CONFERENCE TERMS AND CONDITIONS

(Delegates and Sponsors)

1. INTRODUCTION

1.1 The conference or any other event, webinar or public communication (the “Conference”) marketed under the “OxViews” name on the website www.oxviews.com (the “Site”) is organised and managed by OxFirst Limited, a company registered in England and Wales with company number 07669442, whose registered office is at 1&3 Kings Meadow, Osney Mead, Oxford, OX2 0DP, England (“OxFirst”, “we”, “us”, “our”).

1.2 “OxViews” refers to the name and branding under which the Conference is promoted on the Site. OxViews is a brand used in connection with the Conference and is not a separate contracting party to this agreement.

1.3 References to “you” and “your” mean:
• the delegate named on a booking and any person attending the Conference in place of such delegate (a “Delegate”); and/or
• where applicable, any organisation entering into a sponsorship arrangement with us in relation to the Conference (a “Sponsor”),

in each case as the context requires.

1.4 These terms and conditions (the “Terms and Conditions”) apply to attendance at, and (where applicable) sponsorship of, the Conference, to the exclusion of any terms imposed by you. These Terms and Conditions, together with any online booking form, sponsorship order form or other order, constitute the agreement between you and us in relation to your attendance at and/or sponsorship of the Conference (the “Agreement”).

2. ATTENDANCE (DELEGATES)

2.1 Attendance at the Conference as a Delegate is subject to availability.

2.2 Confirmation or rejection of your booking will be communicated as required.

2.3 Delegate permissions to attend or passes issued for use at the Conference are valid only for the named attendee. This can only be changed subject to clause 3.3.

2.4 You may be asked for photographic identification during the Conference. If you are unable to provide identification which matches your delegate pass, you may be refused entry to, or asked to leave, the Conference.

3. CHANGES TO THE CONFERENCE, POSTPONEMENT AND CANCELLATIONS

3.1 We reserve the right, and shall be entitled, to make changes to the Conference, the agenda, the time slots or any other aspects of the event at any time without liability to Delegates and/or Sponsors, including without limitation in respect of the advertised content, timings on the day, date, format, venue and/or location of the Conference or the advertised speakers. We will keep Delegates and Sponsors informed of any such changes from time to time.

3.2 We reserve the right, and shall be entitled in our sole discretion, to cancel or postpone the date of the Conference. We shall give written notice to Delegates and Sponsors of a decision to cancel or postpone the Conference. In the case of any postponement of the Conference, we will offer Delegates and Sponsors the choice of either:
(i) a credit for a future conference run by us (up to the value of the sum paid in respect of the Conference); or
(ii) the opportunity to attend the Conference on the new date as varied.

3.3 If Delegates are unable to attend the Conference, we welcome substitute Delegates attending in their place at no extra cost, provided that we have at least two (2) days’ prior written notice of the name(s) of the proposed substitute(s) and have received payment in full. Please notify us of any substitutions by email at: info@oxfirst.com.

3.4 No refunds will be given by us in respect of any postponement, cancellation or non-attendance.

4. CONTENT

4.1 All rights in all presentations, documentation and materials published or otherwise made available by us as part of the Conference (including but not limited to any documentation packs or audio or audio-visual recording of the Conference) (the “Content”) are owned by us or are included with the permission of the owner of the rights. No (i) photography, filming or recording; or (ii) republication, broadcast or other dissemination of the Content is permitted without our prior written consent.

4.1.1 Delegates and Sponsors shall not distribute, reproduce, modify, store, transfer or in any other way disseminate any of the Content (save that internal use by the relevant Delegate or Sponsor for internal business purposes shall be permitted), and in particular (but without limitation) Delegates and Sponsors shall not:
a) upload any Content into any shared system;
b) include any Content in a database;
c) include any Content in a website or on any intranet;
d) transmit, re-circulate or otherwise make available any Content to anyone else;
e) make any commercial use of the Content whatsoever; or
f) use any Content in any way that might infringe third-party rights or that may bring OxFirst, the OxViews brand or any of our affiliates into disrepute.

4.2 The Content does not necessarily reflect our views or opinions.

4.3 Suggestions or advice contained in the Content should not be relied upon in place of professional or other advice. Whilst we take reasonable care to ensure that the Content created by us is accurate and complete, some Content is supplied by third parties and we are unable to check its accuracy or completeness. Delegates and Sponsors should verify the accuracy of any information (whether supplied by us or by third parties) before relying on it. The Content is provided on an “AS IS” basis without any warranties of any kind (express or implied). We hereby exclude to the fullest extent permitted by law all liabilities, costs, claims, damages, losses and/or expenses arising from any inaccuracy or omission in the Content or arising from any infringing, defamatory or otherwise unlawful material in the Content.

4.4 To the extent that any Content is made available, we reserve the right to remove access to such Content at any time.

4.5 Delegates and Sponsors will fully respect the integrity of the OxViews brand and the academic and professional code of honour, which includes the assurance of freedom of expression and non-interference with the contents of, and/or selection of speakers for, the Conference.

5. LIABILITY

5.1 Our aggregate liability to you, however caused, in respect of all claims (or series of claims) arising out of or in connection with these Terms and Conditions or otherwise in relation to the Conference shall be limited as set out in this clause 5.

5.2 Notwithstanding any other provision in these Terms and Conditions, but subject to clause 5.4, we shall not be liable, in each case however caused, for any:

5.2.1 direct or indirect loss of or damage to:
a) profit;
b) revenue;
c) business;
d) contracts;
e) opportunities;
f) data;
g) anticipated savings or interest;
h) reputation;
i) goodwill; or
j) use; or

5.2.2 costs of wasted management or staff time; or

5.2.3 travel, accommodation or other costs and expenses; or

5.2.4 indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

5.3 You agree to indemnify us, our staff and our affiliates and to hold us harmless, in each case to the fullest extent permitted by law, against all loss, costs, claims or expenses of any kind arising from any act or omission by you (including your Delegates) during or otherwise in relation to the Conference.

5.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for:
5.4.1 death or personal injury caused by that party’s negligence, to the extent prohibited by law;
5.4.2 fraud or fraudulent misrepresentation; or
5.4.3 any other liability which cannot be limited or excluded by applicable law.

5.5 We shall not be in breach of these Terms and Conditions for any change to the Conference under clause 3.1 or any postponement and/or cancellation of the Conference under clause 3.2, and you acknowledge that the rights in respect of postponement and/or cancellation of the Conference under clause 3.2 are your sole rights and that you waive all other rights and remedies in respect of any postponement and/or cancellation of the Conference. For the avoidance of doubt, we shall not be liable to you or to any third party for any travel, accommodation or other costs and expenses incurred in connection with any change to the Conference under clause 3.1 or any postponement and/or cancellation of the Conference under clause 3.2 of these Terms and Conditions.

5.6 The parties agree that each of the sub-clauses in clause 5.2 and each of the sub-paragraphs 5.2.1(a) to 5.2.1(j) in sub-clause 5.2.1 constitute separate terms and the introductory wording of clause 5.2 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 5.2 or otherwise.

5.7 The term “however caused” when used or referred to in this clause 5 shall cover all causes and actions giving rise to our liability arising out of or in connection with these Terms and Conditions or the Conference: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in these Terms and Conditions), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether caused by any total or partial failure or delay of the Conference; and (iii) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.

6. ANTI-BRIBERY AND FINANCIAL CRIME

6.1 You warrant that you shall:
6.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 and any applicable anti-money-laundering, sanctions and financial-crime legislation;
6.1.2 comply with such of our anti-bribery, anti-corruption, sanctions and ethics policies as are notified to you from time to time; and
6.1.3 promptly report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of these Terms and Conditions or the Conference.

6.2 You warrant that all funds used to pay any Fees, Sponsorship Fees or other amounts to us, whether paid directly by you or via any intermediary (including law firms or other agents), are from legitimate, lawful sources and are not designed to conceal the origin or beneficial ownership of the funds or to circumvent any applicable sanctions, anti-corruption or anti-money-laundering laws.

6.3 We may request reasonable information from you to enable us to comply with our legal and regulatory obligations (including customer due diligence and sanctions screening). You agree to provide such information promptly on request.

6.4 Breach of this clause 6 shall be deemed a material breach of these Terms and Conditions, entitling us to suspend or terminate your attendance and/or sponsorship with immediate effect.

7. FORCE MAJEURE

7.1 We shall not be liable for any hindrance, failure or delay in performing any of our obligations arising out of or in connection with these Terms and Conditions as a result of an event or series of connected events beyond our reasonable control (including, without limitation, acts of God, extreme weather conditions, power failure, floods, lightning, storm, fire, explosion, war, riot, civil commotion, military operations, acts or threats of terrorism, malicious damage, strike action, lock-outs or other industrial action (whether involving our workforce or the workforce of any other party), default of suppliers or sub-contractors, compliance with any law or governmental order, rule, regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, or a pandemic, epidemic, civil emergency or other widespread illness) (each a “Force Majeure Event”).

7.2 In the event of a Force Majeure Event, we shall be entitled, without liability and at our sole discretion, to vary, perform, suspend performance of, postpone and/or cancel the Conference and/or the Agreement between us and/or terminate the Agreement subject to these Terms and Conditions on giving written notice to you.

8. GENERAL

8.1 These Terms and Conditions (together with any documents referred to herein or required to be entered into pursuant to these Terms and Conditions) contain the entire agreement and understanding between us and you and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these Terms and Conditions and any such document.

8.2 You acknowledge that in registering a Delegate place and/or entering into a sponsorship arrangement you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in these Terms and Conditions.

8.3 If any one or more provisions of these Terms and Conditions shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of these Terms and Conditions shall not as a result in any way be affected or impaired. However, if any provisions of these Terms and Conditions shall be adjudged to be void or ineffective but would be adjudged to be valid and effective if part of the wording were deleted or the scope or period reduced, they shall apply with such modifications as may be necessary to make them valid and effective while adhering as closely as possible to the original intent, period and scope of the provisions, and the parties hereby undertake to make such modifications.

8.4 These Terms and Conditions shall not create, nor shall they be construed as creating, any partnership or agency relationship between us.

8.5 You accept that communication with us may be electronic. We may contact you by email or provide you with information by posting notices on the Site. You agree to this electronic means of communication and you acknowledge that all such communications that we provide to you electronically comply with any legal or contractual requirement that such communication be made in writing.

8.6 Save as set out in clause 3.2, you are not permitted to re-sell, transfer, assign or otherwise dispose of any of your rights or obligations arising under these Terms and Conditions without our prior written consent.

8.7 These Terms and Conditions and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of England and Wales and both parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute which arises hereunder.

8.8 The OxViews Privacy Policy (as published on the Site from time to time) applies to the Conference for data protection and UK GDPR compliance purposes.

9. FEES AND PAYMENT (DELEGATES)

9.1 Conference fees and any applicable taxes or charges (together, the “Fees”) for Delegate places are charged by and payable to OxFirst Limited.

9.2 The applicable Fees and payment terms are set out on the booking form and/or invoice. You agree to pay the Fees in full in accordance with those payment terms. Your right to attend the Conference is conditional upon our receipt of the Fees in cleared funds, whether paid by you or on your behalf.

9.3 Unless we agree otherwise in writing, all Fees are payable in pounds sterling (GBP) and must be received by us prior to the start date of the Conference. Where value added tax (VAT) or any similar sales tax is chargeable, it will be shown separately on the invoice and charged at the applicable rate.

9.4 Our policy on postponement, credits, substitutions, cancellations and refunds is set out in clause 3. For the avoidance of doubt, no refunds will be made except as expressly provided in clause 3.

10. CONTACT

If you have any questions about these Terms and Conditions or the Conference, please contact us at:

Email: info@oxfirst.com
Postal address: OxFirst Limited, 1&3 Kings Meadow, Osney Mead, Oxford, OX2 0DP, England.

11. SPONSORSHIP TERMS (SPONSORS ONLY)

This clause 11 applies only where you are a Sponsor. It is in addition to the rest of these Terms and Conditions.

11.1 Sponsorship arrangements

11.1.1 The specific sponsorship rights and benefits to be provided to you (such as logo placements, exhibition space, speaking opportunities or delegate passes) (the “Sponsorship Package”) will be set out in the invoice we submit to you, any order form or other written agreement between you and us (the “Sponsorship Order”).

11.1.2 In the event of any conflict or inconsistency between the Sponsorship Order and these Terms and Conditions, the Sponsorship Order shall prevail to the extent of that conflict or inconsistency.

11.2 Editorial independence and balanced content

11.2.1 You acknowledge and agree that the Conference strives to be an independent forum and not a platform for single-interest advocacy or disguised advertising.

11.2.2 We retain sole and final editorial control over the programme, themes, titles, formats, speakers, panellists and moderators for the Conference and over all Content.

11.2.3 To the best of our abilities, we will use reasonable efforts to ensure that, where appropriate, sessions reflect a balanced range of legitimate perspectives on relevant topics. However, the inclusion or exclusion of any particular speaker, topic, position or viewpoint shall be at our sole discretion. You also acknowledge that at times it may, for a variety of reasons, not be possible to offer a balanced view on a topic, but we will do our best to achieve that.

11.2.4 We are happy to receive and consider suggestions from Sponsors as to topics, sessions and potential speakers, but we are under no obligation to accept or implement any such suggestions and no Sponsor shall have any right of veto or approval over the programme, speakers or Content.

11.2.5 Sponsors shall not seek, and we shall not grant, any contractual right of approval or veto over the content, speakers, panellists, moderators, materials or outcomes of the Conference.

11.2.6 Sponsors shall not use their participation in the Conference to apply improper pressure on the judiciary, regulators, policymakers or other public officials.

11.3 Use of names and logos

11.3.1 Subject to payment of all sponsorship fees in full, we grant you a non-exclusive, non-transferable licence to use the OxViews name and logos (as we may supply) solely to promote your sponsorship of the Conference, and strictly in accordance with any brand guidelines we provide.

11.3.2 You grant us a non-exclusive, non-transferable licence to use your name, logo and agreed materials for the purposes of promoting the Conference, fulfilling the Sponsorship Package and recording the Conference.

11.3.3 We may remove or refuse to display any Sponsor material (including logos, advertisements or exhibition materials) which we reasonably consider to be unlawful, misleading, offensive, inconsistent with our ethical standards or damaging to the reputation of the Conference, the OxViews brand or OxFirst.

11.4 Ethical standards and eligibility of Sponsors

11.4.1 You represent and warrant that:
a) your business activities and the source of any sponsorship funds are lawful and not in breach of applicable anti-bribery, anti-corruption, sanctions, anti-money-laundering or similar laws;
b) your participation as a Sponsor will not, to the best of your knowledge, create a real risk of unlawful influence over judicial, regulatory or policy-making processes;
c) your sponsorship of the Conference is not intended to secure any improper advantage or to interfere improperly with the independence of the Conference, its speakers or participants; and
d) you have disclosed to us any material conflicts of interest known to you which are directly relevant to the topics of the Conference (for example, ongoing litigation or regulatory investigations that could reasonably be perceived as affecting the neutrality of your participation).

11.4.2 We may, acting reasonably, decline or terminate a Sponsorship Package (in whole or in part) where:
a) we reasonably believe that accepting or continuing the sponsorship would breach, or risk breaching, any law, regulation or official guidance (including in relation to bribery, corruption, sanctions or money-laundering);
b) we reasonably believe that accepting or continuing the sponsorship would be inconsistent with our published ethical guidelines or would cause serious and justified damage to the reputation of the Conference, the OxViews brand or OxFirst;
c) you fail to provide information reasonably requested by us under clause 6.3 or provide information which we reasonably consider to be incomplete or unreliable; or
d) funds are proposed to be channelled through intermediaries in a manner that appears designed to obscure their origin or beneficial ownership or to circumvent applicable sanctions, anti-corruption or anti-money-laundering laws.

11.4.3 Where we terminate a Sponsorship Package under clause 11.4.2, we shall not be obliged to refund any sponsorship fees already paid, to the extent such fees reasonably reflect costs incurred or committed by us at the date of termination. We will act reasonably in assessing any refund.

11.5 No exclusivity or endorsement

11.5.1 Unless expressly stated in the Sponsorship Order, sponsorship of the Conference is non-exclusive and we may accept sponsorship and other funding from other organisations, including those whose interests or views may differ from yours.

11.5.2 Sponsorship of the Conference does not constitute, and shall not be presented as, our endorsement or approval of any Sponsor’s products, services, positions or conduct.

11.6 Sponsorship fees and payment

11.6.1 Sponsorship fees and any applicable taxes or charges (together, the “Sponsorship Fees”) are charged by and payable to OxFirst Limited and shall be paid in accordance with the Sponsorship Order.

11.6.2 Unless otherwise stated in the Sponsorship Order, Sponsorship Fees are payable in full within thirty (30) days of the invoice date and in any event prior to the start date of the Conference.

11.6.3 Where the Conference is postponed in accordance with clause 3.2, we will apply Sponsorship Fees already paid to the rearranged date or, at our discretion, to a comparable future event. No refunds will be made except as expressly provided in the Sponsorship Order or required by law.

11.7 Termination of sponsorship

11.7.1 We may terminate your Sponsorship Package immediately by written notice if:
a) you commit a material breach of these Terms and Conditions or the Sponsorship Order which, if capable of remedy, you fail to remedy within 14 days of receiving written notice to do so; or
b) any of the circumstances in clause 11.4.2 arise.

11.7.2 You may terminate your Sponsorship Package only to the extent (if any) expressly permitted under the Sponsorship Order. In the absence of any such express right, Sponsorship Fees shall remain payable and no refunds shall be made in the event of any cancellation by you.

12. ETHICAL CONDUCT AND INTEGRITY

12.1 The Conference is intended to foster open, respectful and intellectually honest discussion. You agree not to engage in any behaviour that is harassing, discriminatory, threatening or otherwise inconsistent with a professional environment.

12.2 You agree that you will not use your participation in the Conference to misrepresent facts, to promote misleading or intentionally deceptive narratives, or to improperly influence judicial, regulatory or policy-making processes.

12.3 We may, acting reasonably, refuse entry to or require any Delegate, speaker or Sponsor representative to leave the Conference where we consider their conduct to be seriously inappropriate, disruptive or inconsistent with the values set out in this clause 12. No refund shall be payable in such circumstances.