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Date last revised: February 2021

1. Introduction

   1. These Terms are a contract between you and Healthcare Europa Limited a company registered in England and Wales with company number 07823199 and registered office at Runway East, Clifton House, 46 Clifton Terrace, London N4 3JP (we, us).
   2. References to you or your are to the company or other organisation agreeing to the Delegate Pass Order Form, and to the Delegates.
   3. We reserve the right to change these Terms at any time on 30 (thirty) days’ written notice to you. If the changes significantly affect your legal rights or obligations and you do not agree to the changes, you may terminate your Delegate Pass Subscription and the provisions of Condition 12 shall apply. We will treat your continued attendance at Events as acceptance of the updated Terms.
   4. If you need to contact us at any time about these Terms, please email conference@healthcarebusinessinternational.com or your appointed account manager.

2. Definitions and Interpretation

   1. In these Terms, the following words have the following meanings:
      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
      Client Content: all material that you or your Delegates provide to us as part of your Delegate Pass Subscription, including in order to assist us to provide the Events;
      Confidential Information: has the meaning given to it in Condition 7;
      Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679;
      Delegates: your employees authorized to attend the Events.
      IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
      Delegate Pass Subscription: the Delegate Pass Subscription identified in the Delegate Pass Order Forma or otherwise agreed by us, which may be either HBI-365 or HBI Connect;
      Delegate Pass Fee: the fees due for the Delegate Pass Subscription;
      Delegate Pass Order Form: the order form setting out details of the Delegate Pass Subscription you have selected whether completed on our online platform, or through a standalone order form to be digitally signed; and
      Personal Data: shall have the meaning given to it in the Data Protection Legislation.
   2. Words in the singular include the plural and in the plural include the singular.
   3. The headings shall not affect the interpretation of these Terms.
   4. References to Conditions are references to the numbered provisions of these Terms.
   5. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
   6. Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
   7. Any reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

3. Delegate Pass Subscription

   1. The duration of your Delegate Pass Subscription is set out in the Delegate Pass Order Form. Each Delegate Pass Subscription has different benefits and you should carefully check the Delegate Pass Order Form properly reflects the benefits you require. However, we may from time to time replace certain benefits of a Delegate Pass Subscription with comparable benefits to an equivalent without any liability.
   2. The individual who agrees to the Delegate Pass Order Form confirms that it has your authority to enter into these Terms on your behalf and in doing so will bind you to these Terms.

4. Events, Cancellation and Postponement

   1. There may be specific rules for each Event, depending particularly on the attendees and the venue, and we shall make these clear to you before the Event in question. Events may be live or virtual, and we reserve the right to change a live Event to a virtual, online or remote Event at our sole discretion.
   2. Each of us shall comply with all health, safety and security rules that apply to the venue for a live Event together with the provisions of the health and safety laws and regulation including the Health & Safety at Work etc. Act 1975, the Equalities Act 2010 and the Protection from Harassment Act 1997 in attending a live Event.
   3. For a virtual, online or remote Event, you agree that we can have no liability for any unavailability of access to, or poor access to, the Event for reasons outside of our control.
   4. No recording or photographs may be made of all or part of an Event without our prior written consent. However, you agree that we may film, photograph or otherwise record your attendance, including any feedback you give to us and use such recordings for any purpose relating to our business including on our website.
   5. If any materials are provided by us in relation to the Event, you agree that you may only use such materials for your business purposes and may not share them with any third party including by uploading the materials online.
   6. You may not use attendance at an Event for marketing, media, sale promotion, staff reward program or competition purposes whether commercial or non-commercial except with our prior written permission.
   7. Delegates must have photographic ID to attend the Event. If a Delegate is unable to provide identification which matches their registration, we have the right to require the Delegate to leave the Event immediately. If you wish to change the Delegate before the Event, your authorised signatory must inform us via email to conference@healthcarebusinessinternational.com.
   8. It may be necessary for reasons beyond our control to alter the advertised content, timing, programme, speakers and/or venue for an Event or to postpone the Event. We reserve the right to do this at any time without any liability to you or your Delegates including for transport or accommodation costs and expenses.
   9. Notwithstanding any other provision of these Terms, including Condition 11, we shall not be liable to you (including for transport or accommodation costs and expenses) if we are forced to cancel an Event because we are prevented or hindered from hosting the Event due to circumstances beyond our control including fire, flood, government act, act of God and legislative constraint, strikes, labour disputes and malicious damage, interruption in supply by any statutory body, utility company, local authority or other like body, pandemic or epidemic disruption of transport, non-availability of the venue, public health emergencies, pandemics, epidemics and acts of terrorism. In such circumstances, we shall notify you as soon as possible and we will endeavour to re-arrange the Event at a later date or through an online programme.

5. Delegate Pass Fee and Payment

   1. The Delegate Pass Fee is exclusive of taxes, and you shall pay all taxes or other similar charges you are legally required to pay.
   2. We may increase the Delegate Pass Fee at any time, and so if you choose to renew your Delegate Pass Subscription, please check the then current Delegate Pass Fee before you do so.
   3. All invoices are due in accordance with their terms. If any payment is not received full and cleared within 5 (five) Business Days after the due date, and without prejudice to any other rights and remedies available to us, we may:
      (a) suspend your Delegate Pass Subscription and accordingly your attendance at the Events; and
      (b) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Client Content

   1. You warrant and represent that the Client Content will not:
      (a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations;
      (b) infringe the IP Rights or other legal rights of any person;
      (c) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
      (d) contain any Personal Data unless you have the right under the Data Protection Legislation to allow us to use such Personal Data;
      (e) be deliberately or knowingly false, inaccurate or misleading; and/or
      (f) give rise to any cause of action against us.
   2. You grant to us the non-exclusive right and licence to use, edit, publish and distribute the Client Content to provide the Events.
   3. We may make reference to you (including your business name and logo) within our marketing and promotional materials. We will not do anything that may damage your reputation or bring you into disrepute.

7. Confidential Information

   1. Confidential Information means all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
   2. The Receiving Party shall not use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms.
   3. The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees and representatives to the extent that they need to know the same in order to carry out its obligations under these Terms and where those employees and representatives are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
   4. The provisions of Conditions 7.1, 7.2 and 7.3 shall not apply to any Confidential Information which:
      (a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
      (b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
      (c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.

8. Personal Data

   1. You must provide us with the contact details that we request for all Delegates, and keep such information up-to-date. You acknowledge that we determine what personal data is required to purchase the Delegate Pass Subscription and we determine how we use such personal data. Accordingly, we are the controller (as such term is defined in the Data Protection Legislation) of the Delegate’s Personal Data.
   2. We agree to process the Delegate’s Personal Data in accordance with our obligations as a controller under the Data Protection Legislation and in accordance with our privacy policy.

9. Termination, Suspension of Delegate Pass

   1. Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating your Delegate Pass Subscription with immediate effect if:
      (a) the other party breaches any of the provisions of these Terms and if such breach is capable of remedy fails to remedy that breach within 14 (fourteen) days of being notified of the breach; or
      (b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
   2. In addition, we may suspend your Delegate Pass Subscription and accordingly your attendance at an Event at any time if you and/or any Delegate breaches any of the provisions of these Terms and/or we need to safeguard our reasonable interests or those of our other clients.
   3. You may terminate your Delegate Pass Subscription on written notice to us at any time.
   4. For the avoidance of doubt, upon termination of your Delegate Pass Subscription you may no longer attend the Events.
   5. Expiry or earlier termination of your Delegate Pass Subscription shall not affect the accrued rights of the parties. Notwithstanding expiry or earlier termination, the following Conditions shall remain in force: Clauses 1 (Definitions and Interpretation), 7 (Confidential Information), 9.4, 9.5 (Termination), 10 (Warranties and Liability) and 18 (Governing Law and Jurisdiction).

10. Warranties and Liability

    1. We warrant that we will provide the Delegate Pass Subscription and host the Events using reasonable skill and care and in accordance with all applicable laws.
    2. We warrant that we will comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption and put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet our statutory responsibilities.
    3. Except as set out in these Terms, and to the extent permitted by law, no representation, warranties and/or conditions are given or assumed by us in relation to your Delegate Pass Subscription and/or the Events, and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms. In particular, we do not warrant that your Delegate Pass Subscription and/or the Events are fit for your particular purposes, nor that any particular result in relation to your business will be achieved or achievable as a result of your Delegate Pass Subscription and/or the Events.
    4. We shall be liable to you only for losses and damages that arise as a direct result of our breach of these Terms and/or our negligence. Accordingly, we shall not be liable to you for:
       (a) loss of profits;
       (b) loss of business;
       (c) loss or corruption of data or information;
       (d) business interruption;
       (e) loss of or wasted staff or management time; and/or
       (f) any kind of special, indirect, consequential loss or pure economic loss.
       You agree that the provisions of this Condition 10.4 are severable.
    5. Our total liability to you for all claims or series of claims under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Delegate Pass Fee paid by you for your Delegate Pass Subscription in the 12 (twelve) months preceding the date the claim arose.
    6. To the extent we have any liability under these Terms and to the extent permitted by law, we shall be liable only to the company or organisation that has paid the Delegate Pass Fee and not to any individual Delegate.
    7. Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.

11. Force Majeure

    1. For the purposes of this Condition 11, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, epidemic or pandemic.
    2. If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
    3. If performance of any obligation under these Terms is prevented, hindered, or delayed due to an event of Force Majeure for at least 60 days either party shall be entitled to terminate these Terms on written notice to the other party.
    4. The provisions of Condition 11 shall not be relied on in relation to the inability to pay any Delegate Pass Fees due under these Terms.

12. Notices

    1. We may from time to time send any important notices relating to these Terms by email. Such notices may relate to matters including changes to these Terms and increases to our Delegate Pass Fees.

13. Transferring rights

    1. We may transfer our obligations and rights under these Terms to a third party. This may happen, for example, if we sell our business. If this happens, we will notify you in writing. Your rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
    2. You may not transfer your obligations and rights under these Terms without our express prior written permission.

14. Third party rights

    1. These Terms are between us and you. They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

15. Severability

    1. If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, then such provision shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

16. No waiver

    1. No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.

17. Dispute Resolution

    1. If a dispute arises between the parties under these Terms, then within 5 (five) Business Days of the dispute arising, the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 (ten) Business Days, then the parties shall be entitled to pursue legal action under Condition 18.

18. Governing law and Jurisdiction

    1. These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.