PEAK PERFORMANCE
AND THE FUTURE OF WORK

QEII Centre, Westminster

These Terms and Conditions (the “Terms”) are entered into on the Effective Date between Sovereign Minds Summit Ltd, a company registered in England and Wales with company registration number 17145499 (“we/us/ Sovereign Minds”) and the entity signing the Order Form (“Order Form”) which references these Terms. These Terms, along with the Order Form, constitute the agreement between the parties (collectively referred to as the “Agreement”).

Any capitalised term or expression used in Terms but not defined in this Schedule 1 shall have the meaning set out in either the Order Form as applicable. 

1 General

1.1 In the event of any conflict within this Agreement, the Order Form shall take precedence. 

1.2 No promises, terms, conditions, warranties or representations by either party, whether oral or written, including anything which may be implied by law, other than the explicit terms set out in this Agreement, shall form part of our Agreement. 

1.3 Acceptance of an Order shall not (unless it expressly stated otherwise) prejudice any rights, obligations and/or remedies both you and us may have and which have accrued independently of this Agreement. 

2 Exhibition Space 

2.1 You shall occupy the Exhibition Space for the period referred to in the Order Form as a licensee. You shall not obtain any right of exclusive possession, occupation of and/or any other proprietary interest in or to the Exhibition Space.  

2.2 You shall not sublet, nor attempt to transfer nor share occupation of the Exhibition Space or any part of it, except that you may share occupation of the Exhibition Space with other companies which are in the same corporate group as you or which are directly associated in business with you where we have provided our prior written consent to such sharing. 

2.3 We reserve the right to make changes in the layout of the Exhibition at any time including, for example, due to a need to accommodate additional features or events in the Exhibition or to comply with applicable law (including any requirements or regulations of the Authorities) and/or the requirements of the owner/operator of the Venue. Accordingly, any allocation to you of an Exhibition Space is provisional and is subject to change by us in our sole discretion. If, as a result of any such changes, we increase or reduce the size of your Exhibition Space, the Fees shall be increased or reduced (as applicable) pro-rata to the relevant increase or reduction in the size of your Exhibition Space. 

2.4 You shall not display any Exhibit that has a height limit of more than 2.5 metres. If you wish to construct an Exhibit of over 2.5 metres, you shall submit a proposal plan to us for our review and must obtain our prior written approval of such plan. 

2.5 You shall ensure that your Exhibition Space is clean, tidy and in good order at all times. If we consider (at our sole discretion) that your Exhibition Space does not meet this standard, we reserve the right to remedy such breach at your cost and expense. 

2.6 We will provide you with a cleaning service with respect to your Exhibition Space at no extra cost. You shall deposit all rubbish from your Exhibition Space so that it is accessible for the cleaners at the end of each day of the Exhibition. 

2.7 Where you wish to organise activities or events in your Exhibition Space, you shall give us reasonable notice of such activities or events prior to the Exhibition. Where we consider such activities or events involve some risk to participants, the public and/or other people at the Exhibition or their property, we may require you to, and in these circumstances you shall: (a)enter into a separate indemnity by way of deed in our favour and/or the favour of such other person we may specify in respect of any liability arising from or in connection with such activity or event, in a form specified by us; and (b)obtain from participants a form of waiver and/or indemnity in a form that we have approved and/or as may be required by a Venue. 

3 Exhibits 

3.1 All Exhibits must be properly affixed and constructed so as to avoid danger to any person(s) visiting or taking part in the Exhibition. 

3.2 Exhibits must be removed from the Exhibition by the time stated in the Order Form. 

4 Admissions, Passes & Exhibition Guide 

4.1 You shall ensure that any non-transferable passes we supply with respect to our admission of you, your employees, agents, contractors, guests and/or visitors to the Exhibition are presented on request. If you attempt to transfer such a pass to someone who is not an Entrant or otherwise dispose of it, such pass shall become immediately forfeited and no further passes shall be issued in its place. 

4.2 We reserve the right to refuse admission to and expel from the Exhibition any person(s) for any reason whatsoever at our sole discretion. 

4.3 We may publish an official guide to the Exhibition. If we do, you shall provide us promptly upon request with such information in relation to you or your Exhibit as we may require in connection with this guide.  However, we are not responsible nor liable for any omissions and/or errors in the guide unless we have been notified in writing of such omissions and/or errors by the relevant dates specified in the Exhibition Regulations. 

5 Exhibition Regulations 

5.1 You shall (and shall procure that your employees, agents, contractors, guests and visitors shall) comply with the Exhibition Regulations and any reasonable instructions given to you by us or on our behalf in connection with the Exhibition. The Exhibition Regulations will cover such topics as (but not limited to): (a) stand design and presentation, (b) erection and clearance of stands, (c) restrictions on permitted activities during the Exhibition, (d) arrangements for celebrity appearances, (e) exclusions of dangerous materials and fire precautions, (f) compulsory insurance, (g) trading standards and counterfeit goods, (h) electrical installations, (i) admissions and passes, (j) sound and radio equipment, (k) storage of stock, and (l) stand opening times. 

5.2 The detail of the Exhibition Regulations varies from exhibition to exhibition and we will provide you upon request with an example of the Exhibition Regulations that we produced for a previous exhibition. Approximately three months (or such other time as we may determine) before the first day of the Exhibition, we will send you the Exhibition Handbook. 

5.3 It is possible that the owner/operator of the Venue may also notify you of additional requirements and regulations with regard to the Exhibition (“Additional Requirements”). Such Additional Requirements and regulations may relate, for example, to health and safety, trading standards, procedures relating to emergencies, access to the Venue and parking. You shall (and shall procure that your employees, agents, contractors, guests and visitors shall) comply with (a) applicable Laws (b) the Exhibition Regulations and (c) any Additional Requirements and we shall be entitled to terminate this Agreement if we suspect that you are in breach of any regulations or requirements referred to in limbs (a) to (c).  

6 Installations, Sound & Visual Aid Equipment 

6.1 Any and/or all electrical installations must be undertaken by the official electrical contractor as listed in the Exhibition Handbook and you shall be responsible for settling accounts directly with that contractor. No electrical work may be carried out without our prior written consent and we have the right to refuse the display of any electrical device if, in our opinion, it is, or may become, a nuisance to the other exhibitors, visitors and /or guests. 

6.2 You shall not use sound amplification equipment unless the sound is contained within the area of your Exhibition Space. You shall ensure that any visual aid equipment for your stand is positioned so that intended viewers congregate within your Exhibition Space. 

6.3 You shall ensure that no leads connected to any electrical device are outside your Exhibition Space and that they are appropriately routed to ensure that they do not form a hazard. 

7 Fire Risks & Safety 

7.1 You shall comply with all fire and safety regulations that apply to the Exhibition and/or the Venue set out in the Exhibition Handbook. You must ensure that aisles and fire exits are kept clear of Exhibits. 

7.2 All materials used for the interiors of Exhibits must be thoroughly fire-proofed to the satisfaction of the Venue and/or our fire advisor and failure to do so may result in the removal of all non-compliant materials.  

7.3 If you suspect or discover an outbreak of fire, however slight, you must make immediate use of the extinguishers and notify the Venue organiser immediately. 

7.4 You shall not bring into the Venue any substance or article which might potentially be Hazardous without our prior consent, and shall ensure that you comply with any requirements that we may attach as conditions to our consent. For the purposes of this clause 7, “Hazardous” means, in relation to any substance anything that, in our opinion, may (a) create a risk of fire, explosion and/or the release of noxious gases, (b) soil and/or cause damage to the Venue or its contents, and/or (c) cause any risk to the health or safety of occupants of the Venue. 

8 Cancellations & Change of Venue 

8.1 We reserve the right to cancel, postpone or move the Exhibition to another Venue for any reason whatsoever. However, we will notify you as soon as possible if we do so. 

8.2 If the Exhibition is cancelled, we will refund you (without interest) any instalments of the Fees you paid to us paid as at the date of cancellation and no further instalments of the Fees shall be payable by you. 

8.3 If the Exhibition is postponed or moved to another venue, we will provide you with details of the proposed new date(s) and/or Venue. You may cancel your Order in writing within 10 Business Days of your receipt of such details from us, in which case clause 8.2 shall apply to any Fees already paid as at the date of such written notice. If we do not receive any such written notice from you within this period, you will be deemed to have accepted the new dates and/or Venue and the Order Form shall be deemed amended to reflect such changes to the Exhibition.  

8.4 Subject to clause 15.3, you agree that we will have no liability under this Agreement in any way whatsoever and howsoever (whether in contract, tort, or otherwise) arising out of or in connection with any cancellation or postponement of the Exhibition or the relocation of the Exhibition to a new Venue. 

9 Withdrawal 

9.1 You can withdraw from the Exhibition at any time by notifying the Company in writing. If you decide to withdraw, Fees shall be payable as follows: (a)if the date of such notice is more than 6 months before the first day of the Exhibition: 50% of the Fees shall be payable (and we shall issue you a credit note in respect of the other 50%); and (b)if the date of such notice is 6 months or less before the first day of the Exhibition: 100% of the Fees shall be payable. 

9.2 If you decide to withdraw, we may resell or reallocate your Exhibition Space. However, if we do, we are not obliged to reimburse or reduce any Fees paid to us by you. 

10 Fees & Payment 

10.1 You shall pay the Fees in the instalments (if any) shown on the Order Form on the date(s) shown on the Order Form or as otherwise agreed in writing by you and us. Unless stated otherwise on the Order Form, you shall pay each instalment of the Fees within five(5) days of the date of invoice and in any event, in full prior to the start of the event.  

10.2 If applicable, we shall also invoice you in respect of any agreed additional costs and expenses (as specified in the Order Form or otherwise agreed between the parties in writing from time to time) that we incur in connection with the applicable Exhibition Booking. 

10.3 If you fail to make payment of any Fees due (“Debt”), then you shall be liable to pay interest (accruing on a daily basis) on the unpaid amount to be calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from the due date of payment. 

10.4 You shall indemnify us against any and all costs and expenses incurred by us (including legal costs and expenses) in connection with recovering Debt from you. 

10.5 Irrespective of clause 20.2, we shall be entitled to initiate proceedings against you without any notice in order to recover a Debt. 

10.6 All sums payable by you under this Agreement are payable in Pounds Sterling to the bank account indicated on the invoice and are exclusive of any applicable tax, levy or similar governmental charge, including value added or sales tax which must be paid by you in addition to the Fees at the applicable rate. 

10.7 All sums due under this Agreement 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). 

10.8 If you breach this clause 10, we may terminate this Agreement immediately by giving you written notice. 

10.9 Notwithstanding any other provision of this Agreement, if you fail to pay any amount properly due under this Agreement by its due date or breach the Exhibition Regulations: (a)where we have applied any discount to the Fees, such discount shall cease to apply. In these circumstances, we may at our discretion raise a further invoice equal to the amount of the discount, and such invoice shall be payable within the term specified on that invoice or in the Order Form or (if not specified) within thirty (30) days; and/or   (b)we may, in our discretion, decline to enter into any further Agreements with you and/or decline to accept any future Orders from you until all overdue amounts (including any interests and costs) are paid in full.  

11 Intellectual Property 

11.1 Any and/or all Intellectual Property Rights in or to the Exhibit is, and shall remain, your property (or the property of the relevant third-party rights owner(s), if any). You hereby grant (and shall procure the grant of) an irrevocable, non-exclusive, royalty-free, worldwide licence for the duration of the Term to us to use the Intellectual Property Rights in and to the Exhibit for the purpose of performing our obligations and exercising our rights under this Agreement and for advertising and marketing purposes. 

11.2 Any and/or all Intellectual Property Rights owned by or licensed to us and supplied to you under or in connection with this Agreement are, and shall remain, our property (or the appropriate third party rights-owner(s), if any) (“Sovereign Minds IP”). Subject to your compliance with this Agreement (including your payment obligations under clause 10) we hereby grant (and shall use reasonable endeavours to procure the grant to you of) to you a limited, revocable, non-exclusive licence for the Term of this Agreement to use to the Sovereign Minds IP solely for the purpose of performing your obligations under this Agreement. 

11.3 If you breach this clause 11, we may terminate this Agreement immediately by giving you written notice. 

11.4 You shall fully and effectively indemnify and hold harmless us and our Group Companies against all losses, actions, costs (including legal fees and disbursements on a solicitor/client basis), claims, demands, fines, damages and liabilities, of whatever nature, incurred or suffered by or made against ourselves and/or our Group Companies, whether or not foreseeable, arising directly or indirectly, wholly or in part, out of or in connection with any claim made by a third party that (a) the use of any Exhibit by us and/or our Group Companies, and/or (b) any Exhibit; infringes any third party Intellectual Property Rights. 

12 Data Protection & Confidential Information Data Protection 

12.1 Each party warrants, represents and undertakes to the other that: (a)it complies and shall comply throughout the Term of this Agreement with all Data Privacy Laws; (b)it has (or has procured) and shall have (or shall procure) throughout the Term of this Agreement, all necessary permissions, consents and approvals of Data Subjects to provide their respective Personal Data to the other party and if applicable to allow the other party and/or its Group Companies to Process such Personal Data in the course of performing its obligations under this Agreement; and (c)it shall not do or omit to do anything which causes the other party to breach any Data Privacy Laws or contravene the terms of a party’s registration, notification or authorisation (if applicable) under Data Privacy Laws and/or the registration, notification or authorisation of any of our Group Companies under  Data Privacy Laws. 

12.2 Each party shall comply with all reasonable lawful instructions from the other party in relation to the processing of the Personal Data and take all necessary organisational and technical measures to ensure that Personal Data is safe from loss, theft or corruption. 

12.3 Unless otherwise notified in writing, you confirm that Sovereign Minds may transfer, process or store Data supplied to it by you outside of the UK. 

12.4 A party’s breach of any part of this clause 12 shall entitle the other party to terminate this Agreement immediately by giving the breaching party written notice. Confidential Information 

12.5 Both parties may receive (“Receiving Party”) Confidential Information belonging to the other (“Disclosing Party”) whether before or after the Effective Date of this Agreement. The Receiving Party shall (a) keep the Confidential Information confidential, (b) not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with clauses 12.4, or 12.5, and (c) not use the Confidential Information for any purpose other than the performance of its obligations or the enjoyment of its rights under this Agreement (“Permitted Purpose”). 

12.6 The Receiving Party may disclose Confidential Information to its own officers, directors, employees, contractors and advisers who reasonably need to know for the Permitted Purpose (each a “Permitted Third Party”), provided that the Receiving Party shall remain liable to the Disclosing Party for the acts, omissions, and compliance with the terms of these clause 12.3-12.5 of such Permitted Third Party as if such Permitted Third Party was the Receiving Party (and a party to this Agreement).  The Receiving Party shall ensure that each Permitted Third Party is made aware of and complies with all the Receiving Party’s obligations of confidentiality under clauses 12.3-12.5. 

12.7If required by law, the Receiving Party may disclose Confidential Information to a court of law, a court of competent jurisdiction or any governmental or regulatory authority, provided that the Receiving Party shall (if legally permissible) provide reasonable advance notice to the Disclosing Party. 

13 Term and Termination 

13.1 This Agreement shall continue for the Term, unless terminated earlier in accordance with its terms. 

13.2 N/A 13.3 We shall be entitled to terminate this Agreement or any order immediately by written notice if you breach the following provisions of this Agreement:  clauses 5, 7, 10, 11, 12.1-12.2 and 15. 13.4 We shall be entitled to terminate this Agreement immediately by written notice whenever you breach any provision hereof which expressly entitles us to terminate the Agreement.   

13.5 Either of us shall be entitled to terminate this Agreement immediately by giving written notice to the other, if one of us (a) commits any material breach of this Agreement and fails to remedy that breach within 15 Business Days’ written notice of that breach, or (b) commits any material breach of this Agreement that is incapable of remedy. 

13.6 A party shall be entitled to terminate this Agreement immediately by giving written notice to the other if:  (a)in respect of the other party an interim order is applied for or made, or a voluntary arrangement approved, or a petition for a bankruptcy order is presented or a bankruptcy order is made, or a receiver or trustee in bankruptcy is appointed over the other party’s estate or a voluntary agreement or arrangement is approved or entered into, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other’s assets or an undertaking or a resolution or petition to wind up the other is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, or any event analogous to any of the foregoing; or (b)the other party ceases or threatens to cease to carry on business. 

13.7 If you are a natural person, unincorporated association or unincorporated partnership, then we shall be entitled to terminate this Agreement or an order immediately by giving written notice to you, if you are declared bankrupt or make any arrangement with or for the benefit of your creditors or have a county court administration order made against you under the County Court Act 1984. 

14 Expiry & Termination Consequences 

14.1 Expiry or termination of this Agreement shall not prejudice any other rights or remedies you or us may be entitled to, nor will it affect the accrued rights and liabilities of either of us, nor the coming into or continuance in force, of any provision of this Agreement which is intended (explicitly or implicitly) to come into or continue in force, on or after such expiry or termination. 

14.2 Upon expiry or termination of this Agreement: (a)you must promptly pay to us all monies due and payable to us pursuant to this Agreement as at the date of termination or expiration (as the case may be) and you shall have no right to a refund of any payments made by you; (b)we will return to you or destroy (at our option) your Exhibits and/or other property that you have not collected at the end of the Exhibition.  You shall be liable for any costs and expenses incurred by us and/or our Group Companies in returning or destroying such Exhibits and other property; and (c)you shall immediately cease to be our licensee as set out in clause 2. 

15 Liability 

15.1 Subject to clauses 15.3 and 15.4, each party shall have no liability to the other party for any loss or damage under or in connection with this Agreement or any collateral contract, whether in contract, tort (including negligence) or otherwise howsoever arising, which fall within any of the following categories: (a)any form of loss to the extent arising from any incorrect or incomplete information being provided by the other party; (b)any form of loss arising as a result of a failure to follow the lawful instructions of the other party; (c)business interruption, loss of anticipated savings, loss of business opportunity or loss of goodwill (in each case whether direct or indirect loss); and (d)any indirect, consequential or special loss (even though the other party may be or become aware of the circumstances in which such loss could arise). 

15.2 Without prejudice to clause 15.1, but subject to clauses 15.3 and 15.4: (a)our maximum aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, including under any indemnity, shall in no circumstances exceed an amount equal to the Fees paid or payable by you to us under this Agreement; and  (b)your maximum aggregate liability to us under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, including under any indemnity, shall in no circumstances exceed £1,000,000 (one million pounds). 

15.3 Nothing in this Agreement shall exclude either party’s liability for: (a)death or personal injury caused by negligence; (b)fraud or fraudulent misrepresentation; or (c)any other liability that may not be excluded by law. 

15.4 You shall fully and effectively indemnify and hold us harmless against all losses, actions, costs (including legal fees and disbursements), claims, demands, fines, damages and liabilities, of whatever nature, incurred or suffered by or made against us, whether or not foreseeable, arising directly or indirectly, wholly or in part, out of or in connection with: (a)any breach by you of clauses 12, 17 or 18 of this Agreement; and (b)any of your acts or omissions, or acts of your employees, agents, contractors, visitors and/or guests, at the Venue or otherwise in connection with the Exhibition.  

15.5 We shall not (whether in contract, tort, negligence, statutory duty or otherwise) be liable to you under this Agreement for: (a)the safety of your Exhibits or your property; (b)any supply of goods or services by the Venue or any Exhibition supplier; nor (c)any consequential, indirect or special damages (including indirect loss of profit, loss of revenue, loss of business, loss of opportunity). 

15.6 Except as expressly stated in this Agreement, we do not make any warranties of any kind, whether implied, statutory or otherwise, including any warranties of merchantability, non-infringement or fitness for a particular purpose. 

16 Insurance 

16.1 You shall ensure that you take out and maintain Exhibitor Liability Insurance throughout the term of this Agreement to the value of no less than £5,000,000 per incident in order to cover losses, costs and/or expenses you may incur arising out of or in connection with this Agreement. 

17 Anti-Bribery & Corruption 

17.1 You shall: (a)comply with all Laws relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010; (b)comply with our policies and codes of conduct relating to anti-bribery and anti-corruption as may be issued to you from time to time;  (c)promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with your performance of this Agreement; and (d)on our request, certify your compliance with this clause 17 and provide such supporting evidence of compliance as we reasonably request; 

17.2 You shall ensure that any person associated with you who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on such person terms equivalent to those imposed on you in this clause 17 (“Anti-Bribery Provisions”). You shall be responsible for the observance and performance by such persons of the Anti-Bribery Provisions and shall be directly liable for us by such persons of Anti-Bribery Provisions.    

18 Modern Slavery 

18.1 Each party warrants to the other that it will comply with and ensure that all of its employees and any person performing services for and on its behalf comply with, the Modern Slavery Act 2015 (“MSA”) in both spirit and letter.  

18.2 For the avoidance of doubt, each party warrants that it shall:  (a)comply with its obligations, if applicable, to produce a yearly slavery and human trafficking statement detailing its actions to bring an end to human trafficking and slavery; and (b)act to prevent any acts of human trafficking, slavery, servitude, and forced or compulsory labour by ensuring that it has appropriate policies and procedures in place, conducted relevant and appropriate diligence of potential suppliers, provided training to relevant staff and appropriately evaluated and managed risks in its own commercial organisation and in its and/or their supply chain.  

18.3Each party to this Agreement warrants and represents that it is not (and to the best of its knowledge no supplier to its organisation is) subject to any inquiry or investigation for any breach of the MSA or any other legislation in any jurisdiction prohibiting human trafficking, slavery, servitude, forced or compulsory labour.  

18.4If any breach of this clause 18 is suspected or known each party agrees to notify the other party immediately. 

18.5Each party will be entitled to terminate this Agreement immediately upon written notice to the other party if that party is found to be in breach of any part of this clause 18.  

19 Environmental Obligations

 19.1 Each party to this Agreement will comply with and ensure that all of its employees and any persons performing services for or on its behalf comply with Environmental Law. For the purpose of this clause 19.1, “Environmental Law” means all laws, regulations and codes of practice relating to pollution of the environment or harm to human health.  

 19.2 If any breach of this clause is suspected or known each party agrees to notify the other party immediately. 

19.3 Each party will be entitled to terminate this Agreement immediately upon written notice to the other party if that party is found to be in breach of any part of this clause 19.  

20 General 

20.1 Notices. The parties agree that any notice or other communication under this Agreement shall be given or delivered to the other party’s address as set out in the Order Form (or such address or email address as one party shall provide in writing to the other party from time to time) and is received on the day of sending if notifying by email or two days after the date of sending if notifying by post. 

20.2 Disputes. If any dispute arises between us out of or in connection with this Agreement, our respective representatives shall meet within 5 Business Days of receipt of a written notice of such dispute, in an effort to resolve the dispute. If the dispute is not resolved within 5 Business Days of that meeting, the dispute shall be referred to our respective senior management (or their nominees) who shall meet within 5 Business Days of the referral to attempt to resolve the dispute. If, despite following the process set out above, the dispute is not resolved, either of us may refer the matter to the courts. This clause shall not restrict either you or us from initiating any proceedings in respect of a matter where either party has reasonable cause to do so to avoid damage to its business or to protect or present any right of action it may have, or from applying for or obtaining emergency or interlocutory relief. 

20.3 Force Majeure. We shall not be liable to you for any delay or failure to perform hereunder where such failure is due to an act, event, non-happening, omission or accident beyond our reasonable control (including any natural disaster, industrial action, pandemic, epidemic, actions or decrees of governmental bodies, communicable disease, or communications line failure) which (a) hinders, delays or prevents us in performing any of our obligations, and (b) by the exercise of reasonable diligence we are unable to prevent or provide against (“Force Majeure Event”). In such circumstances, we shall be entitled to a reasonable extension of the time for performing such obligations. 

20.4 Publicity. We expressly agree that we and/or our Group Companies shall be entitled to refer to you as a client in sales and marketing literature (including websites) and reproduce your prevailing logo or trade mark for that sole purpose. 

20.5 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 

20.6 Assignment. You may not assign or sub-licence your rights or obligations under this Agreement without the prior written consent of Sovereign Minds. Sovereign Minds may assign its rights and/or obligations under this Agreement at any time without your prior written consent. 

20.7 Amendments and changes. No purported alteration or variation of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement and is signed by an authorised representative of each of the parties to this Agreement. 

20.8 Severability. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid. 

20.9 No Waiver. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it. 

20.10 Further assurance. Each party shall do and execute, or arrange for the doing and executing of, any act and/or document reasonably requested of it by any other party to implement and give full effect to the terms of this Agreement. 

20.11 Remedies cumulative. The remedies under this Agreement are cumulative and no remedy is exclusive of any other remedy except as expressly stated. 

20.12 Counterparts. This Agreement may be entered into in any number of counterparts and by the parties on separate counterparts, all of which taken together shall constitute one and the same instrument. 

20.13 Status of parties. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.

 20.14 Entire agreement. This Agreement sets out the entire understanding of the parties in relation to its subject matter and supersedes any prior understanding or agreement between the parties whether oral or written. Nothing in this Agreement shall, however, limit or exclude any liability for fraud or fraudulent misrepresentation. 

20.15 Governing law and jurisdiction. This Agreement and any dispute or claim arising in connection with this Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales. 

21 Definitions

 21.1 In this Agreement, the following terms have the following meanings: “Agreement” these terms and conditions and any terms and conditions stated in an Order Form; “Authorities” the relevant local authority and any other public authority or body relevant to the Exhibition and/or Venue; “Business Days” any day on which a bank is open for business in London, excluding Saturdays and Sundays; “Confidential Information” information of an operational, administrative, financial or business nature, or which is Personal Data, Sensitive Personal Data or otherwise, and which comes into a party's possession under or in connection with this Agreement that (a) is identified as confidential to the other party; or (b) ought reasonably to be considered as confidential to the other party (whether or not identified as confidential), and in any case shall include
(i) any information relating to  a party including information in respect of a party’s business, activities, personnel, customers, products, business plans, business developments, finances, marketing plans, management systems, new business opportunities, ideas, know-how, processes, policies and/or procedures; “Controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall have the meaning as set out in the Data Privacy Laws from time to time; “Data Privacy Laws” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation:
(i) UK Data Protection Legislation
(ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”);
(iii) EC Directive 2002/58/EC on Privacy and Electronic Communications;
(iv) all local laws or regulations implementing or supplementing the EU legislation mentioned in (ii) and (iii) above;
(v) codes of practice and guidance issued by national regulators relating to the laws, regulations and EU legislation mentioned in (i)-(iv) above; “Exhibits” exhibits and articles displayed or otherwise made available by an exhibitor at the Exhibition Space; “Exhibition” the particular exhibition, show or event where you wish to book a space and specified in the Order Form; “Exhibition Handbook” means the handbook issued to you in accordance with clause 5.2; “Exhibition Space” the space licensed to you at an Exhibition as referred to in an Order Form; “Exhibition Regulations” the regulations and instructions for exhibitors as set out in the Exhibition Handbook; “Exhibitor Liability Insurance” insurance that would cover legal liability to pay compensation, legal costs and expenses as a result of accidental death or injury to a third party and/or damage to their property at the Venue; “Fees” the fees relating to the Order, including all fees, costs and expenses detailed in the Order Form; “Group Company” an entity that directly or indirectly controls, is controlled by, or is under common control with a party.  “Control” shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of an entity whether by contract, ownership of shares, membership on the board of directors, agreement or otherwise. Further, an entity is deemed to be a Group Company when it is carrying out a joint venture with a Group Company;  “Intellectual Property Rights” any and/or all rights in software, inventions, patents, copyrights, design rights, trade marks and trade names, database rights, domain names, service marks, trade secrets, know-how, rights in Confidential Information and other intellectual property rights (whether registered or unregistered) and all applications and registrations for and extensions and renewals of such rights or any of them, anywhere in the world; “Laws” any and/or all applicable laws, statutes, court orders, industry codes, industry regulations and/or industry guidance  (whether in the UK and/or other jurisdictions the Exhibition will be held) including (but not limited to) the Data Privacy Laws; “Lead Data” Personal Data provided by an individual, including but not limited to contact details, where such individual has consented to his/ her Personal Data being provided to us and for us to pass these to you, such Personal Data to comprise as a minimum the details agreed by us with you and specified in a Order Form; “Lead Generation Terms & Conditions” if applicable, terms and conditions relating to our provision of Lead Data to you, the current version of which is set out at Schedule 4; “Order Form” the Order Form executed by both parties which references these Terms and details the Services ordered by Customer and the Fees payable by Customer and any other additional terms in respect of Customer’s access to and use of the Exhibition Space;“Personal Data” has the meaning set out in the Data Privacy Laws; “Process”, “Processed” or “Processing” has the meaning set out in the Data Privacy Laws; “Effective Date” means the date of last signature of the Order Form;  “Term” means the period commencing on the Effective Date and ending on the earlier of the date:
(i) stated on the Order Form; or
(ii) on which you are required to vacate the Exhibition Space as stipulated in the Exhibition Regulations; “UK Data Protection Legislation” means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018; “UK GDPR” has the meaning given to it in the Data Protection Act 2018 (as amended from time to time); and  “Venue” means the venue, being the building or other geographical location where the Exhibition takes place. 

21.2 The words “including”, “include”, “in particular”, “for example” and any similar word or expression are illustrative and are not intended in any way to limit the sense or interpretation of preceding words, and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible. 

21.3 The words subsidiary and holding company have the meanings given to them in the Companies Act 2006, s.1159 (including parent and subsidiary undertakings as defined in section 1162 Companies Act 2006), each section being as in force as at the Effective Date. 

21.4 Clause headings and sub-headings are not be used in its interpretation. 

21.5 Words importing a gender include every gender and references to the singular include the plural and vice versa. 

21.6 References to this Agreement or any other document are to this Agreement or that document as in force for the time being and as amended, supplemented, varied, modified, renewed or replaced or extended. 

21.7        A reference to a statute or statutory provision shall unless otherwise stated be construed as including a reference to any subordinate legislation (as defined by section 21(1) Interpretation Act 1978) made from time to time under the statute or statutory provision whether before or after the Effective Date; and 

21.8 A reference to industry regulations, industry codes, or industry guidance,  shall unless otherwise stated be construed as referring to industry regulations, industry codes, or industry guidance as in force as at the Effective Date and as from time to time modified or consolidated, superseded, re-enacted or replaced (whether with or without modification) after the Effective Date. 

SCHEDULE 2 - LEAD GENERATION TERMS AND CONDITIONS

The following Lead Generation Terms and Conditions (the “Lead Gen T&Cs”) apply to all services relating to the acquisition or generation of Leads by Sovereign Minds for you, including via various of Sovereign Minds’s website properties; via events / projects / campaigns organised by Sovereign Minds; or otherwise (“Lead Generation Services”).

These T&Cs are in addition to and incorporate Sovereign Minds’ Exhibitor T&Cs as set out in Schedule 1.

You agree that by purchasing any Lead Generation Services from us, you are entering into a legally binding agreement on these Lead Gen T&Cs and the Exhibitor Booking T&Cs (“Agreement”).

1 Definitions

“Agreed Purposes” shall mean the purposes for which you may use the Lead Data, as set out in the Order Form;

“Controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall have the meaning as set out in the Data Privacy Laws from time to time;

“International Transfer Requirements” means the requirements of Chapter V of the GDPR (Transfers of personal data to third countries or international organisations);

“Lead” means an individual who provides their Lead Data to Sovereign Minds and consents to their Lead Data being provided by Sovereign Minds to you;

“Lead Data” means Personal Data including but not limited to contact details provided by a Lead to Sovereign Minds to comprise as a minimum the details agreed by Sovereign Minds with you and specified in an Order Form;

“Permitted Recipients” shall mean the parties to the Order Form to which these T&Cs relate, your employees and those of Sovereign Minds;

“Restricted Country” means a country, territory or jurisdiction which is not considered by the EU Commission (or, in respect of personal data transfers caught by the requirements of UK Data Privacy Laws, the relevant UK governmental or regulatory body as applicable) to offer an adequate level of protection in respect of the processing of Personal Data pursuant to Article 45(1) of the GDPR (and/or analogous provisions of UK Data Privacy Laws); and

“Restricted Transfer” means a transfer of personal data from an entity whose processing of Personal Data under this Agreement is caught by the requirements of the GDPR (and/or UK Data Privacy Laws) to an entity located in a territory that processes the relevant Personal Data in a Restricted Country.

2 Leads

2.1 You appoint Sovereign Minds to deliver Lead Data to you relating to Leads in the Territory, on the terms of this Agreement.

3 Duties of Sovereign Minds

3.1 Sovereign Minds shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind you in any way.

3.2 Sovereign Minds shall not make or enter into any contracts or commitments or incur any liability for or on behalf of you, including for the provision of your services or the supply of your goods, and (except with your prior written approval) shall not give any warranty or make any representation to Leads in relation to your goods or services.

3.3 Sovereign Minds warrants that: (a)the Leads provided have been obtained in accordance with all applicable Data Privacy Laws; and (b)we are entitled to provide all Leads provided to you and you may legitimately contact those Leads for the Agreed Purposes.

4  Your Responsibilities

4.1 You must at all times act in good faith towards Sovereign Minds.

4.2 You shall provide to Sovereign Minds all information reasonably required by Sovereign Minds to perform its duties, including complete and accurate information in relation to the manner in which and the purposes for which you intend to use Lead Data delivered to you by Sovereign Minds.

5 Data Protection

5.1 The parties shall, in relation to the Lead Data delivered by Sovereign Minds to you, be independent data controllers and acknowledge that in no circumstances shall Sovereign Minds be deemed to be a joint data controller with you in relation to the Lead Data (or otherwise).

5.2 The provisions which follow set out the framework for acquisition of Lead Data. Sovereign Minds shall disclose the Lead Data collected by Sovereign Minds to you for the Agreed Purposes. Sovereign Minds shall: (a)ensure that it is able to lawfully disclose the set of Lead Data to you for the Agreed Purposes; and (b)ensure that it has in place appropriate technical and organisational measures  to protect against unauthorised or unlawful processing of Lead Data and against accidental loss or destruction of, or damage to, Lead Data.

5.3Each party shall comply with the Data Privacy Laws in connection with its collection, delivery and use of Lead Data and agrees that any material non-compliance by it with the Data Privacy Laws shall constitute a material and irremediable breach of this Agreement. Neither party shall intentionally do, or omit to do, any act or thing that puts the other party in breach of the Data Privacy Laws.

5.4You shall give us reasonable assistance in complying with our obligations under the Data Privacy Laws. In particular, you shall:
(i) promptly inform Sovereign Minds of the receipt of any data subject access request that names Sovereign Minds or a Group Company and comply with our reasonable directions in respect of such request;
(ii) provide us with reasonable assistance in complying with any data subject access request that we or a Group Company receive; and
(iii) notify us without undue delay (and in any event within 48 hours) on becoming aware of (a) any actual or alleged personal data breach (as defined in the GDPR) affecting the Lead Data and/or (b) of any breach of this clause 7 and/or the Data Privacy Laws in respect of the Lead Data and/or the activities contemplated by this Agreement.

5.5Each party (the “indemnifying party”) shall indemnify the other party (the “indemnified party”) against all claims and proceedings and all liability, loss, costs and expenses incurred by the indemnified party as a result of any claim made or brought by or on behalf of a Lead in respect of any loss, damage or distress caused to the indemnified party as a result of: (a)any breach of the Data Privacy Laws or this clause 5 by the indemnifying party, its employees or agents; or (b)any act or omission of the indemnifying party in relation to the Lead Data.

5.6The parties acknowledge and agree that, to the extent the transfer of Lead Data is or does become a Restricted Transfer, the parties shall separately agree a transfer mechanism to legitimise the transfer of the Lead Data from Sovereign Minds to you (“Transfer Mechanism”).  

5.7The parties acknowledge and agree that any agreed Transfer Mechanism may not, in isolation, ensure that your processing complies with the International Transfer Requirements, and the parties agree to cooperate with each other in good faith to agree written variations to this Agreement, and to take such action as may reasonably be required, to ensure that such processing complies with the International Transfer Requirements.  To the extent that Sovereign Minds determines that the processing cannot comply with the International Transfer Requirements, it may at no additional cost and without further liability either: (a)require you to only process the Lead Data within certain jurisdictions and/or subject to certain restrictions, supplementary measures and/or safeguards; and/or (b)suspend provision of the Lead Generation Services and/or terminate this Agreement in whole or in part on immediate written notice without further liability to you.

5.8 Notwithstanding clause 5.7, by entering into any Transfer Mechanism you warrant, represent and undertake (on an ongoing basis) that you can comply in full with the Transfer Mechanism.