THIS DOCUMENT FORMS PART OF THE LEGALLY BINDING CONTRACT BETWEEN THE SUPPLIER AND HOSTED AETHETICS. THE TERMS AND CONDITIONS SHALL GOVERN THE SUPPLIER’S SPONSORSHIP AND/OR INVOLVEMENT IN THE EVENT. THESE TERMS AND CONDITIONS ARE INCOPORATED WITHIN THE ORDER FORM. BY SIGNING (VIA ELECTRONIC SIGNATURE OR WET INK) THE ORDER FORM OR PERFORMING ANY OTHER SIMILAR ACTION CONFIRMING ACCEPTANCE OF THE ORDER FORM, THE SUPPLIER CONFIRMS THAT IT ACCEPTS THESE TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THEM. WHERE AN INDIVIDUAL SIGNS THE ORDER FORM ON THE SUPPLIER’S BEHALF, THE SUPPLIER CONFIRMS THAT SUCH INIDIVIDUAL HAS AUTHORITY TO BIND THE SUPPLIER AS A PARTY TO THE AGREEMENT.
Agreed terms
1. Interpretation
1.1 The following definitions and rules of interpretation apply in this Agreement.
Definitions:
Account: an account which is created for the purpose of becoming a user of the Platform.
Agreement: the Booking Form and the Terms and Conditions.
Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties' rights or the performance of their obligations.
Booking Form: the booking form provided by Hosted Aesthetics which includes details of the Supplier, the Event, the Supplier Package, the Fee and payment terms of the Fee.
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 as set out in the Booking Form.
Confidential Information: has the meaning given in clause 18.1.
Event: the event specified in the Booking Form, or where no date is specified, the date the Order form is entered into.
Event Marks: Hosted Aesthetics’ Marks used singularly or collectively in association with the Event.
Event Marketing Guidelines: Hosted Aesthetics’ guidelines setting out the requirements for marketing the Event, including, without limitation, the reproduction of the Event Marks and the creation of the Supplier’s Event Materials, as these guidelines may be amended by Hosted Aesthetics from time to time by notice in writing to the Supplier.
Fee: the fee payable by the Supplier as specified in the Booking Form.
Force Majeure Event: has the meaning given in clause 17.1
Healthcare Professionals: the healthcare professionals who Hosted Aesthetics shall arrange to attend the Event.
Hosted Aesthetics’ Marks: the trade marks to be used for all promotion, advertising and marketing of the Event together with any associated artwork, design, slogan, text and other collateral marketing signs of Hosted Aesthetics that are to be used in connection with the Event.
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), 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.
Platform: the Hosted Aesthetics platform(s) or application(s) made available to the Supplier in connection with the Event.
Supplier's Marks: the Supplier’s trade mark, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Supplier which the Supplier provides to Hosted Aesthetics in connection with the Event.
Supplier Package: the benefits the Supplier shall receive in consideration for payment of the Fee as specified in the Booking Form, including any sponsorship package Hosted Aesthetics has agreed to supply.
Supplier Representatives: the Supplier Representatives who are entitled to attend the Event as part of the Supplier Package and are duly authorised by the Supplier to attend the Event and to represent the Supplier at the Event.
Supplier's Products: the Supplier’s products it has released to market or intends to release to market that are relevant to the medical aesthetics industry.
Supplier's Event Materials: any advertising or promotional materials or products produced by or on behalf of the Supplier which associate the Supplier or the Supplier's Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Supplier's Products.
Third Party Sponsors: any third party who provides goods or services in the medical aesthetics industry (or other similar industry) which Hosted Aesthetics may wish to engage to sponsor or support the Event.
Third Party Suppliers: any third party suppliers Hosted Aesthetics engages in connection with the Event, including, without limitation the Venue provider, caterers and travel agents.
Term: the term of this Agreement.
Terms and Conditions: these terms and conditions.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Venue: means the premises where the Event is to take place as notified to the Supplier by Hosted Aesthetics in writing from time to time.
1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2 This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes e-mail.
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8 A reference to this Agreement or to any other Agreement or document referred to in this Agreement is a reference to this Agreement or such other Agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
1.9 References to clauses are to the clauses of this Agreement.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Term
2.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 14, until three months after the Event when it shall terminate automatically without notice.
3. Fee
3.1 The Supplier shall pay Hosted Aesthetics the Fee.
3.2 The Fee shall be paid:
(a) in accordance with the payment dates and payment terms set out in the Booking Form, and, where no such terms are present, within 30 days of provision of an invoice to the Supplier;
(b) to the bank account details specified by Hosted Aesthetics in writing from time to time (including any bank account details set out in Hosted Aesthetics’ invoice); and
(c) in full without any set-off, counterclaim, deduction or withholding.
3.3 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then, without limiting the other party's remedies under clause 14, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts payable under the Agreement shall be exclusive of VAT.
4. Obligations of the Supplier
4. Obligations of the Supplier
4.1 The Supplier undertakes to Hosted Aesthetics:
(a) to fully co-operate with Hosted Aesthetics and provider any information reasonably requested by Hosted Aesthetics in connection with its organisation of the Event and the supply of the Supplier Package;
(b) to procure that the Supplier Representatives attend all meetings, seminars and social functions at the Event included within the Event programme and/or schedule provide by Hosted Aesthetics to the Supplier from time to time;
(c) if the Supplier Representative is allocated an Event engagement slot, the Supplier shall procure that the Supplier Representative has completed the necessary preparation to deliver such engagement slot to a high standard;
(d) to use the Event Marks and other branding materials provided by Hosted Aesthetics in accordance with the Event Marketing Guidelines;
(e) to apply any legal notices as required by Hosted Aesthetics or as set out in the Event Marks Guidelines on all Supplier's Event Materials;
(f) to ensure that the production and supply of the Supplier's Event Materials shall comply with the Event Marketing Guidelines and all Applicable Laws;
(g) to immediately at the written request of Hosted Aesthetics and at its sole cost, amend and/or withdraw from circulation any Supplier's Event Materials which do not comply with clause 4.1(d) to clause 4.1(f); and to comply with all Applicable Laws.
4.2 The Supplier shall not engage in joint promotions with any third party in relation to the Event without Hosted Aesthetics’ prior written consent.
5. Supplier Representatives
5.1 The amount of Supplier Representatives that the Supplier may bring to the Event as part of the Supplier Package shall be specified in the Booking Form.
5.2 The Supplier shall provide the Supplier Representative’s name and any other details required by Hosted Aesthetics to book the Supplier Representative’s travel, accommodation and participation at the Event upon request and by no later than 60 days before the Event.
5.3 The Supplier shall be solely responsible for:
(a) any additional or non-complimentary costs incurred during the Event not expressly covered in the Supplier Package, including, without limitation, food and beverage (which are not included as official meals as part of the Event), Wi-Fi (if not already included), additional nights, room upgrades, flight upgrades;
(b) ensuring that the Supplier Representative boards the flight/arranged travel on time;
(c) securing any visa requirements, travel permits and inoculations required to travel to and attend the Event.
5.4 The Supplier shall procure that the Supplier Representatives agree to the following Event conduct rules:
(a) To behave in a courteous and respectful manner towards others at all times. Without limiting the generality of the foregoing, this includes, harassment, bullying, threats or incitements of violence, stalking or deliberate intimidation and/or publication or confidential or sensitive information.
(b) To respect the privacy of others. Whilst there is not a ban on taking photography or recordings at the Event, please do so in a way that respects the privacy of others including when posting on social media or other any media.
(c) To comply with any house rules and policies of the Venue and any Third Party Suppliers involved with the Event.
6. Platform Access
6.1 As part of the Supplier Package, Hosted Aesthetics may grant the Supplier access to the Platform.
6.2 The Supplier will need to create an Account to access to the Platform.
6.3 The Supplier confirms that the information it provide when creating its Account or any profile on its Account is accurate and complete, and that the Supplier will update the Platform as and when its information changes.
6.4 The Supplier agrees to maintain the security and secrecy of its Account username, password and Account information.
6.5 Hosted Aesthetics may terminate, suspend, limit or restrict access to the Platform for any reason.
6.6 The Supplier agrees to comply with the Platform rules set out in Schedule 1 to these Terms and Conditions.
7. Obligations of Hosted Aesthetics
7.1 Hosted Aesthetics shall:
(a) organise and stage the Event at the Venue at its sole cost and expense;
(b) use reasonable endeavours to provide the Supplier with the Supplier Package; and comply with all Applicable Laws.
8. Representations and warranties
8.1 Each party warrants and undertakes to the other that:
(a) it has full authority to enter into this Agreement and is not bound by any Agreement with any third party that adversely affects this Agreement; and
(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this Agreement.
8.2 The Supplier represents and warrants that:
(a) it owns or is solely entitled to use the Supplier's Marks and any other material supplied to Hosted Aesthetics in relation to this Agreement;
(b) Hosted Aesthetics’ use of the Supplier's Marks will not infringe the rights of any third party.
9. Limitation of liability
9.1 References to liability in this include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in this Agreement shall limit or exclude a party's liability which cannot be limited by law.
9.3 Subject to clause 9.2, under no circumstances shall a party be liable to the other for any of the following: loss of revenue or anticipated revenue; loss of savings or anticipated savings; loss of business opportunity; loss of profits or anticipated profits; wasted expenditure; or any indirect or consequential losses.
9.4 Subject to clause 9.2, Hosted Aesthetics’ maximum aggregate liability under or in connection with this Agreement shall be limited to the amount of the Fee paid under or pursuant to this Agreement.
9.5 Hosted Aesthetics takes no responsibility, and shall not be liable (including for any costs incurred):
(a) if a Supplier Representative misses their flight (or any other travel organised by Hosted Aesthetics);
(b) for the insolvency or failure of any airline or travel company or hotel or ground handling company or other supplier that Hosted Aesthetics has engaged in connection with the Event;
(c) for flight or travel cancellation or delay;
(d) if a Supplier Representative is refused permission to board the aircraft or entry to the destination where the Event is being hosted for any reason whatsoever;
(e) for any delay or loss of baggage or excess baggage charges;
(f) for any costs incurred as a result of being refused entry to the Event (or any part thereof) or being asked to leave the Event (or any part thereof) (whether it is by Hosted Aesthetics or any third party);
(g) for any injury a Supplier Representative may suffer or sustain whilst at the Event, or travelling to or from the Event; and/or
(h) for the actions, conduct, omissions or failings of any third parties including other Third Party Suppliers, Healthcare Professionals and Third Party Sponsors.
9.6 The Supplier shall be responsible and liable for the actions of the Supplier Representatives as if they were its own.
10. Rights
10.1 The Supplier grants and Hosted Aesthetics accepts a worldwide, non-exclusive, royalty free licence to use the Supplier's Marks for the sole purpose of promoting, exploiting and operating the Event in any media including by use on promotional material and merchandising.
10.2 Hosted Aesthetics grants and the Supplier accepts a worldwide, non-exclusive, royalty free licence to use the Event Marks for the sole purpose of promoting its association with and/or sponsorship of the Event and in accordance with the terms of this Agreement.
10.3 Hosted Aesthetics and the Supplier acknowledge as follows:
(a) all rights in the Supplier's Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Supplier, and, save as expressly provided in clause 10.1, Hosted Aesthetics shall not acquire any rights in the Supplier's Marks, nor in any developments or variations of them; or
(b) all rights in Hosted Aesthetics’ Marks, including any goodwill associated with them, shall be the sole and exclusive property of Hosted Aesthetics and the Supplier shall not acquire any rights in Hosted Aesthetics’ Marks, including any developments or variations of them.
10.4 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of Hosted Aesthetics or jointly by Hosted Aesthetics and the Supplier shall, with the exception of the Supplier's Marks, be the sole and exclusive property of Hosted Aesthetics and if the Supplier acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to Hosted Aesthetics on request, whenever that request is made.
10.5 In order to protect the other party’s Intellectual Property Rights, each party agrees that it shall:
(a) not apply for registration of any part of the other party’s marks or anything confusingly similar to such marks as a trade mark for any goods or services;
(b) not use the other party’s marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement;
(c) not do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the other party’s marks or their rights to the marks, or, in the case of the Supplier, the image of the Event, Hosted Aesthetics or the Venue;
(d) hold any additional goodwill generated by it in respect of its use of the other party’s marks as bare trustee for the other party and to assign the same to such other party at any time on request and in any event following termination of this Agreement; and execute any further documentation and provide any assistance, both during the Term and after, as may reasonably be requested by the other party to protect their marks. This may include recording the terms of this Agreement or any understanding or obligation under this Agreement on any trade mark register or other register, or in any other way.
11. Insurance
11.1 The Supplier confirms that it shall arrange a comprehensive insurance policy for a reputable insurance provider, at its sole cost, for the following:
(a) public liability during the course of the Event, in respect of the Supplier's Products and any other materials or goods owned or controlled by the Supplier, which, in respect of any individual claim is not less than £1,000,000;
(b) loss, theft or damage to any of the Supplier's Products or other materials or goods owned or controlled by the Supplier;
(c) to cover any loss, damage or claim arising directly or indirectly from the public's use of the specific product or services being promoted by the Supplier, together with all other goods or services associated with the Supplier's Marks; and travel insurance in respect of the Supplier Representative’s travel and attendance at the Event which shall include cancellation cover, baggage loss or damage cover and medical cover in respect of business and personal travel.
12. Event changes and cancellation by Hosted Aesthetics
12.1 Hosted Aesthetics reserves the right to (without liability):
(a) make changes to the Event (including shortening the Event, changing the format of the Event, changing any meetings, conferences or social functions or events at the Event, change of dates or change of Venue, the Healthcare Professionals that will be attending the Event) whether as a result of a Force Majeure Event or otherwise; or
(b) cancel or abandon the Event for any reason, whether as a result of a Force Majeure Event or otherwise.
12.2 Hosted Aesthetics shall not be in breach of this Agreement by virtue of such material changes and/or cancellation or abandonment.
12.3 Hosted Aesthetics shall notify the Supplier of any material changes and/or cancellation or abandonment as soon as possible. The parties agree that:
(a) in the event of change of Venue, change of format or change of dates of the Event or any other change, the Supplier shall remain liable to pay the Fee in accordance with clause 3 of this Agreement and the terms of this Agreement shall automatically apply to the Event as changed by Hosted Aesthetics and if necessary, Hosted Aesthetics shall be entitled to vary the terms of this Agreement to facilitate any such change in the Event by providing a copy of the varied terms to (provided that such amendments are made to facilitate the change in the Event);
(b) in the event of cancellation or abandonment not caused by the Force Majeure Event, the Supplier shall remain liable to pay the Fee in accordance with clause 3 of this Agreement and provided that the Supplier has complied with the terms of this Agreement in full, Hosted Aesthetics shall, acting reasonably, refund any part of the Fee already paid by the Supplier after deducting any expenses, costs or liabilities which Hosted Aesthetics has spent, incurred or committed to in respect of the Event; and in the event of cancellation or abandonment caused by the Force Majeure Event, Hosted Aesthetics shall not be liable to refund any part of the Fee already paid by the Supplier and the Supplier shall remain liable to pay the Fee in accordance with clause 3 of this Agreement.
13. Event changes and cancellation by the Supplier
13.1 The Supplier may change or replace the Supplier Representatives provided that:
(a) it notifies Hosted Aesthetics of any change or replacement without delay and by no later than 120 days before the Event;
(b) it is liable and pays in advance for any additional costs to be incurred in connection with such replacement, including, without limitation, name change fees, new flights and/or new transfers, it being acknowledged by the Supplier that such costs shall be no less than £1,000; and
(c) the Supplier shall not be liable if it is not able to cater for any such change or replacement, including, where the airline does not accept the name change and there are no alternative flights.
13.2 The Supplier is not permitted to assign, transfer or in any way pass on its participation, involvement or rights in respect of the Event to a third party.
13.3 Save for as expressly provided for in this Agreement, the Fees are non-refundable and the Supplier shall remain liable to pay the Fee in accordance with clause 3 of this Agreement even where the Supplier does not attend the Event for any reason or requests that it no longer be associated with the Event, seeks to cancel its involvement in the Event or otherwise seeks to terminate this Agreement in accordance with clause 14.
14. Termination
14.1 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:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of the Agreement which breach is irremediable (or is such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
(c) the other party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15. Consequences of termination
15.1 On termination or expiry of this Agreement:
(a) without prejudice to clause 13.3, all remaining parts of the Fee shall fall due and become immediately payable by the Supplier to Hosted Aesthetics;
(b) the Supplier shall destroy or, if Hosted Aesthetics shall so elect, deliver to Hosted Aesthetics or any other person designated by Hosted Aesthetics, at the Supplier's expense, all Supplier's Event Materials in its possession or control;
(c) each party shall promptly return to the other any property of the other within its possession or control;
(d) each party shall pay to the other any sums that are outstanding and to be accounted for under this Agreement; and
(e) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement, shall remain in full force and effect.
15.2 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 the Agreement which existed at or before the date of termination or expiry.
16. Third Party Sponsors
16.1 Nothing in this Agreement shall give the Supplier exclusive sponsorship rights or any other similar form of exclusivity.
16.2 Hosted Aesthetics shall be entitled to engage other Third Party Sponsors in connection with the Event who are in direct competition with the Supplier at any time without any obligation to notify the Supplier.
17. Force majeure
17.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service.
17.2 A party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations where such party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event.
17.3 If the Force Majeure Event prevents, hinders or delays a party’s performance of its obligations for a continuous period of more than 3 months, the party not affected by the Force Majeure Event may terminate this Agreement by giving written notice to the Affected Party.
18. Confidentiality
18.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this Agreement, including:
(a) the terms of this Agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and
(c) any confidential information developed by the parties in the course of carrying out this Agreement.
For the avoidance of doubt, any information relating to the Event, including, without limitation the Venue, the Event schedule and activities and the Event budget shall be Hosted Aesthetics’ confidential information.
Representatives means, in relation to a party, its employees, officers, representatives and advisers.
18.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(d) the parties agree in writing is not confidential or may be disclosed.
18.3 Each party shall keep the other party's Confidential Information confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
18.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
18.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 18.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
18.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.
18.7 On termination of this Agreement, each party shall:
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14.
18.8 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
19. Data protection
19.1 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures each has their meaning ascribed to them in the Data Protection Legislation.
Data Protection Legislation means: (a) 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; and/or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.
EU GDPR means the General Data Protection Regulation ((EU) 2016/679).
Share Personal Data means the personal data to be shared between the parties under this Agreement.
UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
19.2 The parties agree that, unless otherwise specified by the party sharing personal data with the other party, for the purposes of Data Protection Legislation, they shall each be treated as independent and separate controllers.
19.3 Each party shall:
(a) comply with all the obligations imposed on a controller under the Data Protection Legislation;
(b) not do anything to put the other party in breach of their obligations under the Data Protection Legislation.
19.4 Where a party specify that the personal data is being shared on the basis that the parties are not independent and separate data controllers, prior to sharing such personal data the parties shall agree the data protection roles of each party and enter into a separate data sharing agreement that meets the requirements of the Data Protection Legislation.
20. Announcements
20.1 Hosted Aesthetics shall be entitled to make any public announcement, communication or circular (announcement) concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties. The Supplier may copy or share any such announcement on its website, social media and other owned media. Where the Supplier wishes to produce its own announcement, it shall be subject to Hosted Aesthetics’ prior written consent, such consent not to be unreasonably withheld or delayed.
20.2 Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other parties. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.
21. No partnership or agency
21.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
22. Third party rights
22.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
22.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
23. Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
24. Assignment and other dealings
This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
25. Waiver
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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
26. Severance
26.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
26.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
27. Entire Agreement
27.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
27.2 Each party acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
27.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
28. Notices
28.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified in the Booking Form (or any other address specified by a party in writing from time to time).
28.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or
(c) if sent by email, at 9.00 am on the next Business Day after transmission.
28.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
29. Governing law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
30. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
