In these Terms and Conditions the following terms shall have the following meanings:
Agreement: The Order Form and these Terms and Conditions.
Chartis: Chartis Research Limited, registered in England and Wales, company number 05127805
Client: As set out in the Order Form
Engagement: Supply of the Speaker’s services at the venue agreed by the parties on the date specified in the Order Form.
Fee: As set out in the Order Form
Order Form: the order form supplied by Chartis to the Client setting out particulars of the key commercial terms of the Agreement
Services: As set out in the Order Form.
Speaker: As set out in the Order Form or otherwise agreed by the parties.
2. Chartis’s Obligations
Chartis shall supply the Speaker to perform the Services at the Engagement, which shall be delivered in accordance with Good Professional Practice. “Good Professional Practice” means the exercise of that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from time to time from a skilled and experienced contractor seeking in good faith to comply with his contractual obligations, and engaged in the same type of undertaking and in the same or similar circumstances and conditions as those envisaged by this Agreement.
3. Client’s Obligations
The Client will provide:-
3.1 a suitable venue with appropriate heating, lighting and ventilation.
3.2 that all necessary regulations are met in respect of the venue for fire, safety and any other statutory regulations and ensure that the maximum audience capacity for the venue is not exceeded.
3.3 suitable insurances including adequate public liability insurance and that the client shall indemnify the Speaker against any action, claim, demand or proceeding made against the Speaker by any person, firm, company, government authority or agency arising out of or in connection with the organisation or conduct of the activities and opportunities referred to in the Booking Details by the Client or by any person at the Client’s direction or with the Client’s authority or permission together with all costs and expenses which may be incurred by Chartis and the Speaker in connection herewith.
3.4 all technical requirements, room layout and stage accessories listed in the Booking Details or requested prior to the engagement that are necessary for the Speaker to perform the services and these must be supplied in good working order and in particular suitable amplification must be ensured.
3.5 any speaker support material requested by the Speaker in connection with this engagement and to be produced by a company approved by the speaker.
Whilst Chartis makes every effort to ensure the suitability of a Speaker for the Engagement, no liability is accepted by Chartis, its directors, officers, servants or agents and each of them shall not be responsible for loss, damage, costs, charges or expenses whether occasioned by negligence or caused in any other way whatsoever and whether arising directly or consequentially by reason of or for or in respect of or in any way in connection with the supply of the Speaker by Chartis.
5. Payment of Fees and Expenses
5.1 In consideration of Chartis providing the services of the Speaker for this engagement the Client will pay the Fees in accordance with the relevant invoice. If the Client fails to make payment on time, Chartis reserves the right to:
(a) cancel the booking forthwith; and
(b) treat the non-payment as a cancellation by the Client in which case the Client shall pay Chartis applicable cancellation charges set out in Clause 9 immediately.
5.2 The Client is responsible for all necessary expenses incurred by the Speaker that are directly connected with the Engagement. The Client will, where appropriate, provide the Speaker with accommodation, meals and all air or overland travel tickets. All travel will be first class unless agreed to the contrary in writing by Chartis. Expenses shall be invoiced to the Client by Chartis and must be paid within 14 days of receipt of the invoice.
5.3 In the event of any payments of the expenses not being paid in full in accordance with the terms of the relevant invoice(s), Chartis reserves the right to charge interest from the invoice date at the rate of 4% above the prevailing HSBC Bank base rate.
6. Promotional Information and Photography
6.1 The Client agrees to provide copy of all promotional materials, brochures, press releases etc. prior to printing and/or posting on an agreed website for approval by Chartis and/or the Speaker.
6.2 The photographs supplied shall be returned to Chartis or deleted (at Chartis’s election) within 14 days of the Engagement.
7. Copyright and Intellectual Property Rights
7.1 The Client undertakes not to permit any person to make any sound recording or video recording of the Speaker’s participation in or performance of the Services unless authorised by Chartis in writing.
7.2 Copyright and other intellectual property rights in any of the materials used for or in connection with the Engagement shall be and remain vested in Chartis.
The contents of this Agreement are strictly private and confidential and may not be communicated to a third party without the written consent of Chartis.
9. DATA PROTECTION
The Client warrants that it will comply with the terms of the Data Protection Act 1998 (and any successor legislation) and will indemnify, and keep indemnified, Chartis in respect of any losses or liabilities to third parties arising as a result of a breach of such warranty.
10. ANTI-BRIBERY AND CORRUPTION
10.1 The Client shall comply with the Bribery Act 2010;
10.2 Without limitation to clause 10.2, neither party will make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such bribe or other improper payment to be made or received on its behalf, either in the United Kingdom or elsewhere, and each party will implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
10.3 In this clause 10, the expression ‘adequate procedures’ will be construed in accordance with the Bribery Act 2010 and documents published under it.
11. TAX EVASION FACILITATION PREVENTION
11.1 For the purposes of this clause 11:
(a) the expressions ‘Prevention Procedures’, ‘UK Tax Evasion Offence’ and ‘Foreign Tax Evasion Offence’ will be construed in accordance with Part 3 of the Criminal Finances Act 2017 (‘CFA 2017’) and guidance published under it;
(b) Corporate Failure to Prevent Offence means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion and any similar or equivalent laws in any other relevant jurisdiction;
11.2 The Client will ensure that s/he will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including Chartis, of a:
(a) Corporate Failure to Prevent Offence;
(b) UK Tax Evasion Offence; or
(c) Foreign Tax Evasion Offence
in connection with this Agreement.
11.3 The Client will not solicit or engage with or take steps to solicit or engage with any person associated with the Organisers to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with this Agreement.
11.4 The Client will pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by it in connection with this Agreement.
11.5 Without prejudice to paragraph 3.2, the Client shall comply with Chartis’s Prevention Procedures as notified to him/her from time to time.
11.6 The Client warrants and represents that it has not:
(a) been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;
(b) received any court orders, warrants or oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or
(c) received any report (including a report from your auditors or any other person) or discovered any evidence suggesting that it has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.
11.7 The Client must immediately notify Chartis as soon as s/he becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this clause 11.
Where an Engagement is cancelled by the Client without the prior written consent of Chartis, charges may be levied against the Client in accordance with the provisions set out below:
Cancellation made within 6 weeks of the Engagement 100% of the Fees due
Cancellation made within 9 weeks of the Engagement 75% of the Fees due
Cancellation made within 12 weeks of the Engagement 50% of the Fees due
13. Force Majeure
10.1 In the event that this Agreement cannot be performed or any of its obligations fulfilled for any reason beyond the reasonable control of either party including war, industrial action, floods, access, then such non-performance or failure to fulfil the obligation hereunder shall be deemed not to be a breach of the terms hereof.
10.2 In the event that the circumstances described in clause 13.1 continue for more than one calendar month either party may terminate this Agreement forthwith on serving written notice to the other party.
14. Governing Law and Jurisdiction
This Agreement shall be governed and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction over any disputes arising from its terms or construction (including non-contractual disputes).
This Agreement may be executed by electronic signature. Each of the parties waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.