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