TNW in-person Side Events - Terms and Conditions

TNW in-person Side Events - Terms and Conditions

These terms and conditions set out the rules for side events during the week of TNW Conference, dated 20-21 June 2024 and organised by TNW Events B.V. and its affiliates.

1. Definitions and Interpretation

1.1 These Terms and Conditions together with the TNW in-person Side Events - Agreement form the agreement between the parties (the “Agreement”).

1.2 In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this clause 1.2:

(a) “Event Materials” means any material, whether printed or online, relating to the Event, including Event literature, delegate lists, speaker lists, marketing materials, speaker papers, Recordings, Event websites or microsites or otherwise;

(b) “Event” means the side event organised during the TNW Conference dated 20 and 21 June 2024;

(b) “IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof;

(d) “Recordings” means any audio, visual, audio-visual or electronic recordings of the Event or any photographs of the Event, made by or on behalf of TNW;

(e) “Partner Marks” means the trademarks of Partner;

(f) “Term” has the meaning given to it in clause 8.1;

(g) “Term Sheet” means a term sheet executed by TNW and Partner which incorporates these Terms and Condition; and

(h) “TNW Marks” means the trade marks, brands and logos of TNW, including “TNW”, “The Next Web”, the Event Name and the principal Event Branding.

1.3 Unless the context otherwise requires the words “include” and “including” will be construed as without limitation; and any reference to any legislative provision will be deemed to include any subsequent re-enactment or amending provision.

2. Rights and Obligations

2.1 TNW will deliver the Event in accordance with the Event Details and deliver the Partner Benefits in a professional manner and using reasonable care and skill. If TNW is unable to deliver any of the Partner Benefits or the Venue precisely as set out in the Term Sheet, then TNW may substitute alternative rights or an alternative venue of a substantially similar nature and to a materially equivalent value without penalty. TNW will use all reasonable endeavours to consult in good faith with Partner when exercising these rights.

2.2 In the event that any of the Event Details set out in the Term Sheet are to be confirmed after signature of this Agreement (for example, where only the city of the venue or only the month of the date of event is stated), then the further details will be decided by TNW, in its reasonable professional opinion.

2.3 Partner agrees that, save as set out in the Term Sheet: (i) TNW may seek third party partnership for the Event without restriction; and (ii) the Partner Benefits detailed on the Term Sheet are non-exclusive.

2.4 Partner will:

(a) fulfil the Partner obligations specified in the Term Sheet;

(b) promptly provide any assistance or feedback that TNW may reasonably request;

(d) not distribute, make available or use any press releases or promotional or marketing materials relating to the Event without TNW’s prior written approval and will be aware that TNW has full ownership rights to such materials;

(e) refer to TNW all requests that it receives regarding the Event;

(f) not sell, or attempt to sell, branding rights or delegate places for the Event;

(g) not do or permit to be done anything which may reasonably be interpreted by TNW in any way as being prejudicial or detrimental to the Venue, the Event or TNW;

(h) not represent that TNW endorses Partner or Partner’s products and services, nor hold itself out as representing TNW; and

(i) not seek to associate itself with TNW or the Event other than as strictly permitted by the Partner Benefits.

2.5 If Partner undergoes a change of name or brand prior to the Event then:

(a) Partner will notify TNW as soon as reasonably practicable;

(b) TNW will use reasonable endeavours to take account of the change of name or brand; and

(c) TNW will not be required to make any changes to take account of the change of name or brand, unless the Partner has agreed in writing to pay TNW’s reasonable costs in making those changes; but

(d) TNW reserves the right to terminate this Agreement if TNW reasonably believes that the change of name or brand will be disruptive or detrimental to the Event (including if the new name or brand is confusingly similar to any TNW Mark or any other Partner’s name or brand, or if TNW reasonably believes that the new name or brand infringes any third party rights or may be damaging to the reputation of TNW, the Event or any other partner).

3. Intellectual Property

3.1 Subject to clause 3.2, TNW will retain all IPRs which may arise in the course of organising and hosting the Event, including all IPRs in the Event Name, the Event Materials. Partner assigns to TNW all such IPRs, which may arise either now or in the future that may accrue to it as a result of its involvement in the Event.

3.2 Partner will retain all IPRs in the Partner Marks and any pre-existing Partner materials. Partner grants to TNW for the Term a worldwide, royalty-free non-exclusive licence to use the Partner Marks for the purpose of allowing TNW to carry out its obligations under this Agreement.

3.3 Each party (the “licensee”) acknowledges and agrees that: (i) all goodwill accrued from use of the Marks of the other party (the “licensor”) under this Agreement inures to the benefit of the licensor and the licensor may at any time call for a confirmatory assignment of that goodwill and the licensee will immediately execute it; (ii) the marks of the licensor will remain the exclusive property of the licensor; (iii) nothing in this Agreement will confer upon the licensee any right of ownership in the marks of the licensor; and (iv) the licensee will not authorise any third parties to use the marks of the licensor.

4. Use of Recordings

4.1 The following provisions of this clause 4 apply only if TNW agrees to supply Partner with copies of any Recordings (as indicated on the Term Sheet or otherwise agreed by TNW in writing).

4.2 Subject to the terms of this Agreement, TNW grants to Partner a non-exclusive and non-transferable licence (without the right to sublicense) to allow Partner to use the Recordings only:

(a) for internal business purposes;

(b) for internal research and current awareness purposes;

(d) within a larger piece of Partner’s original work that is sent electronically to individuals outside Partner’s organisation (such as a written report, written advice or a presentation including a scheduled newsletter); and/or

(e) as otherwise expressly agreed by TNW in the Term Sheet or otherwise in writing.

4.3 Partner will not:

(a) except as expressly permitted in this Agreement, copy, edit, modify, translate, sell, license, grant any rights in or otherwise make available the Recordings;

(b) use the Recordings in any manner prejudicial to the reputation or interests of TNW or any person appearing in the Recordings; or

4.4 Partner will cease all use of the Recordings in accordance with TNW’s reasonable instructions within two (2) working days of TNW’s written request to do so. FTNW will not be liable for any actions, losses, damages, expenses or other liabilities that may arise out of Partner's failure to comply with any request by TNW under this clause 5.

5. Warranties and Indemnities

5.1 Each party warrants and represents to the other party that it is entitled to and has the necessary authority to enter into this Agreement and to perform the obligations imposed on it under this Agreement.

5.2 Each party warrants and represents to the other party that it is authorised to grant the other party the right to use its Marks and any other materials it may provide to the other under this Agreement.

5.3 Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, representation or undertaking, express or implied, statutory or otherwise, is given or assumed by either party and all such warranties, conditions, representations and undertakings are excluded. Without limiting the foregoing, TNW makes no warranty or representation to Partner regarding the number, seniority or identity of the speakers and/or delegates at the Event or the return on investment that Partner will obtain by acquiring the Partner Benefits.

5.4 Each party will indemnify and keep indemnified the other party from and against all claims, damage, losses, costs (including reasonable legal costs), expenses, demands or liabilities arising out of any third party claim that the use by the indemnified party of any of the indemnifying party’s marks in accordance with this Agreement infringes any IPRs or other proprietary rights of such third party.

5.5 If TNW or Partner (as the case may be) seeks indemnification under this Agreement (the “Indemnified Party”), the Indemnified Party will: (i) notify the other party (the “Indemnifying Party”) concerning the existence of the event giving rise to a claim under an indemnity; (ii) grant authority to the Indemnifying Party to defend or settle any third party action or claim; and, (iii) provide, at the Indemnifying Party’s reasonable expense, such information, cooperation and assistance to the Indemnifying Party as may be reasonably necessary for the Indemnifying Party to defend or settle the third party claim or action.

6. Data Protection and Confidentiality

6.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy and the Dutch Telecommunications Act (“Data Protection Laws”).

6.2 Each of the parties undertakes to keep confidential all information (written or oral) concerning the business and affairs of the other that it will have obtained or received as a result of the discussion leading up to the entering into, or during the performance of, this Agreement (“Confidential Information”) save that which is (a) trivial or obvious; (b) already in its possession other than as a result of a breach of this clause; (c) in the public domain other than as a result of a breach of this clause; (d) required by a government body, a court of competent jurisdiction, or otherwise by law to be disclosed; or (e) for TNW’s benefit only, is acquired by members of TNW’s’ newsgathering or news dissemination operations by persons who are not provided with access to the Confidential Information pursuant to the terms of this Agreement.

6.3 Partner acts as data controller in respect of attendee’s data, consisting of name, email address, company name and title and other information provided by the attendee through the lead scanning functionality during (“TNW Conference app”) the Event. Partner warrants and guarantees that it will obtain attendee’s informed consent to use their personal information made available to Partner through the TNW Conference app in accordance with the GDPR. If informed consent is not obtained, the Partner is not allowed to send marketing emails to attendees.

6.4 Partner shall indemnify TNW against all claims and losses costs, fines, liability and expenses (Claims) incurred by TNW to the extent that such Claims arise wholly or in part from Partner’s non-compliance with this clause 6 and/or any breach of applicable Data Protection Laws and/or if it has acted outside or contrary to lawful instructions of Partner.
6.5 Each of the parties undertakes to the other to take all such steps as will from time to time be necessary to ensure compliance with the provisions of this clause 6 by its employees, agents and sub-contractors.

7. Event Cancellation or Postponements

7.1 Partner acknowledges that TNW may elect to postpone an Event by issuing a postponement notice (a) at any time up to 30 days prior to the Event date if, in TNW’s view, the Event will be more successful if it is postponed. If TNW postpones an Event under this clause 7, the replacement date of the Event will be in TNW’s discretion, acting reasonably and (to the extent reasonably practicable) in consultation with Partner.

7.2 If the Event is postponed by TNW under clause 7.1, Partner may (i) terminate this Agreement by giving notice to TNW within 30 days of receipt of the postponement notice, in which case TNW shall credit Partner with an amount equal to 100% of the Event Fees under the Agreement against Partner's future spend with TNW in media, events or other services and products provided by TNW. The spend should be executed before the end of the calendar year (2024), after that date such the credits will expire; or (ii) take no action, in which case its rights and obligations under the Agreement shall roll over to the postponed Event at no additional cost, and this Agreement shall continue to apply subject to the change in the Event date and any other Event details which shall be notified to Partner by TNW in writing.

7.3 Except as expressly stated in this clause and in accordance with clauses 8.2 and 9, Partner has no right to terminate the Agreement.

8. Term and Termination

8.1 The term of this Agreement shall commence on the date that Partner receives the confirmation email from TNW and unless otherwise terminated earlier in accordance with its terms, will conclude with the completion of the final Event(s), or any post Event administration, whichever is later, when this Agreement will automatically terminate (the “Term”).

8.2 Each party may terminate this Agreement immediately by notice in writing to the other party if:

(a) the other party commits any material breach of its obligations under this Agreement and fails to remedy such breach (if capable of remedy) within fourteen (14) days after being given notice by the first party to do so; or

(b) the other party makes an arrangement with or assignment in favour of its creditors or goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or has a receiver or administrator appointed over its property or assets or any part thereof or any event analogous to any of the foregoing occurs in relation to the other party in any jurisdiction.

8.3 TNW will be entitled to terminate this Agreement immediately by notice in writing to Partner if:

(a) Partner fails to pay any amount due under this Agreement on the due date for payment and remains in default seven (7) days after being notified by TNW in writing to make such payment;

(b) there is a change in the control (meaning the majority shareholding or the capacity to control day to day management) of Partner;

(d) Partner (or any of its shareholders or directors) becomes subject to any Sanction, or continuation of this Agreement would (in the reasonable opinion of TNW) expose TNW or any of its affiliated companies to any Sanction, where “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, the Netherlands, United Kingdom or United States of America.

8.4 TNW may also elect to suspend the operation of the Agreement by notice in writing to Partner in any of the circumstances in which it is entitled to require Partner to remedy a material breach or to terminate the Agreement pursuant to clause 8.2 or 8.3 (such notice to specify the grounds for suspension), without any liability for such suspension. During the period of the suspension the Parties will discuss in good faith how to rectify the breach or dispute that led TNW to suspend the operation of the Agreement. If such breach or dispute is rectified then TNW will confirm this in writing to Partner. If TNW fails to provide such confirmation within three (3) months of issuing the suspension notice, then this Agreement will be deemed to have been terminated by TNW pursuant to the corresponding provision of clause 8.2 or 8.3 as applicable.

8.5 The expiry or termination of this Agreement will be without prejudice to any rights which have accrued to either of the parties under it, including TNW’s right to receive payment of all Partnership Fees, which will become due and payable on termination. Upon termination, all of the Partner Benefits will immediately terminate and automatically revert to TNW and each party will promptly return to the other or destroy any property of the other in its possession or control.

9. Force Majeure

9.1 Neither party will be in breach of this Agreement or liable for failure to perform or delay in performing any obligation under this Agreement (including the obligation on TNW to host the Event) if the failure or delay arises from or is attributable to: (a) any circumstances beyond its reasonable control (other than lack of funds on the part of Partner), including, abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, failure or shortage of power supplies, failure of the Internet or telecommunications, war, military operations, riot, crowd disorder, strike, airport closure or disruption, lock-outs, other industrial action, terrorist action or civil commotion (“Force Majeure Event”); or (b) a reasonable expectation in light of extraneous circumstances that it will not be able to safely perform its obligations under this Agreement due to a Force Majeure Event. If the Force Majeure Event continues for at least three (3) days, either party will be entitled to terminate this Agreement by notice in writing to the other.

9.2 If TNW determines that the Event cannot go ahead due to a Force Majeure Event (or risk of a Force Majeure Event) and TNW is not reasonably able to postpone the Event in accordance with clause 8.1, TNW may cancel the Event and terminate this Agreement. In that event, TNW shall give notice of cancellation and termination to Partner and (i) shall credit Partner with an amount equal to 100% of the Event Fees under this Agreement against Partner's future spend with TNW in media, events or other services and products provided by TNW. The spend should be executed before the end of the calendar year (2024), after that date such credits will expire. TNW will contact Partner within two (2) weeks after the Event date to discuss how the credit can be spent; or (ii) the rights and obligations under the Agreement shall roll over to the next edition of the Event at no additional cost, and this Agreement shall continue to apply subject to the change in the Event date and any other Event details which shall be notified to Partner by TNW in writing.

10. Limitation of Liability

10.1 Neither party will be liable to the other for any indirect, special, incidental or consequential loss, damage, costs, expenses or other claims whatsoever.

10.2 Without prejudice to Partner’s payment obligations under this Agreement, the total liability of either party whether in contract, tort or otherwise in respect of any breach of its obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited to an amount of EUR 25.000,-.

10.3 Nothing in this Agreement will limit or exclude either party’s liability: (a) in relation to any indemnity under this Agreement; (b) for death or personal injury caused by that party’s negligence; (c) for fraud or for fraudulent misrepresentation; (d) for breach of the data protection or confidentiality obligations; or (e) for any other matters for which it would be unlawful to exclude or limit liability.

11. Anti-bribery

11.1 Partner will at all times comply with all applicable laws related to anti-bribery and corruption.

11.2 Partner will not offer, pay, or authorise any financial or other advantage to be given:

(a) to any official or employee of any government or political party, political candidates or employees of Government enterprises (“Official”); or

(b) to any person who deals with TNW in connection with its business,

for the purpose of obtaining an improper business advantage for TNW; influencing such Official to take, or not take, any action or decision; or inducing such Official to use his influence to affect any act or decision of the government.

11.3 Partner will report any breach or potential breach of clauses 11.1 or 11.2 in writing to TNW as soon as it becomes aware of them.

12. General

12.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the parties or constitute or be deemed to constitute one party as agent of the other for any purpose whatever and neither party will have authority or power to bind the other or to contract in the name of and create a liability against the other or to represent the other in any matter whatsoever.

12.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

12.3 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this sub-clause will limit or exclude any liability for fraud.

12.4 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

12.5 If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement will not be affected. If a provision of this Agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

12.6 A person who is not a party to this Agreement will not have any rights under or in connection with it.

12.7 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.

12.8 This Agreement may be signed in counterparts, each of which once signed will be deemed to be an original of this Agreement. Signed copies of this Agreement sent as a PDF by email will be deemed to be originals of this Agreement.

12.9 Partner may not assign at law or in equity its rights under this Agreement or sub-contract any of its duties or obligations under this Agreement without the prior written consent of TNW.

12.10 Any notice required to be given under this Agreement will be made in writing and will be delivered by hand, recorded delivery or courier to the other party and will be deemed to have been received, if delivered by hand, at the time and date of delivery; and if sent by recorded delivery or courier, upon the date of receipt (as evidenced by signature). Any such notice given by TNW will be sent to the address of Partner shown on the Term Sheet. Any such notice given by Partner will be sent to: Singel 542, 1076 ER, Amsterdam, The Netherlands.

12.11 The provisions of this Agreement that by their nature and content, must survive the completion, rescission or expiration of this Agreement, will so survive. Without limiting the generality of the foregoing, the parties specifically agree that the following provisions will survive: clause 4 (Use of Recordings), clause 5 (Warranties and Indemnities), clause 6 (Data Protection and Confidentiality), clause 10 (Limitation of Liability) and clause 13 (Disputes and Governing Law).

13. Disputes and Governing Law

This Agreement will be governed by and construed in accordance with Dutch Law and the parties submit to the exclusive jurisdiction of the Dutch courts except that, for the exclusive benefit of TNW, TNW retains the right to bring proceedings against Partner in the applicable courts of Partner’s place of business.

Date: 13-05-2024