Sponsor Terms & Conditions
Whereas, EXECUTIVE PLATFORMS INC. provides services, including but not limited to the exchange of information resources;
Whereas, the Registrant of this Service (the “Client”) wishes to engage the services of EXECUTIVE PLATFORMS INC. through a list of services that were ordered (the “Order”) on the Web Site or submitted through hard copy to EXECUTIVE PLATFORMS INC.;
Whereas, Client wishes to attend the event (the “Event”) that is organized by EXECUTIVE PLATFORMS INC. (the “Organizer”) at the venue (the “Venue”) specified in the Order on the date (the “Date”) specified in the Order;
Now Therefore, in consideration of the promises and mutual covenants and agreements set forth herein, and in the Order, the parties agree as follows to comprise the following Agreement between You, the Client, and Us, the Organizer governing the rights and obligations of each party at the Event at the Venue on the Date:
Total Fees. Total fees specified on the Order are subject to an additional service charge of 6% (“Service Charge”) applied to cover administration costs, and are excluding any applicable sales tax which shall be in addition. All fees shall be payable to Organizer in full without any deduction counterclaim or set-off by Client.
More than Ninety Days. If the date of the Agreement is more than ninety (90) days prior to the event, Client will pay to Organizer a Deposit (being 50% of Total Fee & Service Charge, plus applicable taxes thereon) upon receipt of invoice, and the Balance of Total Fee (plus Service Charge and applicable taxes) ninety (90) days prior to event, in each case, by one of the accepted payment methods mentioned below.
Less than Ninety Days. If the date of this Agreement is within ninety (90) days prior to the event, Client will pay to Organizer the full amount of the Total Fee (plus Service Charge and applicable taxes) upon receipt of invoice.
Accepted Methods of Payment. Client will make all payments by way of Credit Card or by Money Order or Banker’s Draft (drawn on a Toronto clearing bank), or by Direct Bank Transfer to the Organizer’s bank.
Partial Payment. Subject to the Cancellation clause below, if any fees due to Organizer are not paid by the Client by the date of the Event or when payment becomes due, Organizer shall be entitled to retain any part payment which it has received from Client.
Right of Refusal. Organizer reserves the right to withhold any information relating to the Event and/or refuse the Client and/or Client representatives entry to the Event unless and until all fees due have been paid in full (without any deduction, counterclaim or set-off).
Late Payment. Without limiting Organizer’s other rights or remedies, any late payment shall be subject to interest at 3% per month or the maximum amount permitted by law to be determined by the Organizer.
Client Rights and Obligations
Attendance at Seminars. Client will attend the Event including seminars and conference sessions as pre-arranged by the Organizer and as determined by the Order. Organizer will give notice to Client seven (7) days before the Event of the prearranged seminars and conference sessions.
Residing at Venue. The Client will make arrangements with the Venue, independently of the Organizer, to reside at the Venue for the duration of the Event. It is the Client’s responsibility to make such arrangements and Client acknowledges that they have already made arrangements with the Venue or alternate hotel for accommodations.
Promotional Materials. Client will be responsible for bringing all promotional material to Event and warrants that it is of a professional nature, not illegal, defamatory, obscene and does not infringe the copyright, trade marks or other intellectual property rights of any other person.
Setup at Venue. Client is solely responsible for, and making arrangements with, the Venue for the loading and unloading of all materials from/to the Venue. Client will remain liable for any damages, clean up, storage or any other costs that may become payable to the Venue or a third party authorized by the Venue associated with the materials being used by the Client.
No Right to Assign. Client shall not resell, assign, sub-license or otherwise transfer any of the rights under this Agreement or Order.
Number of Representatives. Client will send the agreed upon number of Client’s Representatives specified in the Order to attend Event at Venue on the Date(s) specified in the Order and Client’s Representatives.
Identity of Representatives. Client will supply Organizer in writing with names and details of all Client’s Representatives at least forty-five (45) days prior to the Event Date, or within fourteen (14) days of the date of this Agreement if it is dated less than forty-five (45) days prior to the Event Date. Any Client Representatives that are not listed may be denied entry/access to the Event.
Conduct of Representatives. Client warrants that its Client Representatives shall be appropriately qualified for attendance at the Event and shall conduct themselves in a proper and professional manner at all times, and shall adhere to any health & safety, security or other requirement of Organizer (or of the Venue or other person approved by Organizer) in relation to the Event.
Violation by Representatives. Client warrants that they understand and agree that any violation of proper conduct, in the exclusive view of the Organizer, will result in that Client, Client Representative or all Client Representatives being removed from the Event at the expense of the Client. In the event that this occurs, the Client will not be entitled to any recourse from the Organizer and agrees to indemnify and hold harmless the Organizer from any liabilities that may occur by the said conduct or in the removal of the Client or Client Representative.
Compliance by Client Representatives. Client and/or Client Representative will be responsible for ensuring compliance with this Agreement and hereby indemnifies and holds harmless the Organizer in full on demand against any breach of this Agreement resulting from any act, omission, statement, third party claim, costs, legal costs, or other conduct of any Client and/or Client Representative. Client warrants that they have the authority to bind their corporation to all terms of this Agreement.
Organizer’s rights and obligations
Notification of Available Facilities. Organizer will notify Client of nature of available meeting facilities and of promotional material (e.g. display stands, brochures, etc.) that Client may display at the Event. Such notification will be given to Client at least seven (7) days prior to the Event Date. Organizer reserves the right to require Client to remove from the Venue any promotional material which it considers inappropriate for any reason. Client requires approval of Organizer for any use of materials at the Event.
Provision for Materials. Organizer may provide for certain materials to be used by the Client. Organizer reserves the right to determine scope and content of any or all meetings, conference sessions, etc. held during the event.
Matching with Delegates. Client may request appointments with individual delegates or specific company representatives from the Organizer and while the Organizer will use its reasonable endeavors to arrange such meetings, specific appointments cannot be guaranteed and Orders cannot be placed on the condition that certain appointments are to be made. Client acknowledges that no such promise has been made.
List of Attendees. Organizer will circulate to Client a list of all attendees expected at the Event as well as details of all pre-arranged meetings and itineraries of attendees. The Organizer does not guarantee the accuracy of such information or the actual attendance of the named attendees and will not be liable to Client for any change in the number or identity of any attendees or for any attendees who do not keep scheduled appointments, notwithstanding any other term of these Terms and Conditions.
Arrangement of Meetings. Organizer will arrange a mutually agreed upon number of meetings with the Client. Organizer reserves the right to vary itineraries of any or all participants in the Event with such prior notice as it determines is reasonable or practicable at the discretion of the Organizer.
Copyright of Materials. All content and other materials provided by or on behalf of Organizer at or in relation to the Event contain copyright, trade mark and other intellectual property rights are those of the Organizer exclusively and nothing shall be construed to license or part with ownership over any of these materials. All other third parties and Client and/or Client Representatives shall not and shall not allow any other person to copy, modify, adapt or otherwise use such content and materials for any purpose without Organizer’s express prior written consent.
Changes/Cancelling the Event. Organizer reserves the exclusive right to change the location, venue (including changing the venue to a virtual event), dates, and/or cancel the Event upon written notice to Client. If Organizer cancels the Event other than by reason of events or circumstances beyond its reasonable control, Organizer will reimburse Total Fee to Client. If the Event is cancelled by Organizer by reason of events or circumstances beyond its reasonable control (including, without limitation, Acts of God, flood, communicable disease, government restrictions, failure of any material supplier to the Event, and/or a cancellation by the operators of the Venue), the Organizer will reschedule the Event to be held within a reasonable time (up to 24 months from original Event date), and no reimbursement will be made by Organizer, and Client will remain liable to pay Total Fee on these Terms.
Exclusive Right to Cancel. Organizer reserves the right to cancel any booking made by the Client at its sole discretion and without giving any reason for such cancellation. In such event, Organizer shall promptly refund to the Client all fees paid in respect of such cancelled booking.
Publicity & Marketing
Publicity of Event. Organizer shall originate any publicity, news releases, public statements or announcements, whether written or oral, relating to the Event without the prior consent of the Client. Organizer may originate any publicity, news releases, public statements or announcements or otherwise make any form of representation or statement relating to the Event which would constitute an express or implied endorsement by the Client of any commercial product or service, without obtaining the prior consent of Client.
Use of Client Name and Trademarks. Organizer may use the Client’s name or trademark in any advertising or promotional material without the prior consent of the Client.
Marketing Materials. Organizer may use images, videos, graphics, trademarks and any other intellectual property of the Client in subsequent marketing materials of future events without the prior consent of the Client. Client agrees to release any rights of their image being used for advertising, promotional or marketing material as well as any intellectual property.
Ownership of Intellectual Property. Organizer acknowledges that any rights of intellectual property are owned exclusively by the Client and that their use in any capacity by the Organizer does not relinquish any rights over them held by the Client save and except for the uses mentioned above. The Organizer acknowledges and agrees that the Client is the owner of all trade-marks, trade-names, copyright, patents, registered or unregistered. No proprietary interests or title in or to the intellectual property is transferred to the Organizer Licensee by this Agreement.
Cancellation by Client
Client Cancellation. If Client wishes to cancel this Agreement or its attendance at the Event, Client shall notify Organizer in writing (provided that any such notice sent by Client by e-mail shall not be effective unless a hard copy is also sent by registered mail or by express post) with as much prior notice as is possible and not less than ninety (90) days before the Date of the Event.
More than Ninety Days. If cancellation notice is received by Organizer more than ninety (90) days prior to the Date of the commencement of the Event then Client shall be responsible for 50% of Total Fees. If Total Fees have been paid to the Organizer then Client will receive a refund of 50% of Total Fees paid (less Service Charge and applicable taxes).
Less than Ninety Days. If cancellation notice is received by Organizer within ninety (90) days prior to the Date of the commencement of the Event then Client shall be responsible for 100% of Total Fees.
Waiver and Indemnity
Liability. The Organizer will not be liable for any loss or damage suffered by the Client when providing its services hereunder except to the extent caused directly by the Organizer’s negligence. The Client will be liable for, and will reimburse the Organizer for the costs of, any loss or damage suffered by the Organizer caused directly by the Client or Client Representative’s negligence. The Client agrees to exclude the Organizer from all liability for special, indirect or consequential loss or damage including, without limitation, loss of business, profits, anticipated savings, goodwill, data, damages, loss or costs associated with loss or damage.
Indemnity for Third Party Claims. Except as may be otherwise provided in this Agreement, the Client shall protect, indemnify and save harmless the Organizer, and its employees, agents, representatives, invitees and subcontractors, and, at the Organizer’s request, investigate and defend such entities from and against all claims, demands and causes of action, of every kind and character, without limitation, arising in favour of or made by third parties, on account of bodily injury, death or damage to or loss of their property resulting from any negligent act or willful misconduct of the Client.
Limited Liability of Organizer. The aggregate liability of Organizer in relation to this Agreement shall be limited to a total of the fees paid by Client to Organizer pursuant to this Agreement including for any claim of negligence.
Survival of Indemnities. The terms of Waiver and Indemnity above shall survive any termination or expiry of this Agreement.
Data Protection Act
Use of Contact Information. Client agrees that Organizer may use contact information of Client to solicit Client of upcoming Events. The information provided by Client or Client Representatives, will be held by Organizer. Occasionally Client details may be made available to Organizer’s external partners. If Client does not wish to have these details to be made available to these carefully chosen companies, please contact the Organizer.
Consents. Any consent required under this Agreement will not be unreasonably withheld.
Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.
Entire Agreement. This Agreement constitutes the entire agreement of the Parties, supersedes all previous agreements and no amendment to the terms of this Agreement will be effective unless made by the Organizer and Organizer providing written notice to the Delegate of that change. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
Equitable Relief. Client agrees that any breach of this Agreement by Client would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, Organizer will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.
Force Majeure. Notwithstanding anything herein to the contrary, Organizer shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.
Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither Organizer or Client will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.
Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
Notices. All notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, facsimile transmission (the “Fax”), with confirmed answer back, or electronic mail, with confirmation of receipt, to Organizer or Client at the respective addresses provided to each other or to such other address as Organizer or Client may from time to time specify by notice to the other given as provided in this paragraph.
A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Jurisdiction. The parties hereby irrevocable attorn to the exclusive jurisdiction of the Courts of the Province of Ontario with respect to any dispute arising under this Agreement.
Governing Law. This agreement and any sales thereunder shall be deemed to have been made in the Province of Ontario and shall be construed and interpreted according to the laws of the Province of Ontario and the applicable laws of Canada. Organizer and Client expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act, as amended, replaced or re-enacted from time to time, and any statute of the United States of America and/or of any State.
Authority to Bind. This Agreement is binding on the parties upon a booking submitted by Client, and Client represents to Organizer that this Agreement has been submitted and authorized by an individual who is an authorized signatory of the Client and who has authority to bind Client to the terms of this Agreement.