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TERMS AND CONDITIONS – SPONSORSHIP, ADVERTISING AND EVENTS

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1. INTERPRETATION

In these terms and conditions, the following definitions apply:
Advertising Package: the advertising package or packages ordered by the Client,
the full details of which are set out in the Order Form.
Affiliate: in relation to a company, that company, any subsidiary or holding
company from time to time of that company, and any subsidiary from time to time
of a holding company of that company.
Applicable Data Protection Laws: to the extent the UK GDPR applies, the law of
the United Kingdom or of a part of the United Kingdom which relates to the
protection of personal data or, to the extent the EU GDPR applies, the law of
the law of the European Union or any member state of the European Union to which
the Client is subject, which relates to the protection of personal data.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks
in London are open for business.
Client IP: all Intellectual Property Rights owned by (or licensed to) the Client
in the Package Materials, as applicable.
Client Default: any act or omission by the Client or failure by the Client to
perform any obligation under this agreement.
Commencement Date: the date on which With Intelligence either countersigns the
Order Form or issues written acceptance of the Order Form.
Confidential Information: all confidential information (however recorded or
preserved) disclosed by a party or to the other party in connection with this
agreement which is either labelled as confidential or would be regarded as
confidential by a reasonable business person.
Content Promotion and Lead Generation Package: The content promotion and lead
generation package ordered by the Client, the full details of which are set out
in the Order Form.
EU GDPR:  means the General Data Protection Regulation ((EU) 2016/679), as it
has effect in EU law.
Event: the event or events set out in the Order Form.
Event Venue: the venue at which the Event is held, the details of which are set
out in the Order Form.
Force Majeure Event: any acts, events, omissions or accidents beyond the
reasonable control of a party, including but not limited to strikes, lock-outs
or other industrial disputes (whether involving the workforce of With
Intelligence or any other party), failure of a utility service or transport or
telecommunications network, any restriction or measures imposed in connection
with a pandemic, epidemic, public health emergency (including but not limited to
the Covid-19 pandemic), act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or sub- contractors.
Intellectual Property Rights: patents, rights to inventions, copyright and
related rights, trade marks, business names and domain names, rights in get-up,
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), moral rights 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.
Order Form: the attached order form which sets out details of the Client’s order
and other key terms of this agreement.
Package: the Advertising Package, the Sponsorship Package, the Content Promotion
and Lead Generation Package, and/or the Partnerships Package.
Package Materials: all content, text, images, graphics, photography, and audio
and/or visual content of any kind provided by the Client to With Intelligence in
accordance with the Order Form and the terms of this agreement in connection
with a Package.
With Intelligence Publications: all text, images, graphics, photography, audio
and/or visual content of any kind, whether printed or online or an any other
medium, published by or on behalf of With Intelligence in connection with the
Package.
Partnerships Package: the partnerships package or packages ordered by the
Client, the full details of which are set out in the Order Form.
Payment Date: the date by which payment of the Price must be made on or before
as is expressly set out in the Order Form or, if no such provision is made in
the Order Form or for any other invoices relating to this agreement, such date
as is determined in accordance with clause 9.3.
Price: the price payable by the Client for the Package as is set out on the
Order Form.
Sponsorship Package: the sponsorship package or packages ordered by the Client,
the full details of which are set out in the Order Form. 
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by
section 205(4)) of the Data Protection Act 2018.
VAT: value added tax.
Website: www.withintelligence.com or such other website owned by With
Intelligence as With Intelligence may select, or as provided in the Order Form.

2. BASIS OF CONTRACT

2.1. A signed Order Form constitutes an offer by the Client to purchase the
Package in accordance with the terms of this agreement.
2.2. The Client’s order shall only be deemed to be accepted on the Commencement
Date, at which point and on which date this agreement shall be deemed to be
formed.
2.3. This agreement consists of the Order Form and these terms and conditions.
2.4. This agreement constitutes the entire agreement between the parties. The
Client acknowledges that it has not relied on any statement, promise,
representation, assurance or warranty made or given by or on behalf of With
Intelligence which is not set out in this agreement.
2.5. The Contract applies to the exclusion of any other terms that the Client
may seek to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2.6. Any quotation given by With Intelligence shall not constitute an offer and
is only valid for 14 days after the date issued unless otherwise agreed in
writing by With Intelligence.
2.7. If there is any discrepancy between these terms and conditions and the
Order Form, the Order Form shall take precedence.

3. ADVERTISING PACKAGE

3.1. Where the Order Form indicates that the Client is purchasing the
Advertising Package, this clause 3 shall apply.
3.2. Subject to clause 3, the Package Materials shall be of such size and
specification as may be set out in the Order Form.
3.3. With Intelligence shall have the right to make any changes to the
Advertising Package which (i) are necessary to comply with any applicable law;
or (ii) do not materially affect the nature or quality of the Package Materials.
With Intelligence shall notify the Client in the event of any such changes.
3.4. With Intelligence shall publish the Package Materials on the Website and/or
in the With Intelligence Publications (as agreed between the parties and set out
in the Order Form) on the date, for the period of time and on the terms that are
set out in the Order Form. 
3.5. Without prejudice to the Client’s obligation to pay the Price, With
Intelligence may immediately cancel or withdraw the Package Materials in the
event that the Package Materials are in breach of clause 9 below or any
applicable law and no refund shall be paid of any payments or prepayments which
may have been made by the Client. 
3.6. With Intelligence may, in its absolute discretion, cancel or withdraw the
Package Materials provided that where such cancellation occurs before the
Package Materials have been published or where the Package Materials are
withdrawn during the course of its agreed publication period (and provided that
such cancellation or withdrawal is not as a result of a breach of this agreement
or any applicable law by the Client), With Intelligence shall refund to the
Client a pro rata proportion of the Price paid by the Client.
3.7. With Intelligence shall have the right to vary the content, layout and
format of the Website and any With Intelligence Publications at any time.
3.8. By entering into this agreement, With Intelligence shall not, except as may
be expressly stated on the Order Form, be restricted in any way from placing
other advertisements on the Website or in any With Intelligence Publications.
3.9. The Client warrants and represents that the Package Materials:
a) will not be defamatory or derogatory to any third party or be offensive or
insulting;
b) could not reasonably be deemed detrimental to With Intelligence’s reputation
or that of any third party;
c) will comply with all applicable laws and any relevant regulatory provisions,
including all relevant advertising standards, guidelines and regulations;
d) will comply with any guidelines issued by With Intelligence;
e) if they are to be uploaded to the Website, they shall be free from any
viruses and will not cause an adverse effect on the operation of the Website;
and
f) shall not infringe the Intellectual Property Rights of any third party.

4. SPONSORSHIP PACKAGE

4.1. Where the Order Form indicates that the Client is purchasing the
Sponsorship Package this clause 4 shall apply.
4.2. With Intelligence shall organise the Event at the Event Venue on the date
and time set out in the Order Form. 
4.3. The Client shall:
a) submit samples of all Package Materials that the Client intends to use at the
Event to With Intelligence for its approval not less than 15 Business Days prior
to the Event;
b) comply with all applicable laws, regulations and, for a physical event, any
venue rules or requirements relevant to the exercise of its rights and the
performance of its obligations under this agreement; and
c) deliver to With Intelligence, in such manner and at such location as With
Intelligence may reasonably require, all Package Materials within a reasonable
time and in any event no later than any date and time that is set out in the
Order Form.
4.4. The Client hereby warrants and represents that:
a) the Package Materials will not be defamatory or derogatory to any third party
or be offensive or insulting;
b) the Package Materials will not contain material which might reasonably be
deemed detrimental to With Intelligence’s reputation or that of any third party;
c) the Package Materials will comply with all applicable laws, any relevant
regulatory provisions and any relevant venue rules or requirements;
d) it owns or has a licence to use the Package Materials and that the Package
Materials shall not infringe upon the Intellectual Property Rights of any third
party;
e) if the Event is a physical event, it will observe and ensure that all its
employees, agents, sub-contractors and any other representatives observe all
health and safety and other guidelines issued in relation to the Event Venue;
f) it will comply with any guidelines issued by With Intelligence relating to
the Event; and
g) if the Event is a physical event, it has in place and shall maintain in force
for an adequate period after the Event public liability insurance with a limit
of at least £10,000,000 (or such alternative limit as is expressly agreed by
With Intelligence in writing) per claim, covering the Event and the Event Venue,
and to cover any loss, damage or claim arising directly or indirectly by the
public’s use of the specific product or services being promoted by the Client at
the Event and the Client shall, on request by With Intelligence, provide to With
Intelligence a copy of such insurance policies and a receipt for payment of the
current premium.
4.5. With Intelligence reserves the right to postpone or cancel the Event for
any reason (including, without limitation, by reason of a Force Majeure Event).
With Intelligence shall notify the Client of any such cancellation or
postponement as soon as reasonably practicable. In circumstances where (i) the
Event is cancelled, except by reason of a Force Majeure Event; (ii) With
Intelligence does not intend to reschedule the Event or host any similar events
within 12 months of the original start date of the Event; and (iii) the reason
for such cancellation does not relate to an act or omission of the Client or the
Client’s breach of this agreement, With Intelligence shall refund to the Client
such amount of the price paid by the Client to With Intelligence in respect of
the Sponsorship Package less any reasonable expenses and/or costs incurred by
With Intelligence prior to the cancellation of the Event. Where the Event is
postponed, rescheduled or cancelled due to a Force Majeure Event, any prepayment
made by the Client shall be held by With Intelligence as a credit balance and
shall be applied to the rearranged Event or to such other similar event as may
be organised by With Intelligence. In the event that the new dates, location or
features of the rearranged Event or alternative events are not acceptable to the
Client, acting reasonably, then the Client may cancel the affected part of the
Sponsorship Package and receive a refund in respect of that part less any
reasonable expenses and/or costs incurred by With Intelligence prior to the
Client’s cancellation.
4.6. Without prejudice to the Client’s obligation to pay the Price, With
Intelligence may immediately cancel the Sponsorship Package and refuse the
Client access to the Event in the event that the Client is in breach of this
agreement (including but not limited to clause 4 above) or any applicable law
and no refund shall be paid of any prepayments. 
4.7. The Client may cancel the Sponsorship Package provided that the Client pays
the following fees in respect of such cancellation, being:
a) 50% of the Price (including VAT) where With Intelligence receives notice of
the cancellation more than 12 weeks prior to the start date of the Event;
b) 80% of the Price (including VAT) where With Intelligence receives notice of
the cancellation between eight and 12 weeks prior to the start date of the
Event; and
c) 100% of the Price (including VAT) where With Intelligence receives notice of
the cancellation less than eight weeks prior to the start date of the Event.

5. PARTNERSHIPS PACKAGE

5.1. Where the Order Form indicates that the Client is purchasing the
Partnerships Package, this clause 5 shall apply.
5.2. Unless provided otherwise in the Order Form, With Intelligence shall
organize, and provide Client access to, four Events annually.
a) Unless provided otherwise in the Order Form, Client attendance at any Event
is limited to one attendee.
5.3. As part of the Partnerships Package, With Intelligence shall provide Client
with access to certain subscription services (g., Global Intelligence and Data
Platforms; tailored research; The Allocator newsletter) (“Services”).  Client’s
use of the Services is subject to With Intelligence’s Subscription Terms and
Conditions, available here.  With respect to Client’s use of the Services, in
the event of an inconsistency or conflict between this agreement and With
Intelligence’s Subscription Terms and Conditions, the terms of With
Intelligence’s Subscription Terms and Conditions will take precedence.
5.4. The Client shall:
a) submit samples of all Package Materials that the Client intends to use at the
Event to With Intelligence for its approval not less than 15 Business Days prior
to the Event;
b) comply with all applicable laws, regulations and, for a physical event, any
venue rules or requirements relevant to the exercise of its rights and the
performance of its obligations under this agreement; and
c) deliver to With Intelligence, in such manner and at such location as With
Intelligence may reasonably require, all Package Materials within a reasonable
time and in any event no later than any date and time that is set out in the
Order Form.
5.5. The Client hereby warrants and represents that:
a) the Package Materials will not be defamatory or derogatory to any third party
or be offensive or insulting;
b) the Package Materials will not contain material which might reasonably be
deemed detrimental to With Intelligence’s reputation or that of any third party;
c) the Package Materials will comply with all applicable laws, any relevant
regulatory provisions and any relevant venue rules or requirements;
d) it owns or has a licence to use the Package Materials and that the Package
Materials shall not infringe upon the Intellectual Property Rights of any third
party;
e) if the Event is a physical event, it will observe and ensure that all its
attendees observe all health and safety and other guidelines issued in relation
to the Event Venue; and
f) it will comply with any guidelines issued by With Intelligence relating to
the Event.
5.6. With Intelligence reserves the right to postpone or cancel the Event for
any reason (including, without limitation, by reason of a Force Majeure Event).
With Intelligence shall notify the Client of any such cancellation or
postponement as soon as reasonably practicable. In circumstances where (i) the
Event is cancelled, except by reason of a Force Majeure Event; (ii) With
Intelligence does not intend to reschedule the Event or host any similar events
within 12 months of the original start date of the Event; and (iii) the reason
for such cancellation does not relate to an act or omission of the Client or the
Client’s breach of this agreement, With Intelligence shall refund to the Client
such amount of the price paid by the Client to With Intelligence in respect of
the Partnerships Package less any reasonable expenses and/or costs incurred by
With Intelligence prior to the cancellation of the Event. Where the Event is
postponed, rescheduled or cancelled due to a Force Majeure Event, any prepayment
made by the Client shall be held by With Intelligence as a credit balance and
shall be applied to the rearranged Event or to such other similar event as may
be organised by With Intelligence. In the event that the new dates, location or
features of the rearranged Event or alternative events are not acceptable to the
Client, acting reasonably, then the Client may cancel the affected part of the
Partnership Package and receive a refund in respect of that part less any
reasonable expenses and/or costs incurred by With Intelligence prior to the
Client’s cancellation.
5.7. Term. Unless provided otherwise in the Order Form, the Partnerships Package
will be provided for twelve months unless this agreement is terminated in
accordance with clause 13.

6. CONTENT PROMOTION AND LEAD GENERATION PACKAGE

6.1. Where the Order Form indicates that the Client is purchasing the Content
Promotion and Lead Generation Package, this clause 6 shall apply.
6.2. Subject to clause 6.3, the Package Materials shall be of such size and
specification as may be set out in the Order Form.
6.3. With Intelligence shall have the right to make any changes to the Content
Promotion and Lead Generation Package which (i) are necessary to comply with any
applicable law; or (ii) do not materially affect the nature or quality of the
Package Materials. With Intelligence shall notify the Client in the event of any
such changes.
6.4. With Intelligence shall promote the Package Materials on the Website
(and/or as agreed between the parties) on the dates, for the period of time and
on the terms that are set out in the Order Form. 
6.5. With Intelligence shall provide Client with a monthly Partnership Report,
showing user engagement with the Package Materials.
6.6. With Intelligence shall provide Client with a monthly Lead Generation
Report, with details of members who have downloaded the Client’s Package
Materials. The Lead Generation Report will include the following contact
details: first name, last name, company name, job title, location, email
address, title of paper downloaded, date/time when consent was received (for
sharing of data and follow-up communication). The Lead Generation Report will
only contain details in respect of members who have agreed to the sharing of
their personal information in this manner.  The Client is free to contact
selected members on the basis of this information, but is asked to apply
discretion in how this is implemented.  The Client undertakes to safeguard any
personal information received in connection with the Package, keeping it safe
and private; processing it only in accordance with all applicable laws.   
6.7. The parties shall enter into the Data Processing/Data Sharing Addendum,
without edits.
6.8. Without prejudice to the Client’s obligation to pay the Price, With
Intelligence may immediately cancel or withdraw the Package Materials in the
event that the Package Materials are in breach of clause 6.12 below or any
applicable law and no refund shall be paid of any payments or prepayments which
may have been made by the Client. 
6.9. With Intelligence may, in its absolute discretion, cancel or withdraw the
Package Materials provided that where such cancellation occurs before the
Package Materials have been promoted or where the Package Materials are
withdrawn during the course of its agreed promotion period (and provided that
such cancellation or withdrawal is not as a result of a breach of this agreement
or any applicable law by the Client), With Intelligence shall refund to the
Client a pro rata proportion of the Price paid by the Client.
6.10. With Intelligence shall have the right to vary the content, layout and
format of the Website and any With Intelligence Publications at any time.
6.11. By entering into this agreement, With Intelligence shall not, except as
may be expressly stated on the Order Form, be restricted in any way from placing
other content on the Website or in any With Intelligence Publications.
6.12. The Client warrants and represents that the Package Materials:
a) will not be defamatory or derogatory to any third party or be offensive or
insulting;
b) could not reasonably be deemed detrimental to With Intelligence’s reputation
or that of any third party;
c) will comply with all applicable laws and any relevant regulatory provisions,
including all relevant advertising standards, guidelines and regulations;
d) will comply with any guidelines issued by With Intelligence;
e) if they are to be uploaded to the Website, they shall be free from any
viruses and will not cause an adverse effect on the operation of the Website;
and
f) shall not infringe the Intellectual Property Rights of any third party.

7. CLIENT’S OBLIGATIONS

7.1. The Client shall co-operate with With Intelligence in all matters relating
to the Package.
7.2. If With Intelligence’s performance of any of its obligations under this
agreement is prevented or delayed by a Client Default:
a) With Intelligence shall not be liable for any costs or losses sustained or
incurred by the Client arising directly or indirectly from With Intelligence’s
failure or delay to perform any of its obligations under this agreement; and
b) the Client shall reimburse With Intelligence on written demand for any costs
or losses sustained or incurred by With Intelligence arising from or connected
to the Client Default.
7.3. In the event that With Intelligence provides the Client with the personal
data of any third party, the Client acknowledges such personal data is
transferred to the Client on a controller-to-controller (as that term is defined
within the UK GDPR) basis and after its receipt of such personal data, the
Client shall at all times hold and process that personal data in accordance with
the Applicable Data Protection Laws.
7.4. Without prejudice to clause 7.3 above:
a) where the Client is established in a location outside of the United Kingdom
or Economic Area or in any other country not subject to finding of adequacy in
accordance with Article 45 of the UK GDPR (“Third Country”), the parties shall
enter into the DPA for Partners in respect of the transfers of personal data by
With Intelligence to the Client within the relevant Third Country.
7.5. Where the Client is provided login credentials (e.g., username, password,
etc.) as part of any Package, Client shall not share such login credentials with
any third party.
7.6. Where the Package includes tickets for the Client to attend an Event
(whether held in-person or virtually), Client shall not transfer tickets without
notice to With Intelligence. Client shall not transfer any such tickets within
fourteen (14) calendar days of the date of any Event without prior written
approval by With Intelligence.

8. INDEMNITY

8.1. The Client shall indemnify With Intelligence against all liabilities,
costs, expenses, damages and losses (including but not limited to any interest,
penalties, reasonable legal costs and other reasonable professional costs and
expenses) suffered or incurred by With Intelligence arising out of or in
connection with any claim that:
a) the Package Materials infringe upon a third party’s Intellectual Property
Rights; and/or
b) the distribution, handling, advertising, use of, or anything relating to, the
Package Materials has caused a third party to suffer loss or damage.

9. PRICES AND PAYMENT

9.1. The Client shall pay With Intelligence the Price in accordance with this
clause 9.
9.2. With Intelligence shall invoice the Client for the Price on or around the
Commencement Date.
9.3. Except where the contrary is expressly set out in the Order Form, the
Client shall pay each invoice relating to this agreement by the earlier of:
a) thirty (30) days following the date of the invoice; or
b) seven (7) Business Days prior to: (i) the start date of the Event (in respect
of a Sponsorship Package), or (ii) the first publication of the Package
Materials (in respect of an Advertising Package).
9.4. All prices (including the Price) quoted by With Intelligence in respect of
this agreement are exclusive of VAT. Where any taxable supply for VAT purposes
is made under this agreement by With Intelligence to the Client, the Client
shall, on receipt of a valid VAT invoice from With Intelligence, pay to With
Intelligence such additional amounts in respect of VAT as are applicable.
9.5. If the Client fails to make any payment due to With Intelligence under this
agreement on or before the Payment Date, then the Client shall pay interest on
the overdue amount at the rate of 5% per cent per annum above HSBC’s base rate
from time to time. Such interest shall accrue on a daily basis from the Payment
Date until actual payment of the overdue amount, whether before or after
judgment. The Client shall pay the interest together with the overdue amount.
9.6. The Client shall pay all amounts due under this agreement in full without
any set-off, counterclaim, deduction or withholding (except for any deduction or
withholding required by law).

10. INTELLECTUAL PROPERTY RIGHTS

10.1. The Client hereby grants a non-exclusive, worldwide, sub-licensable,
royalty-free licence to With Intelligence to use the Client IP during the term
of this agreement for the purpose of allowing With Intelligence to provide the
Package and to fulfil its obligations under this agreement.
10.2. Unless expressly agreed in writing, With Intelligence does not assign,
license or transfer to the Client any Intellectual Property Rights or any
goodwill relating to any Intellectual Property Rights owned by With
Intelligence, which shall remain the sole and exclusive property of With
Intelligence.
10.3. All Intellectual Property Rights in the Event, save for the Client IP,
shall vest in and belong to With Intelligence (or its licensors, as applicable).
All Intellectual Property Rights in the Website and the With Intelligence
Publications, save for the Client IP, shall remain at all times the property of
With Intelligence (or its licensors, as applicable).

11. CONFIDENTIALITY

11.1. Each party may be given access to Confidential Information relating to the
other party in order to perform its obligations under this agreement. A party’s
Confidential Information shall not be deemed to include information that:
a) is or becomes publicly known other than through any act or omission of the
receiving party;
b) was in the other party’s lawful possession before the disclosure;
c) is lawfully disclosed to the receiving party by a third party without
restriction on disclosure;
d) is independently developed by the receiving party, and such independent
development can be demonstrated through written evidence; or
e) is required to be disclosed by law, by any court of competent jurisdiction or
by any regulatory or administrative body.
11.2. Each party shall hold the other’s Confidential Information in confidence
and, unless required by law, not make the other’s Confidential Information
available to any third party or use the other’s Confidential Information for any
purpose other than the implementation of this agreement.
11.3. Each party shall take all reasonable steps to ensure that the other’s
Confidential Information to which it has access is not disclosed or distributed
by its employees or agents in violation of the terms of this agreement.
11.4. Neither party shall be responsible for any loss, destruction, alteration
or disclosure of Confidential Information to the extent such loss, destruction,
alteration or disclosure was caused by an independent third party.

12. LIMITATION OF LIABILITY

12.1. Nothing in this agreement shall limit or exclude either party’s liability
for:
a) death or personal injury caused by its negligence or the negligence of its
employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation; or
c) any other liability which cannot be excluded or limited by law.
12.2. Subject to clause 12.1:
a) neither party shall be liable to the other whether in tort (including for
negligence or breach of statutory duty), contract, misrepresentation,
restitution or otherwise for any loss of profits, loss of business, depletion of
goodwill and/or similar losses or loss or corruption of data or information, or
pure economic loss, or for any special, indirect or consequential loss, costs,
damages, charges or expenses however arising under this agreement; and
b) With Intelligence’s total aggregate liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance or contemplated
performance of this agreement shall be limited to the Price.

13. TERMINATION

13.1. Without limiting its other rights or remedies set out in this agreement,
With Intelligence may terminate this agreement with immediate effect by giving
written notice to the Client if:
a) the Client commits a material breach of any term of this agreement and (if
such a breach is remediable) the Client fails to remedy that breach within 14
days of being notified in writing to do so;
b) the Client takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with
its creditors (other than in relation to a solvent restructuring), being wound
up (whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business;
c) the Client’s financial position deteriorates to such an extent that in With
Intelligence’s opinion the Client’s capability to adequately fulfil its
obligations under this agreement has been placed in jeopardy
d) The Client accepts that any termination of this agreement pursuant to this
clause 13 shall not entitle the Client to any refund (in whole or in part) of
any fees.
13.2. Without limiting its other rights or remedies, With Intelligence may
terminate this agreement with immediate effect by giving written notice to the
Client if the Client fails to pay any amount due under this agreement on the due
date for payment and fails to pay all outstanding amounts within 5 days after
being notified in writing to do so.

14. CONSEQUENCES OF TERMINATION

On termination of this agreement for any reason:
a) the Client shall immediately pay to With Intelligence all of With
Intelligence’s outstanding unpaid invoices and interest and, in respect of the
Package provided but for which no invoice has been submitted, With Intelligence
shall submit an invoice, which shall be payable by the Client immediately on
receipt;
b) With Intelligence shall, at its sole discretion, remove the Client
Advertisement and/or any Event Materials from the Website, any With Intelligence
Publications and/or the Event (in each case, as applicable);
c) the accrued rights, remedies, obligations and liabilities of the parties as
at expiry or termination shall be unaffected, including the right to claim
damages in respect of any breach of this agreement which existed at or before
the date of termination or expiry; and
d) clauses 8, 11, 12 and any other clauses which expressly or by implication
survive termination shall continue in full force and effect.

15. FORCE MAJEURE

Neither party shall be in breach of this agreement or shall owe any liability to
the other if it is prevented from or delayed in performing its obligations or
from carrying on its business, by a Force Majeure Event, provided that the other
is notified of such a Force Majeure Event and its expected duration. If the
period of delay or non-performance continues for three months, the party not
affected may terminate this agreement by giving 30 days’ written notice to the
affected party.

16. GENERAL

16.1. No variation of this agreement shall be effective unless it is in writing
and signed by the parties (or their authorised representatives).
16.2. No failure or delay by a party to exercise any right or remedy provided
under this agreement or by law shall constitute a waiver of that or any other
right or remedy, nor shall it prevent or restrict the further exercise of that
or any other right or remedy.
16.3. Neither party shall, without the prior written consent of the other,
assign, transfer, charge, or deal in any other manner with all or any of its
rights or obligations under this agreement except that either party may, after
having given prior written notice to the other party, assign or transfer any or
all of its rights and obligations under this agreement to:
a) an Affiliate for so long as the assignee remains an Affiliate; or
b) to any person to whom it transfers the part of its business to which this
agreement relates, provided that the assignee undertakes in writing to the
non-assigning party to be bound by the assignor’s obligations under this
agreement.
16.4. Nothing in this agreement is intended to or shall operate to create a
partnership between the parties, or authorise either party to act as agent for
the other, and neither party shall have the authority to act in the name or on
behalf of or otherwise to bind the other in any way.
16.5. This agreement does not confer any rights on any person or party (other
than the parties to this agreement and, where applicable, their successors and
permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.6. Any notice required to be given under this agreement shall be in writing
and shall be delivered by hand or sent by pre-paid first-class post or recorded
delivery post to the other party at its address set out in this agreement, or
such other address as may have been notified by that party for such purposes, or
sent by email to the other email address as is set out on the Order Form.
16.7. A notice delivered by hand shall be deemed to have been received when
delivered (or if delivery is not in business hours, at 9am on the first Business
Day following delivery). A correctly addressed notice sent by pre-paid
first-class post or recorded delivery post shall be deemed to have been received
at the time at which it would have been delivered in the normal course of post.
A notice sent by email shall be deemed to have been received at the time of
transmission.
16.8. In the event that there is any conflict between the terms of this
agreement and any general terms and conditions set out on the Website, the terms
of this agreement shall prevail.

17. GOVERNING LAW & JURISDICTION

This agreement, and any dispute or claim arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or
claims), shall be governed by, and construed in accordance with the law of
England and Wales. Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim arising
out of or in connection with this agreement or its subject matter or formation
(including non-contractual disputes or claims).

With Intelligence is registered in England with company number 03429596 and its
registered office at One London Wall, LONDON, EC2Y 5BD, United Kingdom


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