We are delighted that you have chosen to partner with us for our event.
Below is our partnership agreement which details what is included within your partnership, what you can expect from us and what we expect from you. It also includes the obligatory conditions that also form part of the partnership agreement between us.
Below is our partnership agreement which details what is included within your partnership, what you can expect from us and what we expect from you. It also includes the obligatory conditions that also form part of the partnership agreement between us.
Partnership Requirements
Partner Deadlines
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Provide Partner logo |
Must be either: a vector file (so an SVG, EPS or an Ai file), or a WHITE PNG with a transparent background. (Please note, we can only accept white logos and will be unable to use coloured logos) While we will endeavour to meet your marketing requirements for the use of your logos but cannot guarantee this as we will have a number of partners logos to include in the branding and marketing of our Climb event. |
1 Week from Agreement Commencement Date |
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Provide Partner announcement approval |
The Climb Team will draft a written announcement (for use on social media, alongside the specially created announcement graphic) and send to you for your approval |
2 weeks from being provided with a draft (which will be a created by Climb Team 1 week after Commencement Date) |
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Post social media graphic / video on Partner social media channels |
Within a week of receiving logos in the correct format, the Climb team will create a video or graphic which officially announces the partnership. This will be emailed to you for you to post on your social media channels. |
For the video, within a month of Agreement Commencement Date |
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Provide ticket allocation names and registration details |
Provide the Climb team with the names and contact details of the team members who will be attending the festival. |
By the set date found in your task portal and physical contract pack |
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Complete the ClimbUK app registration process |
The app will be released to Partners around 2 weeks prior to general release to allow each Partner to fully populate their section of the App. |
By the set date found in your task portal and physical contract pack |
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Provide promotional video to be played at the event (between selected sessions) |
Format: Mp4 Quality: The minimum quality we can accept is HD (1920 x 1080) Dimensions: 1920 x 1080 Length: Ideally around 30 seconds. No longer than 40 seconds. Please note anything longer than 40 seconds will not be shown at the event. |
By the set date found in your task portal and physical contract pack |
Provide main contact information (for MARKETING) | Please provide only one primary contact for marketing up to the event. If required, we will send any marketing and branding material, where possible to you for review, before it is posted. We will expect you to review this within the timeframe we ask, and if a response is not received within the timeframe, we will either proceed to post with your logos (if it is similar to a post we have had approved before) or remove your logo for that particular post. | Within 1 week of Agreement Commencement Date |
Provide main contact information (for PARTNERSHIPS) | Please provide only one primary contact for partnership queries up to the Event. | Within 1 week of Agreement Commencement Date |
Provide main contact information (for AT THE EVENT) | Please provide only one primary contact who will be leading on the event days. | By the set date found in your task portal and physical contract pack |
Payment of Invoice within 14 days | All partnership invoices to be paid within 14 days of the invoice date. We need to pay our suppliers in advance of the Event and so depend on our partnership invoices being paid as soon as possible. No marketing of your involvement can proceed without payment. | 14 days from Invoice date |
Change Requests | We will endeavour to process any change requests within 72 hours. No change requests will be accepted within 14 days of the event. All change requests must be submitted via the link below. Any change requests sent via email will be ignored and not actioned. | Maximum 3 Change requests Allow 72 hours for action. |
Partner Deadlines Additional
Only if included within your Partnership package
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Provide Speaker details |
For Partnership packages that include a speaking session ONLY (Please note that if the speaker details are not provided by the deadline the Climb Team has the right to reallocate the slot to different speakers, who may have a different topic of discussion). |
By the set date found in your task portal and physical contract pack Last minute changes accepted no-later than 1 month before the event(up to 2 changes are permitted) |
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Supply Event Programme artwork |
For Partnership packages that include an advert in the event Programme ONLY. All print ads to be supplied in CMYK colour. Either of the following formats are acceptable: JPEG: must be high resolution (at least 300dpi) PDF: must be high resolution (at least 300dpi). All fonts to be embedded into the PDF file. Pantone (and other spot) colours MUST be converted to CMYK. Advert Size: Full Page Height: 190mm Width: 128mm Half Horizontal Height: 92mm Width: 128mm |
By the set date found in your task portal and physical contract pack |
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Provide information about your expo stand |
For Partnership packages that include exhibition space ONLY This form will be confirming the logistical details about your stand, including what is on your stand, any additional products you need to order for your stand. |
By the set date found in your task portal and physical contract pack |
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Supply artwork for expo stand graphics |
For Partnership packages that include exhibition space ONLY The walls of the exhibition stands are made up of lightweight panels in steel grey. You can choose (at additional cost) to have graphics made to cover these walls or bring your own collateral |
By the set date found in your task portal and physical contract pack |
Conditions
Any ClimbUK Partnership Agreement is subject to the following terms and conditions (‘the Conditions’)
1. Definitions & Interpretation
1.1. Please read these terms and conditions carefully as they affect your legal rights and, alongside the relevant ClimbUK agreement, set out the terms and conditions on which we, ClimbUK (“us”, “we”, “Climb”, “ClimbUK”, “Host”), will contract with a Partner (“you”, “your”, “Partner”) for partnership of any Investor Ladder event.
1.2. Your acceptance of the Agreement, whether in writing or by conduct, signifies agreement with, and acceptance of, these Conditions in their entirety.
1.3. Terms defined in the Partnership Information shall have the same meaning where used in the Conditions, save where the context otherwise requires.
1.4. Definitions
Activity or Activities: those activities and services to be performed provided by the Host pursuant to this Agreement and more particularly described on the first page of this Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the Commencement Date outlined in this Agreement. Confidential Information: has the meaning given in clause 13 of these Conditions. Event: mean the event or events outlined on the first page of this Agreement.
Force Majeure event: has the meaning given in Clause 12 of these Conditions.
Intellectual Property Rights: means 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), 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.
Host’s Mark: means the Host’s logo, trademarks and branding.
Partner’s Mark: means the Partner’s logo, trademarks and branding.
Partnership Fee: has the meaning given in the Partnership Information on the first page of this Agreement.
2. Term
This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with this Agreement, shall continue until the Event finishes, when it shall terminate automatically without notice.
3. Partnership Fee
The Partnership Fee shall be paid by the Partner within 14 days from the date of the invoice issued to the Partner by the Host.
4. Obligations of the Partner
4.1. The Partner shall pay the Host the Partnership Fee as outlined in clause 3.
4.2. The Partner shall provide the Host with the Partner’s Mark to be used as outlined in the Partnership Requirements and to be used as set out in this Agreement.
4.3. Each party shall provide the other (or procure the provision of) such assistance as is reasonably required by the other to enable them to meet their obligations under this Agreement.
4.4. Neither party will make any representation, whether express or implied, that it is authorised or endorsed by the other, save as expressly permitted by this Agreement or agreed between the parties from time to time.
4.5. Each party will comply fully with the terms of this Agreement.
4.6. The Partner shall agree to adhere to the setup and removal of the stand process., if they have a stand.
4.2. The Partner shall provide the Host with the Partner’s Mark to be used as outlined in the Partnership Requirements and to be used as set out in this Agreement.
4.3. Each party shall provide the other (or procure the provision of) such assistance as is reasonably required by the other to enable them to meet their obligations under this Agreement.
4.4. Neither party will make any representation, whether express or implied, that it is authorised or endorsed by the other, save as expressly permitted by this Agreement or agreed between the parties from time to time.
4.5. Each party will comply fully with the terms of this Agreement.
4.6. The Partner shall agree to adhere to the setup and removal of the stand process., if they have a stand.
5. Obligations of the Host
5.1. In performing any of its activities, its duties, or its obligations in connection with this Agreement, the Host shall use reasonable endeavours to:
5.1.1. promote and raise awareness of the Partner;
5.1.2. prominently feature the Partner Mark at the Event or in any marketing or other activity which constitutes an Activity as per the Partnership information;
5.1.3. keep the Partner informed as promptly and as reasonably practicable with respect to material developments which might affect the Partner’s participation in the activities;
5.1.4. co-operate with the Partner to enable the Partner to achieve their objectives for the partnership;
5.1.5. make no representation, whether express or implied, that it is authorised or endorsed by the Partner, save as expressly permitted by this Agreement.
5.2. The Host shall discharge its obligations in connection with this Agreement (including, but not limited to, performance of the activities) to the standard of a competent professional and always in accordance with all applicable laws and regulations.
5.1.1. promote and raise awareness of the Partner;
5.1.2. prominently feature the Partner Mark at the Event or in any marketing or other activity which constitutes an Activity as per the Partnership information;
5.1.3. keep the Partner informed as promptly and as reasonably practicable with respect to material developments which might affect the Partner’s participation in the activities;
5.1.4. co-operate with the Partner to enable the Partner to achieve their objectives for the partnership;
5.1.5. make no representation, whether express or implied, that it is authorised or endorsed by the Partner, save as expressly permitted by this Agreement.
5.2. The Host shall discharge its obligations in connection with this Agreement (including, but not limited to, performance of the activities) to the standard of a competent professional and always in accordance with all applicable laws and regulations.
6. Changes
6.1. Any change requests will be reviewed within 48 hours of receipt of a change request form sent via the link set out in the Partnership Requirements section of this Agreement, and a response will be provided within 72 hours.
6.2. No change request will be accepted within 72 hours of the Event commencing.
6.3. A limit of 5 changes will be accepted.
6.4. Any changes must be submitted via a change request form referred to in clause 6.1 above to ensure all requests are correctly logged. Any changes submitted directly to any member of the Climb UK team will not be processed.
6.2. No change request will be accepted within 72 hours of the Event commencing.
6.3. A limit of 5 changes will be accepted.
6.4. Any changes must be submitted via a change request form referred to in clause 6.1 above to ensure all requests are correctly logged. Any changes submitted directly to any member of the Climb UK team will not be processed.
7. Liability
7.1. The Parties’ maximum aggregate liability to each other under this Agreement shall be limited in contract, by way of indemnity, tort (including negligence) or otherwise, however arising, to an amount equal to the Partnership Fee under this Agreement.
7.2. The Host shall not under any circumstances be liable for any:
7.2.1. loss of income; loss of profit; loss of customers; loss of opportunity or damage to the Partner’s reputation; and/or
7.2.2. indirect; special; incidental; or consequential loss or damage, whatsoever and howsoever such loss, damage or delay was caused, whether from contract, breach of statutory duty, by indemnity, tort (including negligence) or otherwise.
7.3. Nothing in this Agreement shall exclude either party’s liability for death and personal injury; fraud; and any other liability that cannot be excluded by law.
7.2. The Host shall not under any circumstances be liable for any:
7.2.1. loss of income; loss of profit; loss of customers; loss of opportunity or damage to the Partner’s reputation; and/or
7.2.2. indirect; special; incidental; or consequential loss or damage, whatsoever and howsoever such loss, damage or delay was caused, whether from contract, breach of statutory duty, by indemnity, tort (including negligence) or otherwise.
7.3. Nothing in this Agreement shall exclude either party’s liability for death and personal injury; fraud; and any other liability that cannot be excluded by law.
8. Termination
8.1. Subject to clauses 8.2 and 8.3, this Agreement shall expire on the date provided under clause 2.
8.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement for convenience by providing the other with 30 days’ prior written notice.
8.3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
8.3.1. the other party commits a material breach of any term of this Agreement which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 7 days after being notified in writing to do so;
8.3.2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
8.3.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
8.3.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
8.3.5. either party (acting reasonably) or any regulatory authority of either party believes that this arrangement is or becomes incompatible with any law or regulation; and/or:
8.4. For the purposes of clause 8.3.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:
8.4.1. a substantial portion of this Agreement; or
8.4.2. any of the obligations set out in clause 3, 4 and/or 5 of this Agreement, over the Term of this Agreement.
In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
8.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement for convenience by providing the other with 30 days’ prior written notice.
8.3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
8.3.1. the other party commits a material breach of any term of this Agreement which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 7 days after being notified in writing to do so;
8.3.2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
8.3.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
8.3.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
8.3.5. either party (acting reasonably) or any regulatory authority of either party believes that this arrangement is or becomes incompatible with any law or regulation; and/or:
8.4. For the purposes of clause 8.3.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:
8.4.1. a substantial portion of this Agreement; or
8.4.2. any of the obligations set out in clause 3, 4 and/or 5 of this Agreement, over the Term of this Agreement.
In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
9. Consequences of Termination
9.1. In the event that the Partner terminates this Agreement (otherwise than in circumstances in which the Partner is entitled to terminate this Agreement by reason of any breach of this Agreement by the Host) the following cancellation charges (Cancellation Charges) shall apply :
9.1.1. 12 weeks prior to the Event– 50% of the Partnership Fee
9.1.2. 11 weeks to 8 weeks prior to the Event – 75% of the Partnership Fee
9.1.3. 7 weeks or less prior to the Event – 100% of the Partnership Fee
9.2. Subject to clause 9.1, on termination or expiry of this Agreement:
9.2.1. the Host shall cease to use the Partner Mark;
9.2.2. the Partner shall pay to the Host any sums that are outstanding and to be accounted for under this Agreement;
9.2.3. the Host shall refund to the Partner any reasonable portion of the Partnership Fee attributable to a particular Activity or obligation that has not been discharged by the Host where the Partner has terminated this Agreement pursuant to Clause 8.3;
9.2.4. the following clauses shall continue in force: Clause 1 (Definitions and Interpretation), Clause 7 (Liability), Clause 8 (Termination), Clause 9 (Consequences of Termination), Clause 11 (Intellectual Property Rights), Clause 13 (Data Protection) and Clause 16 (Governing Law and Jurisdiction) of this Agreement.
9.3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
9.1.1. 12 weeks prior to the Event– 50% of the Partnership Fee
9.1.2. 11 weeks to 8 weeks prior to the Event – 75% of the Partnership Fee
9.1.3. 7 weeks or less prior to the Event – 100% of the Partnership Fee
9.2. Subject to clause 9.1, on termination or expiry of this Agreement:
9.2.1. the Host shall cease to use the Partner Mark;
9.2.2. the Partner shall pay to the Host any sums that are outstanding and to be accounted for under this Agreement;
9.2.3. the Host shall refund to the Partner any reasonable portion of the Partnership Fee attributable to a particular Activity or obligation that has not been discharged by the Host where the Partner has terminated this Agreement pursuant to Clause 8.3;
9.2.4. the following clauses shall continue in force: Clause 1 (Definitions and Interpretation), Clause 7 (Liability), Clause 8 (Termination), Clause 9 (Consequences of Termination), Clause 11 (Intellectual Property Rights), Clause 13 (Data Protection) and Clause 16 (Governing Law and Jurisdiction) of this Agreement.
9.3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
10. Anti-bribery
10.1. Each party agrees that it shall in connection with this Agreement:
10.1.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
10.1.2. maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
10.1.3. promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Agreement; and
10.2. promptly report to the other party any financial or other advantage of any kind being received, offered, promised or given to any persons.
10.3. Breach of this Clause 10 shall be deemed a material breach under the Agreement.
10.1.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
10.1.2. maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
10.1.3. promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Agreement; and
10.2. promptly report to the other party any financial or other advantage of any kind being received, offered, promised or given to any persons.
10.3. Breach of this Clause 10 shall be deemed a material breach under the Agreement.
11. Intellectual Property Rights
11.1. The Host and the Partner acknowledge as follows:
11.1.1. all rights in the Partner’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Partner. The Host shall not acquire any rights in the Partner’s Marks, nor in any developments or variations of them; and
11.1.2. all rights in the Host’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Host. The Partner shall not acquire any rights in the Host’s Marks, including any developments or variations of them;
11.2. All Intellectual Property Rights in and to any materials produced for the Activities, by or on behalf of the Host or jointly by the Host and the Partner, shall, with the exception of the Partner’s Marks, be the sole and exclusive property of the Host and if the Partner acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Host on request, whenever that request is made.
11.3. The Partner grants the Host a royalty free licence to use the Partner’s Mark only for the purposes of fulfilling its obligations under this Agreement. This licence shall terminate automatically and immediately on termination or expiry of this Agreement for any reason and on service by the Partner of a Cease Notice (as defined below).
11.4. The Host shall only use the Partner’s Mark for the purposes of fulfilling its obligations under this Agreement.
11.5. The Partner may require the Host to cease to use the Partner’s Mark for any purpose(s) at any time by providing written notice to the Host (Cease Notice).
11.6. The Host grants the Partner a royalty free licence to use the Host’s Mark and all reference to the Event for the purposes of the Partner’s marketing of, and association with the Event, in accordance with this Agreement. This licence shall terminate 4 weeks from the date of termination of this Agreement.
11.1.1. all rights in the Partner’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Partner. The Host shall not acquire any rights in the Partner’s Marks, nor in any developments or variations of them; and
11.1.2. all rights in the Host’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Host. The Partner shall not acquire any rights in the Host’s Marks, including any developments or variations of them;
11.2. All Intellectual Property Rights in and to any materials produced for the Activities, by or on behalf of the Host or jointly by the Host and the Partner, shall, with the exception of the Partner’s Marks, be the sole and exclusive property of the Host and if the Partner acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Host on request, whenever that request is made.
11.3. The Partner grants the Host a royalty free licence to use the Partner’s Mark only for the purposes of fulfilling its obligations under this Agreement. This licence shall terminate automatically and immediately on termination or expiry of this Agreement for any reason and on service by the Partner of a Cease Notice (as defined below).
11.4. The Host shall only use the Partner’s Mark for the purposes of fulfilling its obligations under this Agreement.
11.5. The Partner may require the Host to cease to use the Partner’s Mark for any purpose(s) at any time by providing written notice to the Host (Cease Notice).
11.6. The Host grants the Partner a royalty free licence to use the Host’s Mark and all reference to the Event for the purposes of the Partner’s marketing of, and association with the Event, in accordance with this Agreement. This licence shall terminate 4 weeks from the date of termination of this Agreement.
12. Force Majeure
12.1. Either party reserves the right to cancel or suspend its obligations under this Agreement which are not able to be fulfilled by virtue of an event beyond that party’s reasonable control (“Force Majeure Event”). Neither party shall be liable for any loss caused by cancellation or postponement of its obligations under this Clause 12. In the event that the circumstances prevent either party performing its obligations under this Agreement for 30 days or more, either party may terminate this Agreement (in whole or in part) by written notice.
13. Data Protection
13.1. The following definitions apply in this Clause 13:
Agreed Purpose: the provision of relevant marketing correspondence by one party to the other subject to the conditions of this Clause 13.
Controller, processor, data subject, personal data, processing and appropriate technical and organisation measures: shall have the meaning set out in the Data Protection Legislation in force at the time.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.
Permitted Recipients: the parties to this Agreement.
Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to personal data contained within the registration form provided to the data subject by the Host for an Event.
13.2. This Clause 13 sets out the framework for the sharing of personal data between the parties. Each party acknowledges that one party (the Data Discloser) may regularly disclose to the other party Shared Personal Data collected by the Data Discloser subject to this Clause 13.
13.3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
13.4. Each party shall:
13.4.1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
13.4.2. give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees.
13.4.3. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
13.4.4. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
13.4.5. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
13.4.6. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
13.4.6.1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
13.4.6.2. ensures that: (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
13.5. The parties agree to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which either party incurs.
Agreed Purpose: the provision of relevant marketing correspondence by one party to the other subject to the conditions of this Clause 13.
Controller, processor, data subject, personal data, processing and appropriate technical and organisation measures: shall have the meaning set out in the Data Protection Legislation in force at the time.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.
Permitted Recipients: the parties to this Agreement.
Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to personal data contained within the registration form provided to the data subject by the Host for an Event.
13.2. This Clause 13 sets out the framework for the sharing of personal data between the parties. Each party acknowledges that one party (the Data Discloser) may regularly disclose to the other party Shared Personal Data collected by the Data Discloser subject to this Clause 13.
13.3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
13.4. Each party shall:
13.4.1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
13.4.2. give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees.
13.4.3. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
13.4.4. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
13.4.5. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
13.4.6. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
13.4.6.1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
13.4.6.2. ensures that: (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
13.5. The parties agree to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which either party incurs.
14. Variation
14.1. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15. Entire agreement
15.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
15.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
15.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
15.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
16. Governing Law and Jurisdiction
16.1. The 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.
16.2. 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).
16.2. 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).