Enterprise Opinions Limited, trading as “The ITAM
Review”, standard terms and conditions.
The ITAM Review
Standard Terms and Conditions
1.
Introduction
This Agreement is made up of these Standard Terms,
together with any other documents explicitly agreed to be a part of it.
Any other terms not set out in this Agreement are excluded unless their
inclusion is expressly agreed in writing.
In these terms:
the “Services” means the services that you
have ordered from us and we have agreed to provide; and “
we” and “us”
mean the ITAM Review the trading name of Enterprise Opinions Limited, a
company registered in England and Wales under number 6059246 and whose registered
office is at Unit 5, Workshed Carriage Works,
London Street, Swindon, SN1 5DG, United Kingdom;
2.
Supply of Services
We will provide you with the Services during the
term of this Agreement. In providing the Services, we shall at all times:
- use
appropriately qualified and experienced personnel to supply the Services
in a timely, efficient and professional manner to the standard of
competency reasonably to be expected;
- supply
the Services with reasonable care and skill;
- provide
the Services in accordance with all applicable laws; and
- obtain,
maintain and comply with all necessary permissions and consents.
3.
Your
Responsibilities
In order to facilitate the provision of the
Services by us, you shall (in addition to all other responsibilities and obligations
on your part identified elsewhere in this Agreement) be responsible for the
following:
- provide
us with access to appropriate members of your staff, as such access is
reasonably requested by us, in order for us to discharge our obligations
under this Agreement;
- respond
to and provide such documentation, data and other information as we
reasonably request in order for us to perform our obligations under this
Agreement; and
- to
the extent that the following are not expressly provided for elsewhere in this
Agreement, use your reasonable endeavours, respond to requests for
information in a prompt and timely manner, where such requests are
reasonably made by us to enable us to comply with our obligations under
this Agreement;
4.
Change Control
If at any time you wish to alter all or any part of
the Services that are provided by us, then you shall provide us with a written
change request with particulars of such changes and with such further
information as we may reasonably require.
We shall then submit to you as soon as reasonably
practicable a written quotation for such changes specifying what changes (if
any) will result in respect of its charges and the timetable for delivery of
the Services.
Upon receipt of such quotation you may choose
either:
- to
accept such quotation in which case this Agreement shall be amended in
accordance with it; or
- to
withdraw the proposed changes in which case this Agreement shall continue
unchanged.
5.
Training
o
Termination of Training by you
You may terminate any training by written notice to
us until 48 hours before the time fixed for the start of the training. We may,
in our sole discretion, charge (1) cancellation fees and (2) costs incurred by
us in preparation for such training. Any termination less than 48 hours before
the time fixed for the start of the training will lead to us charging you the
full course fees.
- Delay
in the Training
If due to force majeure, or other reasons beyond
our reasonable control, the training cannot be carried out on the date agreed
(or can only be carried out at an uncommercial effort or expense) then we will
postpone the training. This will include the illness of the trainer. If the
training is no longer of interest to you because of the delay, then you may cancel
the contract for training. We will also refund any fees already paid. Any other
claims shall be excluded. We specifically exclude any liability for your
travel, accommodation or other expenses if we have to postpone any training. We
will however, take all reasonable steps to give you as much notice as possible
before any cancellation or postponement.
- Copyright
in training materials
The copyright and all other intellectual property
rights in all course or training materials belong to us. They may not be copies
without our prior approval. You shall, however, continue to own all data that
you provided to us in connection with our training.
6.
Events &
Training Courses
o
When registering for a place at one of our events or scheduled training
courses, you must give us accurate and complete information (including whether
you are representing yourself or your organisation or are acting as an agent
for anyone else). It is your responsibility to keep us informed of any changes
to such information.
o
You must comply with all rules relating to the location of the event. If
you fail to abide by such rules, or cause nuisance or annoyance in some other
way, we reserve the right to ask you to leave the event.
o
The venue, timings, speakers and programme of any event are subject to
reasonable changes.
o
The unauthorised use of photographic and recording equipment is
prohibited at our events without our specific permission.
Cancellations and Refunds (Event Delegates)
- If
you cannot attend an event for which you have registered, please contact
the designated person outlined in the event confirmation in writing as
soon as possible (and in any event no later than 7 days before the event).
Substitutions are welcome at any time event (provided we have received the
details of such substitute). Alternatively, we may at our absolute
discretion allow you to attend the next available
- If
you wish to cancel your attendance at an event, you must notify us in
writing and a cancellation fee will be applicable.
LISA Online Training
- Access to LISA
training content begins when you, or the party purchasing on your behalf, has
paid ITAM Review - unless otherwise agreed with ITAM Review.
- Failure to renew
your subscription with 30 days will result in loss of access to LISA training
content.
- LISA licenses will be automatically renewed on an annual basis. ITAM Review requires written notice of cancellation at least 30 days prior to the renewal date.
- Each subscription
is specific to an individual user - sharing user accounts is prohibited.
- Training content is
provided "as is" for information purposes only and is believed to be
correct at the time of recording. While we aim to keep all training content updated
and correct, ITAM Review and/or the training provider accept no responsibility
for issues caused by training content that is incorrect, out of date or for any
other reason.
- Refunds for unused
subscriptions are possible within 30 days of purchase. Where it is clear that
training content has been consumed, this may result in no refund, or a partial
refund, being given.
Access to Online Events
- When
you register for an online event, or an event which otherwise grants you
access to content made available online, you will be given one or more
user names and passwords, as appropriate for your registration to the
relevant event.
- Except
to the extent a user name and password is intended for more than one user
as agreed by us in writing, the following are not permitted;
- sharing
your username and password with any other person; and
- access
through your user name and password being made available to multiple
users on a network.
- sharing
your username and password with any other person; and
- Registrations
for of our online events, including but not limited to webinars, online
summits and virtual conferences, will be subject to our privacy policy
which can be found
here
Cancellations (Event Sponsors)
The venue, timings, speakers and programme of any
event are subject to reasonable changes.
In the event of cancellation of an event by ITAM
Review, we will endeavour to inform all sponsors at least 30 days before the
event is due to take place. ITAM Review shall endeavour to hold the event on an
alternative date and transfer any sponsorship to the new date, if possible. If
this is not possible, ITAM Review will provide a credit for 100% of the
sponsorship cost which can be applied to an alternative event or service, to be
agreed by the sponsor and ITAM Review. In the instance of an event
cancellation, ITAM Review do not accept liability for any consequential loss
and shall have no liability to reimburse any other costs that may have been
incurred, including transport costs, accommodation etc.
In the event of cancellation or withdrawal of
sponsorship by an event sponsor, ITAM Review requires a minimum of 60 days’
notice prior to the confirmed event date. ITAM Review will then transfer the
sponsorship to an alternative event or service of equal value, to be agreed by
the sponsor and ITAM Review.
7.
Product Reviews
Where we provide product reviews our aim is to
provide a balanced view of a particular product (or service). So far as we are
concerned our comments are honest, straightforward expressions of opinion. We
are not pursuing any personal agenda. If you feel that any review is not
accurate, we invite you to contact us and tell us your reasons.
8.
Payment
All sums payable under the Agreement are exclusive
of VAT, which shall be added, if appropriate, at the rate prevailing at the
relevant tax point. Our terms of payment for all charges are 30 days after the
date of the relevant invoice. In the event of late payment we reserve the
right to charge interest on the outstanding balance at the statutory rate. We
reserve the right to suspend the provision of the Services or any part of it if
our charges or other payments due to us under this Agreement are overdue for
payment by you.
9.
The Term of this
Agreement and the ending of it
This Agreement shall continue for the term agreed
between you and us and thereafter until terminated by either party in
accordance with the provisions of this Agreement. In addition to the foregoing,
either party shall be entitled to end this Agreement immediately by written
notice to the other party if:
- that
other party commits any material breach of this Agreement which is
incapable of remedy or in the case of a breach capable of remedy, fails to
remedy it within 30 days after receipt of a written notice giving full
particulars of the breach and requiring it to be remedied; or
- the
other party is involved in legal proceedings concerning its solvency, or
ceases or threatens to cease trading, or enters into liquidation, whether
compulsory or voluntary, (other than for the purposes of a solvent
amalgamation or reconstruction), or makes any arrangement with its
creditors or petitions for an administration order or has a receiver or
administrative receiver or manager appointed over all or any part of its
assets or generally becomes unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986 or any analogous event occurs in
any jurisdiction.
10.
Force Majeure
Neither party shall be liable for failure to
perform its obligations under this Agreement where such failure results from
circumstances beyond the party’s reasonable control.
11.
Limitation of Liability
o
Nothing in this Agreement shall be construed as restricting or excluding
either party’s liability for death or personal injury resulting from its
negligence;
o
In no event shall either party be liable to the other for any special
loss or any indirect or consequential loss of any nature (including, without
limitation, any economic loss or other loss of business, revenue, profit,
goodwill or anticipated savings), whether arising in contract, tort,
negligence, breach of statutory duty or otherwise. This shall still be the case
whether or not the possibility of such loss arising on a particular breach of
contract or duty has been brought to the attention of such party at the time of
making this Agreement;
o
Subject to the other provisions of this Agreement, the liability of each
party under this Agreement shall not exceed 100% of the charges payable in
respect of the particular services, training or event.
12.
Announcements
Neither party shall make any public statement about
this Agreement or its subject matter without the prior approval of the other,
such approval not to be unreasonably withheld.
13.
Entire Agreement
This Agreement constitutes the entire agreement
between the parties and supersedes and replaces any previous agreement,
understanding, undertaking, representation, warranty and arrangement of any
nature whatsoever between the parties relating to the subject matter of this
Agreement.
14.
Confidentiality
Each party shall keep secret and treat as
confidential all information obtained from the other which is either stated to
be confidential or could reasonably be regarded as confidential and shall not
disclose such information to any person other than its employees where such
disclosure is required for the performance of the party’s obligations under
this Agreement. This clause shall not extend to information which was
already in the lawful possession of a party prior to this Agreement or which is
already public knowledge or becomes so subsequently (other than as a result of
a breach of this clause) or which is trivial or obvious. The obligations
of confidentiality under this clause shall survive any termination of this
Agreement.
15.
Notices
Any notice under this Agreement may be delivered
personally or sent by email or by prepaid recorded delivery to the address set
out above (or such other address in the United Kingdom as is otherwise notified
from time to time). Any such notice or other written communication shall
be deemed to have been served:
- if
delivered personally, at the time of delivery;
- if
posted, at the expiry of two working days after it was posted; and
- if
sent by email, the next working day after it was sent.
- In
proving such service it shall be sufficient to prove that personal
delivery was made, or that such notice or other written communication was
properly addressed (including by email), and if sent by post properly
stamped and posted.
16.
Third Party Rights
A person who is not party to this Agreement shall
have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of this Agreement.
17.
Warranties
All other warranties, conditions and other terms
implied by statute or common law are excluded from the Agreement to the fullest
extent permitted by law.
18.
No Partnership
Nothing in this Agreement shall constitute a
partnership between the parties.
19.
No Assignment
This Agreement is personal to the parties neither
of whom may assign any of their rights or obligations under this Agreement
without the prior written consent of the other party.
20.
Disputes
If any dispute arises out of this Agreement the
parties will refer it to mediation in accordance with the Centre for Dispute
Resolution (CEDR) Model Mediation Procedure. If the parties fail to agree
terms of settlement within 42 days of the start of the first meeting held under
such procedure, the dispute may be referred to litigation by either party.
21.
Law and Jurisdiction
This Agreement shall be governed by English law and
the parties submit to the exclusive jurisdiction of the English courts.