Speaker Terms and Conditions
The following terms and conditions apply to all companies, professionals or other entities (‘you’, ‘Client’) booking speaker sessions (‘Speaking’, ‘Service(s)’) with ThisAbility Limited (‘we’ or ‘us’). Please ensure you have read and understood these terms and conditions.
1.1 The following definitions and rules of interpretation in this clause 1 apply in this Agreement (unless the context requires otherwise).
“Confidential Information”: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client or any Group Company for the time being confidential to the Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or any Group Company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) business models, details of business relationships or information the Speakers receive or obtain in connection with the Services from the Client, whether or not such information (if in anything other than oral form) is marked confidential.
“Expenses”: the agreed expenses incurred by the Company in the provision of the Services, including travel, accommodation and subsidiaries as set out in Schedule 1 of the agreement.
“Fee”: the Fee payable for the Services as set out in Schedule 1 of this Agreement.
“Group Company”: any subsidiary or holding company, from time to time, of the company, and any subsidiary from time to time of a holding company of that company.
“Intellectual Property Rights”: patents, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, Material and training methods, business models and details of business relationships) 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.
“Material”: all documents, papers, drawings, designs, photos, graphics, logos, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Company and/or Speaker for the provision of the Services.
“Service Date”: the date or dates on which the Services will be provided as set out in Schedule 1 of the Agreement.
“Services”: the services and any related services the Company will be providing for the Client as detailed in Schedule 1 of this Agreement.
“Speaker”: the Speaker or Speakers assigned to undertake the Services on behalf of the Company.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
2 TERMS of AGREEMENT
2.1 The Client shall engage the Company for the Services and the Company shall provide the Services on the terms of this Agreement.
3 DUTIES AND OBLIGATIONS
3.1 The Client shall be responsible for arranging the venue and facilities at which the Services will be provided. Details of the venue at which the Services will be provided are set out in Schedule 1.
3.2 The Company shall provide to the Client, 14 days before the Service Date, a list of all equipment, facilities and other provisions needed by the Speaker to perform the Services, and the Client shall ensure all such equipment, facilities and other provisions requested are available for the Speaker on the Service Date.
4.1 The Client shall pay the Company a Fee for the Services as set out in Schedule 1. The Fee shall be inclusive of any expenses incurred by the Company in the provision of the Services.
The Client shall pay the Company a Fee for the Services as set out in Schedule 1. In addition, the Client shall be responsible for the Expenses incurred by the Company as set out in Schedule 1 and shall make payment of any expenses listed in accordance with the terms in Schedule 1.
4.2 The Company shall submit an invoice to the Client in relation to the Services provided no later than one month after the Service Date. If there is more than one Service Date, invoices will be submitted monthly.
4.3 In consideration of the provision of the Services, the Client shall pay the Fee in full within 30 days of receipt of an invoice from the Company.
In consideration of the provision of the Services, the Client shall pay 50% of the Fee within 7 days of the agreement being signed, and the remaining 50% of the Fee within 30 days of receipt of an invoice from the Company.
In consideration of the provision of the Services, the Client shall pay the Fee no later than 3 days prior to the Service Date.
4.4 If all or part of the Fee remains unpaid after 30 days of an invoice being issued, the Company will be entitled to charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
5.1 If the Company is unable to provide the Services for any reason, the Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Fee or Expenses shall be payable in accordance with clause 4 in respect of any cancellation by the Company. If the Client has already paid part or all of the Fee or Expenses, these monies will be repaid to the Client.
5.2 If the Client cancels the Services of the Company, the following fees will become due on a sliding scale:
5.2.1 Where notice is more than 28 days before the Service Date, no fee will be payable;
5.2.2 Where notice is less than 28 days but more than 14 days from the Service Date, 50% of the Fee will be payable; and
5.2.3 Where notice is less than 14 days before the Service Date, the full Fee will be payable.
5.2.4 Where notice is more than 90 days before the Service Date, no fee will be payable;
5.2.5 Where notice is less than 90 days but more than 31 days from the Service Date, 50% of the Fee will be payable; and
5.2.6 Where notice is less than 31 days before the Service Date, the full Fee will be payable.
6.1 If the Client postpones the Service Date to another date agreed between the Parties, the following fees will become due on a sliding scale:
6.1.1 Where notice is more than 28 days before the Service Date, no fee will be payable;
6.1.2 Where notice is less than 28 days but more than 14 days from the Service Date, 25% of the Fee will be payable; and
6.1.3 Where notice is less than 14 days before the Service Date, 50% of the Fee will be payable.
6.1.4 Where notice is more than 90 days before the Service Date, no fee will be payable;
6.1.5 Where notice is less than 90 days but more than 31 days from the Service Date, 25% of the Fee will be payable; and
6.1.6 Where notice is less than 31 days before the Service Date, 50% of the Fee will be payable.
6.2 Where the Client seeks a postponement but a new Service Date cannot be agreed, this will be considered a cancellation and the cancellation fees in clause 5 shall apply from the date on which notice to postpone was given.
7 CONFIDENTIAL INFORMATION
7.1 The Company acknowledges that in the course of the provision of the Services it may have access to Confidential Information of the Client or any Group Company. The Company shall not (except in the proper course of its duties), either during the Services or at any time after the Service Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
7.1.1 any use or disclosure authorised by the Client or required by law; or
7.1.2 any information which is already in, or comes into, the public domain otherwise than through the Company’s unauthorised disclosure.
7.2 The Company will seek an agreement from each of its Speakers that it provides to carry out the Services for the Client, and where that Speaker may come into Confidential Information during the provision of the Services, that the Speaker shall not (except in the proper course of their duties), either during the Services or at any time after the Service Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
7.2.1 any use or disclosure authorised by the Client or required by law; or
7.2.2 any information which is already in, or comes into, the public domain otherwise than through the Speaker’s unauthorised disclosure.
8 INTELLECTUAL PROPERTY
8.1 The Client recognises that the Company will prepare and use Material in the delivery of the Services. The Client recognises the Intellectual Property Rights of the Company in the Material which rights will remain with the Company.
8.2 Unless otherwise agreed between the Parties in writing, the Client shall not be entitled to quote and/or summarise and/or use the Material in any future marketing and/or promotional material.
8.3 The Company agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Material supplied by the Company to the Client during the course of providing the Services.
9 DATA PROTECTION
9.1 The Company will process any personal information obtained from the Client’s employees, workers or agents, in accordance with the Privacy Notice a copy of which is one the Company websites.
10 INSURANCE AND LIABILITY
10.1 Nothing in this agreement shall exclude or limit either Parties liability for:
10.1.1 Death or personal injury caused by its negligence;
10.1.2 Fraud or fraudulent misrepresentation; or
10.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 9.1, the Parties shall only be liable to each other for direct losses, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement.
FEES £5,000 or under
10.3 Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to twice the Fee payable by the Client.
FEES over £5,000 to £10,000
Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to 1.5 times the Fee payable by the Client.
FEES over £10,000
Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Fee payable by the Client
10.4 The Company shall on request supply to the Client copies of its Professional Indemnity Insurance.
11.1 This Agreement is between the Client and the Company. The Company will be fully responsible for any Speaker provided to carry out the Services and it shall indemnify the Client or any Group Company for and in respect of:
11.1.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Company shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client’s negligence or wilful default; and
11.1.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by any Speaker of the Company against the Client arising out of or in connection with the provision of the Services.
12 ANTI BRIBERY
12.1 The Company shall;
12.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
12.1.3 ensure compliance with the Relevant Requirements by its Speakers, staff, contractors, sub-contractors and employees;
12.1.4 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of this agreement;
12.1.5 immediately notify the Client (in writing) if a foreign public official becomes an officer or employee of the Company or acquires a direct or indirect interest in the Company and the Company warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement).
13 ANTI SLAVERY
13.1 In performing its obligations under the Agreement, the Company shall;
13.1.1 comply with all applicable anti-slavery and human trafficking laws, statues regulations, codes from time to time including but not limited to the Modern Slavery Act 2015;
13.1.2 ensure its Speakers, staff, contractors, sub-contractors and employees comply with 12.1.1;
13.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;
13.2 The Company warrants, as at the date of this agreement;
13.2.1 Neither the Company nor any of its Speakers, officers, employees, contractors or subcontractors;
220.127.116.11 Has been convicted of any offence involving slavery or human trafficking; and
18.104.22.168 Having made reasonable enquiries, so far as it is aware has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
13.3 The Company shall implement due diligence procedures for its direct subcontractors, and suppliers to ensure that there is no slavery or human trafficking in its supply chains.
14 FORCE MAJEURE
14.1 If either party is unable to perform any or all of its contractual obligations under this Agreement because of any of the events set out below, then that party will be relieved of its obligations to continue to perform under this Agreement for so long as their fulfilment is prevented or delayed as a consequence of any such event: fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, act of God, malicious damage, theft, non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party concerned.
15 ENTIRE AGREEMENT
15.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15.4 Nothing in this clause 12 shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18 THIRD PARTY RIGHTS
18.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
19 GOVERNING LAW
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).
LAST UPDATED ON:
April 10, 2019