Terms & Conditions

STANDARD TERMS AND CONDITIONS – SUPPLY OF SERVICES.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.

Client: the person or firm who purchases Services from the Publisher. Client Default: has the meaning set out in clause 4.5

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.

Contract: the contract between the Publisher and the Client for the supply of Services in accordance with these Conditions.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client’s order for Services as set out in the confirmation email and / or on the sales invoice

Order Form: a form submitted by the Client for the provision of Services set out in that form or the client’s confirmation of services email.

Publisher: The Trade Agency Ltd t/a Healthcare World, registered in England and Wales with company number 13212601

Services: the services as set out in the Order, Order Form or Invoice

2. Basis of contract

2.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Publisher issues written acceptance of the Order in the form of an invoice, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4 Any quotation given by the Publisher shall not constitute an offer. 3. Supply of Services

3.1 The Publisher shall supply the Services to the Client.

3.2 The Publisher shall use all reasonable endeavours to meet any performance dates specified in the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Publisher reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Publisher shall notify the Client in any such event.

3.4 The Publisher warrants to the Client that the Services will be provided using reasonable care and skill.

4. Client’s obligations

4.1 The Client shall:

(a) ensure that the terms of the Order and any information it provides in the Order Form are complete and accurate;

(b) co-operate with the Publisher in all matters relating to the Services;

(c) provide the Publisher with such information and materials as the Publisher may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

4.2 Without prejudice to any other provision of this clause 4, in relation to Services for the publication by the Publisher of material:

(a) The Client shall provide the Publisher with the material for incorporation into the relevant publication or at the relevant event (as set out in the Order) (Publication/Event) all material including editorial, photographs, logos, directory listings and contact details (Material) within 1 week after the Commencement Date, unless this period time is greater than this period remaining prior to the date of the Publication/Event, whereupon the Material must be submitted in time to be processed for the latter deadline. If the Client fails to supply the Material within such period, the Publisher shall have the right to incorporate the Client’s name, address, telephone number and business as set out above, or an advertisement based on these details, in the Publication/Event, the type face and style of which shall be at the discretion of the Publisher and this shall satisfy all the obligations of the Publisher under this agreement

(b) The Publisher agrees to proof the Material and deliver a proof (Proof) to the Client and the Publisher shall supply the Client with a proof of the Material for approval. The Client shall notify the Publisher of its approval or non-approval of the Proof within a period of 2 days from receipt of the Proof by the Client, unless this period of time is greater than the period remaining prior to the date of the Publication/Event, whereupon the Proof must be approved or submitted for amendments in time to be processed for the latter deadline. If the Client does not comply with the time limits set out in this clause 4.2(b), the Publisher may treat the Proof as having been approved by the Client.

(c) If the Client notifies the Publisher that it does not approve the Proof, the Publisher shall correct the Proof at the reasonable request of the Company. If the Client does not accept the Proof after such corrections within 2 days of receipt by it of the corrected Proof, or if the requests are not reasonable, the Publisher may treat the Proof as having been approved by the Client.

(d) The Client accepts that it is the Client’s responsibility to check the Proof for errors, including but not limited to, errors of fact, grammar, spacing, alignment, and resolution and clarity of the Material. The Publisher will not be liable for any errors in the Material.

(e) The Client accepts that the Proof may not reflect a completely accurate colour rendering of the final content to appear in the Publication/Event. The Publisher will not be liable for any difference in colour between the Proof and finished publicationsin the Publication/Event that occurs because of this, unless the Client agrees to an additional fee for a colour official printer’s draft of its Material for proofing purposes, the cost of the fee to be agreed between the parties.

(f) On approval of the Proof the Publisher shall print the Proof in the Publication/Event and online in accordance with the Services. The Publisher will not reset the content other than at the additional cost of the Client.

(g) The Publisher reserves the right to refuse to accept any Material that it considers not to be honest, decent or truthful or, at its absolute discretion, inappropriate.

(h) The Client warrants that none of the Material contains or will contain anything that is obscene, blasphemous, libellous or otherwise objectionable, and warrants the Material will be honest, decent or truthful. The Client further warrants that the Material does not infringe or will not infringe the copyright or any other rights of any person. The Client will keep the Publisher harmless and fully indemnified against all losses, actions, claims, proceedings, costs damages, legal costs and other expenses arising out of the breach of the Client’s Warranties.

(i) The Client accepts that the Publisher will not be granting any exclusivity to the Client in relation to any particular trade or business.

(j) The Publisher shall use its reasonable endeavours to comply with any special request by the Client as to the position of the content in the Publication/Event. The Publisher will not be liable for any failure on its part to comply with such request.

(k) The Publisher agrees to use its reasonable endeavours to publish the Publication/Event as soon as practicable but gives no warranty as to the date of publication. The Client accepts that the Publisher may be required to insert the Material into the Publication/Event with a different calendar date to that displayed in this agreement.

(l) The Publisher reserves the right to withdraw the Material and/or Proof from the Publication/Event at any time. If the Publisher decides to withdraw the Material and/or Proof or not to publish the Publication/Event, it shall notify the Client and shall, upon written request from the Client, refund any payment made by the Client to the Publisher.

4.3 Without prejudice to any other provision of this clause 4, in relation to Services relating to a trade mission (including provision of sales leads):

(a) All contacts sent out and made on behalf of the Client by the Publisher shall be sent from the Publisher and the Publisher will not be responsible for any response or lack thereof from the potential customer.

(b) Material for distribution of Client material to contacts shall be subject to the same rules as Material for the publication set out in elsewhere in this clause 4.

(c) Invitations to “break out events” are for representatives of the Client only and should not be shared outside of the Client.

4.4 Without prejudice to any other provision of this clause 4, in relation to Services relating Speaker Slots and/or Panel Sessions

(a) The Publisher shall not be liable for any changes of date or time for any session or event.

(b) If the Client and/or its nominated speaker(s) is unable to or does not attend a session, the Charges will remain payable.

(d) The Client will be responsible and liable for the content of what it’s speakers say and what its speakers may do and will keep the Publisher harmless and fully indemnified against all losses, actions, claims, proceedings, costs damages, legal costs and other expenses arising out of any such content or action.

4.5 If the Publisher’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Publisher shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Publisher’s performance of any of its obligations;

(b) the Publisher shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Publisher’s failure or delay to perform any of its obligations as set out in this clause 4.5; and

(c) the Client shall reimburse the Publisher on written demand for any costs or losses sustained or incurred by the Publisher arising directly or indirectly from the Client Default.

5. Charges and payment

5.1 The Charges for the Services shall be as stated in the Order.

5.2 The Publisher shall invoice the Client on the Commencement Date.

5.3 The Client shall pay each invoice submitted by the Publisher:

(a) within 14 days of the date of the invoice or in accordance with any credit terms agreed by the Publisher and confirmed in writing to the Client; and

(b) in full and in cleared funds (in sterling) to a bank account nominated in writing by the Publisher, and time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Publisher to the Client, the Client shall, on receipt of a valid VAT invoice from the Publisher, pay to the Publisher such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If the Client fails to make a payment due to the Publisher under the Contract by the due date, then, without limiting the Publisher’s remedies under clause 8, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Publisher.

6.2 The Client grants the Publisher a fully paid-up, non-exclusive, royalty-free, non transferable licence to copy and modify any materials provided by the Client to the Publisher for the term of the Contract for the purpose of providing the Services to the Client.

7. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.2 Nothing in this clause 7 shall limit the Client’s payment obligations under the Contract. 7.3 Nothing in the Contract limits any liability which cannot legally be limited.

7.4 Subject to clause 7.3, the Publisher’s total liability to the Client for all loss or damage shall not exceed the amount of the Charges.

7.5 Subject clause 7.3, this clause 7.5 sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(d) loss of anticipated savings.

(e) loss of or damage to goodwill; and

(f) indirect or consequential loss.

7.6 The terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.7 Unless the Client notifies the Publisher that it intends to make a claim in respect of an event within the notice period, the Publisher shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7.8 This clause 7 shall survive termination of the Contract.

8. Termination

8.1 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 commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without affecting any other right or remedy available to it, the Publisher may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

8.3 Without affecting any other right or remedy available to it, the Publisher may suspend the supply of Services under the Contract or any other contract between the Client and the Publisher if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in clause 8.1(c) or clause 8.1(d), or the Publisher reasonably believes that the Client is about to become subject to any of them; and

(c) the Publisher reasonably believes that the Client is about to become subject to any of the events listed in clause 8.1(b).

9. Consequences of termination

9.1 On termination of the Contract, the Client shall immediately pay to the Publisher all of the Publisher’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Publisher shall submit an invoice, which shall be payable by the Client immediately on receipt;

9.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

(a) The Publisher may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

10.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b)

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and

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

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement.

(a) 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A

failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. 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 this agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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;

(c) This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9 Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.