Global Regulatory Awards Terms and Conditions

Vixio Global Regulatory Awards Terms

1. Definitions & Interpretation
 
1.1 In these Terms the following words have the following meanings:
 
Attendee: an individual who is registered to attend and/or physically attends the Event (formerly referred to as a Delegate); Client: the entity or individual identified on the Order Form purchasing Sponsorship Benefits and/or Event tickets; Confidential Information: has the meaning given to it in Condition 11; Event: the event identified in the Order Form; Event Trade Marks: the name, logo, and brand associated with the Event; Fee: the fee due for the Sponsorship Benefits and/or Event tickets set out in the Order Form; IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar or equivalent rights in any part of the world; Order Form: the document or online registration form setting out the commercial arrangements under these Terms, including the Fee, ticket allocations, and/or the Sponsorship Benefits; Promotional Materials: any promotional materials referencing the Event and/or using the Event Trade Marks created by or on behalf of a Sponsor; Sponsor: a Client purchasing Sponsorship Benefits as identified on the Order Form; Sponsor Materials: any materials to be provided by the Sponsor for use by Vixio to promote or otherwise as part of the Event including those identified in the Order Form; Sponsor Trade Marks: the trade marks and logos of the Sponsor; Sponsorship Benefits: the sponsorship rights and benefits identified on the Order Form; Term: shall have the meaning given to it in Condition 9; Venue: the venue where the Event is held determined by Vixio at its sole discretion;Vixio: Compliance Online Limited, trading as Vixio, company number 05706431 and registered office 7th Floor, St Clare House, 30 Minories, London, EC3N 1DD; and Working Day: any day except a Saturday, Sunday, or public holiday in England and Wales.
 
1.2 Words in the singular include the plural and in the plural include the singular. Headings shall not affect the interpretation of these Terms. References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
 
1.3 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
 
1.4 A reference to a statute, statutory provision, or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.
 
1.5 Each of Vixio and the Client/Sponsor are referred to as a party and together, the parties.
 
2. Application of these Terms
2.1 All Event tickets and Sponsorship Benefits are provided subject to these Terms which shall apply to the exclusion of all other terms and conditions including any which the Client purports to apply under any purchase order, confirmation of order, specification, or other document. Any variation to these Terms shall have no effect unless expressly agreed in writing and signed by an authorised representative of Vixio. The Order Form shall form part of these Terms.

2.2 The acceptance of an Order Form creates a legally binding order which will apply between the parties. The Client is responsible for checking the accuracy of the Order Form and contacting Vixio to indicate their acceptance promptly.

2.3 The Client contracts with Vixio as principal and not as agent for any third party.

2.4 Each of the parties is an independent contractor and nothing in these Terms shall be construed to imply that there is any relationship between the parties of employer/employee, partnership, or of principal/agent.
 
3. Fee and Payment
3.1 In consideration of the provision of Event tickets and/or Sponsor Benefits, the Client shall pay the Fee to Vixio in accordance with the payment schedule agreed in the Order Form.
 
3.2 If the Client fails to make payment of the Fee when due, Vixio reserves the right not to supply, or cease to supply, any or all of the Sponsor Benefits, to cancel ticket allocations, and to refuse entry to the Event to any of the Client’s Attendees.

3.3 Without prejudice to any other rights and remedies available to Vixio if payment is not made in accordance with Condition 3.1, costs and interest on the overdue balance falls due and payable and is calculated upon the basis set out in the Late Payment of Commercial Debts (Interest) Act 1998.
 
3.4 The Fee is exclusive of value-added tax which shall be due in addition at the applicable rate from time to time in force.
 
4. Sponsorship Benefits & Attendee Rights
4.1 Vixio grants to the Sponsor the right to exercise the Sponsorship Benefits, and Vixio agrees to provide the Sponsorship Benefits with reasonable skill and care all in accordance with these Terms. The Sponsorship Benefits are personal to the Sponsor.
 
4.2 Vixio grants registered Attendees the right to attend the Event, subject strictly to these Terms and the Venue’s conditions of entry.
 
4.3 If for any reason Vixio is unable to deliver any of the Sponsorship Benefits, Vixio will inform the Sponsor as soon as reasonably practicable. Vixio may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsorship Benefits without any liability.

4.4 The Client and its Attendees shall promptly comply with all reasonable instructions and directions issued by or on behalf of Vixio in connection with the Event, including any instructions given in relation to the use of the Venue. Vixio shall not be responsible for any failure or delay in providing Sponsorship Benefits or event entry where such failure occurs directly or indirectly as a result of the failure of the Client or Attendee to comply with reasonable instructions.

4.5 The Sponsor shall provide to Vixio a copy of the Sponsor Marks in a format reasonably requested by Vixio. If the Sponsor changes the Sponsor Marks at any time, Vixio shall not be obliged to make consequential changes to printed Promotional Materials unless the Sponsor agrees in writing to meet the costs arising from such change.
 
4.6 Each party shall be responsible for all costs incurred by it in exercising its rights and carrying out its obligations under these Terms, including all travel and accommodation costs relating to attendance at the Event.
 
5. Promotional Materials, Event Materials (Sponsors Only)
5.1 The Sponsor shall provide copies of its Promotional Materials to Vixio for its approval (not to be unreasonably withheld). The Sponsor shall not distribute any Promotional Materials until Vixio has confirmed its approval in writing. The Sponsor is solely responsible for meeting all costs relating to its Promotional Materials.
 
5.2 The Sponsor shall deliver the Sponsor Materials to Vixio by the date set out in the Order Form. The Sponsor shall make such changes to any Sponsor Materials as Vixio reasonably requires to reflect the brand values of Vixio and the purpose of the Event.
 
5.3 The Sponsor warrants and represents that the Promotional Materials and Event Materials shall:
 
(a) comply with all relevant laws and regulations;
(b) comply with any instructions or directions issued by Vixio;
(c) not infringe the IP Rights of any third party or contain any inaccuracies of fact or any content that is obscene, defamatory,
or disreputable; and/or
(d) include any legal notices as required by Vixio from time to time.
 
6. IP Rights & Media Consent
6.1 The Client acknowledges and agrees that no IP Rights in the Event Trade Mark and/or the Event shall transfer to it under these Terms. Vixio acknowledges that no IP Rights in the Sponsor Marks shall transfer to it.

6.2 Vixio grants to the Sponsor the non-transferable, non-exclusive, royalty-free right to reproduce the Event Trade Mark in order to promote the Sponsorship Benefits.
 
6.3 The Sponsor represents and warrants that it will not use the Event Trade Mark as part of any co-branded trade mark except as expressly approved in writing by Vixio.
 
6.4 The Sponsor grants to Vixio a worldwide, non-exclusive, royalty-free licence to use the Sponsor Trade Marks and Sponsor Materials to promote the Event before, during, and for a period of twelve (12) months following the Event.

6.5 Neither party shall knowingly do anything which may prejudice or harm the distinctiveness or reputation of the other party’s marks.

6.6 Neither party shall use the other party’s marks in any way that connotes that the parties are forming a partnership or joint venture.

6.7 Photography and Filming: Vixio may photograph, record, and/or film the Event. By attending, all Attendees consent to their image, likeness, and voice being captured and used globally and in perpetuity by Vixio (and its partners) in any promotional materials, reports, or media relating to the Event, without further approval or compensation.
 
7. Change of Event
7.1 It may be necessary for Vixio to alter the advertised content, timing, method of delivery, and/or Venue of the Event. Vixio reserves the right to do this at any time and without liability to the Client, provided that the Event, as altered, is substantially similar to the Event as originally advertised. Vixio will provide the Client with notice of any alterations as soon as is reasonably practicable.
 
8. Cancellation, Postponement & Amendments
8.1 Vixio reserves the right to postpone or cancel the Event at any time and for whatever reason, including reasons outside of its control, and will provide the Client with notice as soon as is reasonably practicable.
 
8.2 If Vixio postpones the Event, and the rescheduled Event is within 12 (twelve) months of the original date, the Client is deemed to accept the rescheduled date. If it is more than 12 (twelve) months after the original date, Condition 8.3 shall apply.
 
8.3 If Vixio cancels the Event outright, the Client shall be entitled to:
 
(a) a credit for a future event held by Vixio chosen by the Client (up to the value of sums paid); or
(b) obtain a refund (calculated in good faith) of the total sums paid minus the value of any Sponsorship Benefits already received. Any refund shall be paid within 30 days of the Client confirming its wish to terminate.
 
8.4 Ticket Cancellations & Substitutions: All ticket and table sales are final. Vixio does not offer refunds for Attendees who cancel or fail to attend. However, the Client may substitute an Attendee with another individual by providing written notice to Vixio no later than 48 hours prior to the Event.
 
9. Term and Termination
9.1 This Agreement shall take effect on the date of its signature (or acceptance of the Order Form) and shall continue until completion of the Event (the “Term”), unless terminated early.
 
9.2 Either party may terminate this Agreement immediately by giving 30 (thirty) days' written notice if the other party:
 
(a) commits a material breach of this Agreement (including failure to pay amounts due) and has not remedied such breach within 14 days of written notice; or
(b) ceases or threatens to cease business, becomes insolvent, has an administrator/receiver appointed, or makes arrangements with creditors.
 
9.3 Upon termination by Vixio, all outstanding sums owing by the Client at the date of termination shall become immediately due and payable without deduction.
 
9.4 Upon termination by the Sponsor before receiving all Sponsor Benefits, Vixio shall be entitled to retain a reasonable proportion of the Fee to reflect the value of Sponsor Benefits already received.
 
9.5 Upon expiry or termination of these Terms:
 
(a) Vixio’s obligations to provide Sponsor Benefits or Event entry shall cease; and
(b) any licences granted shall immediately cease (except in relation to Vixio's right to use event media).
 
9.6 Termination shall not affect the accrued rights of the parties. Clauses 1, 6, 9.3-9.6, 10, 11, 13, and 15 shall survive termination.
 
10. Indemnity and Limitation of Liability
10.1 The Sponsor shall indemnify Vixio and its affiliates, officers, and employees against any third-party claims, damages, liabilities, costs, and expenses (including legal fees) arising out of the infringement of intellectual property rights in connection with the Sponsor Materials, or the gross negligence/wilful misconduct of the Sponsor, its employees, or Attendees.
 
10.2 Except in respect of any indemnity claim, each party's aggregate liability to the other (whether in contract, tort, or otherwise) for direct loss, costs, or damages arising out of these Terms or the Event shall be limited to the Fee paid by the Client to Vixio.
 
10.3 Neither Party shall be liable to the other for:
 
(a) loss of profit, loss of data, loss of anticipated savings, wasted expenditure,  or loss of reputation/goodwill; or
(b) any indirect, special, or consequential damages.
 
10.4 Vixio accepts no responsibility for any loss, theft, or damage to the personal property of any Attendee at the Venue.
 
11. Confidentiality
11.1 Confidential Information means any information marked confidential or manifestly confidential disclosed by one party to the other, including trade secrets, financial affairs, business plans, and the Fee details.
 
11.2 Each Party shall treat the other's Confidential Information in confidence and use it solely for exercising rights or performing obligations under these Terms.
 
11.3 Confidential Information may only be disclosed to employees who need to know it, or as required by law or regulatory bodies.
 
11.4 Confidential Information excludes information that was already publicly available, known by the receiving party prior to disclosure, or provided by an independent third party.
 
11.5 The confidentiality obligations will remain valid for three (3) years after the expiration or termination of these Terms.
 
12. Anti-Bribery
12.1 The Client warrants that it and its Attendees shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including the Bribery Act 2010) and will promptly report to Vixio any request or demand for any undue financial or other advantage received in connection with these Terms.
 
13. Dispute Escalation Procedure
13.1 If a dispute arises under these Terms, within five (5) Working Days it shall be escalated to a Director or Vice President (or equivalent) of each party, who shall meet in good faith to resolve it.
 
13.2 If unresolved within a further twenty (20) Working Days, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Mediation does not prevent parties from commencing court proceedings.
 
14. Venue & Attendee Conduct
14.1 As per De Vere's terms of use, children under the age of 18 are not permitted to attend the evening events.
 
14.2 All Attendees must comply with the rules, regulations, and health and safety protocols of the Venue.
 
14.3 Vixio and/or Venue management reserves the right to refuse admission to, or eject from the Event, any Attendee who, in Vixio’s reasonable opinion, represents a security risk, creates a nuisance, acts inappropriately, or breaches these Terms or the Venue's rules, without any obligation to refund the Client or the Attendee.
 
15. General
15.1 The Client may not assign, sub-licence, or otherwise transfer its rights or obligations under these Terms without Vixio’s prior written agreement.
 
15.2 Notices shall be sent by first class registered post or airmail with a copy sent by email, to the address on the Order Form.
 
15.3 If any provision of these Terms is adjudged invalid or illegal, the remaining provisions will not be affected and will remain in full force.
 
15.4 The failure of either party to exercise a right under these Terms will not be construed as a waiver of that right in the future.
 

15.5 These Terms and any disputes arising out of them will be governed and construed according to English law. The courts of England have exclusive jurisdiction to settle any such dispute.