ATTENDIST LTD – PROMOTIONAL TERMS AND CONDITIONS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Agreement: means the promotional agreement between the parties for the Services, incorporating these Terms.
Applicable Laws: means primary and secondary legislation, retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018), regulations, regulatory policies, guidelines or industry codes which apply from time-to-time.
Attendist: means Attendist Ltd a company incorporated and registered in England and Wales with company number 13768894 and whose registered office is at Bonded Warehouse, 18 Lower Byrom Street, Manchester, M3 4AP.
Basic Subscription Option: means the unpaid basic subscription option set out in the Schedule.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information of commercial value, in whatever form or medium, by the party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, and, for clarity, including (in the case of Attendist’s information), information pertaining to customers, pricing and marketing information relating to the Platform or any of its constituent parts, any test results relating to the use of the Services.
Confirmation Summary: shall have the meaning given to it in clause 2.3.
Customer: the party who purchased the Services in accordance with these Terms.
Customer Account: means the online account granted to and accessed by the Customer during the Term for the provision of the Services.
Customer Data: the data inputted by the Customer, or Attendist on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer Subscriptions: the customer subscriptions made available to, and purchased by the Customer pursuant to clause 10.1 in accordance with each Subscription Option which entitle the Customer to access and use the Services in accordance with this agreement.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; the Data Protection Act 2018 (and all regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party. The terms Data Controller, Data Processor, Data Subject, Personal Data and Processing bear the respective meanings given to them in the Data Protection Legislation.
Deliverables: means the deliverable content to be delivered by Attendist via the Platform, or such other applicable media determined at its absolute discretion from time to time, including online reports, data configuration, online content, emails and documents.
Documentation: means any documentation, reports, PDF documents, and online manuals made available to the Customer by Attendist online via the Platform which sets out a description of the Services and the user instructions for the Services.
Early Adopter User(s): means a qualifying Customer who purchases the Services during the Promotional Period in accordance with these Terms.
Effective Date: means the date the Agreement is formed between the parties in accordance with clause 2.3.
Fees: the fees payable by the Customer to Attendist for the Services, as set out in the Schedule.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, which are applicable to either the Customer or an Authorised User (but not Attendist) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.
Loss: means any actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements and Losses shall be construed accordingly.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Platform(s): means the platform via which the Software is made available, and/or any other website(s), application(s) or platform(s) used by Attendist for the delivery of the Services from time to time.
Promotional Fee: means the fee of £50 payable for the Promotional Term.
Promotional Period: means the promotional period for the provision of the Platform set out on the Website,
Promotional Term: means 12 months from the Effective Date.
Renewal Period: the period described in 14.1.
Services: the lead generation subscription services and associated Deliverables provided by Attendist to the Customer under this agreement and via the Platform, as set out in the relevant Subscription Option and the Documentation.
Signup Form: means the Customer’s online registration to receive access to the Services, which shall be made via the Website.
Software: the online software provided by Attendist as part of the Services, or such other software as notified by Attendist to the Customer from time to time.
Starter Subscription Option: means the starter subscription option set out in the Schedule.
Subscription Option: means each available subscription option available to the Customer, in accordance with the Schedule, and any other subscription options which may be available from Attendist from time to time.
Subscription Term: has the meaning given in clause 14.1 (being the Promotional Term together with any subsequent Renewal Periods).
Terms: means these terms and conditions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
Website: means www.attendist.com
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires:
1.5.1 words in the singular shall include the plural and in the plural shall include the singular; and
1.5.2 a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision:
1.6.1 is a reference to it as it is in force as at the date of this Agreement;
1.6.2 shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.7 A reference to writing or written includes email but not fax.
1.8 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
1.9 If there is an inconsistency between the terms of this Agreement and any applicable Schedules, the terms in the Schedules shall prevail.
2. BASIS OF AGREEMENT
2.1 These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Where the Customer wishes to purchase the Services in accordance with the Promotional Fee, it shall first be required to register its email address via the Signup Form during the Promotional Period. The Customer shall be solely responsible for verifying the contents of the information inputted within the Signup Form and ensuring that it is complete and accurate in all material respects.
2.3 Attendist shall, on receipt of the Signup Form, grant the Customer access to a Customer Account and notify the Customer in writing that access has been granted (Confirmation Summary), at which point a contract between Attendist and the Customer shall be deemed to come into existence (Effective Date) and the Customer will be considered to be an Early Adopter User for the purpose of this Agreement.
2.4 Where Attendist rejects the Customer’s Signup Form, or the Signup Form is not completed during the Promotional Period, the Customer will not be an Early Adopter User for the purpose of this Agreement and separate terms will apply.
3. CUSTOMER SUBSCRIPTIONS
3.1 Attendist hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right and licence, to permit the Customer to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations (as set out in these Terms).
3.2 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.2.2 facilitates illegal activity;
3.2.3 depicts sexually explicit images;
3.2.4 promotes unlawful violence;
3.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.2.6 is otherwise illegal or causes damage or injury to any person or property;
and Attendist reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.3 The Customer shall not:
3.3.1 except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
3.3.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or
3.3.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
3.3.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.3.3 use the Services and/or Documentation to provide services to third parties; or
3.3.4 subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
3.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
3.3.6 introduce or permit the introduction of, any Virus or Vulnerability into Attendist’s network and information systems.
3.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Attendist.
3.5 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. SUBSCRIPTION OPTIONS
4.1 The Customer shall be granted access to the Starter Subscription Option on the Effective Date, for the duration of the Promotional Term.
4.2 Following the expiry of the Promotional Term, the Customer shall be granted access to the:
4.2.1 Starter Subscription Option if selected by the Customer on the Platform during the Promotional Term; or
4.2.2 where no Subscription Option has been selected by the Customer on the Platform during the Promotional Term, the Basic Subscription Option only,
4.3 The Customer may amend its Subscription Option at any time during each Renewal Term by amending the selected Subscription Option on the Customer Account, and Attendist shall make available the Services set out in the Subscription available and notify the Customer in writing.
4.4 Where following the Promotional Term, the Customer amends its Subscription Option at any time to the Basic Subscription Option, the Customer shall only have access to the data, inputs or information made available via the Basic Subscription Option only. The Customer shall not have access to any paid features of the Platform or information previously accessed or made available prior to it selecting the Basic Subscription Option.
4.5 Any Subscription Fees shall be pro-rated from the date of activation of the Subscription Option for the then current Renewal Period (as applicable), and Attendist may adjust any payments due and payable in accordance with clause 10.2.1 on written notice to the Customer.
5. PROVISION OF THE SERVICES
5.1 Attendist shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the Terms of this agreement.
5.2 Attendist shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
5.2.1 planned maintenance carried out during the Normal Business Hours; and
5.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Attendist has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
5.3 Attendist will, as part of the Services, provide the Customer with Attendist’s standard customer support services during Normal Business Hours via its online email ticketing system.
5.4 From time to time Attendist may:
5.4.1 modify the Services by issuing updates;
5.4.2 make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Customer’s acceptance of further terms and conditions; and
5.4.3 shall give the Customer prompt written notice of material modifications to the Services and any such new features, functionality, applications or tools.
6. DATA PROTECTION
6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Attendist is the Processor.
6.3 Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Attendist and/or lawful collection of the Personal Data by Attendist on behalf of the Customer for the duration and purposes of the Agreement.
6.4 Any Personal Data provided to Attendist under the Agreement shall be processed in accordance with its Privacy Notice, which is available via the Website.
7. THIRD PARTY PROVIDERS
7.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Attendist makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.
7.2 Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Attendist. Attendist recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Attendist does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
8. ATTENDIST’S OBLIGATIONS
8.1 Attendist undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care.
8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Attendist’s instructions, or modification or alteration of the Services by any party other than Attendist or Attendist’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Attendist will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.
8.3 Attendist:
8.3.1 does not warrant that:
8.3.1.1 the Customer’s use of the Services will be uninterrupted or error-free; or
8.3.1.2 that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
8.3.1.3 the Platform or the Services will be free from Vulnerabilities or Viruses; or
8.3.1.4 the Platform, Documentation or Services will comply with any Heightened Cybersecurity Requirements; and
8.3.2 is not responsible for any delays, delivery failures, or any other Loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 This Agreement shall not prevent Attendist from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same or similar to those provided under this Agreement.
8.5 Attendist warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
8.6 The parties acknowledge and agree that:
8.6.1 Attendist is not responsible or liable for the deletion of or failure to store any of the Deliverables, the Customer Data, and other communications maintained or transmitted through use of the Services; and
8.6.2 the Customer is solely responsible for securing and backing up all Deliverables and Customer Data.
9. CUSTOMER’S OBLIGATIONS
9.1 The Customer shall:
9.1.1 provide Attendist with:
9.1.1.1 all necessary co-operation in relation to this agreement; and
9.1.1.2 all necessary access to such information as may be required by Attendist; in order to provide the Services, including but not limited to information related to a Customer’s Account, Customer Data, security access information and configuration services;
9.1.2 without affecting its other obligations under this agreement, comply with all Applicable Laws and regulations with respect to its activities under this agreement;
9.1.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Attendist may adjust any agreed timetable or delivery schedule as reasonably necessary;
9.1.4 use the Services and the Documentation in accordance with the terms and conditions of this agreement;
9.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Attendist, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; and
9.1.6 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Attendist’s data centres, and all problems, conditions, delays, delivery failures and all other Loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
9.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
10. CHARGES AND PAYMENT
10.1 The Customer shall pay the Fees to Attendist in accordance with this clause 10.
10.2 The Customer shall on the Effective Date provide to Attendist (or where applicable, a third party payment provider) valid, up-to-date and complete credit card details acceptable to Attendist and any other relevant valid, up-to-date and complete contact and billing details. The Customer agrees and authorises Attendist (or where applicable, a third party payment provider on behalf of Attendist) to:
10.2.1 automatically bill such credit card:
10.2.1.1 on the Effective Date the Promotional Fee in respect of the Services granted during the Promotional Term; and
10.2.1.2 subject to clause 14.1, for the Fees payable in respect of the next Renewal Period for the applicable Subscription Option:
10.2.1.2.1 in monthly instalments; or
10.2.1.2.2 where agreed between the parties in writing, in one lump sum annual payment payable in advance of the successive Renewal Periods,
and Attendist (or a third party payment provider on its behalf) shall on receipt of the each payment, invoice the Customer for the Fees paid in accordance with this clause 10.2.1.
10.3 The Customer acknowledges that, where payments are made via third party payment providers, additional third party terms and conditions may apply.
10.4 If Attendist has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Attendist:
10.4.1 Attendist may, without liability to the Customer, suspend the Customer’s account and access to all or part of the Services (including amending the Customer’s selected Subscription Option as applicable) and Attendist shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
10.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.5 All amounts and fees stated or referred to in this agreement:
10.5.1 shall be payable in pounds sterling;
10.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable;
10.5.3 are exclusive of value added tax, which shall be added to Attendist’s invoice(s) at the appropriate rate.
10.6 Attendist shall be entitled to increase the Fees after 12 months following the Effective Date (and successive 12 months as the case may be), upon 7 days’ prior notice to the Customer.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Customer acknowledges and agrees that Attendist owns all Intellectual Property Rights in the Services, Deliverables, Platform, and Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in any Intellectual Property Rights, or any other rights or licences in respect of the Services, Platform, Deliverables, or the Documentation.
11.2 Attendist confirms that it has all the rights in relation to the Services, Deliverables, Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
11.3 The Customer shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that Attendist may consider necessary or desirable to perfect the right, title and interest of Attendist in and to the Intellectual Property Rights in the Services, Platform, Deliverables or Documentation.
11.4 The Customer shall use reasonable endeavours to prevent any infringement of Attendist’s Intellectual Property Rights in the Services, Platform, Deliverables or Documentation and shall promptly report to Attendist any such infringement that comes to its attention. In particular, the Customer shall:
11.4.1 ensure that each Authorised User, before starting to use the Services, is made aware that the Services, Platform, Deliverables, or Documentation are proprietary to Attendist and that it may only be used and copied in accordance with this agreement;
11.4.2 implement suitable disciplinary procedures for employees who make unauthorised use or copies of the Services, Software, Deliverables or Documentation; and
11.4.3 not permit third parties to have access to the Services, Software or Documentation without the prior written consent of Attendist, who may require that such third party executes a written confidentiality agreement before being given access to the Services.
11.5 The Customer shall indemnify Attendist, keep Attendist indemnified, and hold it harmless against any Loss arising out of or in connection with its breach of this clause 11.
12. CONFIDENTIALITY
12.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s Confidential Information:
12.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13. LIMITATION OF LIABILITY AND INDEMNITY
13.1 Except as expressly and specifically provided in this agreement:
13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Attendist shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Attendist by the Customer in connection with the Services, or any actions taken by Attendist at the Customer’s direction;
13.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
13.1.3 the Services and the Documentation are provided to the Customer on an “as is” basis.
13.2 Nothing in this agreement excludes the liability of Attendist:
13.2.1 for death or personal injury caused by Attendist’s negligence;
13.2.2 for fraud or fraudulent misrepresentation; or
13.2.3 for any other matters in respect of which it is illegal to exclude or limit liability.
13.3 Subject to clause 13.1 and clause 13.2:
13.3.1 Attendist shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
13.3.2 Attendist’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid during the 12 months immediately preceding the date on which the claim arose.
13.4 In no event shall Attendist, its employees, agents and sub-contractors be liable to the Customer to the extent that any alleged infringement is based on:
13.4.1 a modification of the Services, Platform or Documentation by anyone other than Attendist; or
13.4.2 the Customer’s use of the Services, Platform or Documentation in a manner contrary to the instructions given to the Customer by Attendist; or
13.4.3 the Customer’s use of the Services, Platform or Documentation after notice of the alleged or actual infringement from Attendist or any appropriate authority.
13.5 In the defence or settlement of any claim, Attendist may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
13.6 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Attendist’s Intellectual Property Rights.
13.7 The Customer shall indemnify Attendist, keep Attendist indemnified and hold Attendist harmless against all Loss (including any direct, indirect, special or consequential Loss, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss and any and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Attendist arising out of or in connection with:
13.7.1 the Customer’s breach of this Agreement or any other legal obligations howsoever arising;
13.7.2 any wilful or negligent act or omission of the Customer, its officers, employees, contractors or agents; and
13.7.3 the Customer’s use of the Services, including any Deliverables.
14. TERM AND TERMINATION
14.1 The Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Promotional Term and, thereafter, this agreement shall be automatically renewed for successive periods of 30 days (each Renewal Period) unless:
14.1.1 either party notifies the other party of termination, in writing, no less than 30 days before any Renewal Period (as applicable of its requirement to terminate the Agreement, in which case this agreement shall terminate upon the expiry of the applicable Renewal Period); or
14.1.2 otherwise terminated in accordance with the provisions of this Agreement.
14.2 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:
14.2.1 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 30 days after being notified in writing to make such payment;
14.2.2 the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
14.2.3 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 or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986).
14.3 On termination of this agreement for any reason:
14.3.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
14.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
14.3.3 Attendist may destroy or otherwise dispose of any of the Customer Data in its possession unless Attendist receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Attendist shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Attendist in returning or disposing of Customer Data; and
14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. FORCE MAJEURE
Attendist shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Attendist or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16. CONFLICT
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
17. VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18. WAIVER
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19. RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20. SEVERANCE
20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. ENTIRE AGREEMENT
21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
21.2 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.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
22. ASSIGNMENT
22.1 The Customer shall not, without the prior written consent of Attendist, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
22.2 Attendist may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Customer.
23. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24. THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25. COUNTERPARTS
25.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
25.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the “wet ink” hard copy original of their counterpart.
25.3 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
26. NOTICES
26.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the addresses provided by the Customer in writing (in the case of the Customer) or to info@attendist.com in the case of Attendist.
26.2 Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
26.3 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.
27. GOVERNING LAW
This 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 interpreted in accordance with the law of England and Wales.
28. JURISDICTION
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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule – Subscription Options
Monthly Package
Attendist provides three monthly subscription plans and the pricing is as follows:
| Basic Package | No fee |
|---|---|
| Access to the Platform only* |
| Starter package | £15 per month |
|---|---|
| Per Event Analysis and LinkedIn insights |
| Pro package | £37 per month |
|---|---|
| Benefit from insight from consecutive events |
| Enterprise package | £495 per month |
|---|---|
| Advanced CRM integration and customisation |
| Consultancy and build | £3600 + VAT per Customer |
|---|---|
| Integrate SAP or Salesforce, plus customisation |
*with no paid or premium features
