Istari

Programme and Events Terms and Conditions

1. ISTARI TERMS

1.1 What these terms cover.

These are the terms and conditions on which we agree to supply products (including content such as blogs, articles, reports, publications and other similar materials or literature) and/or services to you. To the extent that you join any programmes or attend any events arranged by us, whether remotely or in person, these terms and conditions will also apply, together with any additional terms we may notify you in writing of.

1.2 Why you should read them.

Please read these terms carefully before you place an order or confirm your place on a programme or attend an event arranged by us. These terms tell you who we are, how we may provide products and services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.  

1.3 Business Customer Acknowledgement.

You acknowledge that when placing an order for our products and/or services you are acting wholly or mainly for purposes within your trade, business, craft or profession and confirm that you are authorised to agree to these terms and conditions on behalf of your business and that you will represent the business and conduct yourself in an appropriate and business-like manner at all times when participating in programmes or attending events arranged by us. Accordingly references to “customer” or “you” in these terms and conditions means the business you represent or are employed by. Any protections afforded to individuals acting as consumers do not apply. If you believe that you are not a business customer then please contact us if you have any questions.

1.4 Entire Agreement.

These terms (and any additional terms which we may include in a quote or invoice or which we otherwise agree with you separately in writing) constitute the entire agreement between us in relation to our products and/or services we supply to you. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

1.5 Conflicts

Unless we expressly agree otherwise in writing, you agree that our terms and conditions will take precedence in the event of any conflict or inconsistency with any general terms and conditions that your business requires to be incorporated by reference and that if those terms and conditions require deviations to be explicitly identified in order to take such effect then this paragraph will apply and satisfy that requirement.

 

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are.

We are Istari International (UK) Limited a company registered in England and Wales. Our company registration number is 12677982 and our registered office is at 8th Floor, 20 Farringdon Street, London EC4A 4AB. Our registered VAT number is 345635195. We may use affiliates or sub-contractors from time to time to provide all or part of our products and/or services to you but we will remain responsible to you for their and our performance.

2.2 How to contact us.

You can contact us by email at [email protected] or write to us at 8 Cavendish Square, Marylebone, London W1G 0PD if you have any questions or complaints about our services, products, programmes or events.

2.3 How we may contact you.

If we have to contact you we will do so either by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 "Writing" includes emails.

When we use the words "writing" or "written" in these terms, this includes emails.

 

3. OUR CONTRACT WITH YOU

3.1 How we will accept your order.

We will email you to confirm acceptance of your order or that we have reserved a place for you on a programme or at an event arranged by us at which point a legally binding contract based upon these terms and conditions will come into existence between you and us.

3.2 Additional Information:

From time to time we (or any person or company that may be acting on our behalf for the purpose of providing products and/or services to you) may require you to provide additional information and/or complete a declaration form before our products and/or services can be provided to you. You acknowledge that if you do not do this by the required date you will not be able to join a programme or attend an event arranged by us and we may either end this contract or supply our products and/or services to you at a later date.

3.3 If we cannot accept your order.

If we are unable to accept your order, we will inform you of this and will not charge you. Reasons for not being able to accept your order may include but will not be limited to:               

3.4 Your responsibilities.

If you will be participating in any programme or event that involves travel abroad then you must ensure you are properly insured (including arranging suitable Personal Accident and Travel insurance cover) and that you have all necessary up to date travel documentation, including but not limited to visas and other entry permits, and that you comply with all health formalities and any applicable laws in the jurisdiction where the programme or event is being held. Unless we expressly agree otherwise, you will be responsible for arranging and paying for all means of travel to and from an event (including transfers) and any accommodation and subsistence required. If you have any special access requirements you must let us know when you place your order so that we can make appropriate arrangements.

3.5 Compliance and gifts.

Prior to placing an order you must check that the receipt of our products and/or services or your participation in any programme or attendance at an event arranged by us complies with your business’ internal rules or guidelines relating to compliance, travel and entertainment, and any applicable anti-bribery laws or regulations which may apply, and seek all necessary approvals. During your participation in any programme or attendance at an event we may offer or give you a gift, however such gift is not intended to be an inducement or a reward for doing or refraining to do something, nor for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other Terms and Conditions between the Parties, or to show favour to you or your business and likewise you agree not to offer or give us any gift on such basis. Either party may reject any offer or gift provided by the other for any reason and is entitled to terminate these terms and conditions if it believes the other has committed an offence of any applicable anti-bribery or anti-corruption laws (including, the Bribery Act 2010, as amended).

 

4. YOUR RIGHTS TO MAKE CHANGES TO AN ORDER

If you wish to make a change to your order please contact us as soon as possible. If we are able to accommodate the change we will let you know whether any changes to the price, the timing of supply or anything else may be necessary as a result and will agree any material changes with you first before updating your order.

 

5. OUR RIGHTS TO MAKE CHANGES OR CANCEL ORDERS AND EVENTS

5.1 Required changes by us.

We reserve the right at all times to vary or change any services or products which we agree to supply to you, and in the case of any programmes or events arranged by us, this includes the right to change the timings for the start, finish and duration of the same and the advertised format or content, without prior notice or liability to you for the following reasons:

5.2 Significant changes.

If, after the date that we have accepted your order, we intend to make significant changes to these terms and conditions or to any products, services, programmes or events arranged by us (including but not limited to scheduled dates of the programmes or events or any charges payable by you), we will notify you. Where such changes causes you to suffer material detriment or adversely impact you, then provided the reason for making the changes is not due to an event outside of our control (see clause 5.3 below) and that you have notified us in writing before the date we’ve informed you that the changes take effect, you may end this contract and, where applicable, we will refund to you any charges you have paid to us.

5.3 Delays outside of our control.

If our supply of any products and/or to you is delayed by an event outside our control then we will contact you as soon as possible to let you know and take reasonable steps to minimise the effect of the delay. Provided that we do this we will not be liable to you for delays caused by events outside of our control which include but are not limited to: adverse weather conditions; civil commotion or riots; acts of terrorism; natural disasters; interruption or failure of utility services; governmental prohibitions or restrictions; non-performance of suppliers or sub-contractors; occurrence of an epidemic or pandemic; labour or trade disputes including strikes and industrial action (whether involving our employees or of third parties); collapse of buildings; fire; explosion; or accident.

5.4 Cancellations outside of our control.

We reserve the right to cancel without liability to you any orders or events planned by us due to events outside of our control (see clause 5.3 above). In such case we will notify you as soon as possible and, where applicable, refund to you any charges you have paid to us.

5.5 Minor changes to these terms and conditions.

We may make minor amendments to our terms and conditions at any time and will provide notice to you of the amendments by updating the terms and conditions on this website. It is your responsibility to refer regularly to these terms and conditions to familiarise yourself with any changes and you will be deemed to have accepted them if you access this website after the updates have been made. If you do not wish to accept the changes then you must notify us that you wish to end this contract as described below.

 

6. DESCRIPTION AND PROVISION OF SERVICES, PRODUCTS AND EVENTS

6.1 Description of services, products, programmes and events.

All images used and descriptions of services, products, programmes and events provided by us on our website (or in any correspondence or other materials supplied to you), including for the avoidance of any doubt, the availability of key speakers and timings for the start, finish and duration of any events arranged by us, are intended to be given as a guide only and may be subject to change.

6.2 Provision by us.

We will provide services, products and arrange programmes and events in accordance with these terms and conditions and such other terms we may otherwise expressly agree in writing with you. Contracts for products will be complete once they have been delivered, downloaded, or streamed (as applicable) and paid for. Contracts for services will continue until such time as the same are we deem the provision of the services to be complete and you have paid for them. For the avoidance of any doubt, we will have no obligation to provide services or products to you or permit you to participate in programmes or attend events if you do not pay to us any charges that apply and are due.

6.3 Supply of Content

If we provide content to you in connection with the provision of our products and/or services or to facilitate a programme or event arranged by us, we may either provide hard copies or make the same available to you online via our website or another platform. You will be responsible for keeping content safe from the date you receive it and must let us know immediately if you become aware of a possible infringement. You acknowledge that you may only use our content as further described in these terms and conditions and subject always to any instructions or licence conditions we may notify you of.

6.3 Digital content.

If we provide content to you in connection with the provision of our products and/or services or to facilitate a programme or event arranged by us, we may either provide hard copies or make the same available to you online via our website or another platform. You will be responsible for keeping content safe from the date you receive it and must let us know immediately if you become aware of a possible infringement. You acknowledge that you may only use our content as further described in these terms and conditions and subject always to any instructions or licence conditions we may notify you of.

6.4 Suspension.

We reserve the right to suspend the supply of services or products to you and will contact you in advance to notify you of any suspension, unless the issue is urgent or an emergency, in which case we will notify you as soon as reasonably practicable after we have suspended the supply of services or products to you. We may suspend the supply of services or products to you for the following reasons:

6.5 No guarantee.

We agree to use reasonable care and skill when providing services and products to you but cannot guarantee a fault-free performance nor that our services or products will always be available, uninterrupted, error free (including from viruses or other similar bad actor led technologies) or compatible with any specific applications, systems or devices you or your business may use. It is your responsibility to ensure that you are able to access and receive our services or products, have suitable technical support and take appropriate steps to protect your business from cybercrime. With respect to our programmes and events you acknowledge that we provide the same solely for educational purposes only and give no guarantee that these will help you or your business address any particular issues or specific needs that you or your business may have.

6.6 No reliance or endorsement of third parties.

We will not be responsible to you or your business for any reliance placed by you or your business on our services or products nor for any advice which we may be deemed by you to provide in the course of supplying our services, products, programmes and events and will not be responsible for any loss or damage caused by inaccurate, out of date or incomplete information or content. Further you acknowledge that our programmes and events may involve content or information being supplied by third parties, including other participants, guest speakers and sponsors and that we do not endorse it any way and cannot be held responsible for, the accuracy or reliability of any opinion, advice, statement, service, offer, information or content supplied by such third parties or your or your business’ reliance upon the same.

6.7 Defective products.

If you consider any products we have supplied to be defective and that we would be liable to you under these terms and conditions or applicable law or regulations (to the extent that our liability is not excluded by these terms and conditions), you should notify us immediately and, where possible, give us a reasonable time to inspect and examine the same. We may elect (at our option) to repair or replace the defective product within a reasonable time or otherwise refund the charges you have paid to us for the defective product. For the avoidance of doubt we will have no liability to you if:

 

7. YOUR OBLIGATIONS UNDER THIS CONTRACT

7.1 Authority to enter into these terms and conditions.

You represent and warrant to us that you have the right, power and authority to enter into these terms and conditions (including to bind the business which you represent to these terms if you are not entering into this contract as an individual), and that you will carry out yours and the business’ responsibilities and the obligations fully in accordance with this contract and all applicable laws and regulations.

7.2 Use of content and trademarks.

All rights in and to any content we may provide you in connection with this contract belong to us, our group companies or third party content providers and are protected by intellectual property laws and you will have no right to use except as set out in these terms and conditions. You may use our products solely for training or reference purposes within your business provided that you do not make any profit from the use of the material or information or make any other copies, or adapt, create any work derived from, republish, disseminate, transmit, make available to the public or otherwise exploit the same for any commercial purpose. For the avoidance of any doubt you must not use our or a third party’s trademarks without our or their prior consent (as applicable).

7.3 Use of software and our website.

To the extent that we provide you with access to software to receive our services or products you agree to not copy, reproduce, recompile, decompile, disassemble, reverse engineer, upload, download, transmit, create derivative works from or otherwise exploit or tamper with any software or content that is made available for download from our website in connection with the supply of our services or products and you agree to use our website in accordance with our website terms of use (which are incorporated by reference) and any acceptable use policy which we may notify you of. If you are issued with any username or password to access our website or content you agree to keep these details safe, not to disclose them to anyone not authorised to use it under these terms and conditions and to inform us immediately if you believe it may have been compromised.

 

8. YOUR RIGHTS TO END THE CONTRACT

8.1 Ending your contract early.

You may end this contract at any time by providing notice to us in writing. Your rights when you end the contract will depend on what you have ordered from us, whether there is anything wrong with it, how we are performing, and the time at which you decide to end the contract. If you end the contract before it is completed we may require you to return any products which we have supplied to you.

8.2 Ending the contract because of something we have done (or may do).

If you are ending this contract for any of the reasons set out below this contract will end upon the provision by you of notice and we will refund you in accordance with these terms and conditions. The reasons are:

8.3 Ending the contract for convenience (where we are not at fault).

If you choose to end this contract before any services or products have been supplied to you (or during the course of supply by us) we will not be obliged to refund any charges you have paid to us and you may be required to pay us compensation for any losses or damages which we suffer. You will not be entitled to any refund because you did not enjoy the experience or progress as you expected.

8.4 Attending our programmes and events.

If prior to any programme or event you become aware that you cannot attend the same you must notify us in writing. If you cannot attend but can send a replacement instead, provided we deem such individual to be a suitable replacement and can accommodate any changes that are required prior to the commencement of the programme or event, we will accept such individual attending instead subject to you paying any additional charges we deem necessary to cover the cost of making any changes. If it is not possible for us to accommodate a replacement or you do not attend a programme or event for any reason (including for the avoidance of doubt due to Covid-19 related concerns or travel restrictions) we will not be obliged to refund any charges you have paid to us and you may be required to pay us compensation for any losses or damages we suffer.

8.5 How we will refund you.

If you are entitled to a refund under these terms and conditions we will aim to refund the applicable amount to you within twenty one (21) days of receiving notice that you wish to end this contract. We will refund the amount due to you via the method of payment you used in the original transaction, unless we expressly agree otherwise with you. If during the course of supply of any services we supply to you we notify you of a significant change and you decide to end the contract pursuant to clause 8.2, provided it is not unreasonable to do so, we may deduct from the refund payable to you, an amount reflecting our costs for supplying the services up to the date we received your notice. In all other cases where you are entitled to receive a refund we will refund in full any charges you have paid to us.

 

9. OUR RIGHTS TO END THE CONTRACT

9.1 We may end the contract if you break it.

We may end this contract at any time by writing to you if:

9.2 You must compensate us if you break the contract.

If we end the contract in the situations described in clause 9.1 above you will not be entitled to receive a refund of any charges you have paid to us and agree to indemnify and hold us and our representatives, harmless against all costs, claims, damages, liability and expenses (including any professional fees) which we might incur as a result.

9.3 Our right to terminate for convenience. 

We may in exceptional circumstances need to terminate this contract and reserve the right in our absolute discretion and without further liability to you to cancel any programme or event arranged by us. In the event that we need to do so we will refund to you in full (via the method that you paid) the charges you have paid to us but such will not be liable for any additional expenditure, loss or damages that you incur as a result, including for the avoidance of doubt any hotel or travel expenses which you are unable to recover. Accordingly we recommend that you consider whether to take out insurance to cover such risks, particularly if you are travelling from abroad to participate in a programme or attend an event held by us.

 

10. PRICE AND PAYMENT

10.1 Where to find the price.

The price or the charges payable for the relevant service, product, programme or event will be shown either on our website or the invitation you receive and will be confirmed to you at the time of payment. The amount will be exclusive of VAT or other applicable sales taxes which we may need to charge.

10.2 Changes to the rate of VAT or other applicable sales taxes.

If the rate of VAT or other applicable sales taxes changes between your order date and the date we supply the product, we will adjust the rate that you pay, unless you have already paid for the product in full before the change in the rate of the applicable tax takes effect.

10.3 When you must pay and how you must pay.

We accept payment via credit cards listed on the payment portal or otherwise via bank transfer using the details that we notify you on our invoice. All payments via credit cards will be processed via Stripe. Unless we expressly agree with you otherwise all charges must be paid by you (in full) either, at the time of placing the order (if you are paying via credit card), or if it is not possible for you to pay by credit card, within fourteen (14) days of the date that you receive an invoice from us, unless the scheduled date for supply of any services, programmes or events by us will commence before the expiry of that period in which case payment must be received by us prior to the scheduled date and by such date we may notify you of.

10.4 We can charge you interest if you pay late.

If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Bank of England from time to time. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

10.5 What to do if the price is wrong.

It is possible that despite our best efforts, our prices may be incorrectly priced. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you. If you think an invoice is wrong please contact us promptly to let us know using the contact details provided in clauses 2.2 so that we can rectify the error and issue an updated invoice to you.

 

11 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

11.1 No limit or exclusion for certain types of liability caused by us.

Nothing in these terms will limit or exclude our liability for:

11.2 Limits and exclusions for other types of liability caused by us.

We will not be liable to you or your business, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us (including but not limited to loss of business, contracts, revenue, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we have been advised of their possible existence) and our total liability for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to whichever is the higher of:

11.3 Acknowledgement of limits and exclusions.

You acknowledge that notwithstanding that applicable law may impose restrictions on the extent to which liability can be excluded by agreement, you consider these terms to be fair and reasonable in the context of the supply by us of services and products to you and to be construed accordingly, to the maximum extent possible. For the avoidance of any doubt, except where these terms and conditions expressly state otherwise, to the fullest extent permitted by law, all warranties, guarantees, assurances, conditions, undertakings and other terms our services, products, programmes and events, whether express or implied, are excluded.

 

12. PERSONAL AND CONFIDENTIAL INFORMATION

12.1 How we will use your personal information.

We will only use your personal information in accordance with these terms and conditions and as otherwise described in our privacy notice available on our website.

12.2 Recordings, photographs and publicity.

From time to time we may record or film all or part of a programme or an event and/or take photographs for inclusion in content we use to publicise the same and promote future programmes or events. If you are not comfortable being recorded or having your photograph taken for this purpose then please let us know and we will try to ensure that you image is not included in such content. You are not permitted to record, film, or take photographs at any event arranged by us or publicise your participation in the same without our prior written consent.

12.3 Duty to keep information confidential.

You agree to keep confidential these terms and conditions and all other information you receive from us in connection with the provision of the products and/or services unless you are required to disclose it by law or we notify you that the information is no longer confidential. You acknowledge that the topics which may be discussed with or amongst individuals who participate in our programmes or attend events arranged by us could result in sensitive and or confidential information being disclosed (inadvertently or otherwise) and you agree not to disclose such information unless the “Chatham House Rule” has been invoked for that discussion (in which case you are free to use the information received, but neither the identity nor the affiliation of any of the speakers, nor that of any other participant, may be disclosed).

 

13. OTHER IMPORTANT TERMS

13.1 We may transfer this agreement to someone else.

We may transfer our agreement with you to another organisation (including to a company within the ISTARI group of companies) without your consent. We will always tell you in writing if this happens.

13.2 You need our consent to transfer your rights to someone else.

You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing in advance.

13.3 Third Party Rights.

Except for any person or company that is responsible for operating and delivering a programme or event on our behalf (who may enforce these terms and conditions against you so far as it is necessary in order to procure your compliance with your obligations hereunder), no other person will have any rights to enforce these terms and conditions.

13.4 If a court finds part of this contract illegal, the rest will continue in force.

Each clause of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

13.5 Even if we delay in enforcing this contract, we can still enforce it later.

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you for breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date, including where we or you have ended this contract because, unless expressly stated otherwise, provisions of this agreement which are intended by implication to continue in effect after the termination or completion of this contract will remain in force and capable of being enforced.

13.6 Which laws apply to this contract and where you may bring legal proceedings.

Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) will, to the maximum extent permissible under the law of the territory that you are located in, be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of  the courts of England and Wales.