WILLIAM REED BUSINESS MEDIA LTD

(t/a HIM and as MCA)

GENERAL TERMS AND CONDITIONS

FOR THE PROVISION OF SERVICES

NOVEMBER 2018

1 Definitions and Interpretation

1.1 In these Terms the following terms have the following meanings:

"Additional Fees" means Reed's charges for any Additional Services and any other costs and expenses

incurred by Reed in providing any Additional Services to Customer;

"Additional Services" means any services not falling within the scope of the original Services which

Reed agrees to provide to Customer from time to time;

"Confidential Information" means any information obtained or received by one party from the other

prior to acceptance of the Order or during the provision of the Services or Additional Services,

including Deliverables, data and research resulting from the Services;

"Customer" means the person whose details are set out on the Order;

Data Protection Laws” means the data protection legislation or similar legislation as implemented

under English law (including any national implementing laws, regulations and secondary legislation),

in each case as applicable and in force in the United Kingdom from time to time and all other

applicable laws and regulations, relevant industry codes of practice and guidance issued by the

Information Commissioner, supervisory authority or other bodies in relation to the processing of

personal data;

"Deliverables" means all data, documents, products and materials developed by Reed pursuant to

the Services in any form, including any reports stated on the Order;

"Fees" means the fee payable for the Services as stated on the Order together with such reasonable

and demonstrable travel, subsistence and other expenses necessarily incurred in the provision of the

Services (as amended from time to time under these Terms);

"Reed" means William Reed Business Media Ltd (company number 2883992) whose registered office

is at Broadfield Park, Crawley RH11 9RT;

"Intellectual Property Rights" means any and all intellectual property rights (including copyright,

trade marks, patents, design rights, database rights) whether or not registered;

"Initial Period" the initial term for which the Services shall be provided to Customer as set out in the

Order (and where no such term is specified, it shall comprise of not less than 2 (two) years from the

Commencement Date;

"Order" means any Proposal which is accepted by Customer and confirmed in writing by Reed or any

written order or request for services by Customer for the provision of Services, Additional Services

or any other services which is accepted by Reed (whether or not such order or request is signed by

Customer);

"Proposal" means a written proposal by Reed for the provision of the Services;

"Services" means the services which Reed is to supply to Customer as detailed on any Order; and

"Terms" means the terms and conditions set out in this document.

1.2 In these Terms headings are included for convenience only and shall not affect interpretation.

1.3 The words "include", "includes", "including" and "included" will be construed without limitation

unless inconsistent with the context.

2 Basis of Contract

2.1 These Terms shall apply to all Orders for Services accepted by Reed or Customer (as applicable). By

placing an Order with Reed, Customer agrees to deal with Reed on these Terms to the exclusion of

all other terms, conditions, warranties or representations.

2.2 In the event of any conflict between these Terms and any Order, the terms of the Order shall take

precedence but only to the extent that such term is unambiguously and expressly stated to vary these

Terms.

2.3 No terms or conditions endorsed on, delivered with or contained in Customer's purchase order,

confirmation of order, specification or any other document or implied by trade customer or course

of dealing shall form part of an Order save where these Terms (and where applicable the terms which

are to be overridden) are specifically referred to in that document and the document is signed by

both Customer and Reed.

2.4 No variation to these Terms shall be binding unless made in accordance with clause 2.3 above.

2.5 The prices, quantities, service provision levels and timescales for performance stated in any Order

are commercial estimates which Reed shall use its reasonable efforts to achieve.

2.6 No Order accepted by Reed or Customer (as applicable) may be cancelled by either party in whole or

part at any time after its acceptance without the written consent of the other. Reed reserves the

right to charge Customer reasonable cancellation charges in the event of any such cancellation.

2.7 A binding contract shall come into existence when Reed dispatches an acceptance of the Order to

Customer or (if earlier) Reed supplies the Services to Customer. Customer should return a signed

copy of the Order to Reed for record purposes but where it fails to do so its receipt of the Services

or any continued instructions from Customer (whether express or implied) will amount to Customer's

acceptance of both the Order and these Terms.

3 Supply of Services

3.1 Each Order shall commence on the Commencement Date specified in the Order and shall continue

for not less than the Initial Period and afterwards for consecutive periods of 1 (one) year (each such

contractual period whether during or after the Initial Period being referred to as “Contractual

Period(s)”) or until terminated either:

3.1.1 in accordance with clause 11; or

3.1.2 by either party serving not less than twelve months' written notice to the other provided

that

(a) such notice shall not expire before the end of the next Contractual Period following

the Contractual Period in which the notice was received; and

b) all payments due to Reed under the Order shall remain due and payable during the

period of such notice.

3.2 Reed shall supply the Services and any Additional Services to Customer in accordance with these

Terms and in consideration of payment of the Fees and any Additional Fees by Customer.

3.3 Reed reserves the right at any time to make such modifications, changes or additions to, any Service

(or part of it), as it deems reasonably necessary. Reed shall give Customer as much notice as

practicable of any proposed modification.

3.4 Customer relies solely on its own skill and judgment in determining the suitability of the Services for

any particular purpose.

4 Customer's obligations

4.1 Customer shall ensure that the terms of its Order are complete and accurate. Where a Customer has

any special requirements then these must be stipulated in the Order.

4.2 To enable Reed to perform its obligations under these Terms, Customer shall co-operate fully with

Reed and provide Reed and its agents with any information that it reasonably requires.

4.3 If Reed's performance of its obligations under the Contract is prevented or delayed by any act or

omission of the Customer or its agents, subcontractors, consultants or employees Reed shall not be

liable for any costs, charges or losses sustained or incurred by the Customer to the extent that they

arise from such act or omission.

5 Price and payment

5.1 The Fees shall be set out in the Order or, if not specified, the price set out in the Proposal or, if not

specified and no price has been quoted (or a Proposal is no longer valid), the price listed in Reed's

published price list current at the date of supply of the Services.

5.2 Unless otherwise agreed in writing, the Additional Fees shall be set out in the respective additional

order form, or, if not specified, calculated in accordance with Reed's published price list current at

the date of supply of the Additional Services and shall be invoiced and payable in accordance with

this clause 5. Additional Fees shall be agreed by the parties in writing prior to commencement of

Additional Service.

5.3 Reed reserves the right, by giving notice to Customer at any time before the anniversary of the

Commencement Date, to increase the Fees (and the Additional Fees, if any). In any event Reed shall

have the right to reflect in the Fees any increase in the cost to Reed which is due to any factor beyond

its control, any change in specifications for the Services which is requested by Customer or any delay

caused by any instructions of Customer or failure of Customer to give Reed adequate information or

instructions.

5.4 The Fees (and the Additional Fees, if any) are exclusive of any applicable taxes, duties, charges and

levies (including, value added tax or any similar tax) which Customer shall be additionally liable to

pay to Reed.

5.5 Reed shall be entitled to invoice Customer for all amounts due on or in advance of supplying the

Services (and the Additional Fees, if any) as set out in the Order and Customer shall make payment

to Reed in pounds sterling in respect of all invoices in full within 30 days of the date of the invoice.

No payment shall be deemed to have been received until Reed has received cleared funds.

5.6 Customer shall make all payments due under an Order in full without any deduction (whether by way

of set-off, counterclaim, discount, abatement or otherwise).

5.7 If full payment is not received by Reed by the due date for payment specified in clause 5.5 then

without prejudice to its rights Reed shall be entitled:

5.7.1 to immediate payment of the fees due for the remainder of the Initial Period (or any

extended term); and/or

5.7.2 to suspend the further provision of the Services (and the Additional Services, if any) to

Customer without incurring any liability; and/or

5.7.3 to terminate an Order without incurring any liability; and/or

5.7.4 to charge interest on such overdue monies at the rate of 4% per annum above the base

rate of Barclays Bank plc from time to time, accruing monthly from the due date for

payment thereof until receipt by Reed of the full amount,

and Customer shall fully indemnify Reed against all costs and expenses (including legal expenses)

incurred by Reed in connection with the collection of any monies owed by Customer to Reed.

6 Warranty and Liability

6.1 Reed warrants to Customer that:

6.1.1 the Services (and the Additional Services, if any) will be performed with reasonable care and

skill; and

6.1.2 the Services (and the Additional Services, if any) will be performed in accordance with all

statutory requirements and regulations.

6.2 Reed's sole liability in respect of any valid warranty claim being made by Customer under clause 6.1.1

shall be limited to the re-performance of the Services (or the Additional Services, as appropriate) free

of charge or, at Reed's sole discretion, refunding to Customer the Fees (or Additional Fees, as

appropriate) or a proportionate part of the Fees or Additional Fees as appropriate.

6.3 Each party warrants to the other that:

6.3.1 it has full authority and all necessary consent to enter into these Terms and any Orders;

6.3.2 any documents, materials and other information provided by it to the other party shall not

infringe the Intellectual Property Rights or other rights of any third parties; or

6.3.3 in respect of any data and information provided by it to the other party:

(a) it has full authority and all necessary consents to provide such data and information

for the purposes of the Services; and

(b) such data and information does not contain anything which is defamatory, libellous,

obscene, contravenes any laws of which offends against good taste or common

decency or would place and person in contempt of court.

6.4 All warranties, conditions, undertakings, obligations and other terms implied by statute, common

law, custom, trade usage, course of dealing or otherwise are excluded, to the fullest extent permitted

by law.

6.5 The Fees and Additional Fees are determined on the basis of the following limitations and exclusions

of liability which each party agrees are reasonable.

6.6 Neither party excludes or limits its liability for:

6.6.1 death or personal injury resulting from its negligence; or

6.6.2 any damage or liability incurred by the other as a result of its fraud or fraudulent

misrepresentation; or

6.6.3 any liability incurred by the other party as a result of any breach by it of the condition as to

title or the warranty as to quiet possession implied by section 2 of the Supply of Goods

and Services Act 1982; or

6.6.4 any matter in respect of which it would be illegal for it to exclude or attempt to exclude its

liability; or

6.6.5 subject only to clause 6.7, breach of confidentiality; infringement of intellectual property

rights; or any regulatory fines or sanctions which a party suffers as a direct result of a breach

of this Agreement by the other party.

6.7 The parties shall not be liable to the other for any indirect, incidental or consequential loss or loss of

profits

6.8 Subject to clause 6.6, each party’s total aggregate liability for all claims arising out of or in relation to

an Order (whether in contract, strict liability, tort (including, without limit, negligence),

misrepresentation or any other matter for which a party is liable) shall not in any event exceed the

Fees and Additional Fees paid and payable in respect of that Order.

6.9 Reed accepts no liability for any disruption or non-availability of the Services resulting from internet

service provider equipment failure, host equipment failure, communications network failure and

power failure.

7 Intellectual Property Rights

7.1 Unless otherwise agreed in writing all Intellectual Property Rights in the Services and any Deliverables

shall vest in Reed.

7.2 Subject to clause 7.1, Reed grants to Customer a personal, non-transferable, non-exclusive, royalty-

free right to use any Deliverables only for its own internal management purposes. Save as required

under this clause 7.2 and as permitted by law, Customer shall not copy, reproduce, disseminate,

distribute or publish any Deliverables (whether in whole or in part) without Reed's prior written

consent. For the avoidance of doubt Customer shall not (i) sell any of the Services (or any part

thereof) to third parties; (ii) distribute any of the Deliverables (or any part thereof) to third parties

for sale or resale (or free of charge) whether as part of a package or as a separate product; (iii) use

the Services (or any part thereof) for any purpose which rivals or competes with Reed. In the event

of a dispute between Customer and Reed it shall be for Reed to define “rival” and/or “competing”

purposes. Nothing in clause 7.2 shall prevent Customer from using the Deliverables for presentations

made in the usual course of business.

7.3 Reed is entitled to inform third parties that it provides, or has provided, the Services to Customer. For this sole purpose, Customer grants Reed a licence to use its corporate name and any logo.

8 Confidential Information

8.1 Except as required by law or the rules and regulations of any other regulatory authority by whose

rules or regulations a party is bound, neither party shall publish or permit to be published either

alone or in conjunction with any other person any press release, information, article, photograph,

illustration or any other material of whatever kind relating to this Contract or the business of the

other party without prior reference to and approval in writing in all cases from the other party.

8.2 Each party acknowledges that in the course of the Engagement it will have access to Confidential

Information of the other party. Each party shall keep all Confidential Information of the other party

confidential and shall not either during, or at any time after termination disclose such Confidential

Information to any third party or use such Confidential Information (other than for its own internal

management purposes) without the disclosing party's prior written consent.

8.3 The provisions of clause 8.2 shall not apply to information which is:

8.3.1 in or comes into the public domain otherwise than by breach of these Terms;

8.3.2 already in the receiving party's possession;

8.3.3 obtained from a third party who is free to disclose the same;

8.3.4 required to be disclosed by operation of law.

9 Data Protection

9.1 “Data subject”, “personal data”, “personal data breach”, “process”, “processor” and “supervisory

authority” shall for the purposes of this clause 9 have the meanings set out in the Data Protection

Laws. To the extent that a Party (“Processor Party”) is a Data Processor of Personal Data on behalf of

the other party (“Controller Party”), the Processor Party agrees (and will procure that any permitted

subcontractors will) comply with the following obligations:

 

9.1.1 comply with the Data Protection Laws in the performance of its obligations under these T

erms;

9.1.2 only use Personal Data on the documented instructions of the Controller Party, for purposes

that are consistent with the purposes of these Terms and/or to the extent required by law or

regulatory requirements, unless the Controller Party agrees otherwise in writing. If the

Processor Party is required by law or regulatory requirement to process Personal Data for

another reason, the Processor Party shall inform the Controller Party of that legal

requirement, unless such requirement prohibits such information on important grounds of

public interest. The Processor Party shall promptly notify the Controller Party if any

instruction by the Controller Party to process Personal Data infringes Data Protection Laws;

9.1.3 render such assistance and co-operation as the Controller Party may reasonably require

to assist the Controller Party to comply with its obligations under the Data Protection Laws;

9.1.4 have in place and maintain throughout the duration of this Agreement appropriate technical

and organisational measures (including appropriate policies communicated to the its

employees, management of ongoing compliance and effective security measures) in respect

of Personal Data to prevent unauthorised or unlawful processing of the Personal Data and to

protect it against accidental loss or destruction, or damage;

9.1.5 ensure that its employees who process the Personal Data for the purposes of this Agreement

are reliable and have been trained in the law of data protection and in the care and handling

of Personal Data and have committed themselves to confidentiality;

9.1.6 without undue delay notify the Controller Party in writing in the event of:

(a) receipt by the Processor Party of a legally binding request for disclosure of the Personal

Data by a Supervisory Authority or any other third party (unless prohibited under any

law from doing so);

(b) a Personal Data Breach, in which event the Processor Party will do all such acts and

things as Controller Party may reasonably require in order to remedy or mitigate the

effects of the Data Breach. Any such assistance shall be at the Controller’s expense,

unless the Personal Data Breach is demonstrably the fault of the Processor Party;

(c) receipt by the Processor Party of a request by an individual (or his/her representative)

to exercise rights of access, rectification, erasure, restriction of processing or data

portability in respect of the Personal Data held by Processor Party on behalf of

the Controller Party; and

(d) receipt by the Processor Party of a complaint, communication or request relating to

the Controller Party or Processor Party under the Data Protection Laws including

requests from any Supervisory Authority (unless prohibited under any law from doing

so);

9.1.7 not transfer or permit the transfer of the Personal Data to a third party or to any territory

outside of the European Economic Area except with the prior consent of Controller Party or

except where the appropriate data transfer mechanism for such transfers is in place to

ensure adequate safeguards for such Personal Data. The parties shall take practical and

contractual measures to ensure that all Personal Data can be lawfully transferred as needed,

within the EEA and/or globally throughout the term of this Agreement, including but not

limited to:

 

(a) obtaining consent from data subjects where required to allow the parties to undertake

direct marketing activities; and

(b) the use and communication to all potential data subjects of a privacy policy that

contains appropriate wording (as amended by from time to time) and ensuring that

such privacy policy forms part of the contract between the parties and any relevant

third party, where required.

9.2 The Controller Party authorises the Processor Party to subcontract processing of Personal Data under

this Agreement to a third party provided that:

 

9.2.1 the Processor Party provides the Controller Party with reasonable prior notice of, and the

opportunity to object to, any such subcontracting;

9.2.2 if the Controller Party objects to the proposed subcontractor, the Processor Party shall not

subcontract processing of the Personal Data to that subcontractor;

9.2.3 the Processor Party flows down its obligations under this clause to protect the Personal Data

in full to any subcontractor it appoints, such that the data protection terms of the subcontract

are no less onerous than the data protection terms set out in these Data Protection Terms;

and

9.2.4 the Processor Party will remain fully liable to the Controller Party for the acts, errors and

omission of any subcontractor it appoints to process the Personal Data.

9.3 Upon written request, the Processor Party shall make available to the Controller Party, within a

reasonable time, all information necessary to demonstrate compliance with these Data Protection

Terms. If the above measures are not sufficient to confirm the Processor Party’s compliance with the

Agreement, the Controller Party may request an audit by an external auditor, jointly selected by the

parties and the parties will mutually agree the scope, timing and duration of the audit. The external

auditor’s costs shall be borne by the Controller Party, unless as a result of such audit, the Processor

Party is found to have been in breach of this Agreement, in which case the Processor Party shall be

liable for the reasonable costs of such audit. Any such audit may take place not more than once per

calendar year.

9.4 Following completion of the Services, at the request of the Controller Party, the Processor Party will,

at the Controller Party’s option, either (i) delete the Controller Party’s Personal Data and certify in

writing that it has done so, or (ii) deliver the Personal Data collected by it from the Controller Party

pursuant to under this Agreement in a form agreed by the parties (acting reasonably). The Processor

Party shall, however, be entitled to retain copies of the Controller Party’s Personal Data, where

required for legal, regulatory or audit purposes.

9.5 The parties shall complete a data processing form (in the form set out in the annex hereto) setting

out the subject-matter and duration of the processing, the nature and purpose of the processing, the

type of personal data and categories of data subjects (which may be updated by the parties in writing

from time to time).

 

10 Bribery

10.1 Each party shall:

10.1.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and

anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");

10.1.2 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;

10.1.3 comply with that party’s ethics and business policies from time to time ("Relevant Policies");

10.1.4 have and shall maintain in place throughout the Initial Period and thereafter its own policies

and procedures, including adequate procedures under the Bribery Act 2010, to ensure

compliance with the Relevant Requirements, the Relevant Policies and this clause 10, and

will enforce them where appropriate;

10.1.5 immediately notify the other party if a foreign public official becomes an officer or employee

of the notifying party or acquires a direct or indirect interest in the notifying party (and each

party warrants that it has no foreign public officials as officers, employees or direct or indirect

owners at the date of this Agreement);

10.1.6 ensure that all persons associated with it or other persons who are performing services or

providing or leasing goods in connection with this Agreement comply with this clause 10.

10.2 Breach of this clause 10 shall be deemed a breach incapable of remedy for the purposes of clause

11.1.1.

10.3 For the purpose of this clause 10, the meaning of adequate procedures and foreign public official and

whether a person is associated with another person shall be determined in accordance with section

7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and

6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 10 a person

associated with a party includes any sub-contractor of that party.

11 Termination

11.1 Each party shall be entitled to terminate any unperformed Order immediately by notice in writing to

the other party if the other party:

11.1.1 commits an irremediable breach of these Terms; persistently repeats a remediable breach

or commits any remediable breach and fails to remedy it within 30 days of receipt of notice

of the breach requiring remedy of the same; or

11.1.2 makes an arrangement with or enters into a compromise with its creditors, becomes the

subject of a voluntary arrangement, receivership, administration, liquidation or winding up,

is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any

distraint, execution, event of insolvency or event of bankruptcy or any other similar process

or event, whether in the United Kingdom or elsewhere.

11.2 In the event of termination by Reed pursuant to clause 11.1 above then, without prejudice to any

other right or remedy available to Reed, Reed shall be entitled to:

11.2.1 immediate payment of all payments payable to Reed under an Order;

11.2.2 suspend any further performance of the Services without any liability to Customer; and

11.2.3 demand the return of any Deliverables.

11.3 Upon the termination or expiry of these Terms all Orders shall terminate and each party's rights,

liabilities and obligations under these Terms and any Orders shall cease, except that each party's

rights, liabilities and obligations that have accrued prior to such termination or expiry or that are

expressly or by implication intended to come into force upon or remain in force following such

termination or expiry shall survive any such termination or expiry.

12 Non-Solicitation

Neither party shall, without the prior written consent of the other, at any time from the date of an

Order to the expiry of six (6) months after the last date of supply of the Services, solicit or entice

away from the other or employ (or attempt to employ) any person who is, or has been, engaged as

an employee, consultant or subcontractor of the other in the provision or receipt of the Services.

Notwithstanding the foregoing, this clause 12 shall not prohibit solicitations through advertising or

other publications of general circulation or the hiring of any employee of a party who independently

contacts the other party without the other party having solicited the employee.

13 Force Majeure

Reed reserves the right to defer the date of provision of the Services or to cancel an Order without

incurring any liability if it is prevented from or delayed in the carrying on of its business due to

circumstances beyond Reed's reasonable control including acts of God, governmental actions, war

or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood,

epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's

workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of

adequate or suitable materials. If the event in question continues for a continuous period in excess

of 90 (ninety) days, Customer shall be entitled to give notice in writing to Reed to terminate an Order.

14 Waiver

The failure or delay of any party to enforce or to exercise, at any time, or for any period of time, any

remedy, right, power or privilege arising pursuant to an Order does not constitute and shall not be

construed as a waiver of such remedy, right, power or privilege and shall in no way affect a party's

right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power

or privilege preclude any further exercise of the same or the exercise of any other remedy, right,

power or privilege.

15 Severability

The invalidity or unenforceability of any term of, or any right arising pursuant to an Order shall not

in any way affect the remaining terms or rights which shall be construed as if such invalid or

unenforceable term or right did not exist.

16 Notice

Any notice or written communication required or permitted to be served on or given to either party

under an Order shall be delivered by hand or sent by recorded delivery mail to the other party at its

address set out in the Order or to such other address which it has been previously notified to the

sending party and shall be deemed to have been given on the day of delivery.

17 Assignment

These Terms are personal to the parties and neither party may assign, transfer, sub-contract or

otherwise part with these Terms or any Order or any right or obligation under it without the prior

written consent of the other party. Reed is entitled to sub-contract the Services or any part of them

provided that it will remain primarily liable for the acts and omissions of its sub-contractors.

18 Entire Agreement

These Terms contains all the terms agreed by the parties relating to the subject matter of the Terms

and supersedes any prior agreements, understandings or arrangements between them, whether oral

or in writing, and no representation (unless made fraudulently), undertaking or promise shall be

taken to have been given or been implied from anything said or written in negotiations between the

parties prior to an Order except as set out in an Order.

19 Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and no person other

than Reed and Customer shall have any right under it.

20 Governing Law and Jurisdiction

The formation, construction, validity and performance of these Terms (including any associated non-

contractual disputes or claims) are governed by the laws of England and the parties accept the

exclusive jurisdiction of the English Courts.

ANNEX

DATA PROCESSING

Subject-matter of the processing

                                                      

Duration of the processing

Nature and purpose of the processing

Type(s) of personal data

Categories of data subjects

Insert data processing instructions