VIRTUAL AWARDS TERMS & CONDITIONS
These Virtual Awards Terms & Conditions shall apply in addition to and be construed in conjunction with the Contract Form and the Euromoney Privacy Policy. Any terms not specifically defined below shall be interpreted using the definitions in the Contract Form.
Definitions
You/ Your: the entity or individual purchasing the Awards Services.
We/Us/Our/Euromoney: the Euromoney Group Company specified on the Contract Form.
Anti-Bribery Legislation: all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977.
Awards Services: the services detailed on the Contract Form.
Confidential Information: in relation to either Party, any information, however provided, that relates to the business, financial affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of that Party, including any personal data relating to that Party’s customers or suppliers, together with any other information which ought reasonably be considered to be confidential.
Content means, without limitation, content in any medium, including creative material, text and code, which is supplied by or on behalf of You for the purposes of this Agreement.
Data Protection Law: any applicable laws and regulations relating to the processing, privacy and use of personal data including, without limitation, GDPR, national laws implementing the GDPR, regulations and secondary legislation, as amended from time to time; laws or regulations implementing Council Directive 2002/58/EC, and; any judicial or administrative interpretative of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any national authority.
Euromoney Privacy Policy: As detailed at https://www.euromoney.com/privacy-policy.
Event: the virtual event referred to in the Contract Form as organized by Euromoney.
Fee: the fee listed in the Contract Form payable by You in consideration for the Awards Services.
GDPR: Regulation 2016/679 of the European Parliament and of the Council of April, 27 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
Group Company: in relation to a Party, any company which is a subsidiary or holding company of that Party or a subsidiary of a holding company of that Party, “subsidiary” and “holding company” having the meanings provided in section 1159 of the Companies Act 2006.
Logo: Euromoney’s logo as depicted in the Contract Form or such other additional or replacement logo(s) as We may provide to You from time to time, to be licensed to You on the terms of this Agreement.
Losses: actions, damages, claims, liabilities, costs, losses and expenses (including without limitation reasonable legal fees).
Modern Slavery: slavery (as defined in the United Nations 1926 Slavery Convention); servitude; forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 29 and Protocol); and human trafficking (being the arrangement or facilitation of the travel of another person with a view to that person being exploited).
Party: a party to this Agreement.
Representatives: Your employees, agents or other representatives participating in an Event or otherwise involved in Your receipt of the Awards Services.
Termination Date: the effective date of termination of this Agreement.
VAT: value added tax or any corresponding sales tax applicable in any jurisdiction.
1. Your and Your Representatives’ Responsibilities
1.1 You are responsible for ensuring that Your Representatives are made aware of and procure that they comply with these Virtual Awards Terms and Conditions (“Terms”) and the Parties’ obligations under them. You acknowledge that you are responsible for any failure by your Representatives to comply with these Terms.
1.2 You shall (and shall procure that Your Representatives shall) comply with all relevant laws and regulations which may apply in relation to the Awards Services.
1.3 You shall not do, or omit to do, (and You shall procure that none of Your Representatives shall do, or omit to do) anything which may:
a) bring an Event into disrepute; or
b) be otherwise prejudicial to the image and/or reputation of the Event or Euromoney.
1.4 You acknowledge that participation in an Event is not a guarantee that You will be shortlisted for or win any award. All awards are determined on editorial and not commercial grounds.
1.5 By participating in the Event, You and Your Representatives acknowledge that the Event may be recorded. We reserve the right to use images and videos recorded at the Event with Your or Your Representatives’ photograph and/or likeness in future marketing materials, including social media channels, websites, and print material, without obtaining any further approval from You or making any payment to You.
1.6 We reserve the right to remove any Representative from the Event if, in Our sole discretion, We determine that such Representative’s presence or conduct could:
a) result in Euromoney breaching applicable law;
b) cause a disruption at the Event;
c) hinder the enjoyment of the Event by other participants; or
d) damage the reputation of Euromoney or the Event,
without prejudice to any other rights or remedies available to Us.
2. Access to the Event
2.1 It is your responsibility to ensure that our technology is compatible with your systems prior to registering for an Event or other online content connected to the Awards Services.
2.2 Euromoney is not liable or responsible for any technical issues which may arise as a result of Your failure to ensure compatibility of our technology with your systems. Similarly, We are not liable or responsible for any delay, disruption or disturbance in the operation of the internet or problems caused by Your internet service provider or for any telecommunications failures which are beyond our control. 24 hour access to on-line content may not be available as a result of downtime for repairs, maintenance and/or repairs to Euromoney’s websites and systems.
2.3 You are responsible for procuring the necessary equipment and the payment of any charges necessary to access the Awards Services or related content (where applicable).
2.4 In order to access the Awards Services and related content You may be given user names and passwords, as appropriate.
2.5 Except to the extent that a user name and password is expressly intended for more than one person as confirmed by Us in writing, Your Representatives are not permitted:
a) to share user name and password details with any other person(s) (including for the avoidance of doubt, any other colleague, employee, partner, director, agent or representative of your company); or
b) to make their user names and passwords available to multiple users on a network.
2.6 You and Your Representatives are responsible for all access to any Event and/or use of any related content by them or anyone else using their user names and passwords and for preventing unauthorised use of any such user names and passwords. If you believe there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name, password or any payment information), You must notify us immediately by emailing the contact stated in the Contract Form.
3. Logo License
3.1. We hereby grant to You a non-exclusive, non-assignable, revocable licence to use the Logo, subject to the Permitted Use and Restrictions as stated in the Contract Form, in accordance with these Terms. We (or Our licensors) shall at all times retain all rights, title and interest in the Logo.
3.2. We shall deliver a high-resolution jpeg or png file containing the Logo to You by email within [72] hours of signature of this Agreement by You.
3.3. You shall use the Logo only in the form supplied by Us and shall not distort, adapt, amend or otherwise alter the Logo in any respect.
3.4. You shall not do or permit to be done any act that will or may weaken, damage or be detrimental to the Logo or the reputation or goodwill associated with the Logo or Euromoney, or that may invalidate or jeopardise any registration of the Logo.
3.5. You shall not apply for, or obtain registration of:
a) the Logo for any goods or services in any jurisdiction; or
b) any trade or service mark in any country which consists of, or comprises, or is confusingly similar to, the Logo.
3.6. You shall not grant any sub-licence of, or transfer or otherwise dispose of Your rights to use the Logo.
3.7. You shall notify Us as soon as practicable if You become aware of:
a) any actual, suspected or threatened infringement of the Logo; or
b) any claim made or threatened that use of the Logo infringes the rights of any third party.
4. Publication of Content
4.1. Content provided to Us by You shall be in accordance with any instructions, technical requirements or other specifications of Us from time to time, including (without limitation):
a) the manner of transmission to Us, including the use of standard encryption tools; and
b) the deadline for delivery (in order to meet Our publication deadlines) as specified by Us.
4.2. We shall have no obligation to publish, display or distribute any Content which We have not received by the deadline and/or in accordance with any instructions, requirements and specifications in accordance with clause 4.1.
4.3. We shall use all reasonable endeavours to incorporate any changes requested by You to any Content prior to publication provided that if such changes are submitted too late for publication (according to Our publication deadlines), We shall publish the original Content.
4.4. We shall be entitled to edit and amend any Content if We consider such amendments necessary in order to comply with any of Our legal or regulatory obligations or Our internal codes of conduct.
4.5. You undertake that all Content provided by You to Us shall:
a) comply, without limitation, with all relevant laws and regulations;
b) comply with any instructions or directions issued by or on behalf of Us;
c) not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact;
d) not contain viruses or other harmful components or malware;
e) not contain any content that is unlawful, obscene or defamatory;
f) not breach any codes as may apply to advertising in any territories where the Content is to be shown and directed to residents of that territory; and
g) include any legal or regulatory notices as may be required by Us from time to time.
4.6. You shall not do, or omit to do anything which may damage or be otherwise prejudicial to the image and/or reputation of Euromoney.
5. Provision of Trophies
5.1 You are responsible for ensuring the information submitted by you in relation to the provision of Trophies is complete and accurate. Particular care should be taken to ensure there are no typographical errors or other mistakes in the information you have provided to appear on the Trophy.
5.2 We may, at our discretion, accept an amendment to an order for a Trophy but amendments will not be accepted after the production process for the Trophy has commenced.
5.3 Trophies shall be delivered to you within [30] days of the date of the invoice.
5.4 If we fail to dispatch the Trophy our liability to you is limited to the price of the Trophy. We shall have no liability for any failure to deliver the Trophy to the extent that such failure is caused by: (a) any event, circumstances or causes beyond the parties’ reasonable control; or (b) your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Trophy.
6 Invoices and Payments
6.1 Euromoney shall invoice You for the Fee as specified in the Contract Form and you shall pay the Fee within 30 days of the date of the invoice and in any event prior to the Event, whichever is the sooner.
6.2 The Fee is exclusive of VAT. If VAT is chargeable, You shall, on receipt of a valid VAT invoice from Euromoney, pay to Euromoney such additional amounts in respect of VAT as are chargeable at the same time payment is due.
6.3 Without limiting Euromoney's other legal remedies, You shall pay interest on the sum of any overdue invoices from the due date until payment of the overdue sum at a rate of 4% per annum above the Bank of England's prevailing base rate.
6.4 All amounts payable by You shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
7 Confidentiality
7.1 Each Party (the “Receiving Party”) shall treat Confidential Information disclosed by the other Party (the “Disclosing Party”) as confidential and shall not disclose the Disclosing Party’s Confidential Information to any other person without the Disclosing Party’s prior written consent.
7.2 Clause 7.1 shall not apply to the extent that such information was:
a) Obtained from a third party or in the possession of the Receiving Party without obligation of confidentiality, prior to its disclosure; or
b) already in the public domain at the time of disclosure otherwise than through a breach of this Agreement; or
c) independently developed without access to the Disclosing Party’s Confidential Information.
7.3 The Receiving Party may only disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees and agents who are directly involved in the Event and the Receiving Party shall ensure that such employees and agents are aware of, and comply with, the confidentiality obligations set out in this clause.
8 Data Processing
8.1 In this clause 8 the terms “personal data”, and “processing” shall have the meanings ascribed to them under the Data Protection Laws.
8.2 Euromoney shall:
a) comply with all applicable requirements of the Data Protection Laws and in accordance with the Euromoney Privacy Policy; and
b) process any personal data which it obtains or holds in relation to You or a Representative only for the purposes of carrying out its obligations under these Terms.
8.3 We shall use your personal data for the purpose of providing the Awards Services. We shall also use the personal data you provide us, and which we collect from you, in accordance with applicable law and the Euromoney Privacy Policy. We may share relevant personal data with Event organisers, printers, finance partners, service providers and external delivery partners.
9 Cancellation, Postponement or Change of Event by Euromoney
9.1 If it becomes necessary for any reason for Euromoney to cancel or change the date of any Event, Euromoney may do so, provided that Euromoney notifies You in writing as soon as reasonably practicable.
9.2 If Euromoney cancels an Event and such cancellation results in Euromoney being unable to provide the Awards Services set out in the Contract Form, you may obtain a refund of such proportion of the Fee as Euromoney may reasonably calculate with respect to any part of the Awards Services that have not been provided at the Termination Date.
10 Force Majeure
10.1 In this clause, “Force Majeure” means circumstances which are beyond the reasonable control of a Party and which are reasonably likely to affect Euromoney’s ability to provide the Services, including circumstances which directly affect the attendees of an Event resulting in a reasonable proportion of the attendees being reasonably likely to be prevented from attending the Event.
10.2 If, as a result of Force Majeure, Euromoney is unable to provide the Awards Services and/or Event on the schedule set out in the Contract Form, Euromoney shall use its reasonable endeavours to deliver the Awards Services and/or Event within two months of the original schedule.
10.3 If Euromoney is unable to deliver the Awards Services and/or Event within two months of the original schedule in accordance with clause 9.2, it shall refund the Fee to You as soon as reasonably practicable and in any event within 60 days from the date of notice of cancellation.
10.4 Without prejudice to Euromoney’s obligation to refund any Fees to You, Euromoney accepts no liability and will not be liable for any compensation where the performance of its obligations under this Agreement is made illegal or impossible as a result of Force Majeure.
11. Indemnities
11.1 Each Party shall indemnify the other Party (for itself and on behalf of its respective Group Companies, directors, employees, and representatives) from and against all Losses arising out of or in connection with a third party claim arising as a result of any breach by it of its obligations under clause 8.
11.2 You shall indemnify Euromoney against all Losses awarded against or incurred or paid by Euromoney as a result of or in connection with any claim brought against Euromoney arising out of, or in connection with:
a) any claim that the publication of the Content in accordance with this Agreement infringes any intellectual property rights of or defames any third party; and
b) Your breach of Your obligations under clause 3 of this Agreement.
11.3 We shall indemnify You against all Losses awarded against or incurred or paid by You as a result of or in connection with any claim brought against You for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the use by You of the Logo on the terms of this Agreement.
11.4 Upon receipt by a Party entitled to indemnification under clauses 11.1, 8.2 and 8.3 above (an “Indemnified Party”) of notice of a claim, action or proceeding in respect of which indemnity may be sought hereunder, the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) in writing. The Indemnifying Party shall at its own expense assume and control the defence of any litigation or proceeding in respect of which indemnity is sought and the Indemnified Party shall not settle any claim, action or proceeding in respect of which indemnity is sought without the Indemnifying Party’s written consent, which shall not be unreasonably withheld, and the Indemnified Party shall provide the Indemnifying Party with such assistance (at the Indemnifying Party’s cost) as is reasonably required by the Indemnifying Party.
12. Limitation of liability
12.1 Euromoney shall use reasonable skill and care in its performance of the Awards Services.
12.2 Nothing in this Agreement shall limit or exclude either Party's liability for death or personal injury, fraud or fraudulent misrepresentation or breach of any other liability which cannot be limited or excluded by applicable law.
12.3 Subject to clause 12.2, neither Party shall be liable, whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to this Agreement, for any indirect or consequential losses.
12.4 Subject to clause 12.2, the total aggregate liability of Euromoney to You, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to this Agreement shall not exceed the total amount of the Fees paid or payable under this Agreement.
12.5 The limitations and exclusions of liability set out in this clause 12 shall not apply in respect of:
a) any liability of either Party arising under the indemnities provided in clause 11; or
b) Your obligation to pay undisputed invoiced charges which have already become due and payable.
13. Termination
13.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
a) the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 15 days of that Party being notified in writing to do so;
b) the other Party takes any step or action in relation to its entering administration or being wound up (whether voluntarily or by order of the court), or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
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.
14. Consequences of termination
14.1 On termination of this Agreement for any reason, You shall immediately pay to Euromoney any outstanding unpaid invoices.
14.2 Termination of this Agreement 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 this Agreement which existed at or before the date of termination.
15. Anti-Bribery
15.1 Each Party undertakes that it shall;
a) comply with the Anti-Bribery Legislation; and
b) not engage and has not engaged in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
15.2 Each Party has in place its own policies and procedures to ensure compliance with the Anti-Bribery Legislation and will enforce them where appropriate.
16. Modern Slavery
16.1 Each party shall at all times take reasonable steps to ensure there is no Modern Slavery within its business and shall make all reasonable endeavours to ensure compliance with the same by its suppliers.
16.2 Each Party shall have the right to terminate this Agreement with immediate effect should it have reason to believe that the other Party is in breach of its obligations under clause 16.1.
17. Trade Sanctions
17.1 Neither You, nor any of Your directors, officers, employees or Representatives and their directors, officers or employees nor, so far as You are aware, any agents or other persons acting on behalf of any of the foregoing:
a) is listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) or any similar list maintained by the United Nations, the European Union, or any other relevant governmental entity;
b) directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any government (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of, any of the sanctions administered by OFAC or any equivalent sanctions or measures imposed by the United Nations, the European Union or any other relevant governmental entity (collectively “Sanctions”);
c) directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or
d) is or ever has been in violation of or subject to an investigation relating to Sanctions.
18. Assignment
18.1 Euromoney may at any time assign, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under this Agreement.
18.2 You shall not assign, subcontract, delegate or deal in any other manner with any of Your rights and obligations under this Agreement without the prior written consent of Euromoney.
19. Entire Agreement
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.
20. Governing Law and Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.