Terms and Conditions

– Sponsorship, Advertising, Content Promotion and Lead Generation, and Events

1. Interpretation

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.

Agreement: the Order Form and these Terms and Conditions, including any of their respective applicable Addendums and Schedules.

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: For orders which are to be signed by both parties, the date on which With Intelligence countersigns the Order Form.  For Tickets bought online the date on which the Client clicks on the “buy tickets” (or similar equivalent) link.  For Tickets which the Client applies for online, the date on which With Intelligence affirmatively responds in writing to the application confirming that the Tickets requested by the Client have been allocated to the Client.

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.

Cross Border Data Transfer Addendum (Events): With Intelligence’s cross border personal data transfer addendum setting out the terms on which With Intelligence may transfer personal data to the Client, as is set out at (https://www.withintelligence.com/cross-border-data-transfer-addendum-events/) and as may be updated from time to time.

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.

Fee: the fee(s) payable by the Client for the Package and/or the Tickets as is set out on 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  order form signed by the parties (or, for Tickets purchased or applied for online, the online order completed by the Client clicking on links to (respectively) buy or apply for a Ticket) which sets out details of the Client’s order, references these Terms and Conditions 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, each as specified on the Order Form.

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 Fee 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.

Sponsorship Package: the sponsorship package or packages ordered by the Client, the full details of which are set out in the Order Form. 

Tickets: ticket(s) for an Event purchased by or provided to the Client by With Intelligence.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

USA Specific Provisions Schedule (Events):  the USA specific provisions schedule as is set out at (https://www.withintelligence.com/usa-specific-provisions-schedule-events/) and as may be updated or amended from time to time.

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. Tickets

2.1. With Intelligence does not accept responsibility for or offer any refunds arising as a result of incorrect information provided by the Client at the time of ordering Tickets. With Intelligence shall not provide any refunds for non-attendance.
2.2. Tickets are valid only for the specific date and time and for the number of persons provided on the Order Form.
2.3. Tickets are non-refundable and cannot be resold or transferred without With Intelligence’s express written permission. Tickets that have been amended, copied or defaced in any way will not be accepted. Tickets which have been resold or transferred without With Intelligence’s consent may lead to refused entry.
2.4. With Intelligence reserves the right in its sole and absolute discretion and at any time to cancel Tickets, refuse admission or require a person to leave an Event. The Client shall not be entitled to compensation where With Intelligence exercises this right. If With Intelligence exercises this right on the grounds of health, safety, security, lack of compliance with this Agreement, or if your behaviour affects the enjoyment of the Event by others, With Intelligence shall not be required and the Client shall have no right to receive a refund. If With Intelligence exercises this right on any other ground, it will refund the Client the Fees for the Tickets.
2.5. 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 Fee paid by the Client to With Intelligence in respect of the Tickets 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 Tickets 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.
2.6. By attending the Event, the Client’s attendees are providing consent to have their photographs taken or be filmed, which may be used by With Intelligence in future promotional material online or in print. Please contact the event manager for the Event if Client does not wish its attendees photographs/image to be used for marketing purposes in this way.

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 3.3, 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 Fee, With Intelligence may immediately cancel or withdraw the Package Materials in the event that the Package Materials are in breach of clause 3.9 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 Fee 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; and
f) it will comply with any guidelines issued by With Intelligence relating to the Event.
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 Fee 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 Fee, 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 4.4 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 Fee (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 Fee (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 Fee (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 for Partnership Retreats

5.1. Where the Order Form indicates that the Client is purchasing the Partnerships Package, this clause 5 shall apply.
5.2. The Partnerships Package will provide access to a series of annual in-person Events. The number of Events associated with the Partnership Package purchased will be stated on the Order Form. 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 may provide Client with access to certain subscription services as listed in the Order Form (“Subscription Services”). Client’s use of the Subscription Services is subject to With Intelligence’s then current Subscription Terms and Conditions. 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 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.
5.5. The Client hereby warrants and represents that:
a) 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
b) 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 Fee 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. 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.
5.8. With Intelligence may disclose the name of the Client to other Partnerships members or potential members.

6. Content Promotion and Lead Generation Package for Savvy Investor

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. The Content Promotion and Lead Generation Package is an annual subscription. 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; or (iii) are due to limited availability of promotion scheduling slots caused by seasonal fluctuations (in which case priority shall be given first to gold partners, then silver partners and finally bronze partners) . With Intelligence shall notify the Client in the event of any such changes. Where the Order Form specifies the promotion of a special report, the fee specified in the Order Form includes With Intelligence’s charges for the review of the initial and second versions of the report. With Intelligence reserves the right to charge Client an additional fee of $200 for each subsequent review.
6.4. With Intelligence shall promote the Package Materials on the Website (and/or as agreed between the parties) on the dates, during the term and on the terms that are set out in the Order Form. Any promotions unused at the end of the term may not be carried over to subsequent terms. If the Client fails to provide Package Materials and/or approvals for a promotion in accordance with the timetable agreed between the parties (or, if no such timetable is agreed, within sufficient time for With Intelligence to include the Package Materials in the promotion), With Intelligence may select such Client content as With Intelligence deems appropriate or delay publication to another promotion scheduling slot falling within the term. If no such alternative content and/or slots are available, With Intelligence may cancel or withdraw Client’s participation in that promotion and Client shall not be entitled to any refund of payments or prepayments made by it.
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 (“Lead Generation Report”). 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 may, subject to the Applicable Data Protection Laws, 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. Without prejudice to the Client’s obligation to pay the Fee, With Intelligence may immediately cancel or withdraw the Package Materials in the event that the Package Materials are in breach of clause 6.11 below or any applicable law and no refund shall be paid of any payments or prepayments which may have been made by the Client.
6.8. 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 Fee paid by the Client.
6.9. With Intelligence shall have the right to vary the content, layout and format of the Website and any With Intelligence Publications at any time.
6.10. 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.
6.11. 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.
6.12. Within two months of the expiry or earlier termination of the Content Promotion and Lead Generation Package annual subscription (including, without limitation and where applicable, where the Client exercises its right to terminate pursuant to clause 6.14 below), the Client shall discontinue use of and permanently delete any and all Lead Generation Reports and Partnership Reports and all copies or extracts from them, but excluding information relating to any lead with which the Client is engaged in an Active Conversation. “Active Conversation” means an ongoing dialogue between the Client and a lead provided by With Intelligence where such dialogue was instigated by the lead in response to the Client’s marketing communication to the lead and in which response the lead expressed a positive and active interest in the Client’s products and/or services. Upon request from With Intelligence, the Client shall demonstrate to With Intelligence’s reasonable satisfaction that it has complied with the provisions of this clause 6.12. If the Client fails to comply with this clause 6.12, then:
a) With Intelligence may invoice the Client for an additional annual Content Promotion and Lead Generation Package subscription at its then current rates; or
b) where the annual subscription is subject to a Trial Period (as such term is defined in clause 6.14 below) and the Client has exercised its right to terminate the subscription in accordance with clause 6.14 below, the final sentence of clause 6.15 shall not apply and the Client shall be obliged to pay the Outstanding Balance Invoice (as such term is defined in clause 6.15 below) in accordance with clause 6.15.
6.13. Where the Order Form indicates that the Content Promotion and Lead Generation Package annual subscription is subject to a Trial Period (as such term is defined in clause 6.14 below) the provisions of clauses 6.14-6.15 shall apply.
6.14. The Client may terminate its first annual subscription (but not any subsequent subscription or renewal unless expressly otherwise provided in the Order Form) by giving written notice to With Intelligence at any time up to and including the last day of the fourteen (14) week period commencing on the Commencement Date (“Trial Termination Notice Period”), such termination to be effective from the end of the three-month period commencing on the Commencement Date (“Trial Period”). The Trial Termination Period shall be deemed to have ended if the Client provides additional Package Materials beyond those specified in the Order Form. If the Client does not exercise its right to terminate the subscription in accordance with the foregoing provisions of this clause 6.14, then the subscription shall automatically continue for the remainder of the annual subscription term (unless terminated earlier in accordance with the provisions of this Agreement).
6.15. With Intelligence shall issue two invoices for the Fees for an annual subscription subject to a Trial Period: one for the Fees for the Trial Period (calculated on a pro rata basis) (“Trial Period Invoice”) and the other for the Fees for the remainder of the annual subscription term (“Outstanding Balance Invoice”). Both invoices may be issued from the Commencement Date. The Client shall pay the Trial Period Invoice within 30 days of the invoice date and the Outstanding Balance Invoice within 150 days of the invoice date. Subject to clause 6.12(b) above, the Client shall not be obliged to pay the Outstanding Balance Invoice where it has exercised its right to terminate the subscription in accordance with clause 6.14 above.

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. 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.
7.5. Where the Package includes Tickets for the Client to attend an Event (whether held in-person or virtually), Client shall not transfer Tickets without prior written approval by With Intelligence. Clause 2 shall apply for any Tickets provided and/or purchased.

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. Fees and payment

9.1. The Client shall pay With Intelligence the Fee in accordance with this clause 9.
9.2. Subject to clause 6.16 (where applicable), With Intelligence may invoice the Client for the Fee from 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 prior to the start date of the relevant Event;
b) thirty (30) days prior to the first publication of the Package Materials (in respect of an Advertising Package); or
c) thirty (30) days following the date of the invoice.
9.4. All Fees (including the Fee) 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. For Tickets purchased online where Client requests an invoice, the invoice shall reference the information provided by the Client in the “Billing Information” of the online Order Form section. The Client shall not be entitled to dispute or delay payment on the basis of incorrect or incomplete information so provided.
9.6. 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 3% over the then current base lending rate of Barclays Bank Plc 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.
9.7. 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 Fee.

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.
13.2. 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.
13.3. Without limiting its other rights or remedies, With Intelligence may terminate this Agreement (in whole or in part, including (without limitation) by cancelling tickets to an Event) 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.

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 Package 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. Data protection

15.1. Each party shall, at its own expense, ensure that it complies with and assists the other party in complying with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018 and any successor UK legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other applicable European Union regulation relating to data protection and privacy.
15.2. In the event that the Client transfers to With Intelligence any personal data in connection with this Agreement, With Intelligence shall process any such personal data in accordance with the terms of its privacy policy as a data controller.
15.3. Where:
a) 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; or
b) the Client is located in the United States of America and is:
A) not a participant in the EU-US Data Privacy Framework (for EU transfers) (“DPF”) and the UK Extension to the EU-US Data Privacy Framework (for UK transfers) (“UK Extension”); or
B) a participant in the DPF and the UK Extension (as applicable) but the DPF and UK Extension have (respectively) ceased to be subject to an adequacy decision by the European Commission and to adequacy regulations by the United Kingdom Parliament,
then the Cross Border Data Transfer Addendum (Events) shall apply in respect of any transfers of personal data made by With Intelligence to the Client within the relevant third country and shall be deemed to form an integral part of this Agreement.
15.4. The Client represents, warrants and undertakes that it in the event that the Client receives any personal data directly from With Intelligence it shall provide a notice to each relevant data subject as required by Article 14 of the EU GDPR or UK GDPR (as is applicable).

16. 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.

17. General

17.1. This Agreement shall be formed and take effect from the Commencement Date.
17.2. 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. This Agreement 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. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.3. 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.
17.4. 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.
17.5. 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.
17.6. 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.
17.7. 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.
17.8. 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.
17.9. In the event that there is any conflict between the this Agreement and any general terms and conditions set out on the Website, this Agreement shall prevail. If there is any discrepancy between the Terms and Conditions and the Order Form, the Order Form shall take precedence.
17.10. Any quotation given by With Intelligence shall not constitute an offer and is only valid for fourteen (14) days after the date issued unless otherwise agreed in writing by With Intelligence.

18. Governing law & Jurisdiction

18.1. Subject to clause 18.2, 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).
18.2. If the Client is incorporated in the United States of America, the provisions of the USA Specific Provisions Schedule (Events) shall apply.

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