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Trading Terms

IGD SERVICES LIMITED

TERMS AND CONDITIONS OF TRADING

(“TRADING TERMS”)

1.

INTERPRETATION

1.1

In these Trading Terms the following words have the following meanings:

the Buyer: the person(s), firm or company who purchases Goods or Services from IGD;

Breach of Duty: the breach of any (a) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (b) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty);

Contract: any contract between IGD and the Buyer for the supply and purchase of Goods and/or Services incorporating these Trading Terms. Each type of Good or Service ordered shall constitute a separate Contract;

Copyright Notice: the copyright notice accessible from the Website from time to time;

Goods: any goods (including if applicable Materials) agreed in the Contract to be supplied to the Buyer by IGD (including any part or parts of them);

IGD: either IGD Services Limited (a company registered in England and Wales under number 03357260) or The Institute of Grocery Distribution (a company limited by guarantee and registered in England and Wales under number 00105680), whichever of those bodies has offered to contract as principal in respect of the supply of particular Goods and/or Services;

Intellectual Property Rights: all intellectual and industrial property rights of any nature anywhere in the world including copyright, database rights, patents, design rights, registered designs, trade mark rights, service mark rights, domain name rights and topography rights, utility model right, trade secret, right in unpatented know-how, right of confidence, right under licence whether or not registered or capable of protection by registration and the right to apply for any of them;

Liability: liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Contract, including, without limitation, liability expressly provided for under the Contract or arising by reason of the invalidity or unenforceability of any term of the Contract (and for the purposes of this definition, all references to "the Contract" shall be deemed to include any collateral contract);

Materials: materials of any nature and on any medium that we provide or make available to you as part of the Contract (including a Report or any information, software, documentation, data, diagrams, charts, records and reports);

Privacy Policy: the privacy policy accessible from the Website from time to time;

Report: any report in hard or soft copy or in any other form or on any other media supplied by IGD from time to time;

Services: any services agreed in the Contract to be supplied to the Buyer by IGD (including any part or parts of them) including courses, conferences, training or events, access to the Website or if applicable Materials;

Site Terms: the site terms accessible from the Website from time to time;

Website: the web site operated by us, currently at the following uniform resource locator address: "igd.com".

1.2

In these Trading Terms:

  1. as appropriate, "you" and "your" are references to the Buyer and "us", "our" and "we" are references to IGD;
  2. the headings to clauses are inserted for convenience only and shall not affect the interpretation of construction of these Trading Terms;
  3. words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and vice versa and reference to persons shall include an individual, company, corporation, firm or partnership;
  4. references to "includes" or "including" or like words or expressions shall mean without limitation; and
  5. references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

2.

APPLICATION OF TERMS

2.1

Subject to any variation under clause 2.3, each Contract will be on these Trading Terms to the exclusion of all other terms and conditions submitted, proposed or stipulated by you (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).

2.2

No terms or conditions endorsed upon, delivered with or contained in your purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in a Contract unless agreed by us in accordance with these Trading Terms.

2.3

These Trading Terms apply to all our sales and supplies of Goods and/or Services by us to you (save for retail analysis information services, supply chain analysis information services and shoppervista information services in respect of which separate terms and conditions apply).

2.4

You shall make each order using our standard order form off-line or on our Website or by an e-mail that contains all the information required by our off-line or Website standard order forms. Each order for Goods and/or Services by you from us shall be deemed to be an offer by you to purchase Goods and/or Services subject to these Trading Terms.

2.5

No order placed by you shall be deemed to be accepted by us until the earlier of: (a) signing by us (if in hard copy); or (b) receipt by you of our confirmed acceptance in writing, by e-mail or other durable medium; (c) dispatch by us to you of your username and password log-in details for electronic access to any Materials in response to your order for the Materials; (d) collection by us from you of the charges payable by you under a Contract or (e) commencement of delivery or provision by us to you of the Goods or Services ordered by you. We may, but will not necessarily, acknowledge receipt of your order. If we do so, the acknowledgement of receipt shall not constitute our acceptance of your order unless we expressly stipulate that it is acceptance. For the avoidance of doubt, any travel arrangements which are made prior to any deemed acceptance of order, are made at your own risk and IGD will not reimburse travel costs. The provisions of clause 10.9(b) shall apply in relation to travel costs for free events.

2.6

We shall assume that any person who reasonably holds themselves out as being your authorised representative shall be entitled to place an order on your behalf. You must ensure that the terms of your order and any applicable specification are complete and accurate.

2.7

Any quotation given by us is not an offer by us. It requires you to make an order, which we may accept. Any quotation is valid for a period of 30 days only from its date, provided that we have not previously withdrawn it.

2.8

Each Contract constitutes the complete and exclusive statement of agreement and understanding between the parties which supersedes and excludes all prior or contemporaneous proposals, understandings, agreements or representations, whether oral or written, with respect to the subject matter thereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

2.9

You acknowledge that no representations were made prior to the entering into of any Contract and that, in entering into a Contract, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to the Contract or not) other than as expressly set out or referred to in the Contract.

2.10

For the avoidance of doubt and as set out in clause 10.2, nothing in a Contract shall exclude or limit our Liability for any fundamental misrepresentation, including any misrepresentation as to a matter fundamental to our ability to perform our obligations under a Contract, on our part.

2.11

We do not allow you to take photographs or make recordings at our events. In the event that you breach this clause, we reserve the right to eject you from the event.

3.

DESCRIPTION

3.1

The description of the Goods and/or Services shall be as set out on our Website.

3.2

Subject to clause 3.1, all drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues, price lists or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They will not form part of any Contract.

4.

DELIVERY AND PERFORMANCE

4.1

Unless otherwise agreed by us, we shall deliver the Goods to the place and/or electronically as stipulated in your order and performance of the Services in relation to paid for Services, shall take place on the date and at the place stipulated by us. We reserve the right to make reasonable changes to the venue, timing and content of the paid for Services. The provisions of clause 10.9(a) apply in relation to free of charge events.

4.2

Any dates specified by us for delivery of the Goods or provision of the Services are intended to be an estimate and time for delivery and/or provision shall not be made of the essence by notice. If no dates are so specified, delivery or provision will be within a reasonable time.

4.3

 

If for any reason you will not accept delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisa­tions:

  1. risk in the Goods will pass to you (including for loss or damage caused by our negligence);
  2. the Goods will be deemed to have been delivered; and
  3. we may store the Goods until delivery whereupon you will be liable for all related costs and expenses (including storage and insurance).

4.4

If for any reason we are unable to provide any Services to you as a result of any delay or failure by you in receiving the Services (including delay or failure to attend the venue at the time specified for the provision of the Services) then the Services will be deemed to have been delivered notwithstanding that as a result of your delay or failure you did not receive the Services.

5.

NON-DELIVERY AND NON-PERFORMANCE

5.1

The quantity of any consignment of Goods as recorded by us upon despatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

6.

RISK/TITLE

6.1

Subject to clause 4.3, the Goods are at your risk from the time of delivery.

6.2

Ownership of the physical Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods and all other sums which are or which become due to us from you on any account.

6.3

Until ownership of the Goods has passed to you, you must:

  1. hold the Goods on a fiduciary basis as our bailee;
  2. store the Goods (at no cost to us) separately from all your other goods or goods of any third party in such a way that they remain readily identifiable as our property;
  3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
  4. maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to the reasonable satisfaction of us. On request you shall produce the policy of insurance to us; and
  5. hold the proceeds of the insurance referred to in clause 6.3(d) on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

6.4

You may resell the Goods before ownership has passed to you solely on the condition that any sale shall be effected in the ordinary course of your business at full market value, and shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.

6.5

Until ownership of the Goods passes to you under clause 6.2, IGD may at any time without notice recover possession of the Goods which are the property of IGD. You hereby grant to us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or to recover possession of them.

6.6

We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.

6.7

On termination of a Contract, howsoever arising, our rights contained in this clause 6 shall remain in effect.

7.

PRICE

7.1

Unless otherwise agreed by us in writing or by e-mail, the price for the Goods and/or Services shall be our standard price published on the date of your order and shall be inclusive of our delivery costs (if applicable).

7.2

The price for the Goods and/or Services shall be exclusive of any value added tax and other duties or taxes (if applicable) which amounts you will pay in addition when you are due to pay for the Goods and/or Services.

7.3

If you order any Materials from us, you shall ensure that only the permitted number of Authorised Users may access the Materials. If you require further copies or access by a higher number of Authorised Users than you are permitted to use, you shall first contact us and obtain and pay for the required number of further copies or agree with us the required "Corporate Access" facility.

8.

PAYMENT

8.1

Payment of the price for the Goods and/or Services is due within 28 days of date of our invoice in respect of such Goods and/or Services. Where the Contract relates to attendance at a training course or conference place or any other event, we may require that payment of our invoice is made prior to the date of the training course or conference or other event. We may issue an invoice in respect of Goods and/or Services at any time after the Contract has come into existence.

8.2

Time for payment shall be of the essence.

8.3

No payment shall be deemed to have been received until we have received cleared funds.

8.4

All payments payable to us under the Contract shall become due immediately upon termination of the Contract despite any other provision.

8.5

You shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.

8.6

If you are late in paying us any fee or charge or tax under the Contract, then without prejudice to any other right or remedy available to us whether under the Contract or by any statute, regulation or bye-law we may:

  1. charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
  2. remove your access or permission to possess the Goods and/or Service; or
  3. require you to provide such other assurances as we may reasonably require in order to secure your payment obligations.

9.

WARRANTIES

9.1

We warrant that the Goods will be of satisfactory quality upon delivery .

9.2

In the event of a breach of clause 9.1 you shall:

  1. give written notice of the defect to us, and (if the defect is as a result of damage in transit) to the carrier, within seven days of the time when you discover or ought to have discovered the defect; and
  2. give us, our agents and employees a reasonable opportunity after receiving the notice, referred to in clause 9.2(a), of examining such Goods and you (if we ask you to) return such Goods to our place of business at your cost for the examination to take place there.

9.3

We shall not be liable for any losses suffered by you to the extent that those losses arise as a result of:

  1. you making any further use of such Goods after giving notice in accordance with clause 9.2(a); or
  2. the defect arising because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
  3. you altering or repairing such Goods without our written consent.

9.4

Subject to clauses 9.2 and 9.3, if any of the Goods do not conform with the warranty in clause 9.1 we may, at our option (and as appropriate):

  1. repair or replace such Goods (or the defective part); or
  2. refund the price of such Goods at the pro rata Contract rate
    provided that, if we so request, you shall, at your expense, return the Goods or the part of such Goods which is defective to us.

9.5

We warrant that the Services will be performed with reasonable skill and care.

9.6

In the event of a breach of clause 9.5 you shall give written notice of the defect to us within seven days of the time when you discovered or ought to have discovered the defect.

9.7

Subject to clause 9.6, if any of the Services do not accord with the warranty in clause  9.5 we may, at our option (and as appropriate):

  1. re-perform the Services (or the defective part); or
  2. refund the price of the Services at the pro rata Contract rate.

For the avoidance of doubt, where the Service is free of charge, the refund will be zero.

9.8

Subject to clauses 9.1 and 9.5, we do not warrant:

  1. that the Goods or Services are sufficient or suitable for your purpose or meet your individual present or future needs or requirements or that they will be complete, error free or wholly accurate or that they will be delivered or provided without interruption, fault or error. It is possible that some errors or omissions may occur in the Goods and/or Services because of the immense quantity of information and some information cannot always be verified.
  2. should be used as the deciding factor for any business decision and any business or other decision you take on the basis of the Goods or Services is your responsibility.

9.9

You warrant that during the period commencing on the date of this Contract and continuing until all of the Services have been performed

  1. you are not (i) impersonating anybody, (ii) misrepresenting a relationship with any body or person, or (iii) representing more than one company, and
  2. you are not acting contrary to the interest of IGD (in IGD’s opinion), and
  3. you are not a competitor of IGD (in IGD’s opinion)

9.10

You warrant that you will not give away free samples of your products at any of our events. You understand that third party venues impose strict health and safety compliance obligations on us. If you distribute samples in breach of this clause you acknowledge that we have the right to:

  1. eject you from the venue
  2. destroy any samples
  3. pass onto you any fine or costs imposed by us on the venue as a result of your actions and you agree to pay such fine or costs and indemnify IGD in all respects

10

LIMITATION OF LIABILITY

10.1

This clause 10 prevails over all other clauses in a Contract and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

  1. the performance, non-performance, purported performance or delay in performance of each Contract or the sale or supply of Goods and/or Services (or any part of them); and
  2. otherwise in relation to each Contract or the entering into or performance of each Contract.

10.2

Nothing in a Contract shall exclude or limit our Liability for (a) our fraud (including our fraudulent misrepresentation); (b) death or personal injury caused by our Breach of Duty; (c) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (d) any other Liability which cannot be excluded or limited by applicable law.

10.3

We do not warrant and exclude all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any Goods or Services; and we exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature. We exclude all Liability in relation to third parties.

10.4

Save as provided in clause 10.2, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to a term of a Contract.

10.5

Save as provided in clause 10.2, we shall have no Liability for any:

  1. indirect or consequential losses, damages, costs or expenses;
  2. loss of actual or anticipated profits;
  3. loss of contracts;
  4. loss of the use of money;
  5. loss of anticipated savings;
  6. loss of revenue;
  7. loss of goodwill;
  8. loss of reputation;
  9. loss of business;
  10. loss of operation time;
  11. loss of opportunity; or
  12. loss of, damage to or corruption of data;

 

and any such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, clauses  10.5 (b) to  10.5 (l) inclusive apply whether such losses are direct, indirect or consequential or otherwise.

10.6

  1. Save as provided in clause 10.5 and subject to the exclusions and limits set out in these Trading Terms, our total Liability to you shall, in respect of any one or more incidents, not exceed in aggregate a sum equal to 110% of the price of the Goods and/or Services supplied under each Contract. We exclude all liability towards third parties.
  2. Subject to clause 10.2 where we provide Services free of charge, our Liability to you shall be zero.

10.7

The limitation of Liability under clause 10.6 has effect in relation to both any Liability expressly provided for under each Contract and to any Liability arising by reason of the invalidity or unenforceability of any term of any Contract.

10.9

The provisions of clause 10 shall continue after the termination of any Contract.

10.8

The provisions of clause 10 shall continue after the termination of any Contract.

10.9

In relation to any conference, event or training course which we provide free of charge, the following shall apply:

  1. we shall be entitled to alter or cancel any element of the event programme such as speakers, times and venues at any time or should the need arise.
  2. we shall not be responsible for any travel or accommodation costs arising out of any alteration or cancellation in 10.9(a).

10.10

In the event that the Services we provide you involve any walking or travelling between venues, you agree that you will be responsible for your safety.

10.11

In the event that the Services we provide you are carried out at a third party’s premises, you agree that you will be responsible for any property damage that you cause to the third party.

10.12

You are responsible for your possessions and IGD cannot take responsibility for them whether they are kept at IGD’s premises or at a third party’s premises. Your property is left entirely at your own risk and you release and waive all claims, rights of recovery and causes of action you may have in relation to loss or damage to your property.

11

CANCELLATION AND TERMINATION

11.1

The provisions of clause 11 apply where you have paid us money to attend a training course or conference or other event booking.

11.2

You may cancel or assign a Contract which relates to a training course or conference or other event booking and obtain a full refund for the sums paid in respect of the cancelled element. In the event of a cancellation or assignment, you shall be immediately liable to pay a compensation fee. The compensation fee shall be calculated depending upon the amount of notice that we have received from you as set out in the table below:

 

Clear days notice received by us before (start) date of training course or conference or other event

Compensation fee (as % of price of Services relating to the cancelled or assigned training course or conference place or other event)

More than 30 days notice

Full refund

15-30 days notice

50% refund, no transfer to another event

Less than 15 days notice

No refund/no transfer to another event

11.3

Without prejudice to the other rights of termination expressed in a Contract, either party may terminate a Contract by written notice to the other if:

  1. the other party is in material breach of any of its obligations under the Contract which is incapable of remedy; or
  2. the other party fails to remedy, where capable of remedy, any material breach of any of its obligations under the Contract after having been required in writing to remedy such breach within a period of no less than 30 days; or
  3. the other party gives notice to any of its creditors that it has suspended or is about to suspend payment; or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or an order is made or a resolution is passed for the winding-up of the other party; or an administration order is made; or an administrator is appointed to manage the affairs, business and property of the other party; or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party's assets or undertaking; or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order; or the other party takes or suffers any similar or analogous action in consequence of debt.

11.4

Upon termination, you shall immediately pay to us any fees or charges or taxes that are outstanding under the Contract.

11.5

Termination of the Contract will be without prejudice to any other rights or remedies which you or we may be entitled to under the Contract or at law and will not affect any accrued rights or liabilities of either you or us nor the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.

11.6

You acknowledge that we reserve the right to terminate the Contract immediately in the event of a breach of clause 9.9 on the basis that this would be a material breach of your obligations which is incapable of remedy. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach. IGD shall have the discretion but not the obligation to refund any fees paid for Services or conference places. IGD shall in no circumstances refund any travel or hotel costs in the event that IGD terminates the Contract because you are in breach of contract.

11.7 We do not allow you to transfer between events. If you purport to transfer to another event, we shall be entitled to treat that as a cancellation.
11.8 We do not allow you to share your place with anyone else as the booking is personal to you. If you purport to do so, we shall be entitled to either charge you for an additional booking or request that you or your colleague leaves the event.

12.

INTELLECTUAL PROPERTY RIGHTS

12.1

You acknowledge that the legal and beneficial interest in Intellectual Property Rights relating to, or developed by us in connection with, the Goods and/or Services belong to us or our licensors.

12.2

We grant to you a non-exclusive, non-transferable, non-sublicenseable, non-assignable licence to use the Intellectual Property Rights referred to in clause 12.1 for the sole purpose of receiving and using the relevant Materials for your own internal business purposes.

12.3

You will not alter or make any addition to the labelling or packaging of the Materials and shall not alter, deface or remove in any manner any trade mark, logo, symbol or name or copyright mark or other proprietary notice attached or affixed to the Materials or their packaging or labelling.

12.4

You will promptly give notice in writing to us in the event that you become aware of any infringement or suspected infringement of our Intellectual Property Rights in or relating to the Materials and any claim that any Materials or the manufacture, use, supply, provision or disposal of any Materials, infringes the Intellectual Property Rights of any third party.

12.5

You agree to fully and promptly indemnify us and keep us indemnified against all liabilities, claims, losses, damages, demands, injuries, charges, fines, proceedings, costs and expenses (including legal expenses) that we may suffer or incur as a direct or indirect result of any infringement of any Intellectual Property Rights arising in connection with your use of any Intellectual Property Rights outside of the terms of a Contract.

12.6

If you breach or permit a breach of the terms of the licence to use Materials granted to you under a Contract we may immediately terminate your licence to use them. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach.

12.7

Immediately following termination of your licence to use Materials, you shall cease using the Materials and, if we so require, delete or return as we direct from all computer hardware and storage media and otherwise destroy all copies of Materials (in any form or in any media) that we have made available or supplied to you. You shall warrant that you have done these acts within 30 days of termination of your licence.

12.8

We reserve the right to film and take photographs at any event and use that film or photographs for general marketing purposes. Please let us know if you object to your image being used in such a way.

13.

FORCE MAJEURE

13.1

We shall not be liable to you and we reserve the right to defer the date of delivery or to cancel a Contract or reduce the volume of the Goods or Services ordered by you if we are prevented or hindered from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including act of God, actions of third parties (including hackers, suppliers, governments or supra-national authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, earthquake, adverse weather conditions, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including electrical, telecoms or general Internet failure), shortage of or inability to obtain materials, failure of computer equipment, failures or delays of sources from which information or data is obtained) ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.

13.2

In the Event of Force Majeure, we shall have no liability to you and accordingly we shall have no obligation to refund to you the price of Services.

14.

WEBSITE USAGE

14.1

The provisions in this clause 14 apply where you make use of the Website to access or view the Materials.

 

Passwords

14.2

In the event you use usernames and passwords to access the Website or any webinar, you acknowledge that each password is unique and you agree to put in place appropriate technical and administrative controls to ensure the safekeeping of passwords and ensure that use is strictly limited to you. You shall immediately notify us upon becoming aware or reasonably suspecting of any unauthorised use of a password. You shall ensure that you do not download more than the number of copies of the Materials specified to which you are entitled from the Website and that you do not copy the Materials or make it available to any third party other than as authorised by us.

14.3

We shall be entitled to assume that any acts or dealings made through the Website where a valid password has been entered are made by you. You shall remain responsible in respect of all such acts and dealings.

 

Access and Use

14.4

You acknowledge that from time to time we may need to carry out maintenance of the Website, and that the server hosting the Website may experience problems and/or access to some or all of the Website may be temporarily suspended. We shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of browsers to access the Website. We shall, in any event, be entitled to suspend, restrict or terminate access to the Website or to modify any part of the Website for any reason at any time.

14.5

You agree not to use the Materials made available to you on or via our Website such that you cause the whole or part of the Website or such Materials to be interrupted, damaged, rendered less efficient or in any way impaired for you, your Authorised Users or any third party.

14.5

You agree not to use the Materials made available to you on or via our Website such that you cause the whole or part of the Website or such Materials to be interrupted, damaged, rendered less efficient or in any way impaired for you, your Authorised Users or any third party.

14.6

You agree that you will only use the Website in a manner which is consistent with any Contract and in such a way as to ensure compliance with applicable laws and regulations. In particular you will not use the Website to transmit, post or download any material which is defamatory, offensive or of an obscene or menacing character or which in our judgement may cause annoyance, inconvenience or anxiety to any person. We reserve the right to remove any information that you transmit, post or download at our sole discretion without notifying you.

14.7

You shall be responsible for making all arrangements that will allow you to access the Website (including without limitation obtaining the equipment and paying for telephony and other charges which are necessary for you to access the Website).

 

Data Protection

14.8

You acknowledge that prior to and when you access the Website we will collect personal data regarding their identity and the way in which you use the Website. This information will be used by us to provide usernames and passwords, to customise the Website to compile management and information statistics and for billing purposes. You agree that we may do this. Further details of the Privacy Policy are available on the Website and shall form part of the Contract.

 

General

14.9

You will comply with all reasonable instructions issued by us from time to time relating to use of the Website (including the Site Terms, Copyright Notice, Privacy Policy and any additional terms and conditions posted on the Website).  In the event of any conflict between the provision of these Trading Terms, the Site Terms and the Privacy Policy, the following order of precedence shall apply to the extent of any conflict:

14.9.1

these Trading Terms prevail over

14.9.2

the Site Terms which prevail over

14.9.3

the Privacy Policy

14.10

You shall ensure that your employees, agents and contractors comply with your obligations under these provisions.

14.11

You agree to fully and promptly indemnify us and keep us indemnified against all liabilities, claims, losses, damages, demands, injuries, charges, fines, proceedings, costs and expenses (including legal expenses) that we may suffer or incur as a direct or indirect result of:

 

  1. any claims or legal proceedings arising from your use of the Goods or Services through a password issued to you, which are brought or threatened against us by any person; or
  2. any breach of a Contract by you; or
  3. any other claim or legal proceeding arising from your behaviour at an event organised by us.

15.

GENERAL

15.1

Each of our rights or remedies under any Contract is without prejudice to any other of our rights or remedies whether under a Contract or not.

15.2

A Contract may only be varied if the variation is agreed in writing or by email or other durable medium, in each case by a duly authorised representative of each party.

15.3

 If any provision of a Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unen­forceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of that Contract and the remainder of such provision shall continue in full force and effect.

15.4

Failure or delay by us in enforcing or partially enforcing any provision of any Contract will not be construed as a waiver of any of our rights under any Contract.

15.5

Any waiver by us of any breach of, or any default under, any provision of any Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of any Contract.

15.6

The parties to any Contract do not intend that any term of this Contract will be enforce­able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.7

You shall not assign, charge, transfer, or otherwise encumber, create any trust over or deal in any manner with a Contract or any right or benefit or interest under it nor transfer or sub-contract or purport to assign, transfer or sub-contract any of your rights or obligations under a Contract without our prior written consent.

15.8

A notice required or permitted to be given by either party to the other under any Contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

15.9

All dealings, correspondence and contacts between IGD and the Buyer shall be made or conducted in the English language, unless IGD agrees expressly or by its conduct to deal, correspond or contact with the Buyer in another particular language.

15.10

Nothing in a Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.

15.11

We shall keep a record of each Contract until six years after we have accepted your order. However, for your future reference, we advise and recommend that you print and keep a copy of each Contract and keep it for your future reference. When making an order on our Website, you must follow the instructions on our Website as to how to make your order and for making changes to your order before you submit it to us.

15.12

A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, in any of the foregoing areas, non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

15.13

You warrant that:

  1. you will not and will procure that your staff will not engage in any activity, practice or conduct which would constitute an offence of bribery or facilitation payment in the United Kingdom or in the country where you are based; and
  2. you have and will maintain in place adequate procedures and training of your staff to ensure compliance with 15.13(a)

15.14

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any Contract or its subject matter or formation (including, in any of the foregoing areas, non-contractual disputes or claims).

16

CONFIDENTIALITY

16.1

Neither party (the "receiving party") shall at any time whether before or after the termination of this Agreement except as required to perform its respective rights and obligations under this Agreement, use, copy, adapt, alter, disclose or part with possession of any information or data of or about the other (the "disclosing party") which is disclosed or otherwise comes into the receiving party's possession directly or indirectly as a result of this Agreement all of which information shall be deemed to be of a confidential nature whether marked confidential or not ("Confidential Information"). This obligation shall not apply to Confidential Information:

16.1.1

which the receiving party can prove was in its possession at the date it was received or obtained; or

16.1.2

which the receiving party obtains from some person with good legal title thereto other than from or on behalf of the disclosing party; or

16.1.3

which comes into the public domain otherwise than through the default or negligence of the receiving party; or

16.1.4

which is independently developed by or for the receiving party; or

16.1.5

which is required to be disclosed to the extent required by law, court order or a governmental agency.

16.2

You acknowledge that our provision of the Service may involve the disclosure to you of processes, operations and set-ups that contain proprietary information and Confidential Information ("Trade Secrets"). Notwithstanding the obligations of confidentiality on you under clause 16.1, you agree that, unless expressly permitted in writing by us, you will not use such Trade Secrets for your own purposes or provide or otherwise disclose or make any such Trade Secrets available for any reason to any other person, firm, company or organisation.

16.3

You shall ensure that your personnel, agents and sub-contractors who have, or may have, access to our Confidential Information or to Trade Secrets are bound by an undertaking in substantially the same terms as those placed on you under this Agreement.

16.4

The obligations of confidentiality set out in this clause 16 shall continue after termination of this Agreement.