How to Purchase.

Event Sustainability Tool

This online tool has been designed to support event managers working to create a sustainable event.

The tool includes measurement check-lists, communication templates and industry best practice advice.

The online tool will generate a report, complete with a direct emissions calculation, which can be given to clients or used as evidence of steps taken towards compliance with industry standards including BS 8901

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TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions, unless the context otherwise requires, the following expressions shall have the following meanings:

“Business Day”	means any day which is Monday to Friday, bank holidays and weekends excluded;
“Charges”	means the charges relating to the Updates Fee, the Set-Up Fee and any other fees or charges as detailed in the Order Form or which may fall due from time to time under this Contract;
“Client”	means the party detailed in the Order Form;
“Commencement Date”	means the commencement date specified on the Order Form;
“Contract”	means a contract entered into pursuant to these terms and conditions, as evidenced by: (i) the existence of a signed Order Form (ii) a purchase order or sales order which may or may not reference the Order Form, signed or unsigned; or (iii) the parties general course of dealing;
“Force Majeure Event”	means any act of government or state, civil commotion, epidemic, fire, flood, industrial action or organised protests by third parties, natural disaster, war, failure of electronic systems, damage to or failure of any third party’s computer equipment, software, connectivity, network or telecommunications systems, or any event beyond the reasonable control of the party claiming to be excused from performance of its obligations;
“Intellectual Property Rights”	means copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same;
“Organise This”	means Organise This Limited (Company Number 05162410) whose registered office is at The Stables, Paradise Wharf, Ducie Street, Manchester, M1 2JN;
“Order Form”	means the document evidencing the Contract, in particular the Usage Terms, the Charges, the Term;
“Special Conditions”	means the special conditions detailed in the Order Form;
“Set-up Fee”	means the set-up fee detailed in the Order Form;
“Software”	means the version of the Software referenced in the Order Form;
“Sustainable Events Licence”	means a non-exclusive, non transferable, right and licence to install the Software, for the Term, on a server of the Client’s choosing and the right to itself grant Uses;
“Term”	means an initial period of 12 months commencing on the Commencement date and thereafter until the Contract is terminated in accordance with condition 10;
“Third Party Materials	means all materials belonging to parties other than Organise This or the Client;
“Updates”	means the periodic updates to the Software further detailed in condition 4;
“Updates Fee”	means the annual fee for Organise This’s provision of Updates as detailed on the Order Form;
“Uses”	means single use non-exclusive sub-licenses of the Software granted to third party clients of the Client;
“Usage Terms”	means the number of Uses outlined in the ‘usage terms’ detailed on the Order Form.

1.2 In these terms and conditions:

1.2.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;

1.2.2 references to any gender includes any other gender and the singular includes the plural and vice versa;

1.2.3 the headings are for ease of reference only and shall not affect the construction or interpretation;

2. SCOPE

2.1Each Contract shall be governed by the terms and conditions set out in the Contract.

2.2 Unless otherwise specified in these terms and conditions time for performance of the Contract shall not be of the essence and shall not be made so by the service of any notice.

2.3 If there is any conflict between the provisions in these terms and conditions and the Special Conditions the Special Conditions shall prevail over these terms and conditions.

3. GRANT OF LICENCE

3.1 In consideration for payment of the Set-Up Fee, Organise This:

3.1.1 grants the Client the Sustainable Events Licence;

3.1.2 grants the Client the right to grant not more Uses than that specified in the Usage Terms; and

3.1.2 shall reasonably assist the Client with the installation of the Software on a single server.

3.2 The Software is licensed and not sold. Organise This reserves all rights not expressly granted to the Client under the Contract.

3.3 Under no circumstances shall the Client distribute, modify, adapt, translate, reverse engineer, disassemble, de-compile or crack the Software.

3.4 The Client is not permitted to re-sell the Uses unless explicitly permitted to do so in the Special Conditions.

3.5 The Client agrees to procure the explicit recognition from their clients of the fact that copyright in the Software vests in © Sustainable Events Limited 2008.

3.6 If the Client wishes to purchase additional Uses during the Term it may do so by requesting a quote from Organise This. Any subsequent agreement for the purchase of additional Uses shall be governed by these terms and conditions.

4. UPDATES

4.1 In consideration for the payment of the Updates Fee, Organise This shall provide the Client with Updates.

4.2 Organise This intends to provide Updates approximately every 3 months, but shall not be required to do so should it decide (in its ultimate discretion) that such Updates are not necessary for whatever reason.

4.3 The Updates shall commence on the Commencement Date and shall continue for a period of 12 months or until the Contract is terminated in accordance with condition 10. Upon expiry of the initial 12 months, the provision of Updates shall continue (subject to earlier termination in accordance with the Contract) for further terms of one (1) year duration (“Subsequent Terms”), unless either party shall give to the other at least sixty (60) days notice to terminate, prior to the expiry of the Term or any of the Subsequent Terms.

4.4 Organise This shall have the right to increase the Update Fee with effect from the anniversary of the Commencement Date or Subsequent Terms. Such increase shall be notified to the Client at least sixty (60) days prior to the expiry of the initial 12 months or Subsequent Terms.

5. CHARGES

5.1 The Charges shall be no less than the Charges which are specified in the Order Form.

5.2 Organise This shall issue invoices for payment of the Charges upon completion of the Contract. Such invoices shall be payable by the Client within thirty (30) days of the date of invoice.

5.3 Time for payment of the Charges shall be of the essence.

5.5 No payment shall be deemed to have been received until Organise This has received cleared funds.

5.6 All payments payable to Organise This under the Contract shall become due immediately on its termination despite any other provision.

5.7 The Client shall make all payments due under the Contract, in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Organise This to the Client.

5.8 If the Client fails to pay Organise This any sum due pursuant to this condition 5, the Client shall be liable to pay interest to Organise This on such sum from the due date for payment at the annual rate of 8% above the base rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.

5.9 The Charges are exclusive of any value added tax, import or export duties, which the Client shall pay in addition to the Charges unless expressly stated in the Order Form.

6. GENERAL WARRANTIES & LIMITATIONS

6.1 Each party warrants to the other that in relation to the Contract:

6.1.1 each has unrestricted rights to or under, all Intellectual Property Rights in any materials or components utilised;

6.1.2 each is entitled to use all know-how and confidential information necessary to enable it to fully and effectively perform any obligations;

6.1.3 where appropriate, each has complied with and shall continue to comply with all of its obligations (including but not limited to the payment of royalties) to any proprietors of third party Intellectual Property Rights.

6.2 Each party shall indemnify the other for any losses incurred as a result of any judgement brought against the other by reason of any breach of condition 6.1 above.

6.3 All warranties provided under the Contract by Organise This, whether by statute, common law or otherwise, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care, shall not apply:

6.3.1 in respect of any defect arising from the Client’s wilful damage, negligence, usage in abnormal working conditions, failure to follow Organise This’s instructions (whether oral or in writing), misuse of, alteration or repair without Organise This’s prior written approval;

6.3.2 if any of the Charges are outstanding.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Unless otherwise provided for elsewhere in these terms and conditions, all Intellectual Property Rights created or arising under the Contract shall vest absolutely in Organise This

8. NO WARRANTY

8.1 The Client acknowledges that the Software is provided on an "as is" basis, and without any warranty of any kind whatsoever.

8.2 The Organise This does not warrant, guarantee or make any representations regarding the functionality or application of the Software in terms of its correctness, accuracy, reliability, quality, or fitness for a particular purpose or otherwise.

8.3 The entire risk in respect of the results and performance of the Software is fully assumed by the Client.

8.4 Technical support is not included

9. LIABILITY

9.1 The following provisions set out the entire financial liability of Organise This (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

9.1.1 any breach of these terms and conditions;

9.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

9.2 Nothing in these terms and conditions excludes or limits the liability of Organise This:

9.2.1 for death or personal injury caused by Organise This’s negligence;

9.2.2 for any matter which it would be illegal for Organise This to exclude or attempt to exclude its liability;

9.2.3 for fraud or fraudulent misrepresentation.

9.3 Subject to condition 9.1 and condition 9.2, in respect of each Contract:

9.3.1 Organise This’s total liability for any claim in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract (“Claim”) shall be limited to the Charges paid to Organise This in the twelve (12) months preceding the date of the Claim.

9.3.2 Organise This shall not be liable to the Client for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10. TERMINATION

10.1 Either party may terminate this agreement by serving the other with not less than 30 days notice before the end of the initial 12 month term or the Subsequent Terms.

10.2 Notwithstanding anything else contained herein, the Contract may be terminated by Organise This with immediate effect if the Client:

10.1.1 is in material breach of the Contract and the breach is not capable of remedy; or

10.1.2 is in material breach of the Contract and the breach is capable of remedy and that other party shall have failed to remedy that breach within thirty (30) days of notice, specifying the breach and requiring its remedy; or

10.1.3 shall have a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.

11. CONSEQUENCES OF TERMINATION

11.1 Any termination of the Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party hereunder or at law, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or to continue in force on or after such termination.

11.2 Condition 11.1 above, and any condition which is stipulated to do so, shall survive termination of the Contract.

11.3 The Client must permanently delete the Software from its systems immediately upon termination.

12. DISPUTE RESOLUTION

12.1 In the event of any bona fide dispute or difference arising between the parties in connection with the Contract (excluding any dispute relating to non payment of the Charges, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith and without recourse to legal proceedings.

12.2 If the parties are unable to resolve such dispute or difference within fifteen (15) days of initial discussions between the parties taking place, either party may request the other in writing that the matter be referred to senior representatives of the parties with authority to settle the dispute, who shall attempt to resolve the dispute within thirty (30) days of the written request to do so.

12.3 If the dispute or difference is not resolved as a result of a meeting of the senior representatives of the parties pursuant to condition 12.2 above, or if no meeting of the senior representatives occurs within the prescribed time periods set out in that condition, either party may request the Centre for Dispute Resolution (“CEDR”) in writing to appoint an independent expert.

12.4 If either party so requests CEDR to appoint an independent expert, such party must instruct CEDR to ensure that the expert:

12.4.1 acts as an expert and not an arbitrator;

12.4.2 affords the parties the opportunity within reasonable time limits to make representations to him;

12.4.3 informs each party of the representations of the other;

12.4.4 affords each party the opportunity within reasonable time limits to make submissions to him on the representations of the other; and

12.4.5 notifies the parties of his decision, with reasons as quickly as practicable.

12.5 The fees and expenses of the expert including the cost of his nomination shall be borne equally by the parties who shall bear their own costs as to the submission and determination of the dispute or difference by the expert, save as where otherwise directed by the expert.

12.6 The expert determination is to be conclusive and binding on the parties except where there is fraud or a manifest error or on a matter of law.

13. FORCE MAJEURE

13.1 If a party (the “Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations under the Contract by a Force Majeure Event:

13.1.1 the Affected Party’s obligations under the Contract are suspended while the Force Majeure Event continues and to the extent that it is prevented, hindered or delayed;

13.1.2 as soon as reasonably possible after the start of the Force Majeure Event, the Affected Party shall notify the other party (the “Non-Affected Party”) in writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under the Contract.

13.2 If the Affected Party does not comply with condition 13.1.2 it forfeits its rights under condition 13.1.1.

13.3 The Affected Party shall:

13.3.1 make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under the Contract; and

13.3.2 as soon as reasonably possible after the Force Majeure Event, the Affected Party shall notify the other party in writing that the Force Majeure Event has ended and resume performance of its obligations under the Contract.

13.4 If the Force Majeure Event continues for more than three (3) months starting on the day the Force Majeure Event starts, Organise This may terminate the Contract by giving not less than thirty (30) days’ notice in writing to the Client.

14. CONFIDENTIALITY AND SECURITY

14.1 Each party shall treat as confidential all information obtained from the other pursuant to the Contract and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this condition 14 shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to the Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this condition 14) or which is trivial or obvious. Each party shall ensure that its employees are aware of and comply with the provisions of this condition 14.

14.2 If Organise This shall appoint any sub-contractor then Organise This may disclose confidential information to such sub-contractor subject to such sub-contractor giving the Client an undertaking in similar terms to the provisions of this condition 14. The foregoing obligations as to confidentiality shall survive any termination of the Contract.

15. ASSIGNMENT AND SUB-CONTRACTING

15.1 The Client shall not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under the Contract without the prior written consent of Organise This.

15.2 Organise This shall have the right to sub-contract the performance of the Contract to any third party.

16. RECRUITMENT OF PERSONNEL

16.1 The Client shall not during the continuance of the Contract and for a period of twelve (12) months thereafter, solicit or procure the services of any employee of Organise This.

17. NOTICES

17.1 Any notice given by one party to the other under the Contract must be in writing and may be delivered personally or by pre-paid first class post and in the case of post will be deemed to have been given two (2) days after the date of posting. Notices shall be delivered or sent to the registered office addresses of Organise This or the Client or to any other address notified in writing by one party to the other for the purpose of receiving notices after the date of the Contract. Each party may specify by notice to the other a particular individual or office holder to whom any notices served on it are to be addressed, in which case a notice shall not be validly given unless so addressed.

18. FURTHER ASSURANCE

18.1 Either party shall at the request and cost of the other do or procure the doing of all such further acts and execute or procure the execution (as a deed or otherwise) of all such documents as may from time to time be necessary to give full effect to the Contract.

19. SEVERANCE

19.1 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Contract which shall remain in full force and effect.

19.2 If any provision of the Contract is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

20. THIRD PARTIES

20.1 A person who is not party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

21 NO PARTNERSHIP OR AGENCY

21.1 Nothing in the Contract is intended to create a partnership or joint venture or legal relationship of any kind that would impose liability upon one party for the act or failure to act of the other party between the parties, or to authorise either party to act as agent for the other. Save where expressly stated in the Contract, neither party shall have authority to make representations, act in the name or on behalf of or otherwise to bind the other.

22. WAIVER AND CUMULATIVE REMEDIES

22.1 The rights and remedies provided by the Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by either party shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of the Contract or of a default under the Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of the Contract.

22.2 The rights and remedies provided by the Contract are cumulative and (unless otherwise provided in the Contract) are not exclusive of any rights or remedies provided at law or in equity.

23. ENTIRE AGREEMENT

23.1 The Contract, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties relating to such matters.

23.2 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Contract. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of the Contract.

23.3 Nothing in this condition 23 shall operate to exclude any liability for fraud.

24. GOVERNING LAW AND JURISDICTION

24.1 The Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.

24.2 Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with the Contract.