Allcongress.com Ltd v0714
These general delivery terms (the “Terms”) form an integral part of the Online Registration Agreement (the “Online Registration Agreement” and together with the Terms, “Agreement“) entered into between a Professional Congress Organizers and Allcongress.com (each a “Party” and collectively the “Parties“).
1. DEFINITIONS
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
“Company” means or refers to ALLCONGRESS LTD Ireland.
“medical event organizer”, “advertiser”, “supplier” means or refers interchangeably to any person or entity listing any medical event on this Site or providing any information or services listed on this Site.
“attendee” refers to any person(s) registering and attending any event or conference listed on this Site.
“content” refers to articles, data, graphic displays, pictures, articles, advertising, and all information, materials, and services displayed in this site.
“electronic ticket” refers to a ticket purchased online through Allcongress.com from an attendee, in order to attend a medical event organized by a professional congress organizer.
“Allcongress.com Platform” means the website(s), apps, tools, platforms or other devices of Allcongress.com on which the Service is made available.
” Customer Service ” means the customer service desk of Allcongress.com which can be reached at customer.service@allcongress.com or such other address as set out in this Agreement.
“Extranet” means the online system which can be accessed by the Professional Congress Organizer (after identification of the username and the password) through the website www.allcongress.com, for uploading, changes, verifying, updates and/or amendments of the Online Registration Information (including rates, availability).
“Force Majeure Event” means any of the following events affecting multiple attendees and multiple electronic tickets purchase: act-of-God, volcanic eruptions, (natural) disaster, fire, (acts of) war, hostilities or any local or national emergency, invasion, compliance with any order or request of any national, provincial, port or other public authority, government regulation or intervention, military action, civil war or terrorism, (biological, chemical or nuclear) explosion, rebellion, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, close down of airports or any other exceptional and catastrophic event, circumstance or emergency, making it impossible, illegal or prevents attendee from travelling to or attending the medical event.
“Intellectual Property Right” means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
“Platforms” means the website(s), apps, tools, platforms and/or other devices of Allcongress.com and its affiliated companies and business partners on or through which the Service is (made) available.
“Service” means the online electronic ticket purchase system of Allcongress.com through which Professional Congress Organizers can make their tickets available for buy, and through which Attendees can make online buy of such electronic tickets.
2. PROFESSIONAL CONGRESS ORGANIZER OBLIGATIONS
2.1 Professional Congress Organizer Information
2.1.1 Information provided by the Professional Congress Organizer for inclusion on the Platforms shall include information relating to a Medical Event (including pictures, photos, Scientific content of the event, Whorkshop/Course availability), information about other services (Hotel accommodation, Shuttle/ Transport Services), details of the online registration rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the “Online Registration Information“) and shall comply with formats and standards provided by Allcongress.com. As of July 1st the Online Registration Information shall not contain any telephone or fax numbers or email (including skype) address or social media website/app/platform (including twitter and facebook), with direct references to the Professional Congress Organiser or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. Allcongress.com reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement.
2.1.2 The Professional Congress Organizer represents and covenants that the Online Registration Information shall at all times be true, accurate and not misleading. The Professional Congress Organizer is at all times responsible for a correct and up-to-date statement of the Online Registration Information, including additional availability of electronic tickets for certain periods. The Professional Congress Organizer shall update the Online Registration Information on a daily basis (or such more frequent basis as may be required) and may –at any time– change the rate of its available electronic tickets and the number or type of available electronic tickets.
2.1.3 The information provided by the Professional Congress Organizer for the Platforms shall remain the exclusive property of the Professional Congress Organizer. Information provided by the Professional Congress Organizer may be edited or modified by AllCongress.com and subsequently be translated into other languages, whereas the translations remain the exclusive property of Allcongress.com. The edited and translated content shall be for the exclusive use by Allcongress.com on the Platforms and shall not be used (in any way or form) by the Professional Congress Organizer for any other distribution or sales channel or purposes. Changes to or updates of the descriptive information of the Professional Congress Organizer are not allowed unless prior written approval has been obtained from Allcongress.com.
2.1.4 Unless Allcongress.com agrees otherwise, all changes, updates and/or amendments of the Online Registration Information (including rates, availability) shall be made by the Professional Congress Organizer directly and on-line through the Extranet or such other ways as Allcongress.com may reasonably indicate. Updates and changes in respect of pictures, photos and descriptions will be as soon as reasonably possible processed by Allcongress.com.
2.2 Parity and room restrictions
2.2.1 The Professional Congress Organizer shall give Allcongress.com rate and availability parity (“Parity“).
Rate Parity means the same or better rates for the same electronic ticket for an event, workshop, hotel accommodation, same or better restrictions and policies such as reservation changes and cancellation policy as are available on the Professional Congress Organizer’s websites, apps or call-centres (including the customer reservation system), or directly at the Professional Congress Organizer (on site registration), with any competitor of Allcongress.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Professional Congress Organizer.
Rate parity does not apply in respect of rates intended for a closed user group (“closed user group” means a group with defined limitations where membership is not automatic and where: (i) consumers actively opt in to become a member, (ii) any online or mobile interface used by closed user group members is password protected, (iii) closed user group members have completed a customer profile, and (iv) the consumer to which the rate is offered or made available already made at least one prior booking as a member of the closed user group) provided that such rates are not (directly or indirectly) publicly (made) available. In the event that a closed user group rate is (directly or indirectly) publicly (made) available (by the Professional Congress Organiser, a (direct/indirect) competitor of Allcongress.com or on any third party (platform) (including any (meta) search engine or price comparison website), Allcongress.com is entitled to rate parity for such rate.
Availability Parity means that the Professional Congress Organizer shall provide Allcongress.com with such availability (i.e. tickets to a medical event available for purchase at the Platform) that are at least as favorable as those provided to any competitor of Allcongress.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Professional Congress Organizer.
2.2.2 The restrictions and conditions (including the ticket price) for tickets made available for reservation on the Allcongress.com Platform shall at all times be in accordance with Clause 2.2.1 and make sense for all parties involved (including consumers).
2.2.3 Allcongress.com shall be entitled to give a discount on the ticket price –at its own costs up to the level of the Commission – to its closed user group members.
2.2.4 Within the spirit of this Agreement and subject at all times to the availability parity set out in Clause 2.2.1, the Professional Congress Organizer is encouraged to provide Allcongress.com with fair access to all ticket types (including various policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during fairs, congresses and special events)).
2.3 Commission
2.3.1 For each purchase of an electronic ticket made on the Platforms by an attendee for a medical event, the Professional Congress Organizer shall pay Allcongress.com a commission (the “Commission“) calculated in accordance with Clause 2.3.2. Payment shall be made in accordance with Clause 2.4.
2.3.2 The aggregate Commission per electronic ticket is equal to the multiple of (i) the rate per ticket per event (including VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies (the “Taxes“)) and such other extra’s, fees and surcharges which are included in the offered rate at the time of purchase of the ticket by the attendee on the Platforms (such as breakfasts, meals (half-board or full-board), bicycle rental, late check outs/early check in fees, extra person charges, resort fees, roll-away beds, theatre tickets, service fees, etc), (ii) the number of purchased tickets by the attendee, and (iii) the relevant Commission percentage set out in the Agreement (plus VAT/taxes (if applicable)). For the avoidance of doubt, Commission will be charged in the event of overbooking or a charged cancellation (cancellation in violation of the free cancellation policy of the Professional Congress Organizer) and shall be calculated in accordance with the confirmed ticket purchase.
2.3.3 Unless agreed otherwise in the Agreement, the rate shown to attendees on the Platforms shall be inclusive of VAT, sales tax, charges and all such other (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies (to the extent that such other taxes, fees and levies can be reasonably calculated upfront without further information).
2.3.4 In the event that pursuant to (amendment or entering into force of) the applicable law, rules and legislation applicable to the Professional Congress Organizer, the rates must be shown to attendees inclusive of VAT, sales tax and all such other (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the Professional Congress Organizer shall adjust the rates through the Extranet in accordance with the terms of Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days after (i) amendment or entering into force of the relevant law, rules and legislation in this respect applicable to such Professional Congress Organizer, or (ii) notification thereof by Allcongress.com.
2.4 Payment Commission
2.4.1 Commission for purchase of electronic tickets through Allcongress.com will be invoiced and paid at the same time of the purchase in accordance with the following terms:
(a) Invoices are processed on a monthly basis and shall be sent to the Professional Congress Organizer by mail, fax or e-mail.
(b) The Commission invoiced is paid directly to the Paypal account of Allcongress.com at the time of the purchase of the electronic ticket by the attendee. For that reason the Professional Congress Organizer should provide at Allcongress.com Platform a valid Paypal account.
(c) All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Professional Congress Organizer is compelled to make any such deduction or withholding, it will pay to Allcongress.com such additional amounts as are necessary to ensure receipt by Allcongress.com of the full (net) amount as set out in the invoice which Allcongress.com would have received but for the deduction. The Professional Congress Organizer is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Professional Congress Organizer to Allcongress.com.
(d) The commission invoiced shall be paid by the Professional Congress Organizer in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. Allcongress.com may at its sole discretion prepare invoices either in a major currency (e.g. EUR/USD) or the relevant local currency of the Professional Congress Organizer and subsequently convert the relevant final amount in the local currency or a major currency on the basis of the exchange rate of the day of the relevant month for which the purchase took place (and not on the day that the invoice was issued). The exchange rate used shall be the exchange rate as used by Paypal account at the time of transaction.
2.4.2 The Professional Congress Organizer is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 2.4.1 under c) applicable to the Commission due to Allcongress.com according to the relevant tax regulations and the practices and requests of the tax authorities. The Professional Congress Organizer shall bear and be responsible for the payment and remittance of the taxes applicable to the Commission (payments) and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the Commission. If required, the Professional Congress Organizer shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The Professional Congress Organizer shall upon first request of Allcongress.com provide Allcongress.com with (photo/scanned-)copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission.
2.5 Reservation, Attendee Reservation, complaints and Best Price Guarantee
2.5.1 When an electronic ticket purchase is made by an attendee on the Platform, the Professional Congress Organizer shall receive a confirmation for every purchase made via Allcongress.com which confirmation shall include the date of the purchase, the number of tickets, the type of ticket, the attendees name (collectively “Customer Data“). Allcongress.com is not responsible for the correctness and completeness of the information provided by attendees.
2.5.2 By making a reservation through the Platforms a direct contract (and therefore legal relationship) is created solely between the Professional Congress Organizer and the attendee (the “Attendee online ticket purchase“).
2.5.3 The Professional Congress Organizer is bound to accept a attendee as its contractual party, and to handle the online reservation in compliance with the Professional Congress Organizer Information (including rate) contained on the Platforms at the time the online purchase was made.
2.5.4 The Professional Congress Organizer shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge).
2.5.5 Complaints or claims in respect of (the products or service offered, rendered or provided by) the Professional Congress Organizer or specific requests made by attendees are to be dealt with by the Professional Congress Organizer, without mediation by or interference of Allcongress.com. Allcongress.com is not responsible for and disclaims any liability in respect of such claims from the attendees. Allcongress.com may at all times and at its sole discretion (a) offer customer (support) services to a attendees, (b) act as intermediate between the Professional Congress Organizer and a attendee, (c) provide -at the costs and expenses of the Professional Congress Organizer – alternative tickets for medical events of an equal or better standard in the event of an overbooking or other material irregularities or complaints in respect of the Professional Congress Organizer, or (d) otherwise assist an attendee in its communication with or actions against the Professional Congress Organizer.
2.5.6 In the event of a valid claim of an attendee under the Best Price Guarantee, Allcongress.com shall promptly notify the Professional Congress Organizer of such claim and provide the Professional Congress Organizer with the relevant details of the claim. The Professional Congress Organizer shall immediately adjust –to the extent applicable– the rate(s) made available at the Allcongress.com Platform such that the lower rate is available for further tickets purchase(s). Upon check in at the event, the Professional Congress Organizer shall refund (in cash) to the attendee the difference between the two rates .
2.6 Overbooking and cancellation
2.6.1 The Professional Congress Organizer shall provide the seats purchased for the event (congress, conference, course, meeting, seminar, summit, symposium, workshop) and in the event that the Professional Congress Organizer is not able to meet its obligations under this Agreement for any reason whatsoever, the Professional Congress Organizer shall promptly inform Allcongress.com via Customer Service ( customer.service@allcongress.com; whereas the subject line of each email shall state “overbooking”) . In the event of overbooking the Professional Congress Organizer will:
(a) refund (in cash) to the attendee 100% of the value of the electronic ticket purchased by the attendee
(b) provide free private transportation to the accommodation for the attendee in case the attendee has booked an accommodation for the days of the event. The Professional Congress Organizer should compensate (in cash) to the attendee 100% of the value of the accommodation cost for the total number of days that the accommodation is booked in case the attendee decides not to stay at the accommodation for the days that the event is active
(c) refund (in cash) to the attendee 100% of the value of the tickets purchased by the attendee for transportation to/from the event venue (airplane, train, boat, taxi, public transport and any other means of transportation to/from the event venue) and
(d) reimburse and compensate Allcongress.com and/or the attendee for all reasonable costs and expenses (e.g. costs alternative accommodation, transportation, telephone costs) made, suffered, paid or incurred by the attendee and/or Allcongress.com due to or caused by the overbooking. Any amount charged by Allcongress.com in this respect shall be paid within 14 days after receipt of the invoice.
2.6.2 The Professional Congress Organizer is not allowed to cancel any online electronic ticket purchase.
2.6.3 Cancellations made by attendees before the time and date beyond which a cancellation fee applies will not be eligible for commission. In such a case Allcongress.com shall refund to the Professional Congress Organizer the commission attracted at the time of online ticket purchase within 15 days from the day of cancellation. Cancellations made by attendees after the time and date beyond which a cancellation fee applies will attract commission in accordance with the terms of this Agreement. In such a case Allcongress.com shall refund to the Professional Congress Organizer the difference from the attracted commission at the time of online ticket purchase and the calculated commission of the cancellation fees within 15 days from the day of cancellation.
2.9 Direct marketing to attendees
The Professional Congress Organizer agrees not to specifically target attendees that have been obtained via Allcongress.com in either online or offline marketing promotions or solicited or unsolicited mail.
2.10 Extranet
Allcongress.com will provide the Professional Congress Organizer with a user ID and password which allows the Professional Congress Organizer to access the Extranet. The Professional Congress Organizer shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Extranet. The Professional Congress Organizer shall immediately notify Allcongress.com of any (suspected) security breach or improper use.
2.11 Force Majeure Event
In the event of a Force Majeure Event, the Professional Congress Organizer shall shall repay the attendees affected by the Force Majeure Event any fee, costs, expenses or other amount (including the cancellation fee) for any cancellation or no-show made by the attendee. In the event of reasonable and justified doubt, the Professional Congress Organizer may ask a attendee to provide reasonable evidence of the causality between the Force Majeure Event and cancellation or no-show, (and provide Allcongress.com upon request with a copy of such evidence). In order for Allcongress.com to register any cancellation or no-show, due to a Force Majeure Event, the Professional Congress Organizer shall inform Allcongress.com within 2 business days after the scheduled arrival date of the no-show or cancellation. Allcongress.com will not charge any commission in the event of a registered no-show or cancellation due to the Force Majeure Event and will refund to the Professional Congress Organizer the 100% of the commission attracted at the day of the electronic ticket purchase
3. LICENSE
3.1 The Professional Congress Organizer hereby grants Allcongress.com a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Professional Congress Organizer as provided to Allcongress.com by the Professional Congress Organizer pursuant to this Agreement and which are necessary for Allcongress.com to exercise its rights and perform its obligations under this Agreement;
(b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Professional Congress Organizer Information.
3.2 Allcongress.com may sublicense, make available, disclose and offer the Professional Congress Organizer Information (including the relevant Intellectual Property Rights) of the Professional Congress Organizer and special offers made available by the Professional Congress Organizer on the Platforms and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties (the “Third Party Platforms“).
3.3 In no event shall Allcongress.com be liable to the Professional Congress Organizer for any acts or omissions on the part of any Third Party Platforms. The sole remedy for the Professional Congress Organizer in respect of such Third Party Platforms is (i) to request Allcongress.com (which has the right and not the obligation) to disable and disconnect with such Third Party Platform, or (ii) termination of this Agreement, all in accordance with the terms of this Agreement.
4. RANKING, ATTENDEE REVIEWS, MARKETING
4.1 Ranking
4.1.1 The order in which the Professional Congress Organizer is listed on the Platforms (the “Ranking“), is determined automatically and unilaterally by Allcongress.com. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid by the Professional Congress Organizer, the minimum ticket availability stated by the Professional Congress Organizer, the number of tickets sold related to the number of visits to the relevant Professional Congress Organizer page on the Platform (the “Conversion“), the volume realized by the Professional Congress Organizer, the ratio of cancellations, the attendee review scores, the customer service history and the number and type of complaints from attendeess.
4.1.2 The Professional Congress Organizer has the possibility to influence its own ranking by changing the commission percentage and availability for certain periods, and continuously improving the other factors. The Professional Congress Organizer shall not make any claim against Allcongress.com regarding the Ranking of Professional Congress Organizer; the Ranking system is automated.
4.2 Attendees reviews
4.2.1 Attendees which have attended a medical event organized by the Professional Congress Organizer will be asked by Allcongress.com to comment on their time spent at the medical event and to provide a score for certain aspects of the organization of the event.
4.2.2 Allcongress.com reserves the right to post these comments and scores on the Platforms. The Professional Congress Organizer acknowledges that Allcongress.com is a distributor (without any obligation to verify) and not a publisher of these comments.
4.2.3 Allcongress.com undertakes to use its best efforts to monitor and review attendees reviews in respect of obscenities or the mention of an individual’s name. Allcongress.com reserves the right to refuse, edit or remove unfavourable reviews in the event that such reviews include obscenities or mention an individual’s name.
4.2.4 Allcongress.com will not enter into any discussion, negotiation or correspondence with the Professional Congress Organizer in respect of (the content of, or consequences of the publication or distribution of) the attendees reviews.
4.2.5 Allcongress.com shall not have and disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever.
4.2.6 The attendee’s reviews are for exclusive use by Allcongress.com and can be made available on such Platforms as from time to time made available to by Allcongress.com. Allcongress.com exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) the attendees reviews and the Professional Congress Organizer is not entitled to (directly or indirectly) publish, market, promote, copy, scrape, (hyper-/deep)link to, integrate, obtain, utilize, combine, share or otherwise use the attendees reviews without prior written approval of Allcongress.com.
4.3 (Online) marketing and PPC advertising
4.3.1 Allcongress.com is entitled to promote the Professional Congress Organiser using the Professional Congress Organiser’s name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Allcongress.com runs online marketing campaigns at its own costs and discretion.
4.3.2 The Professional Congress Organiser is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Allcongress.com agrees that if the Professional Congress Organiser becomes aware of behaviour by Third Party Platforms that breaches the Professional Congress Organiser’s Intellectual Property Rights, then the Professional Congress Organiser will notify Allcongress.com in writing with details of the conduct and Allcongress.com will use its commercially reasonable endeavours to ensure that the relevant third party takes steps to remedy the breach.
4.3.3 The Professional Congress Organiser agrees not to specifically target the Allcongress.com brand directly through keyword purchases that use Allcongress.com’s Intellectual Property Rights.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Professional Congress Organizer represents and warrants to Allcongress.com that for the term of this Agreement:
(i) the Professional Congress Organizer has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Allcongress.com make available on the Platforms (a) the relevant medical event organized by the Professional Congress Organizer, and (b) the Intellectual Property Rights in respect of, as set out or referred to in the Professional Congress Organizer Information made available on the Platforms;
(ii) the Professional Congress Organizer holds and complies with all permits, licenses and other governmental authorisations and requirements necessary for conducting, carrying out and continuing its operations and business and making the medical event organized by the Professional Congress Organizer available on the Platforms for online purchase of an electronic ticket, and
(iii) the price for the ticket available on the Platforms correspond to the best available price for an equivalent ticket with the Professional Congress Organizer and a better price cannot be obtained by a Attendee making a direct buy from the Professional Congress Organizer or via another (third) party or via another medium or channel.
5.2 Each Party represents and warrants to the other Party that for the term of this Agreement:
(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) it has taken all corporate action required by it to authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms, and
(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.
5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.
5.4 Allcongress.com disclaims and excludes any and all liability in respect of the Professional Congress Organizer which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet.
6. INDEMNIFICATION AND LIABILITY
6.1 Each Party (the “Indemnifying Party“) shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the “Indemnified Party“) harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
(i) a breach of this Agreement by the Indemnifying Party, or
(ii) any claim from any third party based on any (alleged) infringement of the third party’s Intellectual Property Right by the Indemnifying Party.
6.2 The Professional Congress Organizer shall fully indemnify, compensate and hold Allcongress.com (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Allcongress.com (or its directors, officers, agents, affiliated companies and subcontractors) in connection with:
(i) all claims made by attendees concerning inaccurate, erroneous or misleading information of the Professional Congress Organizer on the Platforms;
(ii) all claims made by attendees concerning or related to an attendance of a medical event organized by the Professional Congress Organizer, overbooking or (partly) cancelled or wrong reservations or repayment, refund or recharge of the ticket price;
(iii) to the extent that any claims under or pursuant to the Best Price Guarantee are not settled between the attendees and the Professional Congress Organizer upon arrival of the attendees to the venue of the event (by payment of the lower rate), all claims made by attendees regarding or pursuant to the Best Price Guarantee;
(iv) all other claims from attendees which are wholly or partly attributable to or for the risk and account of the Professional Congress Organizer (including its directors, employees, agents, representatives and the premises of the Professional Congress Organizer) (including claims related to (lack of) services provided or product offered by the Professional Congress Organizer) or which arise due to tort, fraud, wilful misconduct, negligence or breach of contract (including the Attendees Reservation) by or attributable to the Professional Congress Organizer (including its directors, employees, agents, representatives and the premises of the Professional Congress Organizer) in respect of an attendee or the medical event; and
(v) all claims against Allcongress.com in relation to or as a result of the failure of the Professional Congress Organizer to pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction.
6.3 Save as otherwise provided for in this Agreement, the maximum liability of one Party to any other party in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year or EUR 100,000 (whichever is higher), unless in the event of tort, fraud, wilful misconduct, gross negligence, deliberate non-disclosure or deliberate deception on the part of the liable Party (i.e. the Indemnifying Party), in which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 6 shall apply to any of the indemnifications in respect of third party claims (e.g. claims from attendees as described in 6.2) or third party liabilities.
6.4 In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence (in consultation and agreement with the indemnified Party and with due observance of both Parties’ interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
6.5 In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed.
6.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.
7. TERM, TERMINATION AND SUSPENSION
7.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time. Each Party may terminate this Agreement at any time and for any reason, by written notice to the other Party with due observance of a notice period of 14 days.
7.2 Each Party may terminate this Agreement (and close the Professional Congress Organizer on the Platforms) or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (e.g. insolvency, breach of rate parity guarantee, the provision of wrong information or receipt of a significant number of attendees complaints); or
(b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) in respect of the other Party.
7.3 Any notice or communication by Allcongress.com of “closure” (“close”, “closed”) of the Professional Congress Organizer on the website (or similar wording) shall mean termination of the Agreement.
7.4 The following events shall in any event be regarded as a material breach and entitle Allcongress.com to immediately terminate (close) or suspend the Agreement (without a notice of default):
(i) the Professional Congress Organizer posts incorrect or misleading Professional Congress Organizer Information on the Extranet;
(ii) the Professional Congress Organizer fails to maintain Information on the Extranet resulting in over-bookings at the medical event organized by the Professional Congress Organizer;
(iii) Allcongress.com receives one or more legitimate and serious complaint(s) from one or more attendee(s) who made online ticket purchase for an event organized by the Professional Congress Organizer;
(iv) misuse of the attendee review process by any behaviour that results in a review appearing on the Platforms that is not an honest expression of a real experience by a real attendee at the Professional Congress Organizer;
(vi) inappropriate, unlawful or unprofessional behavior towards attendees or Allcongress.com staff; or
(vii) any (alleged) safety, privacy or health issues or problems in respect of the Professional Congress Organizer or its facilities (the Professional Congress Organizer shall at its own costs and upon first request of Allcongress.com deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation).
7.5 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party’s rights and remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement. Clause 6, 8, 9 and 10 shall survive termination.
8. BOOKS AND RECORDS
8.1 The systems, books and records of Allcongress.com (including Extranet, the Online Reservation Statement, faxes and/or emails) shall be considered conclusive evidence of the existence and receipt by the Professional Congress Organizer of the reservations made by the Attendees and the amount of the commission of the Professional Congress Organizer or damages or costs due to Allcongress.com under this Agreement, unless the Professional Congress Organizer can provide reasonable and credible counter-evidence.
8.2 The Professional Congress Organizer shall upon first request of Allcongress.com fully cooperate and assist Allcongress.com with (and disclose all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Professional Congress Organizer.
9. CONFIDENTIALITY
9.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the “Confidential Information“). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
9.2 Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the “Permitted Persons“) to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.
9.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including the any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated (group) company.
9.4 Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Each Party agrees to comply with all applicable (data and privacy) laws, rules and regulations of the jurisdiction where such Party is incorporated (including (if applicable) Directives 95/46/EC and 2002/58/EC (as amended) on the processing of personal data and the protection of privacy).
10. MISCELLANEOUS
10.1 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Allcongress.com may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an affiliated company without the prior written consent of the Professional Congress Organizer. Any assignment or transfer by the Professional Congress Organizer shall not relieve the assignor of its obligations under the Agreement.
10.2 All notices and communications must be in English, in writing, and sent by facsimile, email or nationally recognized overnight air courier to the applicable facsimile number or address set out in the Agreement.
10.3 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the Professional Congress Organizer).
10.4 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
10.5 Save as set out otherwise in t his Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the Ireland. Save as set out otherwise in this Agreement, any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Dublin, Ireland.
10.6 Parties agree and acknowledge that notwithstanding this Clause 10.5, nothing in this Agreement shall prevent or limit Allcongress.com in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Professional Congress Organizer is established or registered under the laws of the relevant jurisdiction where the Professional Congress Organizer is established or registered and for this purpose, the Professional Congress Organizer waives its right to claim any other jurisdiction or applicable law to which it might have a right.
10.7 The original English version of these Terms may have been translated into other languages. The translated version of the English Terms is a courtesy and office translation only and the Professional Congress Organizer cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply and be binding and conclusive. The English version shall be used in legal proceedings. The English version is available on the following website https://www.allcongress.com terms-and-conditions and shall be sent to you upon written request.
10.8 In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the Professional Congress Organizer (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party(‘s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act).
10.9 The Agreement may be entered into online or by way of executing a separate counterpart or by pdf or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Professional Congress Organizer by Allcongress.com. By registering and signing up to the Allcongress.com as Professional Congress Organizer partner, the Professional Congress Organizer agrees, acknowledges and accepts the terms and conditions of this Agreement. The Agreement does not need any chop or seal to make it valid, binding and enforceable.