surcharge or continue the Order at the revised advertisement rates.

7.4. If you cancel the balance of an agreed programme of Ad Services, except in the circumstances set out in condition 6, you relinquish any right to a pre-agreed series discount to which you were previously entitled and you must pay for Ad Services forming part of such programme (both those published and those not yet published) at the appropriate rate set out in the rate card from time to time.

7.5. Discounted rates negotiated in respect of a series of advertisements apply only if the Ad Services are completed within 12 months of the date of the first publication. Failure to comply will require all advertisements forming part of the series to be charged at the appropriate rates set out in the rate card from time to time.

7.6. Gross display advertising rates may be subject to the current Advertising Standards Board of Finance surcharge payable by the Advertisers. Where orders are placed by Advertising Agents the Agency will responsible for collecting this surcharge and paying it to the Advertising Standards Board of Finance (‘the Board’). Where the Advertiser places advertising directly, Agriconnect will invoice the relevant surcharge and distribute this to the Board without deduction.

7.7. We reserve the right to recover all additional costs incurred that arise as a result of your acts or defaults.

7.8. All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.

7.9. You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.

7.10. You must pay VAT and/or any other applicable sales tax.

7.11. The existence of a valid query on any individual item in an invoice will only affect the due date of payment of that individual item. The Client must notify Agriconnect of any such query within seven days from the date of the invoice after which Agriconnect will not agree to amend the terms of the relevant invoice.

7.12. We are entitled to charge you interest on any payment which is not received by us when due. This will be calculated on a daily basis at the 4% rate per annum above the prevailing base rate of our bankers from the date upon which payment was due until the date of payment.

7.13. We reserve the right not to provide any element of the Ad Services and to suspend the Ad Services until you have paid us sufficient funds to meet such expenses and we will not be liable for any matters arising out of any delay by you in payment. If you are the agency not the client, we reserve the right to inform the client of such default.

7.14. We will provide you with a pro-rata refund in respect of under delivery in excess of a five (5) percent of the total booking set out in the Order (as reported by Third Party Ad Servers).

7.15. Our obligations will be reduced pro-rata to any delay in payment including, without limitation, the number of guaranteed impressions, clicks, leads or other actions obliged to be transmitted, delivered or displayed, without affecting your financial responsibility for all impressions, clicks, leads or other actions ordered and inventory reserved.

7.16. Where the advertising agency is the client, the agency is contracting as principal in all respects and as such will be personally liable for the payment of the Total Cost and for all other obligations under the Contract.

 

8. Warranties 

8.1. Each party warrants to the other that:

8.1.1. it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract;

8.1.2. it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract; and

8.1.3. neither the execution nor performance of the Contract gives rise to a breach of any other agreement to which you/we respectively are a party.

8.2. We warrant to you that:

8.2.1. We are authorised to enter into the Contract subject to these terms and conditions.

8.3. You warrant that:

8.3.1. in respect of the Advertising Materials or any other material you provide to us (including your brand and logos), they will not infringe the Intellectual Property Rights of any third party or be defamatory of any third party or obscene, indecent, offensive or liable to incite racial hatred and their publication by us will not give rise to a right for any third party to claim payment and/or damages;

8.3.2. you have obtained and paid for all necessary consents, licences, and permissions to advertise on the Media;

8.3.3. you have taken or will take all necessary steps to ensure that your advertising on the Media will not be illegal or actionable for any reason in any territory and shall comply with all applicable legislation, rules and regulations including for the avoidance of doubt any applicable advertising and/or relevant financial services standards and codes;

8.3.4. if any Advertising Materials contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, that you have obtained the authority of such living person to make use of such name, representation and/or copy;

8.3.5. the Advertising Materials contain no viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

8.3.6. you are solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertising Materials relate and will indemnify and hold us harmless accordingly;

8.3.7. that the Ad is not illegal, defamatory, an infringement of any other party’s rights or an infringement of the British Code of Advertising Practice. Country of origin (other than the United Kingdom) of goods advertised must be shown in advertisements to the extent necessary to comply with applicable legal and/or regulatory requirements.

 

8.4. You acknowledge and confirm: 

8.4.1. that we are unable to provide any warranties or representations that the visual appearance of Advertising Materials created by us for and on your behalf will be entirely consistent with designs previously approved by you as a result of factors that are not within our reasonable control (including, without limitation the image setter, the type of printer, the monitor used, the particular colours selected).

8.4.2. we have not provided you with any guarantees concerning reach of our publications, site or target audience. Any statistics related to the site provided to you are provided as an estimate based on prevailing available research only and may not be relied on by you as a representation or otherwise;

8.4.3. we hold Advertising Materials at your risk;

8.4.4. Advertising Materials will be returned on request by Agriconnect via Royal Mail post and at the risk of the relevant owner and should be insured against loss or damage from whatever cause. Agriconnect reserves the right to destroy all artwork which has been in his custody for twelve months from the date of its last appearance.

8.5. Save as set out in this condition 8, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

 

9. Intellectual Property Rights 

9.1. You and we acknowledge as follows:

9.1.1. save as set out in condition 9.1.2, all rights in the Advertising Materials, including any goodwill associated with them, shall be your sole and exclusive property, and we will not acquire any rights in the same, nor in any developments or variations of them;

9.1.2. We will at all times retain all right, title and interest in any intellectual property rights in advertising copy that we produce on your behalf.

9.2. The parties will not use the other’s trade name, trade marks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an Order without the other’s prior written approval.

 

10. IPR Indemnities 

10.1. You will indemnify us and keep us indemnified from and 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 Advertising Materials in accordance with the Contract infringes any rights of any third party, including but not limited to, Intellectual Property Rights or moral rights.

10.2. We will:

10.2.1. promptly and fully notify you of any third-party claim in respect of which it wishes to rely on the indemnity (“IPR Claim”);

10.2.2. allow you, at your own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the you shall obtain our prior approval of any settlement terms, which is not to be unreasonably withheld;

10.2.3. provide you with any reasonable assistance regarding the IPR Claim as is required by you, subject to reimbursement by you of our costs so incurred; and

10.2.4. not, without prior consultation with you, make any admission relating to the IPR Claim or attempt to settle it, provided that the you consider and defend any IPR Claim diligently and in a way that does not bring our reputation into disrepute.

 

11. Postponement or cancellation 

11.1. If you wish to postpone the Campaign Period, you must notify us in writing. We will consider such request in good faith but shall have no obligation to consent to such postponement.

11.2. Any acceptance of such postponement shall require immediate pre-payment of the Total Cost less any payments previously made.

11.3. You may cancel the Order in accordance with the Cancellation Table, or if none stated in the Order, then at any time with 30 days prior written notice, without penalty. For clarity and by way of example, if you cancel the Order 15 days prior to the serving of the first impression, click, lead or other action, you will only be liable to pay for the Ad Services provided, or presumed to be provided on a pro-rata basis, during the first 15 days after the start date for the services set out in the Order.

11.4. If you wish to revise an Order, you must provide a written request 30 days prior to the intended date of the requested revision. If we accept such request (which we may accept or reject in our absolute discretion), billable rates will automatically revert to the appropriate published rate (the ‘ratecard’) for the revised impressions or such other rate as we advise you.

 

12. Termination by you or us 

12.1. 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:

12.1.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

12.1.2. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

12.1.3. an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;

12.1.4. the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

12.1.5. 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 events mentioned in condition 12.1.3 to 12.1.4 inclusive.

12.2. Without limiting our other rights or remedies, we may suspend the Ad Services and/or terminate the Contract if you become subject to any of the events listed in conditions 12.1.3 to 12.1.4, or we reasonably believe that you are about to become subject to any of them.

12.3. If we cancel or make a significant change to the Ad Services which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.

 

13. Consequences of Termination 

13.1. Following termination of the Contract for whatever reason:

13.1.1. you must immediately pay any sums due to us;

13.1.2. we will each return to the other all materials and Confidential Information belonging to the other that the other had supplied in connection with the Contract and remove Advertising Materials and Ad tags;

13.1.3. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect including, without limitation, conditions 7 (Charges and Payment Terms), 9 (Intellectual Property Rights), 10 (IPR Indemnities), 13 (Consequences of Termination), 15 (Confidentiality), 16 (Data protection), 18 (Limitation of Liability) and 19 (Miscellaneous).

13.1.4. the Ad Services will immediately terminate and you will not use or exploit (directly or indirectly) your previous connection with us or the Ad Services.

13.2. Where we terminate pursuant to condition 12.1 or 12.2, we will not refund you the Charges.

13.3. Expiry or 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.

 

14. Force majeure 

14.1. Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident.

14.2. If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.

 

15. Confidentiality 

15.1. You and we each undertake not to at any time during the Contract, and for a period of five years after expiry or termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other or of any member of the group of companies to which the other party belongs, except as permitted by condition 15.2.

15.2. You/we may disclose the other’s confidential information:

15.2.1. to your/our employees, officers, representatives or advisers who need to know such information for the purposes of exercising your/our rights or carrying out your/our obligations under or in connection with the Contract. You/we shall ensure that you/our employees, officers, representatives or advisers to whom you/we disclose the other’s Confidential Information comply with this condition 15; and

15.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3. Neither you nor we shall use the other’s Confidential Information for any purpose other than to exercise the rights and perform the obligations under or in connection with the Contract.

 

16. Data protection 

16.1. Both you and we will comply with all applicable requirements of the Data Protection Legislation.

16.2. If we agree to supply you with a copy of the Personal Data we collect from the Ad Services, we will ensure that we have a lawful basis to transfer it to you including any necessary notices or data subject consents to enable lawful transfer of the Personal Data to you.

16.3. Once we have supplied the list to you, you acknowledge that you will become a Data Controller of such Personal Data.

16.4. If we or you handle Personal Data under this Contract not described above, it is the intention of both parties to enter into an appropriate agreement covering the same.

17. Anti-Bribery 

17.1. Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and the US Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1.

17.2. Breach of this condition 17 shall be deemed a material breach under condition 12.1.2.

 

18. Limitation Of Liability 

18.1. This condition 18 sets out our and your entire financial liability (including without limitation any liability for the acts or omissions of our (or your, as applicable) employees, agents and sub-contractors) to us (or to you, as applicable) in respect of:

18.1.1. any breach of the Contract howsoever arising;

18.1.2. any use made by you of any rights we assign to you under the Contract; and

18.1.3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

18.2. Nothing in these conditions excludes our or your liability for:

18.2.1. death or personal injury caused by our negligence; or

18.2.2. fraud or fraudulent misrepresentation.

18.3. Subject to condition 18.1 and condition 18.2:

18.3.1. neither we nor you shall in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

18.3.1.1. loss of profits; or

18.3.1.2. loss of business; or

18.3.1.3. depletion of goodwill or similar losses; or

18.3.1.4. loss of anticipated savings; or

18.3.1.5. loss of goods; or

18.3.1.6. loss of contract; or

18.3.1.7. loss of use; or

18.3.1.8. loss or corruption of data or information; or

18.3.1.9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

18.3.2. each of our and your total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract.

18.4. Each party to the Contract shall maintain public (general) liability insurance which shall be valid in respect of the Ad Services.

 

19. Miscellaneous 

19.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) 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, if later, at the time recorded by the delivery service; (c) if sent by email, at 9.00 am on the next Business Day after transmission. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.2. 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. 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.

19.3. The Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.

19.4. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.

19.5. No amendment or variation to the Contract shall be effective unless in writing and signed by each party.

19.6. If any provision or part-provision of the Contract 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 the Contract.

19.7. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19.8. A person who is not a party to the Contract has no right to enforce any term of the Contract.

19.9. The Contract shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).

 

---

by Alex Barlow

Digital Advertising

Digital advertising

ARC MEDIA HOLDINGS LIMITED, TRADING AS AGRICONNECT, (‘AGRICONNECT’) STANDARD TERMS AND CONDITIONS FOR DIGITAL ADVERTISING

GENERAL

All advertisements accepted for publication by Agriconnect in any of its online products are accepted subject to these terms and conditions. Any other conditions proposed by the Client shall be void unless accepted by Agriconnect in writing. These terms and conditions, in conjunction with the relevant IO comprise the agreement between Agriconnect and the Client.

DEFINITIONS

3rd Party Ad Server means a third party providing advertising of the Advertiser’s products and services that are identical or similar to those that are subject to the relevant IO;
Ads means advertising communicated to end users by electronic distribution systems; Advertiser means the party whose products and/or services are to be advertised pursuant to the Deliverables;
Advertising Materials means advertising copy, including, without limitation, artwork, text and active URLs.
Affiliate means in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (‘entity’) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose ‘control’ means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Agency means an advertising agency representing the Advertiser;
Campaign Period means the period of time during which the campaign subject to the relevant IO is to be operative; Client means the Advertiser or Agency as the case may be;
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data;
Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.
Deliverables means the type and amount of the service required including, without limitation, page impressions, clicks or other actions specified and agreed by the parties irrespective of the delivery systems and platforms to which they are directed.
IAB means the Internet Advertising Bureau
IO means a campaign insertion order specifying the terms on which Agriconnect will provide the Deliverables;
Overdelivery means the delivery by Agriconnect of a greater volume of Deliverables than that specified in the IO where the incremental Deliverables accrue a liability by the Client to Agriconnect and ‘Overdeliver’ shall be construed accordingly;
Policies means Agriconnect’s editorial policies from time to time including without limitation privacy policies, user experience policies, policies regarding consistency with Agriconnect’s public image, community standards regarding obscenity or indecency , other editorial or advertising policies;
Site(s) means those websites owned or controlled by Agriconnect.
Technical Specifications means the delivery format of the Advertising Materials required to ensure that the visual appearance of the Ads as set out in the IO is accessible and capable of view on the Sites;
Total Cost means all sums under the terms of the IO exclusive of VAT, which shall be paid without set-off.

1. INSERTION ORDERS
   1.1 Parties may negotiate IOs under which Agriconnect will deliver Ads provided by the Client on the Site for the benefit of the Client.
   1.2 In each case, Agriconnect shall provide the Client an IO which shall specify:
   (a) the Deliverables;
   (b) the price(s);
   (c) the maximum expense the Client wishes to incur pursuant to the IO (if applicable);
   (d) the start and end dates of the campaign;
   (e) the identity of and contact information for any 3rd Party Ad Server, if applicable.
   (f) any special Ad delivery scheduling and/or Ad placement requirements; and
   (g) editorial adjacency requirements, if any; and
   (h) Technical Specifications.
   1.3. Both parties must agree in writing to a revision of an IO previously accepted.
2. AD PLACEMENT AND POSITIONING
   2.1 Agriconnect will use reasonable endeavours to display/transmit the Advertising copy during the Campaign Period in accordance with the terms of the IO.
   2.2. If Advertising Materials are not transmitted/displayed in accordance with the agreed specifications set out in the IO within the Campaign Period for reasons other than the default of the Client, Agriconnect will use reasonable endeavours to comply with those specifications within one month of the end of the Campaign Period. The Client will be entitled to an appropriate pro-rata rebate of the Total Cost based on the number of impressions actually transmitted after the additional one month period.
   2.3. Agriconnect will provide to the Client within 5 business days of acceptance of an IO revised Technical Specifications, as agreed upon by the parties. If Agriconnect changes such Technical Specifications after that two business day period it will allow the Client to suspend (without altering the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either
   (a) allow the Client to send revised Advertising Materials to Agriconnect; or
   (b) allow Agriconnect to resize the Ad at Agriconnect’s cost, and with final creative approval of Client, within a reasonable time period to fulfil the guaranteed levels of the IO; or
   (c) accept a comparable replacement; or
   (d) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.
   2.4 In the event that Agriconnect fails to comply with the editorial adjacency requirements set out in the IO, the Client shall notify Agriconnect of the same in writing, whereupon Agriconnect shall use its reasonable endeavours to ensure that the Ad becomes compliant with the relevant requirements within 3 business days of such notification.
   2.5 Agriconnect shall deliver the relevant campaign in accordance with the dates specified in the IO. Agriconnect shall be responsible for compensating the Client in respect of under delivery in excess of a five (5) percent of the total booking (as reported by 3rd Party Ad Servers) set out in the IO.
   2.6. In the event that Advertising Materials are not transmitted/displayed in accordance with the agreed specifications set out in the IO within the Campaign Period as a result of the default of the Client, Agriconnect reserves the right to make additional charges in respect of the period of delay prior to its receipt of Advertising Materials complying fully with the agreed specifications of the IO.
3. PAYMENT AND PAYMENT LIABILITY
   3.1 Agriconnect shall render invoices to the Client for all sums due to Agriconnect pursuant to this Agreement at intervals of not more than one calendar month, the first such invoice to be rendered within one calendar month of acceptance of the IO. The Client will be responsible for payment of VAT and/or any other applicable sales tax.
   3.2. The Client shall settle all invoices in full within 30 days. If the Client is in default of payment by the due date Agriconnect, shall without prejudice to its other rights, be entitled to refuse to transmit the Advertising Materials and Agriconnect’s obligations generally will be reduced pro-rata to the delay in payment including, without limitation, the number of guaranteed impressions or plays obliged to be transmitted/displayed, without affecting the Client’s financial responsibility for all impressions and plays ordered and inventory reserved.
   3.3. The existence of a valid query on any individual item in an invoice will only affect the due date of payment of that individual item. The Client must notify Agriconnect of any such query within seven days from the date of the invoice after which Agriconnect will not agree to amend the terms of the relevant invoice.3.4 The Client may not set off any payment due in an invoice against liabilities of Agriconnect.
   3.5. For the avoidance of doubt, any discounts or rebates offered by Agriconnect shall only be available in respect of the campaign specified in the IO and shall not be available to any Affiliate of the Client.
   3.6. For the avoidance of doubt, where the Advertising Agency is the Client, it is contracting as principal in all respects and as such will be personally liable for the payment of the Total Cost and for all other obligations under this Agreement.
   3.7. Should an Agency fail to make payment within the deadline stipulated in the relevant invoice, Agriconnect reserves the right to inform the Agency’s client of such default.
   3.8 All late payments shall be subject to compensation and interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
   3.9. No credits or set-offs in respect of an invoice (or part thereof) shall be accepted by Agriconnect unless it is agreed within 12 months of the date thereof.
4. POSTPONEMENT
   If the Client wishes to postpone the Campaign Period Agriconnect shall consider such request in good faith but shall have no obligation to consent to such postponement.
   Any acceptance of such postponement shall require immediate pre-payment of the Total Cost less any payments previously made.
5. CANCELLATION AND REVISION
   5.1 At any time, the Client may cancel the IO with 30 days prior written notice, without penalty. For clarity and by way of example, if the Client cancels the IO 15 days prior to the serving of the first impression, the Client will only be liable to pay for the Deliverables provided during the first 15 days after the start date for the services set out in the IO.
   5.2. In the event that a Client seeks to revise an IO the Client must provide a written request 30 days prior to the intended date of the requested revision. In the event that Agriconnect accepts such request (which it may accept or reject in its absolute discretion), billable rates will automatically revert to the appropriate published rate (the ‘ratecard’) for the revised impressions or such other rate as Agriconnect shall advise the Client.
6. TERMINATION
   Agriconnect may terminate an IO at any time if the Client is in material breach of its obligations hereunder that is not remedied within 14 days after the date of Agriconnect’s written notice, except as otherwise stated in this Agreement with regard to specific breaches.
7. BONUS IMPRESSIONS
   7.1 Where the Client engages a 3rd Party Ad Server, Agriconnect will not Overdeliver without prior written consent from the Client.
   7.2 Permanent or exclusive placements shall run for the period of time specified in the IO regardless of Over-delivery, unless the IO places a limit on the volume of impressions attributable to 3rd Party Ad server activity.
   7.3 The Advertiser will not be liable to Agriconnect for any additional Ads in excess of any limits set out in the IO. If a 3rd Party Ad Server is being used and the Advertiser notifies Agriconnect that the guaranteed or capped levels stated in the IO have been reached, Agriconnect will use reasonable endeavours to suspend delivery within two business days thereafter.
8. FORCE MAJEURE
   8.1 Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes. In the event that Agriconnect suffers such a delay or default, Agriconnect shall use its reasonable endeavours within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or other arrangement is reasonably acceptable to the Client, Agriconnect shall allow the Client a pro rata reduction in the payment due pursuant to the relevant IO.
   8.2 To the extent that a force majeure has continued for 10 business days, Agriconnect or Client has the right to cancel the remainder of the IO without penalty.
9. ADVERTISING MATERIALS
   9.1 The Client shall submit Advertising Materials at least 5 business days before the commencement of the Campaign Period in accordance with Agriconnect’s prevailing advertising criteria or specifications (including content limitations, agreed Technical Specifications, Policies, and material due dates) in accordance with clause 2.3.
   9.2 If Advertising Materials are submitted later than 12 noon on the day before the relevant campaign is due to begin Agriconnect reserves the right to make a pro rata reduction in the volume of impressions comprising the Deliverables and to make charges further to those specified in the relevant IO.
   9.3 Agriconnect reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in Agriconnect’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Agriconnect reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon Agriconnect or any of its Affiliates.9.4 If Advertising Materials provided by the Client are damaged, not to Agriconnect’s specifications, or otherwise unacceptable, Agriconnect will use reasonable endeavours to notify the Client within 5 business days of its receipt of such Advertising Materials.
   9.5 Agriconnect shall at all times retain all right, title and interest in any intellectual property rights in advertising copy produced on behalf of the Client by Agriconnect.
   9.6 The parties will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.
10. WARRANTIES
    10.1 The Client hereby warrants, represents and undertakes to Agriconnect that:
    (a) In respect of the Advertising Materials or any part thereof supplied by the Client or any other material provided to Agriconnect by the Client (including the Client’s brand) it will not infringe the copyright, trade mark or any other intellectual property or other proprietary rights or be defamatory of any third party or obscene, indecent, offensive or liable to incite racial hatred and their publication by Agriconnect will not give rise to a right for any third party to claim payment and/or damages;
    (b) The Client has obtained and paid for all necessary consents, licences, and permissions to advertise on the Site;
    (c) The Client has taken or will take all necessary steps to ensure that its advertising on the Site will not be illegal or actionable for any reason in any territory and shall comply with all applicable legislation, rules and regulations including for the avoidance of doubt any applicable advertising and/or relevant financial services standards and codes;
    (d) If any Advertising Materials contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Client warrants that the Client has obtained the authority of such living person to make use of such name, representation and/or copy.
    (e) The Advertising Materials contains no viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
    (f) The Client is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertising Materials relates and will indemnify and hold Agriconnect harmless accordingly.
    10.2 Agriconnect warrants that it is authorized to enter into agreements subject to these terms and conditions.
    10.3 The Client hereby acknowledges that Agriconnect is unable to provide any warranties or representations that the visual appearance of Advertising Materials created by Agriconnect for and on behalf of the Client will be entirely consistent with designs previously approved by the Client as a result of factors that are not within Agriconnect’s reasonable control (including, without limitation the image setter, the type of printer, the monitor used, the particular colours selected).
11. INDEMNITIES
    11.1. The Client will fully indemnify and keep Agriconnect, its licensors, and its and their directors, officers and employees fully indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by Agriconnect (or its directors, officers or employees) howsoever arising from any breach of the Client’s warranties, obligations or agreements contained herein.
    11.2. The Client will provide Agriconnect with full co-operation in defending any claim or complaint concerning the Advertising Materials including, but not limited to, providing evidence in support of advertising claims and copies of documentation evidencing the clearance of relevant underlying third party proprietary rights.
    11.3. The Client acknowledges and confirms that Agriconnect has not provided it with any guarantees concerning reach of the site or target audience. Any statistics related to the site provided to the Client are provided as an estimate based on prevailing available research only and may not be relied on by the Client as a representation or otherwise.
12. LIMITATION OF LIABILITY
    12.1. Agriconnect and its licensors shall not be liable to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any loss of profit, goodwill, business opportunity, anticipated saving or any type of special, indirect or consequential loss or damage.
    12.2. Subject to Clause 12.3 below, Agriconnect’s entire liability (if any) to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount actually paid by the Client to Agriconnect.
    12.3. Neither party’s liability to the other shall be excluded or limited by the provisions of this Agreement, save to the extent permitted by law in respect of:
    (a) death or personal injury resulting from the negligence of itself, its servants or agents;
    (b) fraud; or
    (c) any other liability the exclusion of which is prohibited or limited by law,
13. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
    13.1 Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed ‘Confidential Information’ of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary.
    13.2 Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
    13.3. Notwithstanding anything contained herein to the contrary, the term ‘Confidential Information’ shall not include information which:
    (i) was previously known to a party;
    (ii) was or becomes generally available to the public through no fault of the receiving party (‘Recipient’);
    (iii) was rightfully in the Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (‘Discloser’);
    (iv) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to Recipient by Discloser; or
    (v) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other regulatory body, as otherwise required by law or the rules of any applicable regulator.
    13.4 Agriconnect and the Client shall comply with their respective privacy policies from time to time.
    13.5 Agriconnect and the Client shall comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
    13.6 Agriconnect and the Client acknowledge that for the purposes of the Data Protection Legislation, either party may be the Data Controller depending upon what is specified in the IO.
    13.7 Without prejudice to the generality of clause 13.5, the Data Controller shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Data Processor for the duration and purposes of this Agreement.
    13.8 Without prejudice to the generality of clause 13.5, the Data Processor shall, in relation to any Personal Data processed in connection with the performance by it of its obligations under this agreement:
    (a) process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Data Processor to process Personal Data (Applicable Laws). Where the Data Processor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
    (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, 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);
    (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    (d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled: (i) the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;
    (e) assist the Data Controller 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;
    (f) notify the Data Controller without undue delay on becoming aware of a Personal Data breach and, in any event, within 24 hours;
    (g) at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data; and
    (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.
    13.9 The Data Controller does not consent to the Data Processor appointing any third party processor of Personal Data under this Agreement.
14. MISCELLANEOUS
    14.1. Agriconnect represents and warrants that it has the necessary authority to provide the Deliverables set out in the IO subject to the terms and conditions of this agreement, including any applicable Policies.
    14.2. The Client may not resell, assign or transfer any of its rights or obligations hereunder.
    14.3 All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees (as applicable), successors and assigns (as applicable).
    14.4 These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
    14.5 In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail.
    14.6 These Terms and Conditions and the relevant IOs to which they relate shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with any dispute arising in respect of its terms, formation or construction (including non-contractual disputes).
    14.7 No modification of these Terms and Conditions or any IO shall be binding unless in writing by both parties.
    14.8 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.
    14.9 All rights and remedies hereunder are cumulative.
    14.10. Any notice required to be delivered hereunder shall be delivered three days after deposit in the Royal Mail, (recorded delivery), one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Agriconnect and the Client shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Client shall be sent to the address specified on the IO.
    14.11. Clauses 3, 9, 10, 11, 12, and 14 shall survive termination or expiry of this Agreement. On expiry or termination, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.

 

---

by Alex Barlow

Exhibitor T&Cs

Exhibitor terms and conditions

 

1. 1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions (the “Conditions”):

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;

“Agreement” means these Conditions, the Exhibitor Manual and the Booking Form;

“Booking Form” means the Organiser’s prescribed form for booking space at the Event to which these Conditions are attached, and which is to be completed, signed and returned to the Organiser by the prospective Exhibitor;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Business Hours” means the period from 9.30 am to 5.00 pm on any Business Day;

“Confidential Information” means the terms of this Agreement and all information in any medium or format (written, oral, visual or electronic) and whether or not marked or described as “confidential” which relates to a Party (the “Disclosing Party”), or its Affiliates’ respective businesses, finances, employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party or to one of its Affiliates in the course of their dealings relating to this Agreement, whether before or after the date of this Agreement;

“Control” means in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and Controls and Controlled shall be construed accordingly;

“Data Protection Regulations” means all applicable data protection, privacy and electronic marketing legislation (which may include but is not limited to  General Data Protection Regulation (EU) 2016/679, UK GDPR and any legislation and/or binding regulations amending, replacing, supplementing, implementing them or made in pursuance of them including the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended and any codes of practice relating to the same;

“Event” means the event (as described on the Booking Form) to be held at the Venue or at such other location and dates as the Organiser designates in accordance with these Conditions;

“Event Website” means the website setting out details of the Event;

“Exhibit” means the articles put on display by the Exhibitor;

“Exhibit Space” means the amount of space at the Venue allocated to the Exhibitor during the Event, as set out in the Booking Form;

“Exhibitor” means the company, firm or person identified as the Exhibitor on the Booking Form, who has applied for and been allocated space at the Event;

“Exhibitor Manual” means the document setting out the information relevant to the Event (which may include the Organiser’s operational procedures and requirements);

“Exhibitor Representative” means the person named on the booking form by the Exhibitor to be its representative in connection with all matters concerning the Exhibitor and the Event;

“Force Majeure” means an event beyond the reasonable control of the Organiser,

including but not limited to act of god, strike, lock-out or other industrial disputes (whether involving the workforce of the Organiser or of any other party), war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, failure of the transport or utility network, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, flood, fire, storm, disease, epidemic, pandemic, guidelines relating to Covid19 or default of suppliers or subcontractors;

“Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trade marks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;

“Organiser” means LAMMA Ltd, with registered office at Unit 4 Caxton Road, Fulwood, Preston, PR2 9NZ, England or an Affiliate as identified in the Order.

“Parties” means the Organiser and the Exhibitor, and “Party” means either of them as applicable;

“Shell Scheme Stand or Modular Stand” means the standard form stand design provided by the Organiser as set out in the Event Manual;

“Space Only Exhibitor” means those Exhibitors who only buy space from the Organiser and erect their own stand and/or exhibit material rather than buying space together with a Shell Scheme Stand or Modular Stand;

“Term” means the period from the date that the Booking Form is signed by both Parties until the close of the Event, or such other term as is stated on the Booking Form;

“Total Price” means the total amount due to the Organiser from the Exhibitor under this Agreement;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“VAT” means value added tax chargeable under English Law for the time being and any similar additional tax or for non-UK shows the equivalent tax chargeable under the law of the relevant jurisdiction; and

“Venue” means the venue of the Event as stated on the Booking Form.

1.2 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.6 A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.

1.10 References to clauses are to the clauses of this Agreement.

1.11 Any words following the terms including, include, in particular, for example 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.

1.12 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

Application

2.1 The completion, signing (via Docusign or otherwise) and return of the Booking Form to the Organiser by the Exhibitor will constitute an offer by the Exhibitor to book the Exhibit Space for the Event upon these Conditions.

2.2 If the Organiser accepts the Exhibitor’s offer, it shall email an electronic booking form to the Exhibitor to confirm its acceptance. The Agreement between the Parties shall come into effect on the date the Booking Form has been signed by the Organiser.

2.3 In the event of a dispute between these Conditions, any provision of the Booking Form and any provision of the Exhibitor Manual:

2.3.1 the provisions of the Booking Form shall prevail over these Conditions and the Exhibitor Manual; and

2.3.2 the provisions of these Conditions shall prevail over the Exhibitor Manual.

Allocation of Space

3.1 The Organiser shall use reasonable endeavours to allocate the space or facilities applied for by the Exhibitor. However, in order to facilitate an orderly layout of the Event, the Exhibitor agrees to accept such space as may be reasonably allocated to it, provided that the amount of space allocated to the Exhibitor by the Organiser is not less than the amount of space allocated to the Exhibitor in the Booking Form.

3.2 The area allocated to the Exhibitor in accordance with clause 3.1 shall be the full extent of the display area available to it at the Event and the Exhibitor shall not be entitled to exhibit outside of this space. If any dispute arises as to the allocation of space, the decision of the Organiser is final.

3.3 In the event of the Exhibitor giving written notice at any time prior to the Event of its intention not to take possession of or use such space allocated to it, or in the event of its failure to take possession of such space by the day prior to the opening of the Event, the Organiser may, without prejudice to its other rights, deal with such space as the Organiser in its absolute discretion thinks fit.

3.4 Machinery can only be displayed on other stands, where the main manufacturer is supporting the show.

3.5 Machinery dealers can display brands that they deal with on their own stands, but they cannot be used as placements on other stands if the main manufacturer is not in attendance. Similarly, if a piece of equipment is designed for a specific machine and cannot be used on another manufacturer’s equipment, then that machine can be used to display the equipment on the stand a the organiser’s discretion. It cannot be used as placements outside the equipment exhibitors stand.

Payment

4.1 The Exhibitor shall pay the Total Price to the Organiser, payable in the instalments and on the dates set out in the Booking Form, or if not stated in the Booking Form, then:

4.1.1 50% of the Total Price on the Exhibitor signing the Booking Form; and

4.1.2 the balance of the Total Price no later than 6 months prior to the Event.

4.2 The Exhibitor must pay to the Organiser in full any other amounts payable under this Agreement within 30 days of the date of an invoice issued by the Organiser.

4.3 Payment may be made by cheque, credit card, debit card, bank transfer, or any other payment method offered by the Organiser from time to time.

4.4 All amounts payable to the Organiser under this Agreement are to be paid by the Exhibitor free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the Exhibitor’s sole responsibility.

4.5 The Exhibitor shall not make any deductions from, nor set-off any sums in relation to the amounts payable to the Organiser under this Agreement. The Organiser may set off any sums that it owes the Exhibitor against any sums that the Exhibitor owes to it.

4.6 The Exhibitor must pay VAT and/or any other applicable sales tax in respect of the Total Price.

4.7 The Organiser is entitled to charge the Exhibitor interest on any payment which is not received by the Organiser when due. This will be calculated on a daily basis at the rate of 4% per annum above the prevailing base rate of the Organiser’s bankers from the date upon which payment was due until the date of payment.

4.8 The Organiser reserves the right to suspend performance of any or all of its obligations under this Agreement until the Exhibitor has paid the Organiser any sums outstanding under this Agreement and the Organiser will not be liable for any matters arising out of any delay by the Exhibitor in payment.

4.9 The Exhibitor will not be allowed to take part in the Event if any payment due under this Agreement is outstanding at the first day of the Event.

 

Cancellation by Exhibitor

5.1 Subject to clause 5.3, the Exhibitor shall be entitled to cancel the booking on notice to the Organiser, in which case the following cancellation charges (the “Cancellation Charges”) shall apply. Any notice of cancellation or reduction must be in writing addressed to the Sales Manager at the address of the Organiser and will be effective when received by the Organiser. An exhibitor will be subject to a Cancellation charge for the cancellation or reduction as follows:

Timing of Cancellation/Reduction	Cancellation Charge
More than 6 months (24 weeks) prior to the first day of the Event	50% of the total charge of the stand cost or 50% of the charge payable for area of the stand cancelled
Less than 6 months (24 weeks) prior to the first day of the Event	100% of the total charge of the stand cost or 100% of the charge payable for area of the stand cancelled

5.2 The Organiser shall also be entitled to treat the following as notice of cancellation by the Exhibitor:

5.2.1 the Exhibitor cancels a direct debit payment; or

5.2.2 the Exhibitor fails to make a payment on the due date,

Such notice to be effective from the date that the Organiser notifies the Exhibitor of the same, in which case the Cancellation Charges set out in clause 5.1 shall apply.

5.3 The Organiser will invoice the Exhibitor for the appropriate Cancellation Charge which will be payable within 30 days of the invoice date. Where cancellation occurs pursuant to clause 5.2, the Cancellation Charge will be payable as liquidated damages, which the Exhibitor accepts as representing a fair estimate of the loss suffered by the Organiser. The Organiser will credit the Exhibitor with any amounts already paid by the Exhibitor and retained by the Organiser.

5.4 The Organiser reserves the right to cancel a stand booking or bookings and, should a cancellation be issued to an Exhibitor or prospective Exhibitor by the Organiser,  the Organiser is under no obligation to disclose the reasons for this decision.

5.5. Should an exhibitor rebook their stand at an event for a stand at the following year’s event, the exhibitor is entitled to cancel the booking during a cooling off period of 31 days from the last day of the event at which they rebooked. After this period the booking becomes liable to our standard cancellation charges in clause 5.1.

Exhibitor Representative

The Exhibitor must name on the Booking Form at least one person to be its Exhibitor Representative in connection with all matters concerning the Exhibitor and the Event. Each Exhibitor Representative is deemed to be authorised by the Exhibitor appointing him/her to enter into other contracts with the Organiser or its agents as the Exhibitor Representative considers necessary in connection with the Event and such contracts shall be binding on the Exhibitor.

Hours of opening

The Event will be open to visitors between the times stated and advertised by the Organiser (subject to the Venue owners’ rights and causes beyond the control of the Organiser). Throughout such times the Exhibitor undertakes to have its Exhibits and stand on display, in good order, adequately attended and not covered up. No Exhibitor shall have the right prior to the final closing of the Event to pack or remove Exhibits or the stand without the prior written permission of the Organiser.

Exhibitor Manual

The Exhibitor Manual is displayed on the Event Website and the Exhibitor warrants that it shall comply with its terms.

Stand & Display Arrangement

9.1 Exhibits shall be so arranged as not to obstruct the general view, nor to hide the Exhibits of others. Plans for specially built stands (including layout, arrangement, height and materials) other than those constructed from the Shell Scheme Stand or Modular Stand must be submitted to the Organiser for approval, such approval not to be unreasonably delayed or declined, before construction is commenced.

9.2 If any dispute arises as to the allocation of space, or as to the extent of any extra space deemed by the Organiser to be occupied by the Exhibitor beyond that allocated, the decision of the Organiser shall be final.

9.3 If, in the opinion of the Organiser, the Exhibitor’s display extends beyond the allocated space, the Organiser may, at its sole discretion, charge the Exhibitor for the extra space occupied at the prevailing rate.

9.4 The Organiser reserves the right to relocate any Exhibitor at any time if the Organiser, in its absolute discretion, thinks it necessary in the best interests of the Event, but shall take all reasonable steps to provide space of a comparable size.

9.5 The Organiser may take any action that in deems necessary with regard to the positioning or construction of the Exhibitor’s stand(s) if, in the Organiser’s reasonable opinion, there is any health or safety risk to the Organiser’s staff, agents, exhibitors or visitors.

9.6 A Space Only Exhibitor is responsible for erecting partitions 2.5 metres high in between its own and adjoining stands, extending to the boundaries of the stands. In the event that such space borders the perimeter of the Event, the Space Only Exhibitor is responsible for erecting a partition 2.5 metres high along the rear of the space.

9.7 The maximum height of stands is limited to 2.5 metres except where a lower height is necessary due to the specifics of the event venue, as detail in the Exhibitor Manual. Or where a greater height is expressly permitted in writing by the Organiser. Where the stand walls (including towers) exceed 2.5 metres in height, they must be clad and decorated on the reverse side overlooking another exhibitor, in accordance with such details as are approved in writing prior to the Event by the Organiser.

9.8 The Organiser will not permit Exhibits or displays exposing an unfinished surface to neighbouring or nearby stands.

9.9 The Organiser reserves the right to reject stand designs, any Exhibitor display, or advertising that either: (i) does not comply with the requirements of the Exhibitor Manual; and/or (ii) in the reasonable opinion of the Organiser are detrimental to the overall appearance of the Event.

Requirements of Superior Authorities

10.1 The Exhibitor shall comply with all requirements imposed on the Organiser or Exhibitor by the owners, proprietors or managers of the Venue, or any municipal or other competent authority (“Venue Owner”). In addition the Exhibitor shall comply with any notice of such requirements given to the Exhibitor by the Organiser.

10.2 The Exhibitor agrees that the Venue Owner and Organiser reserve the right to take any reasonable action they deem appropriate in response to unacceptable behaviour, including to exclude or remove from the Event or Venue any person or the Exhibitor without refund or liability.

Use of Display Space and Prohibited Acts

11.1 The Exhibitor agrees to only display or advertise goods or services at the Event that are manufactured or supplied by it in the normal course of business. None of the Exhibitor’s goods, services, advertising, other promotional material and/or Exhibits shall in any way breach any applicable law (including intellectual property and Data Protection Regulations) or regulation or otherwise be libellous, defamatory or offensive. The Organiser may take any action that it deems necessary if it reasonably believes that any of the Exhibitor’s goods, services, advertising, other promotional material and/or Exhibits is in breach of this clause 11.1 (including ejection from the Event without refund or abatement of any sums paid or payable in respect of this Agreement).

11.2 The Exhibitor shall not bring any combustible, explosive or otherwise dangerous materials into the Venue.

11.3 Sales by auction are prohibited without the prior written permission of the Organiser.

11.4 The Exhibitor agrees not to assign, sublet or share Exhibit Space or any other space or facilities allotted to the Exhibitor (howsoever provided and whether for payment or not) without the prior written consent of the Organiser, which may be refused at the Organiser’s absolute discretion.

11.5 The Exhibitor shall only be entitled to signage on the Exhibitor’s Event stand, listing in the Event visitor’s guide and other forms of Event promotion if it has paid all sums payable in respect of the booking and signed the Booking Form. The inclusion of any other company, firm, person or organisation in these forms of promotion is strictly at the Organiser’s discretion and will usually result in an additional charge.

11.6 The Exhibitor may only distribute printed or other placards, handbills, circulars or other articles on its own stand, unless agreed in writing by the Organiser, in which case a separate charge will be made. The Organiser will use reasonable endeavours to prevent canvassing for orders or for any other purpose by a non-Exhibitor.

11.7 If it appears to the Organiser that the Exhibitor may be engaged in activities which are deemed by the Organiser in its absolute discretion to be in breach of this Agreement or contrary to the best interests of the Event, or which appear to the Organiser in its absolute discretion unethical or in breach of any law or regulation, the Organiser may cancel any allocation of space or display opportunity which may have been granted to the Exhibitor, whether in the Booking Form or otherwise, and require it forthwith to vacate any space allocated to it and refuse the Exhibitor the right to participate further in the Event, without the Organiser being under any liability to refund or abate any charges paid or payable in respect of this Agreement.

11.8 To the fullest extent permitted by law the Organiser will not be liable for any direct or indirect loss, including loss of revenue, loss of goodwill, excess costs or consequential loss suffered by the Exhibitor, its employees, visitors, customers, staff, agents or contractors however so arising resulting from an exclusion under clause 11.7.

11.9 The Organiser retains the right to dispose of any property of the Exhibitor that is not collected from the Venue by the end of the breakdown period as notified by the Organiser to the Exhibitor from time to time. The Exhibitor will be liable for any costs incurred in such disposal.

Intellectual Property

12.1 The Exhibitor acknowledges that all Intellectual Property Rights held by the Organiser together with any goodwill attaching thereto shall remain the sole property of the Organiser, and that nothing in this Agreement licenses or otherwise grants the Exhibitor the right to use any Organiser Intellectual Property Rights in any way without the express prior written consent of the Organiser.

12.2 The Exhibitor grants to the Organiser a non-exclusive, royalty-free licence to use, during the Term, the Exhibitor’s name and logo in order to promote and advertise the Event and perform its obligations to the Exhibitor under this Agreement.

12.3 The Exhibitor agrees and consents to the use of and reproduction by or on behalf of the Organiser (and its licensees) of the Exhibitor’s name and logo in any audio, visual and/or audio-visual or electronic recordings of the Event, by all or any means and in all or any form of media whether now known or hereafter to be invented (including in connection with the Event website) throughout the world in perpetuity for the purposes of advertising, merchandising and publicity of the Event and other similar events operated by the Organiser.

Data Protection

13.1 If the attendees of the Event expressly consent to their details being made available to the Exhibitor then the Organiser will provide to the Exhibitor certain registration details to be used by the Exhibitor only for its legitimate business interests. The Organiser reserves the right to withhold all or some details concerning attendees of the Event where the Organiser determines it is necessary to do so to comply with its obligations under Data Protection Regulations.

13.2 The Exhibitor warrants to the Organiser that it shall process and use such details only in compliance with Data Protection Regulations. The Exhibitor acknowledges and agrees that it is solely responsible for any processing activities it carries out in respect of attendee details received under this Agreement. The Organiser shall not be liable to the Exhibitor in respect of any processing by the Exhibitor of attendee details provided by the Organiser under this Agreement.

13.3 The Exhibitor acknowledges that the Organiser may pass on the Exhibitor’s (or its personnel’s) contact details to third party suppliers engaged by the Organiser in connection with the Event who may contact the Exhibitor (or the Exhibitor’s personnel) directly to offer to the Exhibitor ancillary services relating to the Event set up (such as display equipment, electrical equipment and technical support) and to contact the Exhibitor (or the Exhibitor’s personnel) in connection with operational requirements for the Event such as venue health and safety requirements.

 

Noise and Disturbance

If, in the reasonable opinion of the Organiser, the Exhibitor creates noise or otherwise acts in any manner that disturbs adjacent exhibitors, the Organiser or visitors it will comply with any request by the Organiser to cease such activities or reduce the volume to a level which the Organiser deems to be reasonable.

Limitation of Liability

15.1 Other than as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

15.2 Nothing in these Conditions limits or excludes the liability of the Organiser for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation.

15.3 Subject to clauses 15.1 and 15.2, the Organiser shall not be liable for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss due to corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses ((i) to (ix) together being “Losses”), whether or not the Organiser was advised of the possibility of such loss by the Exhibitor or any third party.

15.4 Subject to clauses 15.1 and 15.2, the Organiser’s total 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 and/or the Event shall be limited to the Total Price.

Indemnity

16.1 The Exhibitor shall hold the Organiser and each of its Affiliates (the Organiser and its Affiliates together being the “Indemnified Parties” and each an “Indemnified Party”) harmless and indemnify them and their employees and agents against:

16.1.1 any claims by third parties, including for libel, defamation and breach of Intellectual Property Rights or Data Protection Regulations, arising from the actions or omissions of the Exhibitor in connection with the Event or in any way related to the Exhibitor’s participation in the Event (including any breach of clause 12.1 or clause 13); or

16.1.2 any other liability, costs, expenses or losses (including Losses) incurred or sustained by an Indemnified Party arising directly or indirectly from the Exhibitor’s fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement, except where incurred or sustained by an Indemnified Party as a result of any damage or injury caused by that Indemnified Party or official contractors appointed by that Indemnified Party.

16.2 For the purpose of this clause 16, references to an Exhibitor’s fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement include any such fraud, negligence, failure to perform or delay in performance by the Exhibitor’s employees, agents or contractors.

Insurance

17.1 The Exhibitor must have adequate insurance cover in place that includes Public Liability. The minimum cover and limits required (together the “Insurance”) are:

Public Liability

The legal liability of the Exhibitor to pay compensation and claimant’s costs and expenses arising out of bodily injury, disease or illness sustained by any person (other than an employee of the Exhibitor) or loss of or damage to property.

Minimum cover requirement: £2,000,000 for all stands.

Event Expenses

The full value of lost expenses directly incurred in connection with the Event as a result of cancellation, abandonment, postponement, curtailment, failure to vacate or non-arrival of Exhibits arising from any cause beyond the control of the Exhibitor and/or Organiser.

Minimum cover requirement: £10,000 for stands up 10 sqm and £20,000 for all other stands.

Event Property

The full value of property whilst at the Venue, during build-up and pull-out and whilst in transit thereto and therefrom protected against loss or damage.

Minimum cover requirement: £10,000 for stands up to 10 sqm and £20,000 for all other stands. For Events outside the United Kingdom the above values are the sterling equivalent required.

Cancellation, postponement or termination of the Event

18.1 The Organiser shall have no liability to the Exhibitor if the Organiser reschedules, cancels, postpones or re-sites the Event, or reduces the planned period for preparation, display or dismantling the Event, due to an event of Force Majeure, because the Organiser ceases to have the right to hold the Event, or the Organiser reschedules the Event for any other reason, in which case the Organiser shall not be liable to refund any amount paid to the Organiser by the Exhibitor.

Termination

19.1 The Organiser may terminate this Agreement immediately on written notice if:

19.1.1 the Exhibitor is unable to pay its debts as a result of becoming the subject of insolvency, administration or bankruptcy or similar orders, notices, proceedings, resolutions or arrangements or by making a composition with its creditors or going into liquidation or being under the appointment of a receiver or administrator (or any analogous events occur in any other jurisdiction); or

19.1.2 the Exhibitor is in breach of any material term of this Agreement and the breach is not capable of remedy, or if the breach is capable of remedy but the Exhibitor has failed to remedy such breach within 14 days of receipt of notice to do so.

19.2 The consequences of such termination by the Organiser are that the Exhibit Space may be cancelled and offered to another exhibitor, or used in any other manner, and any other services rendered by the Organiser may also be cancelled. Any such termination shall not oblige the Organiser to return to such Exhibitor any amounts already paid to the Organiser in respect of this Agreement or relieve such Exhibitor of its obligation to pay all amounts outstanding in respect of this Agreement to the Organiser.

Electric Lighting and Power

20.1 Official contractors, whose names will be notified by the Organiser to the Exhibitor, will be appointed by the Organiser for electrical work on all stands. The Exhibitor will be responsible for settling accounts for all work that it has ordered directly from a contractor and shall indemnify the Organiser accordingly.

20.2 Where a device is illuminated, the light must be still and not flashing and any direct light from the device must be screened in such a way as to avoid causing nuisance or discomfort to visitors and other exhibitors.

20.3 The Exhibitor must ensure that electrical installations on stands or Exhibits comply with all applicable law and any statutory or local regulations or requirements to which the Event may be subject.

Force Majeure

Notwithstanding the other provisions of this Agreement, the Organiser shall be under no liability for any failure, delay or omission on its part resulting from any event of Force Majeure.

Assignment and other dealings

22.1 The Exhibitor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

22.2 The Organiser may at any time assign, transfer mortgage, charge, subcontract, delegate or declare a trust over any or all of its rights and obligations under this Agreement to any third party or any of its Affiliates or for the benefit of any person.

Confidentiality

23.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party except as permitted by clause 23.2.

23.2 Each Party may disclose the other Party’s Confidential Information:

23.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 23; and

23.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including any relevant securities exchange.

23.3 No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

Announcements

The Exhibitor shall not make, or authorise any person to make, any public announcement concerning this Agreement without the prior written consent of the Organiser (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Entire agreement

25.1 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.

25.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Costs

Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

Waiver

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.

Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

30.1 If any provision or part-provision of this Agreement 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 30 shall not affect the validity and enforceability of the rest of this Agreement.

30.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

No partnership or agency

31.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

31.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

Further assurance

Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

Notices

33.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

33.1.1 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

33.1.2 emailed to the email address specified on the Booking Form for each Party.

33.2 Any notice shall be deemed to have been received:

33.2.1 if delivered by hand, on signature of a delivery receipt;

33.2.2 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

33.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

33.3 This clause 33 does not apply to the service of any proceedings or other documents in any legal action.

Counterparts

34.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

34.2 Transmission of the executed signature page of a counterpart of this Agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

Third party rights

35.1 Except as expressly provided in clause 35.2, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

35.2 The Exhibitor’s obligations under this Agreement (including the indemnities at clause 16, and any other representations, warranties and undertakings) are given for the benefit of all Organiser Affiliates. It is intended that all Organiser Affiliates may enforce the benefits conferred on it under this Agreement in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.

35.3 The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

Anti-Bribery

The Organiser and the Exhibitor shall comply with the Organiser’s anti-bribery and anti-corruption policies (available to the Exhibitor on request) as updated from time to time.

Governing law

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 English law.

Jurisdiction

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).

---

by Alex Barlow

Supply of Content

Supply of content

Terms and conditions for supply of content - Agriconnect

1. Definitions
   1.1 The definitions and rules of interpretation in this condition apply in the Contract.
   Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common
   control with another entity.
   Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales.
   Charges: the price for the Content and any additional costs set out in the Order.
   Confidential information: all confidential or proprietary information (however recorded or
   preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.
   Content: all content including white papers, newsletters, specialist supplements and reports, websites, video, webinars, infographics, primary research, advertising creative, editorial services, native advertising, custom publishing, e-Books, mobile apps, sundry marketing collateral provided by Agriconnect to the Customer, comprised of (i) IM-branded Content; (ii) Third Party Content; or (iii) Other Content.
   Contract: a contract between you and us in relation to supply of content incorporating the
   Order and these Terms and Conditions under condition 2.
   Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under 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 without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data.
   Force Majeure Incident: any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
   IM-branded Content: Content which is developed by or on behalf of us and attributed to or
   using one of our brands, for example, “Investment Week”.
   Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
   Order or Order Form: the order form summarising the Content you wish us to provide and other agreed principal terms.
   Other Content: Content which is neither IM-branded Content nor Third Party Content.
   Payment Schedule: the payment schedule summarised in the Order.
   Project: the project as described in the Order Form.
   Start Date: the date specified on the Order or if none is specified the date of the last signature on the Order.
   Term: the period as set out in condition 3.
   Third Party Content: Content which is developed and supplied by a third party and for which the ownership of the Intellectual Property Rights of that content is specifically retained by that third party, for example photographs, illustrations and certain other images.
   VAT: value added tax chargeable under English law for the time being and any similar additional tax.
   1.2 A reference to “we”, “us”, our” or “Agriconnect” is to Arc Media Holdings Limited (company number 13558953) with registered office at Unit 4 Fulwood Park Caxton Road, Fulwood, Preston, England, PR2 9NZ or an Affiliate as identified in the Order. Agriconnect is a trade name of Arc Media Holdings Limited. A reference to “you”, “your” is a reference to the customer, your advertising agency or other entity identified in the Order.
   1.3 Condition headings shall not affect the interpretation of the Contract.
   1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
   1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2. Conditions and Order
   2.1 These conditions shall: (i) apply to and be incorporated in the Contract; and (ii) prevail over any inconsistent terms or conditions contained in, or referred to in, the Order or specification, or implied by law, trade custom, practice or course of dealing.
   2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.
   2.3 No order, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing services pursuant to the order, at which point a contract shall be formed between us and you for the supply and purchase of services specified in the order on these conditions.
   2.4 Your standard terms and conditions (if any) attached to, enclosed with or referred to in the Order or sent under separate cover shall not govern the Contract.
   2.5 To the extent there is any conflict between the Order and these conditions, the Order shall take precedence.
3. Term
   3.1 The Contract shall take effect on and from the Start Date and shall continue for the period specified in the Order Form or until all Content is delivered pursuant to the Order Form.
4. Our Rights and Obligations
   4.1 We will use reasonable endeavours to manage and complete the Project and to deliver the Content to you in accordance in all material respects with the Order Form.
   4.2 We will use reasonable endeavours to meet the performance dates specified in the Order Form, but any such dates shall be estimates only.
5. Your Rights and Obligations
   5.1 You undertake to us:
   (a) to co-operate with us in all matters relating to the Project;
   (b) to provide in a timely manner such access to your materials, data and, where
   appropriate, premises and such office accommodation and other facilities, as we
   request; and
   (c) to provide in a timely manner such information as we request, and ensure that such
   information is accurate in all material respects.
   5.2 If performance of our obligations under the Contract is prevented or delayed by any act or omission of you or your agents, sub-contractors or employees, you will in all circumstances be liable to pay to us on demand all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to us confirming such costs, charges and losses to you in writing.
   5.3 You will not, without our prior written consent, at any time from the date of the Contract to the expiry of six months after the completion of the Content, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged by us as an employee or sub-contractor, except that you will not be in breach of this condition 5.3 if you hire our employee or sub-contractor as a result of a recruitment campaign not specifically targeted to our employees or sub-contractors. Any consent given by us in accordance with this condition shall be subject to you paying us on demand a sum equivalent to 20% of the then current annual remuneration of our employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by you to such employee or sub-contractor.
6. Change Control
   6.1 If either party requests a change to the scope of the Content, we will, within a reasonable time, provide you a written estimate of:
   (a) the likely time required to implement the change;
   (b) any variations to our charges arising from the change;
   (c) the likely effect of the change on the Project detail in the Order Form; and
   (d) any other impact of the change on the terms of the Contract.
   6.2 If we request a change to the scope of the Content, you will not unreasonably withhold or delay consent to it.
   6.3 If you wish us to proceed with the change, we have no obligation to do so unless and until we and you have agreed in writing on the necessary variations to its charges, the Order Form and any other relevant terms of the Contract to take account of the change.
7. Charges and Payment Terms
   7.1 In consideration of the Content we provide, you will pay us (or our designated agent, as the case may be) the Charges, payable in the instalments and on the dates set out in the Order or if not stated in the Order then:
   (a) 50% upon signature of the Order Form; and
   (b) the balance on the instalments set out in the Order Form such that the final payment is made upon delivery of the final deliverable of Content.
   7.2 The price contained in the Order Form excludes any expenses, materials and third party services, for which we will invoice you.
   7.3 You must pay to us all Charges in full within 30 days of the date on the invoice.
   7.4 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date we may:
   (a) charge interest on such sum from the due date for payment at the annual rate of 4%
   above the base lending rate from time to time of Barclays Bank Plc accruing on a daily
   basis and being compounded quarterly until payment is made, whether before or after
   any judgment; and
   (b) suspend provision of Content and the operation of any rights in respect of such
   Content until payment has been made in full.
   7.5 All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.
   7.6 You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.
   7.7 You must pay VAT and/or any other applicable sales tax.
8. Warranties
   8.1 Each party warrants to the other that:
   (a) it has full authority to enter into the Contract and is not bound by any agreement with
   any third party that adversely affects the Contract;
   (b) it has and will maintain throughout the Term, all necessary powers, authority and
   consents to enter into and fully perform its obligations under the Contract; and
   (c) neither the execution nor performance of the Contract gives rise to a breach of any
   other agreement to which you/we respectively are a party.
   8.2 We warrant to you that:
   (a) we will provide the Content in accordance with good industry practice;
   (b) the Content will conform with all descriptions and specifications that we provide to
   you, including any agreed specification; and
   (c) the Content will be provided in accordance and we will comply with all applicable
   legislation from time to time in force.
   8.3 Save as set out in this condition 8, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9. Intellectual Property Rights
   9.1 We will own all Intellectual Property Rights and all other rights in the IM-branded Content. Unless the Order Form states otherwise, we hereby license all such rights to you free of charge and on a non-exclusive, non-transferable and worldwide basis: (i) to reproduce the IM-branded Content in its entirety unaltered, solely in connection with your business; (ii) for a period not exceeding 12 months.
   9.2 You will not grant sub-licences nor develop, market or distribute the IM-branded Content nor create derivative works from it, in whole or in part, of any of the rights granted of the IMbranded Content, or sub-contract any aspects of exploitation of the rights licensed to it, without our prior written consent.
   9.3 All Intellectual Property Rights and all other rights in the Third Party Content shall remain with the third party. We grant to you (or shall procure for you) a non-transferable, non-exclusive licence to use the Third Party Content for the period in the territory solely for the purpose, in each case as set out in the Order Form, and in line with the terms of the third party.
   9.4 You will not grant sub-licences nor develop the Third Party Content or create derivative works from it, in whole or in part, of any of the rights granted of the Third Party Content, or subcontract any aspects of exploitation of the rights licensed to it, without our prior written consent.
   9.5 In consideration of the sums paid by you, we hereby assign to you absolutely all Intellectual Property Rights throughout the world subsisting in the Other Content for the whole term including any renewals, reversions, revivals and extensions.
10. IPR Indemnities
    10.1 You will indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that our use of your Materials in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
    10.2 We will indemnify and keep indemnified you from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that your use of the Content in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
    10.3 The party seeking to rely on an indemnity at condition 10.1 and 10.2 (“Indemnified Party”) shall:
    (a) promptly and fully notify the other party (“Indemnifying Party”) of any third-party
    claim in respect of which it wishes to rely on the indemnity (“IPR Claim”);
    (b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and
    proceedings and to settle the IPR Claim, always provided that the Indemnifying Party
    shall obtain the Indemnified Party’s prior approval of any settlement terms, which is
    not to be unreasonably withheld;
    (c) provide the Indemnifying Party with any reasonable assistance regarding the IPR Claim
    as is required by the Indemnifying Party, subject to reimbursement by the
    Indemnifying Party of the Indemnified Party’s costs so incurred; and
    (d) not, without prior consultation with the Indemnifying Party, make any admission
    relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party
    considers and defends any IPR Claim diligently and in a way that does not bring the
    reputation of the Indemnified Party into disrepute.
11. Termination by you or us
    11.1 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:
    (a) the other party fails to pay any amount due under the Contract on the due date for
    payment and remains in default not less than 14 days after being notified in writing to
    make such payment;
    (b) the other party commits a material breach of any term of the Contract which breach is
    irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
    (c) an order is made or a resolution is passed for the winding up of the other party, or an
    order is made for the appointment of an administrator to manage the affairs, business
    and property of the other party, or such an administrator is appointed, or a receiver is
    appointed of any of the other party’s assets or undertaking, or circumstances arise
    which entitle a court or a creditor to appoint a receiver or manager or which entitle a
    court to make a winding-up order, or the other party takes or suffers any similar or
    analogous action in consequence of debt, or an arrangement or composition is made
    by the other party with its creditors or an application to a court for protection from its
    creditors is made by the other party;
    (d) the other party ceases, or threatens to cease, to carry on all or substantially the whole
    of its business; or
    (e) 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
    events mentioned in conditions 11.1(c) to 11.1(d) inclusive.
    11.2 Without limiting our other rights or remedies, we may suspend the supply of the Content and/or terminate the Contract if you become subject to any of the events listed in conditions 11.1(c) to 11.1(d), or we reasonably believe that you are about to become subject to any of them.
    11.3 If we cancel or make a significant change to the supply of the Content which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.
12. Consequences of Termination
    12.1 Following termination of the Contract for whatever reason:
    (a) you must immediately pay any sums due to us;
    (b) we will each return to the other (or, at the other’s request, destroy) all materials and
    confidential information belonging to the other that the other had supplied in connection with the Contract;
    (c) any provision of the Contract that expressly or by implication is intended to come into
    or continue in force on or after termination or expiry of the Contract shall remain in
    full force and effect including, without limitation, conditions 7 (Charges and Payment
    Terms), 9 (Intellectual Property Rights), 10 (IPR Indemnities), 12 (Consequences of
    Termination), 14 (Confidentiality), 15 (Data protection), 16 (Limitation of Liability) and
    18 (Miscellaneous).
    (d) the rights granted under the Contract by us to you to the IM-branded Content and the
    Third Party Content shall immediately terminate, and you will no longer use the same
    or use or exploit (directly or indirectly) your previous connection with us or the
    Content.
    12.2 Where we terminate pursuant to condition 11.1 or 11.2, we will not refund you the Charges.
    12.3 Expiry or 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.
13. Force Majeure
    13.1 Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident.
    13.2 If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.
14. Confidentiality
    14.1 You and we each undertake not to at any time during the Contract, and for a period of five years after expiry or termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other or of any member of the group of companies to which the other party belongs, except as permitted by condition
    14.2.
    14.2 You/we may disclose the other’s confidential information:
    (a) to your/our employees, officers, representatives or advisers who need to know such
    information for the purposes of exercising your/our rights or carrying out your/our
    obligations under or in connection with the Contract. You/we shall ensure that you/our
    employees, officers, representatives or advisers to whom you/we disclose the other’s
    Confidential Information comply with this condition 14; and
    (b) as may be required by law, a court of competent jurisdiction or any governmental or
    regulatory authority.
    14.3 Neither you nor we shall use the other’s Confidential Information for any purpose other than to exercise the rights and perform the obligations under or in connection with the Contract.
15. Data Protection
    15.1 Both you and we acknowledge that neither party intends to act as Data Processor of the other’s Personal Data and any processing of Personal Data under the Contract is incidental to the Project and the provision of services.
    15.2 Both you and we will comply with all applicable requirements of the Data Protection Legislation.
    15.3 If we or you handle Personal Data under this Contract not described above, it is the intention of both parties to enter into an appropriate agreement covering the same.
16. Anti-bribery
    16.1 Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and the US Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1.
    16.2 Breach of this condition shall be deemed a material breach under 11.1(b).
17. Limitation of Liability
    17.1 This condition 17 sets out our and your entire financial liability (including without limitation any liability for the acts or omissions of our (or your, as applicable) employees, agents and subcontractors) to us (or to you, as applicable) in respect of:
    (a) any breach of the Contract howsoever arising;
    (b) any use made by you of any rights we assign to you under the Contract; and
    (c) any representation, misrepresentation (whether innocent or negligent), statement or
    tortious act or omission (including without limitation negligence) arising under or in
    connection with the Contract.
    17.2 Nothing in these conditions excludes our or your liability for:
    (a) death or personal injury caused by our negligence; or
    (b) fraud or fraudulent misrepresentation.
    17.3 Subject to condition 17.1 and condition 17.2:
    (a) neither we nor you shall in any circumstances be liable, whether in tort (including
    without limitation for negligence or breach of statutory duty howsoever arising),
    contract, misrepresentation (whether innocent or negligent) or otherwise for:
    (i) loss of profits; or
    (ii) loss of business; or
    (iii) depletion of goodwill or similar losses; or
    (iv) loss of anticipated savings; or
    (v) loss of goods; or
    (vi) loss of contract; or
    (vii) loss of use; or
    (viii) loss or corruption of data or information; or
    (ix) any special, indirect, consequential or pure economic loss, costs, damages,
    charges or expenses.
    (b) each of our and your total liability in contract, tort (including without limitation
    negligence or breach of statutory duty howsoever arising), misrepresentation (whether
    innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract.
18. Miscellaneous
    18.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) 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, if later, at the time recorded by the delivery service; (c) if sent by email, at 9.00 am on the next Business Day after transmission. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this condition, “writing” shall not include email.
    18.2 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. 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.
    18.3 The Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.
    18.4 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
    18.5 No amendment or variation to the Contract shall be effective unless in writing and signed by each party.
    18.6 If any provision or part-provision of the Contract 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 the Contract.
    18.7 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    18.8 A person who is not a party to the Contract has no right to enforce any term of the Contract.
    18.9 The Contract shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).

---

by Alex Barlow

Table Bookings

Event table bookings

Terms & conditions for event table bookings - Agriconnect

1. 1. By registering for and/or attending the Event (as defined below) including for table booking packages, participants are bound by, and comply with, these Terms and Conditions. It is the individual’s responsibility to read and understand these Terms and Conditions.
   2. For the purposes of these Terms and Conditions the “Event” means the event the details of which are as confirmed in the written booking arrangements between the participant and Arc Media Holdings Limited, trading as Agriconnect, (“Agriconnect”) and/or its group companies;
   3. In order to attend the Event, participants must pay in full or have paid in full on their behalf the relevant fee for registration and/or table bookings (as applicable) immediately on booking or by the Due Date.
   4. The fee does not include any travel costs, or any costs of accommodation. The fee relates solely to attendance at the Event and, where applicable, the table booking package as indicated in the completed booking.
   5. If an invoice is requested, payment will be required by return but not later than prior to the Event. If payment is not received within these required time limits, Agriconnect reserves the right to cancel the booking without notice. Payment may be made by cheque, credit card or bank transfer. Please indicate your Booking Reference and surname as a reference on all bank transfers and communications.
   6. Details of the participant’s place and, where applicable, the table booking package at the Event will be confirmed by Agriconnect once the completed booking is received by Agriconnect. Confirmation by Agriconnect of the place at and, where applicable, the table booking package at the Event forms a binding commitment for payment of the full relevant Registration Fee(s) by the individual participant.
   7. Places at the Event are limited and are subject to availability. The table booking package, including the maximum number of guests, food and beverages and any other benefits, will be as stipulated at the time of the booking and any extras or tier changes requested must be agreed with Agriconnect and paid for in advance.
   8. Save as expressly set out in these Terms and Conditions, payments for the Event are non-refundable.
   9. A request that the participant’s confirmed booking is transferred to a colleague may be made by giving written notice to Agriconnect. Agriconnect reserves the right to accept or deny a request for such a transfer. No transfer or assignment of a booking other than to a colleague is permitted.
   10. Agriconnect reserves the right to cancel a participant’s place and, where applicable, the table booking at the Event at any time and for whatever reason (including without limitation cancellation of the Event) on repayment of the Fee, or whatever proportion of the Fee it has actually received; and this repayment shall be in full and final settlement of any claims against Agriconnect by the participant relating to their place at the Event.
   11. In the event of fire, flood, pandemic, lockdown or, without limit, other causes that Agriconnect reasonably believes to be substantial or that are beyond Agriconnect’s control, Agriconnect reserves the right to change the times, dates and the venues of the Event, without incurring any liability to the participant.
   12. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts.
   13. These Terms and Conditions, together with the registration form, constitute the entire agreement of the parties and may be executed by electronic signature. The participant hereby waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to this agreement for the purposes of proceedings issued in respect of their terms. In entering into this agreement, the parties 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. Each participant shall be deemed to have full knowledge of the Terms and Conditions and shall be bound by them in all respects.
   14. These Terms and Conditions may not be modified, amended or rescinded, in whole or in part, except by written amendments signed by both parties.
   15. To the full extent allowed by law and insofar as it is reasonable to do so, the participant agrees not to hold Agriconnect liable for any damage or loss suffered or incurred by them during the course of the Event, including consequential (i.e. losses which are not incurred as a direct consequence of the Event leading to any claim) or indirect losses or loss of profit, through registering for the Event, attending the Event, alteration of the Event schedule, cancellation of the Event, or any error or omission on the part of Agriconnect. This provision does not reduce or restrict Agriconnect’s liability for death or personal injury caused by its negligence or for fraud.
   16. By accepting these Terms and Conditions the participant warrants that they are attending the Event in the course of their business and indemnifies Agriconnect and its staff and agents against all or any loss or damage, injury, actions, proceedings or claims arising from any act or omission of the individual during the course of the Event.
   17. Participants are responsible for taking appropriate insurance cover in connection with their attendance at the Event. Where the individual participant is travelling from outside of the United Kingdom to attend the Event, appropriate travel insurance should be purchased independently and in advance of any travel or travel bookings.
   18. Photographs will be taken at the Event by an official photographer, which may be used in post-Event publicity and on future marketing materials. By completing and submitting the booking form or placing an order via telephone, the participant consents to the official photographer taking such photographs, which may feature the participant and/or their guests, and the use of such photographs as described and, where applicable, undertakes to ensure that all of their guests attending the Event are made aware of the use of the official photographer and consent accordingly to their photograph being taken as described. If the participant or any of their guests do not want their photograph to be taken or used in this way, Agriconnect must be notified prior to the Event.
   19. The views expressed by any speaker at the Event are representative of the speaker’s own opinions and cannot in any way be attributed to Agriconnect. Agriconnect disclaims any liability for views expressed by any speaker at the Event.
   20. Agriconnect is not liable for the content of any entertainment provided. Agriconnect has taken reasonable checks to ensure that it is appropriate for the Event.
   21. Where tickets/admission documents for the Event are posted to the participant, the risk in the documents shall pass to the participant upon the items being posted to the address given by the participant.
   22. In the event of inappropriate behaviour by any individual in the view of Agriconnect or the Event venue operator, they may be refused entry or asked to leave and excluded from the Event without refund or compensation.
   23. Reasonable security searches at the Event venue will take place.
   24. The details of the Event shown in any material supplied by Agriconnect to the customer are correct at the time of printing but the participant shall be responsible for checking with Agriconnect that no alterations have been made
   25. By submitting their personal details, the participant agrees to Agriconnect processing those details in accordance with the purposes made known the participant at the time of collection and Agriconnect’s privacy policy. Agriconnect shall comply with all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of personal data.

---

by Alex Barlow

Event Admission

Event admission terms and conditions

1. By registering for and/or attending the Event (as defined below), participants are bound by, and comply with, these Terms and Conditions. It is the individual’s responsibility to read and understand these Terms and Conditions.
2. For the purposes of these Terms and Conditions the “Event” means the event the details of which are as confirmed in the written booking arrangements between the participant and Farmers Guardian Limited (“Farmers Guardian” and/or “FG Live”) and/or its group companies;
3. In order to attend the Event, participants must pay in full or have paid in full on their behalf the relevant Registration Fee (if applicable) immediately on booking or by the Due Date.
4. The Registration Fee does not include any travel costs, or any costs of accommodation. The Registration Fee relates solely to attendance at the Event.
5. If an invoice is requested, payment will be required by return but not later than prior to the Event. If payment is not received within these required time limits, Farmers Guardian Limited reserves the right to cancel the booking without notice. Payment may be made by cheque, credit card or bank transfer. Please indicate your Booking Reference and surname as a reference on all bank transfers and communications.
6. Details of the participant’s place at the Event will be confirmed by Farmers Guardian Limited once the completed booking is received by Farmers Guardian Limited. Confirmation by Farmers Guardian Limited of the place at the Event forms a binding commitment for payment of the full relevant Registration Fee(s) by the individual participant.
7. Places at the Event are limited and are subject to availability.
8. Payments for the Event are non-refundable (if applicable).
9. A request that the participant’s confirmed booking is transferred to a colleague may be made by giving written notice to Farmers Guardian Limited. Farmers Guardian Limited reserves the right to accept or deny a request for such a transfer. No transfer or assignment of a booking other than to a colleague is permitted.
10. Farmers Guardian Limited reserves the right to cancel a participant’s place at any time and for whatever reason (including without limitation cancellation of the Event) on repayment of the Registration Fee, or whatever proportion of the Registration Fee it has actually received; and this repayment shall be in full and final settlement of any claims against Farmers Guardian Limited by the participant relating to his/her place at the Event.
11. In the event of fire, flood or without limit other causes that Farmers Guardian Limited reasonably believes to be substantial or that are beyond Farmers Guardian Limited’s control, Farmers Guardian Limited reserves the right to change the times, dates and the venues of the Event, without incurring any liability to the participant.
12. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts.
13. These Terms and Conditions, together with the registration form, constitute the entire agreement of the parties and may be executed by electronic signature. The participant hereby waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to this agreement for the purposes of proceedings issued in respect of their terms. In entering into this agreement, the parties 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. Each participant shall be deemed to have full knowledge of the Terms and Conditions and shall be bound by them in all respects.
14. These Terms and Conditions may not be modified, amended or rescinded, in whole or in part, except by written amendments signed by both parties.
15. To the full extent allowed by law and insofar as it is reasonable to do so, the participant agrees not to hold Farmers Guardian Limited liable for any damage or loss suffered or incurred by the them during the course of the Event, including consequential (i.e. losses which are not incurred as a direct consequence of the Event leading to any claim) or indirect losses or loss of profit, through registering for the Event, attending the Event, alteration of the Event schedule, cancellation of the Event, or any error or omission on the part of Farmers Guardian Limited. This provision does not reduce or restrict Farmers Guardian Limited’s liability for death or personal injury caused by its negligence or fraud.
16. By accepting these Terms and Conditions the participant warrants that he is attending the Event in the course of his or her business and indemnifies Farmers Guardian Limited and its staff and agents against all or any loss or damage, injury, actions, proceedings or claims arising from any act or omission of the individual during the course of the Event.
17. Participants are responsible for taking appropriate insurance cover in connection with their attendance at the Event. Where the individual participant is travelling from outside of the United Kingdom to attend the Event, appropriate travel insurance should be purchased independently and in advance of any travel or travel bookings.
18. Photographs and videography will be taken at the Event by an official photographer/videographer, which may be used in post-Event publicity and on future marketing materials. By completing and submitting the Booking Form, the participant consents to the official photographer/videography taking such photographs and videography, which may feature the participant and/or his/her guests, and the use of such photographs/videography as described and, where applicable, undertakes to ensure that all of his/her guests attending the Event are made aware of the use of the official photographer/videographer and consent accordingly to their image (photograph / video) being taken as described. If the participant or any of his/her guests do not want their photograph to be taken or used in this way, Farmers Guardian Limited must be notified prior to the Event.
19. The views expressed by any speaker at the Event are representative of the speaker’s own opinions and cannot in any way be attributed to Farmers Guardian Limited. Farmers Guardian Limited disclaims any liability for views expressed by any speaker at the Event.
20. Farmers Guardian Limited is not liable for the content of any entertainment provided. Farmers Guardian Limited has taken reasonable checks to ensure that it is appropriate for the Event.
21. Where tickets/admission documents for the Event are posted to the participant, the risk in the goods shall pass to the participant upon the items being posted to the address given by the participant.
22. In the event of inappropriate behaviour by any individual in the view of Farmers Guardian Limited or the Event venue operator, they may be refused entry or asked to leave and excluded from the Event without refund or compensation.
23. Reasonable security searches at the Event venue will take place.
24. The details of the Event shown in any material supplied by Farmers Guardian Limited to the customer are correct at the time of publication but the participant shall be responsible for checking with Farmers Guardian Limited that no alterations have been made.
25. By submitting their personal details, the participant agrees to Farmers Guardian Limited processing those details in accordance with the purposes made known the participant at the time of collection and Farmers Guardian Limited’s privacy policy. Farmers Guardian Limited shall comply with all applicable requirements of the Data Protection Act 2018, the General Data Protection Regulation, any successor legislation or other applicable law.

---

by Alex Barlow

Licensing

Licensing

Licensing terms and conditions - Agriconnect

1. DEFINITIONS
   You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
   Us, We, or Our: Arc Media Holdings Limited (company number 13558953), trading as Agriconnect.
   Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
   Authorised Users: those persons listed in the Order or such other persons as are agreed by the parties from time to time.
   Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5.
   Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data “Data Controller”, “Data Processor”, “Personal Data” and “Data Subject” have the meanings in the Data Protection Legislation.
   Digital Materials: the electronic materials described more fully in the Order under ‘Services’
   Materials: the Digital Materials.
   Order: the order form completed and signed by the parties or other written confirmation setting out the particulars of the licence We are to provide You.
   Party: either the licensee or licensor, dependent on the context of the agreement.
   Services: the provision of Materials.
   Member Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
   Licence Fee: The licence fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
   Licence Period: The period in respect of which either (a) a Licence Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
   Term: the period starting from the Start Date and expiring on the End Date as set out in the Order.
   Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
2. AUTHORITY AND LICENCE FOR USE OF DIGITAL MATERIALS
   2.1 We authorise you and/or your Authorised Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Licence Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding. For the avoidance of doubt, free trial periods may not be renewed or repeated without Our express written consent.
   2.2 The Licence Fee shall be paid to Us save insofar as the Order provides that the Licence Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Licence Fee in accordance with the terms of the Order as otherwise set out in this agreement.
   2.3 The authorities and licences set out in clause 2.1 above start when you enter into this agreement and end
   (a) if the Licence Period expires without your agreeing to renew this agreement on the terms and Licence Fee then applying; or
   (b) If this agreement is terminated under clause 7.
   2.4 You and/Your Authorised Users may:
   (a) Search, view, copy and print out material containing Digital Materials for your own use;
   (b) Access the Digital Materials while away from your principal place of work.
   2.5 You shall not:
   (a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement; or
   (b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement.
3. YOUR OBLIGATIONS
   3.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
   (a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
   (b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;
   (c) Alter any part of the Materials or Services; or
   (d) Purport to assign or otherwise dispose of your rights under this agreement.
   3.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
   3.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
   3.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 4.2, you should use your own virus protection software.
   3.5 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
   3.6 You shall provide us such copies of documentation as We reasonably require from time to verify Your compliance with the terms of this Agreement.
   3.7 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Licence Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Licence Fee.
4. OUR OBLIGATIONS
   4.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
   4.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
   4.3 We will use our best endeavours to ensure that Licencee Data is maintained securely and is properly backed-up. In the event of any loss or damage to Licencee Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Licencee Data from the latest back up of such Licencee Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Licencee Data caused by any third party (except those third parties sub-contracted by us to perform services related to Licencee Data maintenance and back-up).
   4.4 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
5. CONFIDENTIALITY
   5.1 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; or
   (b) Was in the other party’s lawful possession before the disclosure; or
   (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; or
   (e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
   5.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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.
   5.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
   5.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Licencee Data maintenance and back-up).
   5.5 We acknowledge that the Licencee Data is your Confidential Information.
   5.6 This clause shall survive termination of this agreement, however arising, by two years.
6. LIABILITY
   6.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
   (a) Any breach of this agreement.
   (b) Any use made by you of the Services or any part of them; and
   (c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
   6.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
   6.3 Nothing in this agreement excludes our liability:
   (a) For death or personal injury caused by our negligence; or
   (b) For fraud or fraudulent misrepresentation.
   6.4 Subject to clause 6.3 above:
   (a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
   (b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
   6.5 Under this clause, our liability includes that of any Affiliate and their respective agents, employees and sub-contractors, includes any other party claiming through you and loss or damage, includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
   6.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
7. TERMINATION
   7.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
   7.2 On termination of this agreement for any reason:
   (a) All licences granted under this agreement shall immediately terminate;
   (b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy archive material, e.g. presentations, containing Materials that were made prior to termination, or copies of such material;
   (c) We may destroy or otherwise dispose of any of the Licencee Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Licencee Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
   (d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
8. DATA PROTECTION
   8.1 You and we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
   8.2 You and we acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor.
   8.3 Without prejudice to the generality of clause 8.1, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
   8.4 Without prejudice to the generality of clause 8.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this agreement:
   (a) process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
   (b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, 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 us);
   (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
   (d) not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) you and we have provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) we comply with reasonable instructions you notify us in writing in advance with respect to the processing of the Personal Data;
   (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators;
   (f) notify you without undue delay on becoming aware of a Personal Data breach and, in any event, within 24 hours;
   (g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
   (h) maintain complete and accurate records and information to demonstrate our compliance with this clause 8.
9. GENERAL PROVISIONS
   9.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
   9.2 We may not without Your prior written consent, assign, transfer or charge any of Our rights in this Agreement save in respect of Affiliates of Ours.
   9.3 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
   9.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
   9.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to [•] or such other address as We advise You from time to time.
   9.6 This contract agreement and the Licence Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
   9.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
   9.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.

---

by Alex Barlow

Memberships

Memberships

Terms & conditions for memberships - Agriconnect

1. DEFINITIONS
   You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
   Us, We, or Our: Arc Media Holdings Limited (company number 13558953), trading as Agriconnect.
   Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
   Authorised Users: those persons listed in the Order or such other persons as are agreed by the parties from time to time.
   Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5.
   Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data. “Data Controller”, “Personal Data” and “Data Subject” have the meanings in the Data Protection Legislation.
   Digital Materials: the electronic materials described more fully in the Order under ‘Services’
   Materials: the Print Materials and Digital Materials.
   Order: the order form completed and signed by the parties or other written confirmation setting out the particulars of the membership We are to provide You.
   Print Materials: the printed physical materials described more fully in the Order under ‘Services’
   Services: the provision of Materials.
   Member Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
   Membership Fee: The membership fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
   Membership Period: The period in respect of which either (a) a Membership Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
   Term: the period starting from the Start Date and expiring on the End Date as set out in the Order;
   Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
2. AUTHORITY AND LICENCE FOR USE OF DIGITAL MATERIALS
   2.1 We authorise you and/or your Authorised Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Membership Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding. For the avoidance of doubt, free trial periods may not be renewed or repeated without Our express written consent.
   2.2 The Membership Fee shall be paid to Us save insofar as the Order provides that the Membership Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Membership Fee in accordance with the terms of the Order as otherwise set out in this agreement.
   2.3 The authorities and licences set out in clause 2.1 above and 3.1 below start when you enter into this agreement and end
   (a) if the Membership Period expires without your agreeing to renew this agreement on the terms and Membership Fee then applying; or
   (b) If this agreement is terminated under clause 8.
   2.4 You and/Your Authorised Users may:
   (a) Search, view, copy and print out material containing Digital Materials for your own use;
   (b) Access the Digital Materials while away from your principal place of work.
   2.5 You shall not:
   (a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement; or
   (b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement
3. AUTHORITY AND LICENCE FOR USE OF PRINT MATERIALS
   3.1 We authorise you to use the Print Materials specified in the Order on a non-exclusive basis for the Term or which you agree to pay Us the Membership Fee save insofar as You and We have agreed that the Print Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding..
   3.2 You may copy the Print Materials for Your own internal use;
   3.3 You shall not attempt to reproduce or distribute any portion of the Print Materials except as expressly permitted in this Agreement.
4. YOUR OBLIGATIONS
   4.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
   (a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
   (b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;
   (c) Alter any part of the Materials or Services; or
   (d) Purport to assign or otherwise dispose of your rights under this agreement.
   4.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
   4.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
   4.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 5.2, you should use your own virus protection software.
   4.5 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
   4.6 You shall provide us such copies of documentation as We reasonably require from time to verify Your compliance with the terms of this Agreement.
   4.7 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Membership Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Membership Fee.
5. OUR OBLIGATIONS
   5.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
   5.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
   5.3 We will use our best endeavours to ensure that Member Data is maintained securely and is properly backed-up. In the event of any loss or damage to Member Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Member Data from the latest back up of such Member Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Member Data caused by any third party (except those third parties sub-contracted by us to perform services related to Member Data maintenance and back-up).
   5.4 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
6. CONFIDENTIALITY
   6.1 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; or
   (b) Was in the other party’s lawful possession before the disclosure; or
   (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; or
   (e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
   6.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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.
   6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
   6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Member Data maintenance and back-up).
   6.5 We acknowledge that the Member Data is your Confidential Information.
   6.6 This clause shall survive termination of this agreement, however arising, by two years.
7. LIABILITY
   7.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
   (a) Any breach of this agreement;
   (b) Any use made by you of the Services or any part of them; and
   (c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
   7.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
   7.3 Nothing in this agreement excludes our liability:
   (a) For death or personal injury caused by our negligence; or
   (b) For fraud or fraudulent misrepresentation.
   7.4 Subject to clause 7.3 above:
   (a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
   (b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
   7.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
   7.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
8. TERMINATION
   8.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
   8.2 On termination of this agreement for any reason:
   (a) All licences granted under this agreement shall immediately terminate;
   (b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy printouts containing Materials that were made prior to termination, or copies of such printouts;
   (c) We may destroy or otherwise dispose of any of the Member Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Member Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
   (d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
   8.3 This agreement will renew for further terms equal in duration to the Term on the same terms as set out in the Order save in respect of the Licence Fee which may be increased by up to 5 (five) percent in respect of each such renewal. The provisions of the preceding sentence shall not take effect if You provide written notice to Us that You wish the agreement to terminate not less than 30 days prior to the expiry of the then current Term or renewal thereof.
9. DATA PROTECTION
   9.1 You and we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
   9.2 You and we acknowledge that for the purposes of the Data Protection Legislation, we are the Data Controller.
   9.3 Without prejudice to the generality of clause 9.1, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
   9.4 Without prejudice to the generality of clause 9.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this agreement:
   (a) process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
   (b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, 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 us);
   (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
   (d) not transfer any Personal Data outside of the UK or European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) you and we have provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) we comply with reasonable instructions you notify us in writing in advance with respect to the processing of the Personal Data;
   (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators,
   (g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
   (h) maintain complete and accurate records and information to demonstrate our compliance with this clause 9.
10. GENERAL PROVISIONS
    10.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
    10.2 We may not without Your prior written consent, assign, transfer or charge any of Our rights in this Agreement save in respect of Affiliates of Ours.
    10.3 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
    10.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    10.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to [•] or such other address as We advise You from time to time.
    10.6 This agreement and the Membership Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
    10.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
    10.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.

 

---

by Alex Barlow