User Terms & Policies
App Terms & Policies
Platform TermsUpdated: August 25th, 2022
These terms and conditions (as amended under clause 24.3) ("Conditions") govern the supply of Services and the licensing of Software by CME to the Customer. These Conditions apply to the exclusion of any other terms that the Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing.
* Note particularly clause 17 (limitation of liability) *
1. Basis of contract
1.1. Each Bespoke Package Order Form provided to the Customer constitutes an invitation to treat by CME.
1.2. Each Order constitutes an offer by the Customer to take and pay for the Services and accept the Software detailed in that Order, which CME is free to accept or reject in its absolute discretion.
1.3. Following receipt of an Order, CME shall at its option confirm Order Acceptance to the Customer, which shall form part of this Agreement subject to the terms of the applicable Order Form and these Conditions. This Agreement expressly excludes all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, email confirmation or similar document), unless they are expressly incorporated as part of the Order Form and signed by both parties.
1.4. This Agreement shall come into existence immediately following the sending of the Order Acceptance to the Customer (the " Effective Date").
1.5. After the Effective Date, this Agreement may not be terminated except in accordance with its terms.
1.6. Unless expressly stated to the contrary by CME, each Order Form submitted by the Customer is only valid for 30 days from its date of issue.
1.7. If there is an inconsistency between any of the provisions of this Agreement, the following descending order of priority shall apply:
1.7.1. the Bespoke Package Order Form; and
1.7.2. these Conditions.
1.8. Each party warrants that:
1.8.1. it has full capacity to enter into and perform its obligations under this Agreement; and
1.8.2. this Agreement is executed by a duly authorised representative of that party.
2.1. The terms of this clause 2 apply with respect to any Services supplied pursuant to this Agreement.
2.2. During the term of this Agreement, in consideration for the payment of the Charges, CME shall provide the applicable Services to the Customer materially in accordance with the Package Particulars and any relevant Specification.
2.3. CME will use its reasonable endeavours to supply all relevant Services in accordance with any performance metrics set out or referred to in the Package Particulars, these Conditions or the relevant Specification, but time is not of the essence for the performance of the Services.
2.4. CME shall have the right to make any changes to the Services which:
2.4.1. improve the nature or quality of the Services;
2.4.2. are necessary to comply with Applicable Law;
2.4.3. result from a Sourcing Issue; or
2.4.4. do not materially negatively affect the nature or quality of the Services, and CME shall notify the Customer in any such event. Such notification shall include any variations to the Charges which CME reasonably considers to be necessary in light thereof.
2.5. Where there is a Default on the part of the Customer, CME (without limiting its other rights or remedies) may suspend performance (and is relieved from its performance obligations) until the Customer remedies the same. The Customer shall be liable for any costs incurred by CME.
3. Customer obligations
3.1. The Customer shall:
3.1.1. provide all necessary co-operation reasonably required in relation to this Agreement;
3.1.2. comply with any and all obligations which are set out in the Agreement and these Conditions which are stated to be performed by the Customer, together with any other obligations which are apparent or would be ordinarily expected to be complied with by the Customer in the ordinary course of receipt of similar services;
3.1.3. provide such assistance from the Customer's personnel as may be reasonably requested by CME from time to time;
3.1.4. ensure that the terms of the Agreement are complete and accurate;
3.1.5. respond promptly to any request for a decision, guidance, information or instruction which CME may submit in relation to this Agreement from time to time;
3.1.6. not do or permit anything to be done that will or may damage the business, reputation, image and/or good will of CME;
3.1.7. only use the Services for lawful purposes and shall not use the Services:
184.108.40.206. in any way that breaches any Applicable Law;
220.127.116.11. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
18.104.22.168. for the purpose of harming or attempting to harm minors in any way;
22.214.171.124. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
126.96.36.199. to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in clause 3.2 below; or
188.8.131.52. knowingly to transmit any data, send or upload any material that contains Harmful Code;
3.1.8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Platform; and
3.1.9. ensure that there are in place all necessary consents, licences and permissions required to permit CME to access and use all the Customer Content.
3.2. The content standards are as follows:
3.2.1. Customer Content must:
184.108.40.206. be accurate (where it states facts);
220.127.116.11. be genuinely held (where it states opinions); and
18.104.22.168. comply with Applicable Law; and
3.2.2. Customer Content must not:
22.214.171.124. contain any material which is defamatory of any person, obscene, offensive, hateful or otherwise inflammatory;
126.96.36.199. promote sexually explicit material;
188.8.131.52. promote violence;
184.108.40.206. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
220.127.116.11. be used to impersonate any person, or to misrepresent any identity or affiliation with any person;
18.104.22.168. infringe the copyright, database right or trade mark of any other person;
22.214.171.124. give the impression that they emanate from CME if this is not the case; or
126.96.36.199. advocate, promote or assist any unlawful act.
3.3. The Customer shall not attempt to probe, scan, penetrate or test the vulnerability of any of CME's systems or networks or breach any of CME's security or authentication measures, whether by passive or intrusive techniques, without the prior written consent of CME, and subject to any restrictions which CME may impose in its absolute discretion.
4. Onboarding Services
4.1. This clause shall apply where CME has agreed in the Package Particulars to provide Onboarding Services to the Customer.
4.2. Each party shall appoint a project manager who shall have the authority to contractually bind that party with respect to all matters relating to this Agreement. Each party shall use reasonable endeavours to ensure continuity of such project manager.
4.3. CME shall use reasonable endeavours to perform the Onboarding Services in accordance with the timetable set out or referred to in the Package Particulars (if any), but any dates shall be estimates only, and time shall not be of the essence under this Agreement.
4.4. With respect to any Errors contained in any outputs of the Onboarding Services, CME shall use reasonable endeavours to correct any such Error within a reasonable time. The provisions of this clause 4.4 shall then apply again, up to three additional times. If CME is unable to correct such Error after three attempts, either party may terminate the Agreement without further liability to the other party.
5.1. In consideration for the payment of all applicable Charges, CME hereby grants to the Customer a non-exclusive licence for the Term to use the Software.
5.2. Use of the Software shall be restricted to:
5.2.1. the number of Event Spaces / Events determined by the Package;
5.2.2. the type and number of Modules determined by the Package;
5.2.3. the maximum number of Attendees determined by the Package;
5.2.4. object code form;
5.2.5. the normal business purposes of the Customer (and, where "Group use" is expressly permitted by the Package, the normal business purposes of the Customer's Affiliates); and
5.2.6. employees and agents of the Customer (and where "Group use" is expressly permitted by the Package, employees and agents of the Customer's Affiliates).
5.3. With respect to a Mobile App, "Use" means downloading the same from the applicable Download Store and using the same solely in accordance with the Documentation. Use of any Mobile App is also subject to compliance with the Download Store Terms.
5.4. Except as expressly licensed, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, access all or any part of the Software in order to develop software which competes with the same, decompile, disassemble, modify, adapt or make error corrections to the same in whole or in part.
5.5. The Customer shall not:
5.5.1. sub-license, assign or novate the benefit or burden of the licence to the Software in whole or in part;
5.5.2. allow the Software to become the subject of any charge, lien or encumbrance; or
5.5.3. deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of CME.
5.6. CME warrants that the Software will perform in accordance with the Platform Specification in all material respects. The Customer's sole remedy for breach of the warranty under this clause shall be the correction of the Defect by CME in accordance with the level of support purchased by the Customer, as indicated on the Package Particulars and described in the Support Services Specification.
5.7. CME shall provide to the Customer from time to time, copies of the Documentation containing sufficient up-to-date information for the proper use and maintenance of the Software. Such Documentation may be supplied in electronic form.
5.8. The Customer may make such further copies of the Documentation as are reasonably necessary for the use and maintenance of Software and for training the Customer's personnel in use of the Software. The Customer shall ensure that all of CME's proprietary notices are reproduced in any such copy. The Customer may provide copies of the Documentation to any third party who needs to know the information contained in it, provided that such third party first enters into appropriate confidentiality obligations no less stringent than those contained in these Conditions.
5.9. Any unauthorised modifications, use or improper installation of Software by the Customer (or on behalf of the Customer, other than by CME) shall render all CME's warranties and obligations under this Agreement null and void. CME shall not be obliged to rectify any particular Defect if attempts to rectify such Defect other than normal recovery or diagnostic procedures have been made by the Customer or any third parties without CME's permission.
5.10. Notwithstanding any other provision, CME specifically denies any implied or express representation that the Software will:
5.10.1. be fit to operate in conjunction with any hardware items or software products other than with those that are identified in the Platform Specification as being compatible with the Software; or
5.10.2. operate uninterrupted or error-free.
5.11. The Customer acknowledges that backup copies of the Software are not required, as the Platform is not locally installed and the Mobile Apps can only be installed as a result of a download from the relevant Download Store.
6. The Platform
6.1. The Customer's access to the Platform shall be limited to the Authorised Users who are licensed to use the applicable Software.
6.2. The Customer shall ensure that each Authorised User keeps a secure password for his use of the Platform, that such password is changed when he is prompted to do so by the Platform and that each Authorised User keeps his password confidential.
6.3. CME shall:
6.3.1. from the Service Level Start Date, use its reasonable endeavours to comply with the Service Level Agreement; and
6.3.2. endeavour to keep any Platform downtime to a minimum.
6.4. CME shall follow the archiving procedures for Customer Content as described in the Documentation. However, it is the responsibility of the Customer to ensure that Customer Content is appropriately backed-up.
7.1. This clause shall apply where CME agrees in the Package Particulars to provide White Labelling Services to the Customer.
7.2. The Customer grants CME a licence to use its Marks in connection with the white labelling of the Platform.
7.3. CME shall white label the Platform, integrating those Customer Marks as agreed pursuant to the Package Particulars, and taking into account any reasonable guidelines provided by the Customer for the use of the same.
8. Support Services
8.1. The terms of this clause 8 apply where Support Services are provided by CME pursuant to the Package Particulars.
8.2. CME shall provide the Support Services in respect of the Software to the Customer in accordance with the description set out in the Support Services Specification.
8.3. On the Customer informing CME of a Defect in the Software, CME shall perform Included Corrective Maintenance of the Software within the Support Hours applicable to the Customer.
8.4. With respect to Excluded Maintenance:
8.4.1. CME is not obliged to perform any Excluded Maintenance unless the Customer has agreed to pay the applicable Charges in respect of it; and
8.4.2. where CME is performing or has performed the Support Services in circumstances where it is subsequently established that the Defect in the Software was due to any of the Excluded Causes, CME may charge, and the Customer shall pay, the applicable additional charges (calculated on a time and materials basis) in respect of that work.
9. Open-source Software
9.1. The terms of this clause 9 apply where Open-Source Software is made available to the Customer pursuant to this Agreement.
9.2. The Customer acknowledges and agrees that:
9.2.1. CME is making such Open-Source Software available pursuant to the terms of the applicable End User Agreement and such software is provided "as is" and expressly subject to the disclaimer in clause 17.1;
9.2.2. any such Open-Source Software provided by CME may only be used according to the terms and conditions of the End User Agreement.
9.3. The Customer shall comply with the terms of the End User Agreement.
10. Third party software
10.1. The terms of this clause 10 apply where the Platform permits the Customer to embed Third-Party Software into any Event as part of the Services.
10.2. The Customer acknowledges and agrees that:
10.2.1. CME is an agent of the Provider of the Third-Party Software;
10.2.2. CME is not licensing the Third-Party Software to the Customer;
10.2.3. it shall be licensed to use the Third-Party Software only as specified in the applicable End User Agreement. For the avoidance of doubt, no licence is granted by CME.
10.3. The Customer shall comply with the terms of the applicable End User Agreement.
11. Training Services
11.1. The terms of this clause 11 apply where CME has agreed under this Agreement to provide Training Services.
11.2. The Customer acknowledges and agrees that any materials provided in respect of Training Services are licensed to the Customer solely for the purposes of the receipt of such Training Services by the Customer's personnel, unless and to the extent that wider use is expressly permitted by CME in writing.
12.1. The Charges for the Services shall be set out or incorporated by reference in the Package Particulars.
12.2. The Charges shall be invoiced monthly in arrears, except as agreed otherwise in the Package Particulars.
12.3. On no less than 1 month's written notice to the Customer, such notice to expire on the anniversary of the Effective Date, CME may, (in addition to any other amendment to the Charges permitted pursuant to these Conditions), increase the Charges by a percentage equal to the percentage increase in the retail price index since the Charges were originally set or last revised, as appropriate.
12.4. If it is reasonably apparent that any of the Charges in the Package Particulars are incorrect (" Obvious Charging Error"), the Customer shall notify CME of the same. When CME becomes aware of an Obvious Charging Error, it shall promptly notify the Customer of the error together with the correct Charges/charging basis ("Correct Charges"). Following notification of the Correct Charges, such Charges shall apply in place of the Obvious Charging Error. If the Customer objects to the Correct Charges, it may terminate this Agreement on written notice to CME, provided such notice is received no less than five Business Days after the Customer is informed in writing of the Correct Charges.
12.5. If the Customer receives an invoice which it reasonably believes includes a sum which is in excess of what is valid and properly due, it shall inform CME of the same within 60 days of receiving the invoice. Failure to notify CME within the 60-day window shall constitute the Customer's agreement to the amount invoiced.
12.6. Where a failure of the Customer to comply with its obligations under this Agreement (including those set out in these Conditions) results in additional costs for CME and/or wasted time, CME may charge the Customer for the same on a time and materials basis.
12.7. The Customer shall pay each invoice which is properly due and submitted to it by CME within 30 days of the invoice date to a bank account nominated in writing by CME. If CME has not received a payment which is validly due within such period, and without prejudice to any other rights and remedies it may have (but subject to any Applicable Law in force at the time which restricts or excludes the same), CME may charge interest on a daily basis on such due amounts at an annual rate equal to the statutory rate then in force in respect of commercial debt, commencing on the Due Date and continuing until fully paid, whether before or after judgment. Such interest shall accrue on a daily basis and be compounded quarterly.
12.8. All Charges stated or referred to in this Agreement are exclusive of value added tax or other sales taxes, which shall be added to CME's invoice(s) at the appropriate rate.
12.9. CME may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by CME to the Customer.
13. intellectual property
13.1. All Intellectual Property Rights belonging to a party prior to the Effective Date shall remain vested in that party.
13.2. CME warrants that it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to grant to the Customer pursuant to this Agreement.
13.3. The Customer warrants to CME that CME's possession and use in accordance with these Conditions of materials (including third party materials) supplied by the Customer to CME as part of the Customer Content shall not cause CME to infringe the rights, including any Intellectual Property Rights, of any third party.
13.4. The Customer acknowledges and agrees that:
13.4.1. CME and/or its licensors own all Intellectual Property Rights in the Services and Software;
13.4.2. any Open-Source Software provided to the Customer is owned by its licensors; and
13.4.3. the applicable Provider and/or its licensors own all Intellectual Property Rights in any Third-Party Software.
13.5. Except as expressly stated herein, these Conditions do not grant the Customer any Intellectual Property Rights or any other rights or licences to, in or in respect of the Services.
13.6. CME acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Content. Except as expressly stated herein or as is necessary to perform CME's obligations under this Agreement, these Conditions do not grant CME any Intellectual Property Rights or any other rights or licences to or in respect of any Customer Content.
13.7. Nothing in these Conditions shall be construed so as to prevent CME from using in the furtherance of its own business, general know-how or expertise gained in its performance of this Agreement, provided that any such use does not constitute or result in a disclosure of any Confidential Information in breach of clause 14 or infringement of any Intellectual Property Rights.
14.1. Each party undertakes that it shall not at any time during the Term, and for a period of 3 years after termination of this Agreement, disclose to any person any Confidential Information concerning the other party, except as permitted by clause 14.2 below. A party's Confidential Information shall not include information that:
14.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
14.1.2. was in the other party's lawful possession before the disclosure;
14.1.3. is lawfully disclosed to the receiving party by a third party who is not (to the recipient's reasonable knowledge and belief) bound by obligations of confidentiality in respect of it; or
14.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
14.2. Each party may disclose the other party's Confidential Information:
14.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 14; and
14.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
14.4. Each party shall establish and maintain adequate security measures to safeguard any Confidential Information disclosed to it by the other party from unauthorised access or use, in accordance with Good Industry Practice.
14.5. CME may publicise the fact the Customer is one of its clients, and any such publication shall not constitute an unlawful disclosure of Confidential Information for the purposes of this clause 14.
15. data protection ARRANGEMENTS
15.1. Both parties will comply with all applicable requirements under Data Protection Law. This clause 15 is in addition to, and does not relieve, remove or replace, a party's obligations under Data Protection Law.
15.2. The parties acknowledge that the Customer is the data controller and CME is the data processor for the purposes of Data Protection Law.
15.3. Without prejudice to the generality of clause 15.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Shared Personal Data to CME for the Term.
15.4. Without prejudice to the generality of clause 15.1, CME shall, in relation to any Shared Personal Data that it processes:
15.4.1. process the Shared Personal Data only on the written instructions of the Customer (and for such purposes, written instructions shall include this Agreement);
15.4.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Shared Personal Data and against accidental loss or destruction of, or damage to, Shared Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected ;
15.4.3. assist the Customer (at the Customer's own cost) in responding to any request from a data subject and in ensuring compliance with its obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
15.4.4. notify the Customer without undue delay on becoming aware of a personal data breach; and
15.4.5. at the written direction of the Customer, delete or return Shared Personal Data and copies thereof to the Customer upon the termination of this Agreement unless required by Applicable Law to store the Shared Personal Data.
15.5. CME shall inform the Customer on becoming aware of:
15.5.1. any requirement of Applicable Law which requires CME to process the Shared Personal Data otherwise than on the Customer's documented instructions, unless Applicable Law prohibits such information on important grounds of public interest; or
15.5.2. any instruction from the Customer in relation to the processing of Shared Personal Data which, in the reasonable opinion of CME, infringes Data Protection Law.
15.6. CME may engage another person to process the Shared Personal Data, acting as a sub-processor, provided that it:
15.6.1. informs the Customer of any intended changes concerning the addition or replacement of any sub-processor (and allows the Customer reasonable opportunity to object to such change);
15.6.2. ensures that its sub-processor(s) are engaged on terms equivalent to those to which CME is itself subject under this Agreement;
15.6.3. ensures that any sub-processor provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing of Shared Personal Data will meet the requirements set out in Data Protection Law; and
15.6.4. remains fully liable to the Customer for the acts and omissions of its sub-processor(s).
15.7. CME shall not transfer any of the Shared Personal Data to a third country or international organisation where such transfer is prohibited by Data Protection Law, unless the transfer is first legitimised by a valid data transfer mechanism (e.g. the use of the standard contractual clauses).
15.8. Either party may, at any time on not less than 30 days' notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
15.9. CME shall (subject to the Customer providing appropriate confidentiality undertakings) cooperate reasonably with audits and/or inspections conducted by or on behalf of the Customer or another auditor mandated by the Customer during Business Hours and upon reasonable notice. In doing so, nothing shall require CME to disclose or permit access to any of its (or any third party's) Confidential Information or commercially sensitive information.
16. AGGREGATED DATA
16.1. The Customer acknowledges and agrees that CME shall have the right to:
16.1.1. collect Aggregated Data using the Platform; and
16.1.2. use Aggregated Data for any legal purpose, including:
188.8.131.52. provision of the same to the Customer and/or other CME partners/customers; and
184.108.40.206. the preparation and distribution of benchmarking, research, and/or analytical materials.
16.2. For the avoidance of doubt, Aggregated Data shall not identify the Customer as the source of any specific data, pattern or finding, nor shall it include any personally identifiable information of any individual users of the Platform.
17. Warranties, Indemnities and Limitation of Liability
17.1. All representations or warranties (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in these Conditions are hereby excluded. In particular, but without prejudice to the generality of the foregoing, CME makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability regarding the fitness of the Services for any purpose, whether or not such purpose is disclosed to CME.
17.2. The Customer hereby indemnifies CME from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by CME in connection with:
17.2.1. CME's storage, handling and processing of any Customer Content;
17.2.2. any failure of the Customer to obtain appropriate licences and/or consents in accordance with its obligations under these Conditions or any subsequent revocation or non-renewal of any such licence and/or permit;
17.2.3. any failure of the Customer to ensure its compliance with Applicable Law in accordance with its obligations under these Conditions;
17.2.4. the Customer's breach of any End User Agreement; and
17.2.5. any other Customer Default.
17.3. CME shall defend the Customer, its officers, directors and employees against any claim that the Software or the Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts finally awarded against the Customer in judgment or settlement of such claims, provided that:
17.3.1. CME is given prompt notice of any such claim;
17.3.2. the Customer provides reasonable co-operation to CME in the defence and settlement of such claim (at CME's expense, provided such expenses are reasonable and can be evidenced to CME's satisfaction); and
17.3.3. CME is given sole authority to defend or settle the claim.
17.4. In the defence or settlement of any claim, CME may procure the right for the Customer to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' written notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
17.5. In no event shall CME, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement which is the subject of a claim against CME pursuant to clause 17.4 above is based on:
17.5.1. a modification of the Software by anyone other than CME;
17.5.2. the Customer's use of the Software or the Services in a manner contrary to the instructions/use given to the Customer by CME; or
17.5.3. the Customer's use of the Services after notice of the alleged or actual infringement from CME or any appropriate authority.
17.6. The foregoing states the Customer's sole and exclusive rights and remedies, and CME's (including its employees', agents' and sub-contractors') entire obligations and liability for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
17.7. The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:
17.7.1. any breach of these Conditions howsoever arising; and
17.7.2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
17.8. Nothing in these Conditions shall limit or exclude CME's or the Customer's liability for:
17.8.1. any indemnity granted under these Conditions;
17.8.2. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
17.8.3. fraud or fraudulent misrepresentation; and
17.8.4. any other liability which cannot be limited or excluded by Applicable Law.
17.9. Subject to clauses 17.7 and 17.8, CME's liability in respect of loss or damage under this Agreement in any 12 month period shall not exceed a sum equal to the total Charges paid and payable to CME by the Customer under this Agreement during the period of 12 months immediately prior to the event giving rise to the claim, however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty.
17.10. Subject to clauses 17.7 and 17.8, in no event will CME be liable to the Customer (whether in contract, tort, negligence or otherwise):
17.10.1. for any delay in performance of the Services or any failure to perform the Services that is caused or contributed to by a Force Majeure Event or any Default of the Customer;
17.10.2. for any damage caused by errors or omissions in any information, instructions or scripts provided to CME by the Customer, or any actions taken by CME at the Customer's direction;
17.10.3. for the Third-Party Software beyond compliance with clause 10;
17.10.4. for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission;
17.10.5. for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;
17.10.6. for any indirect, special or consequential loss or damage;
17.10.7. to the extent that any delay in performing or failure to perform CME's obligations is due to a failure by the Customer to perform its own obligations under this Agreement or if delay results from a failure by the Customer to comply with reasonable requests by CME for instructions, information or action required by it to perform its obligations within a reasonable time; or
17.10.8. for the consequences of any acts or omissions of the Customer or any Authorised User.
17.11. In the event of any loss or damage to Customer Content, the Customer's sole and exclusive remedy shall be for CME to use reasonable commercial endeavours to restore the same from its latest back-up maintained by CME in accordance with its archiving procedure.
17.12. In no event shall CME be liable for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by CME to perform services related to maintenance and back-up).
18. Term and Termination
18.1. This Agreement shall commence on the Effective Date and continue for the Initial Term and shall renew for subsequent Term Extensions (the "Term") unless:
18.1.1. either party gives to the other no less than 30 days' written notice to terminate, except as agreed otherwise in the Package Particulars, such notice to expire on or before the end of the Initial Term or Term Extension, as applicable; or
18.1.2. this Agreement is otherwise terminated in accordance with its terms.
18.2. Without prejudicing 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:
18.2.1. the other party fails to pay any amount due under this Agreement on the Due Date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
18.2.2. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if remediable) fails to remedy it within a period of 10 Business Days after being notified in writing to do so; or
18.2.3. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
18.3. Without prejudicing any other right or remedy available to it, CME may terminate this Agreement with immediate effect by giving written notice to the Customer in the event that:
18.3.1. an Insolvency Event occurs in respect of the Customer; or
18.3.2. there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
18.4. Without prejudicing any right to terminate which CME may have, CME will be entitled to suspend any Services without notice if:
18.4.1. there is a Default on the part of the Customer; or
18.4.2. any of the events set out in clauses 18.2 or 18.3 occur in relation to the Customer.
18.5. CME may rely on the suspension to relieve it from the performance of any of its obligations in each case to the extent the suspension prevents or delays the performance by CME of any of its obligations and CME shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from any failure or delay by CME to perform any of its obligations as set out in this clause.
18.6. The Customer may terminate the Agreement immediately if there is an Obvious Charging Error as detailed in clause 12.4.
19. Consequences of Termination
19.1. On termination for any reason:
19.1.1. all rights granted to the Customer under this Agreement shall cease;
19.1.2. for the avoidance of doubt, all rights granted to the Customer under any End User Agreement shall continue in accordance with the terms of that agreement;
19.1.3. the Customer shall cease all activities authorised by this Agreement; and
19.1.4. the Customer shall immediately pay any sums due to CME (including sums on a time and materials basis for any work in progress) without set off or deduction.
19.2. Each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party.
19.3. Provided all sums due to CME from the Customer have been paid, CME shall make available to the Customer a copy of all Customer Content in a commonly-readable electronic format for a period of no more than 14 days following termination. After such period, CME may permanently delete all Customer Content residing on its systems.
19.4. The Customer may not freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this Agreement without the consent of CME, such consent not to be unreasonably withheld or delayed.
19.5. CME may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the Customer.
19.6. The Customer agrees that it shall co-operate and undertake all matters at CME's cost and expense that are necessary to novate or assign any agreement or any parts thereof to any third party when requested to do so by CME.
20. force majeure
20.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party's own employees); acts of God; war; riot; civil commotion; compliance with any law or governmental order, rule, regulation or direction; accident; epidemic or pandemic; fire, flood, or storm (" Force Majeure Event").
20.2. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months the party not affected may terminate this Agreement by giving 10 Business Days' written notice to the other party.
21.1. Neither party shall (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party any person employed or engaged by such other party in the provision of the Services or (in the case of the Customer) in the receipt of the Services at any time during the Term or for a further period of 12 months after the termination thereof, other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party.
21.2. If either party commits any breach of clause 21.1 above, the breaching party shall, on demand, pay to the claiming party a sum equal to one year's basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by the claiming party in replacing such person.
22.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
22.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
22.1.2. sent by email using the email addresses stored on the Platform.
22.2. Any notice shall be deemed to have been received:
22.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
22.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
22.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 22.2.3, business hours means Normal Business Hours on Business Days.
22.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
23.1. If a dispute arises out of or in connection with these Conditions or the performance, validity or enforceability of this Agreement (a " Dispute") then the parties shall follow the procedure set out in this clause 23:
23.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a " Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and
23.1.2. if the parties are for any reason unable to resolve the Dispute within 20 Business Days from service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (an " ADR Notice") to the other party to the Dispute, requesting mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 10 Business Days after the date of the ADR Notice.
23.2. If the Dispute is not resolved within 1 month of the mediator's appointment, then either party may commence court proceedings, but provided that nothing in this clause shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.
24.1. Entire agreement
24.1.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.1.2. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement (whether made innocently or negligently) based on any statement in this Agreement.
24.2. Third party rights
24.2.1. A natural or legal person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
24.3.1. Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions to this Agreement shall only be binding when agreed in writing and signed by both parties. For the avoidance of doubt, written agreement by email is insufficient.
24.4.1. A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or Default. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
24.5. Governing law
24.5.1. The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales.
24.6. Rights and remedies
24.6.1. No delay or omission by the Customer in exercising any of its rights or remedies under this Agreement or under any Applicable Law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.
24.6.2. The rights and remedies provided under these Conditions shall, to the fullest extent permitted by law, constitute the sole and exclusive rights and remedies to which the Customer is entitled.
24.7.1. In the event that any provision of this Agreement shall be void or unenforceable by reason of any provision of Applicable Law, it shall be deleted and the remaining provisions hereof shall continue in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the original intent of this Agreement so far as possible.
24.7.2. If any provision or part-provision of this Agreement is deemed deleted under clause 24.7.1 above, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24.8. No partnership or agency
24.8.1. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
24.9.1. Each party undertakes to the other that it will not, and will procure that its employees will not, in the course of performing its obligations under this Agreement, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that it has in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010 and has and will maintain in place, adequate procedures designed to prevent any of its third party contractors or sub-contractors from undertaking any conduct that would give rise to an offence under the Bribery Act 2010.
24.10.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
1.1. In the Conditions:
1.1.1. person includes a natural person, corporate or unincorporated body;
1.1.2. a reference to CME or Customer includes its personal representatives, successors and permitted assigns;
1.1.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation;
1.1.4. any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words;
1.1.5. "personal data", "data subject", "processor", "controller", "personal data breach", "special categories of personal data", and "supervisory authority" shall have the meanings ascribed to them in Data Protection Law;
1.1.6. a reference to writing or written includes emails but excludes faxes; and
1.1.7. the following definitions apply:
"ADR Notice "
has the meaning ascribed to it in clause 23.1.2 of the Conditions.
each agent, employee, contractor or sub-contractor of a party or the party's Group.
anonymous data in aggregate form that is generated from, or based upon, the Customer's use of the Platform.
either the (i) Standard Package, or (ii) the Bespoke Package, together with these Conditions.
the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the performance of each party's obligations under this Agreement.
an individual who is permitted to access a particular Event in accordance with the access parameters configured for that Event.
where the Customer is an individual, the Customer, together with those employees and independent contractors of the Customer who are permitted by the Customer to access the Platform.
CME's written mobile event bespoke solution order form relating to the provision of:
(i) access to the Platform; and/or
(ii) other Services.
a day other than a Saturday, Sunday or public holiday in England.
the charges payable by the Customer to CME as set out in the relevant Package Particulars.
Connect My Event Limited, a company registered in England and Wales under company no. 08776880 and with its registered address at Unit 4 Downing Road, West Meadows Industrial Estate, Derby, Derbyshire, DE21 6HA.
the conditions set out in the main body of this document.
information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, information pertaining to clients, pricing and marketing information relating to the business of either party, information which is marked as confidential, or information which ought reasonably to be considered confidential in light of the nature of the information and/or circumstances of its disclosure.
has the meaning ascribed to it in clause 12.4 of the Conditions.
the customer indicated in the Package Particulars.
any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of these), embodied in any medium, that are provided to CME by or on behalf of the Customer, in order to perform its obligations pursuant to this Agreement.
"Data Protection Law"
all applicable laws with respect to the protection of an individual's personally-identifiable information, including:
(i) the Data Protection Act 2018;
(ii) the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019; and
(iii) the Privacy and Electronic Communication (EC Directive) Regulations 2003, each as amended, updated or replaced from time to time.
any act or omission of a party, or failure by a party to perform a relevant obligation under this Agreement.
an error in the Software that causes it to fail to operate materially in accordance with its specification/Documentation.
has the meaning ascribed to it in clause 23.1 of the Conditions.
has the meaning ascribed to it in clause 23.1.1 of the Conditions.
any operating manuals, user instruction manuals/guides, technical literature and all other related materials in human-readable or machine-readable forms supplied by CME via the Platform.
in respect of Mobile Apps made available for iOS based devices, the App Store (made available by Apple) and in respect of Android based devices, the Google Play Store (made available by Google).
"Download Store Terms"
the standard terms and conditions of the applicable Download Store relating to the installation and use of apps made available for use on the relevant platform.
in respect of a payment under this Agreement, the date on which such payment is due pursuant to the Conditions.
the date on which the Order Acceptance is sent.
"End User Agreement"
in respect of:
(i) Third-Party Software, the end user agreement under which the Provider agrees to licence the Third-Party Software to the Customer; and
(ii) any Open-Source Software, the specific licence under which the relevant Open-Source Software is distributed, (as varied from time to time in accordance with the terms of such end user agreement).
the combination of a series of Modules with Customer Content in a manner chosen by the Customer, to be made available to Attendees for a predetermined length of time.
the virtual drawing board provided by CME via the Platform which facilitates the creation and execution of Events.
(i) misuse, incorrect use of or damage from whatever cause (other than any act or omission by CME), including failure or fluctuation of electrical power;
(ii) failure to maintain the necessary environmental conditions for use;
(iii) use in combination with any equipment or software not provided/approved in writing by CME;
(iv) any act or omission of a third party;
(v) any breach of the Customer's obligations under this Agreement howsoever arising;
(vi) any modification to the Software not made or authorised by CME; or
(vii) operator error.
the provision of Support Services necessary as a result of any of the Excluded Causes.
"Force Majeure Event"
has the meaning ascribed to it in clause 20.1 of the Conditions.
"Good Industry Practice"
the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a company within the relevant industry or business sector.
each and every entity that directly or indirectly controls, is controlled by, or is under common control with a party, for so long as such control exists. In the case of companies and corporations, control means beneficial ownership of more than 50% of the voting stock, shares, interest or equity in an entity; in the case of any other legal entity, "control" and "controlled" shall exist through the ability to directly or indirectly control the management and/or business of the legal entity.
any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorised access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner:
(i) the function of any computer, software, firmware, hardware, system or network; or
(ii) the security, integrity, confidentiality or use of any data.
"Included Corrective Maintenance"
the maintenance which is included as part of the support package purchased by the Customer, as set out in the Package Particulars and further described in the Support Services Specification.
(i) in respect of a Standard Package, the term detailed in the Online Order Portal; and (ii) in respect of a Bespoke Package, the term detailed in the applicable Order Form.
(a) a party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986;
(b) a party starts negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for/enters into any arrangement with its creditors;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for/in connection with the winding up of a party;
(d) a party is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of a party attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on or sued against, the whole or part of its assets which is not discharged within 14 days;
(f) an application is made to court, or an order is made to appoint an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed over a party;
(g) a floating charge holder over the assets of a party becomes entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of a party or a receiver is appointed over the assets of a party;
(i) any event analogous to those mentioned in (a)-(h) above occurs in another jurisdiction.
"Intellectual Property Rights"
patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
maintenance of the Platform or the Mobile Apps that may require an interruption to Platform access.
(i) any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
(ii) any identifying slogans and symbols; and
(iii) the "look and feel",
of a party to this Agreement, whether or not registered.
the apps known as Connect My Event, as may be made available via the relevant Download Store from time to time.
a particular kind of digital content or engagement tool which may be included as part of an Event.
"Normal Business Hours"
9.00am to 5.30pm UK time, each Business Day.
"Obvious Charging Error"
has the meaning ascribed to it in clause 12.4 of the Conditions.
the services provided pursuant to clause 4 of the Conditions.
"Online Order Portal"
the portal found at https://connectmyevent.com/
(i) the Customer's agreement to the terms of a Bespoke Package, which may include a communication such as an email from the Customer to CME agreeing to the terms of the Bespoke Package (within the period during which the terms of the Order Form remain valid), or (ii) the Customer's agreement to the terms found on the Online Order Portal.
acceptance of an Order, which shall consist of a communication from CME to the Customer expressly accepting the Order.
the applicable order form in the Bespoke Package.
any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition
( http://www.opensource.org/docs/definition.php ) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html ), or anything similar, included or used in, or in the development of, the Software, or with which the Software is compiled or to which it is linked.
(a) Standard Package; or
(b) Bespoke Package.
Either the (i) the Online Order Portal, or (ii) the Bespoke Package Order Form.
the CME platform located at www.connectmyevent.com .
the document located at https://connectmyevent.com/pricing which describes the Platform's feature set.
the third party provider of the Third-Party Software.
"Service Level Agreement"
the service level agreement set out at https://connectmyevent.com/legal/sla .
"Service Level Start Date"
the first Business Day in the calendar month following completion of the Onboarding Services.
any one or more of:
(i) Onboarding Services;
(ii) White Labelling Services;
(iii) Support Services;
(iv) Training Services; or
(v) the provision of access to the Platform.
"Shared Personal Data"
the personal data to be shared between the parties, as described in clause 15.
the Mobile Apps and the Platform, as applicable.
an inability on the part of CME to source particular materials or resources (including CME personnel) on terms similar or identical to those available at the Effective Date (including due to exchange rate fluctuations, increases in taxes or duties) or a change in Applicable Law.
(i) Platform Specification; or (ii)
(ii) Support Services Specification,
as applicable in the particular context.
the services detailed in the Online Order Portal.
as set out in the Support Services Specification.
the services performed in accordance with clause 8 of the Conditions.
"Support Services Specification"
the document located at https://connectmyevent.com/legal/sla .
the period described as such in clause 18.1 of the Conditions.
a period of 1 Year.
the software to be embedded into the Platform which is provided by the applicable Provider pursuant to the applicable End User Agreement.
those training services provided by CME to the Customer, if any.
"White Labelling Services"
the services provided pursuant to clause 7 of the Conditions.
the period of 12 calendar months from the Effective Date and each 12 calendar month period thereafter.