Terms and Conditions

1. Definitions and Interpretation

1.1 In this Contract the following words and phrases shall have the meanings set out below:

1. Booking Form means the booking form issued to the Customer by NLA in respect of the Services;
2. Charges means the charges payable by the Customer for the supply of the Services by NLA, as set out in the Booking Form;
3. Customer means the customer to which the Booking Form is addressed;
4. Customer Materials means all materials and information, including, where relevant, any sponsorship related materials and information, supplied by the Customer to NLA;
5. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or sub-contractors involved in the provision or receipt of the Services who need to know the confidential information in question (Representatives) to the other party and that party’s Representatives in connection with this Contract, which is either labelled as such or else which should reasonably be considered as confidential because of its nature or the manner of its disclosure;
6. Contract means the contract between the Customer and NLA for the supply of the Services, and comprising the Booking Form and these Terms and Conditions;
7. Data Protection Legislation means all applicable UK data protection legislation relating to the use of personal data and the privacy of electronic communications, as amended, updated or replaced from time to time, including the Data Protection Act 2018 and the retained GDPR;
8. Event means any event, exhibition, festival, lecture, seminar or similar, including LREF and LFA;
9. Intellectual Property Rights means copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, patents, and all other intellectual property rights, in each case whether registered or unregistered;
10. LFA means the London Festival of Architecture;
11. LREF means the London Real Estate Forum;
12. Membership means membership of NLA and any products or services provided by NLA as part of that Membership;
13. NLA means NLA Ltd, a company registered in England and Wales with company number 02924619 and with its registered office at 16 Beaufort Court, Admirals Way Docklands, London, E14 9XL;
14. NLA IPRs means all Intellectual Property Rights subsisting in the Services, any software or other materials used to provide the Services, and all branding (including logos, designs, business names, trade names and trad marks) of or associated with NLA, LREF or LFA, but excluding any Intellectual Property Rights in the Customer Materials;
15. Services means the products and services (other than Membership), including services relating to sponsorship by Customer, participation in panel or other events by Customer, provision and use of exhibition space by Customer, and provision of tickets to Events, in each case, to be provided by NLA pursuant to the Contract, as described in the Booking Form and as may be amended in accordance with the terms of this Contract; and
16. Terms and Conditions means these terms and conditions.

1.2 If there is any conflict or ambiguity between the terms of the Booking Form and these Terms and Conditions, the terms contained these Terms and Conditions shall have priority over terms contained in the Booking Form to the extent necessary to resolve the conflict or ambiguity.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and any reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 A reference to writing or written includes e-mail.

1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and term

2.1 The Contract shall commence on the date of your acceptance of the Booking Form and shall continue until the Services have been provided, unless terminated earlier in accordance with its terms.

3. Supply of services

3. 1 NLA shall supply the Services to the Customer materially in accordance with the descriptions, dates and times specified on the Booking Form. Any dates or times stated for the taking place of any event are approximate only, and are not of the essence.

3.2 NLA shall perform the Services with reasonable care and skill.

3.3 NLA shall provide reasonable co-operation to the Customer in connection with the Services and, where relevant, reasonable curatorial assistance to the Customer in connection with its preparation of any materials to be provided by it pursuant to clause 4.

3.4 NLA shall comply with all applicable laws, statute and regulations in respect of its performance of the Services and its obligations under this Contract.

3.5 Where either party wishes to make any additions or other changes to the Services set out in the Booking Form this is subject to the written agreement of the other party and may be subject to additional Charges.

4. Customer’s obligations

4.1 The Customer shall provide all reasonable co-operation to NLA and provide, in a timely manner and at no charge, such Customer Materials as are reasonably required by NLA for the performance of the Services.

4. 2 The Customer shall comply with all reasonable instructions of NLA and any policies, guidance, rules or regulations provided to Customer by or on behalf of NLA or any third party in connection with any event, venue or exhibition space.

4.3 The Customer shall ensure that in connection with the Services it shall comply with any diversity policies of or committed to by NLA from to time, including, in connection with the provision of individuals to be presenters, speakers or on panels. The Customer agrees that it shall comply with any request of NLA to change any presenter, speaker or panel member where NLA considers it necessary to ensure that the relevant panel, event or exhibition meets its diversity policies or commitments.

4.4 The nature and content of any Event is at the sole discretion of NLA and may be changed by the NLA at any time for any reason. The Customer further acknowledges that NLA retains curatorial oversight of all Events and shall be entitled, at its sole discretion, to require the Customer to alter any material or themes associated with such materials, including where it deems these not appropriate for the Event in question or where it considers that these clash with the materials or themes of NLA or another customer of the NLA.

4.5 The Customer shall provide to NLA, at the Customer’s sole cost and expense, all material reasonably required in connection with any sponsorship, event or exhibition in a format and within deadlines specified by NLA. The Customer acknowledges that if it does not comply with this provision then, without prejudice to any other rights of NLA, NLA has the right: (a) to determine what materials are to be used and where and any associated themes relating to such materials and the Customer shall comply with the same; (b) reject any materials not correctly formatted and/or alter the format of the materials provided; and (c) where such materials are headshots or biographies of individuals, to use headshots and biographies of the relevant individuals that are displayed on the Customer’s website(s).

4.6 The Customer shall:

1. ensure that the manufacture, packaging, distribution, display and advertising of the relevant Customer Materials complies with all applicable laws statutes, regulations and codes;
2. immediately at the written request of NLA and at Customer’s sole cost, remove or withdraw from circulation any Customer Materials which do not comply with clause 4.6(a);
3. not use any NLA IPRs or any part of them or anything confusingly similar to them in any of its materials or in its trading or corporate name or otherwise, except to the extent expressly agreed in writing with NLA; and
4. not to do or permit anything to be done which might adversely affect, harm or prejudice the reputation or rights (including the NLA IPRs) or the value of any such rights of NLA or which may adversely affect, harm or prejudice the NLA IPRs or NLA’s title to the NLA IPRs or the image of the NLA or of LREF, LFA or any other relevant event.
5. The Customer shall comply with all applicable laws, statutes, regulations and codes in connection with the exercise of its rights and the performance of its obligations under this Contract and will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

5. Intellectual property

5.1 Notwithstanding any other provision of this Contract, NLA and its licensors shall retain ownership of all NLA IPRs and the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

5.2 The Customer hereby grants NLA a non-exclusive, royalty-free licence to use, copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer and for carrying out any activities reasonably related to those Services, for example, use in promotional materials and advertising and use in connection with display to event attendees or the public in connection with the Customer sponsoring an event or utilising an exhibition space. NLA shall be entitled to sublicence such rights to its subcontractors and other third parties strictly to the extent necessary for the provision of the Services and carrying out such activities reasonable related to those Services.

5.3 Where any of the Services to be provided relate to the sponsorship of an event by the Customer, the Customer acknowledges and agrees that all rights not expressly granted to it under this Contract in respect of that sponsorship are reserved to NLA and the Customer acknowledges that it shall not be entitled to use or exploit any such other rights in any way.

5.4 The Customer has no right to sub-license, assign or otherwise dispose of any of the rights granted to it under this Contract without NLA’s prior written consent and shall not engage in joint promotions with any third party in relation to any relevant event without NLA’s prior written consent.

5.5 The Customer represents and warrants that:

1. It has all rights, licences and consents necessary to provide the Customer Materials to NLA and to license the Customer Materials and all Intellectual Property Rights therein to NLA as set out in this Contract;
2. NLA’s use of the Customer Materials in accordance with the provisions of this Contract will not infringe the rights of any third party.

5.6 The Customer shall indemnify NLA against all liabilities, costs, expenses, damages and losses (including all reasonably incurred legal costs and expenses) suffered or incurred by NLA arising out of or in connection with any breach of clause 5.5 or any claim made against NLA by a third party arising out of or in connection with the use of, or otherwise relating to, the Customer Materials.

6. Charges, payment and other compensation

6.1 The Customer shall pay NLA the Charges in accordance with this clause 6 and any provisions set out on the Booking Form.

6.2 All amounts payable by the Customer exclude amounts in respect of any applicable VAT.

6.3 Where there are any Charges to be paid for any additional services agreed with the Customer these shall be payable by the Customer following submission of an invoice by NLA.

6.4 The Customer shall pay each invoice submitted to it by NLA within 14 days of receipt of the invoice, to a bank account nominated in writing by NLA.

6.5 All amounts due under this Contract shall be paid by the Customer to NLA in full without any set-off, counterclaim or (other than any deduction as required by law).

6.6 If the Customer fails to make any payment due to NLA under the Contract by the due date for payment, then:

1. where requested by NLA, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, at a rate of 4% per annum above the then current Bank of England base rate; and
2. NLA may suspend the provision of all Services until payment has been made in full.

7. Limitation of liability

7.1 The limits and exclusions in this clause reflect the insurance cover NLA has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss and for insurance in connection with any matters for which NLA is not responsible.

7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation.

7.3 Subject to clause 2, NLA’s total liability to the Customer in respect of any claim or series of connected claims arising under or in connection with this Contract shall not exceed an amount equal to the Charges paid by the Customer to NLA in respect of the Services. NLA’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising under or in connection with the Contract.

7.4 Subject to clause 2, the following types of loss are wholly excluded by the parties:

1. loss of profits, sales, business or anticipated, savings;
2. loss of use or corruption of software, data or information;
3. loss of or damage to goodwill;
4. indirect or consequential loss.

7.5 Except as expressly stated in this Contract, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the maximum extent permitted by law.

7.6 If NLA is prevented or delayed from performing any of its obligations under this Contract by any act or omission of the Customer, NLA shall:

1. not be liable for any costs or losses suffered by the Customer that arise from such prevention or delay;
2. despite such prevention or delay, be entitled to retain any Charges already paid to it and to be paid an appropriate proportion of any unpaid Charges relative to the Services undertaken at the time of the prevention or delay; and
3. be entitled to recover any losses it suffers and any additional costs it reasonably incurs, which arise from such prevention or delay.

8. Termination

8.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up (whether voluntarily or by order of the court, having a receiver appointed to any of its assets, or if it suspends or ceased to carry on all or a substantial part of its business.

8.2 Without affecting any other right or remedy available to it, NLA may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any Charges on the due date for payment.

8.3 On termination or expiry of the Contract for whatever reason:

1. other than to the extent reasonably necessary to retain for legal, regulatory or accounting purposes, each party shall promptly return or delete the other party’s Confidential Information;
2. each party shall promptly return to the other any property of the other within its possession or control;
3. the Customer shall immediately pay to NLA all of NLA’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, NLA may submit an invoice, which shall be payable immediately on receipt;
4. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
5. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

9. Confidentiality

9.1 The term Confidential Information does not include any information that:

1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Clause 9);
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
3. was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
4. was known to the receiving party before the information was disclosed to it by the disclosing party.

9.2 Each party shall keep the other party’s Confidential Information confidential and shall not use any Confidential Information except for the purposes of this Contract or disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

9.3 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the purposes of this Contract, provided that at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this Clause 9.

9.4 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as reasonably possible.

9.5 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Contract, are granted to the other party, or are to be implied from this Contract.

9.6 The provisions of this Clause 9 shall continue to apply after termination of this Contract.

10. Data protection

10.1 The parties acknowledge that the only personal data that each will share with the other in connection with this Contract is the names and business contact details of the individuals involved in administering this Contract or providing or receiving (as applicable) the Services. Each party shall be the controller of such personal data that it receives and agrees that it shall comply with all applicable Data Protection Legislation in respect of such personal data.

11. Entire agreement

11.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral or in any other form (electronic, digital or otherwise), relating to its subject matter.

11.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

12. Notices

12.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing (which includes email) and shall be sent by email to Kernohan@nla.london (or such alternative as notified by NLA from time to time) in the case of NLA, or to the email address specified on the Booking Form in the case of the Customer (or such alternative as notified by the Customer from time to time). A notice or other communication shall be deemed to have been received on the next Business Day after transmission unless a notice or other indication of delivery failure has been received. Business Day shall mean a day other than a Saturday, Sunday or public holiday in England. This clause 12 does not apply to the service of any proceedings or other documents in any legal action.

13. General

13. 1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from any events, circumstances or causes beyond its reasonable control, including any acts of God, adverse weather conditions, failure in public utilities, failure in the supply by any third party of any venue, facilities, equipment or services, acts of terrorism, accidents, pandemics or epidemics, strikes or inability to source materials or personnel (each a Force Majeure Event).

13.2 NLA reserves the right to cancel or postpone any Services (or any part of them) for any reason (including, without limitation, by reason of a Force Majeure Event). NLA shall notify the Customer of the cancellation or postponement as soon as possible. The parties agree that NLA shall not be in breach of this Contract by virtue of that cancellation or postponement. In the case of such a postponement, NLA shall endeavour to specify an alternative date and time for the relevant Services (or part thereof) within a reasonable time. In the case of such a cancellation, NLA shall be entitled to nominate and provide alternative Services (or relevant part thereof), whether on the same or different date, that NLA, acting reasonably, considers to be similar. Where NLA considers that no alternative Services are reasonably available then this Contract shall automatically terminate in respect of the cancelled Services (or part thereof) and  the Customer shall only be entitled to a refund of any Charges paid in respect of the Services (or part thereof) so cancelled.

13.3 If the Services include the provision to the Customer of tickets to or a right or opportunity to attend or speak (or similar) at an Event and the Customer (or any of its representatives or delegates) are unable to so attend or speak (or similar) at the Event (whether or not the date or time of the Event has changed for any reason) then the Customer shall be entitled to transfer the relevant ticket(s) to a third party, provided it so notifies NLA, or, where it has the right or opportunity to attend or speak (or similar) at an Event then the Customer, subject to the prior agreement of NLA, shall be entitled to transfer that right or opportunity to a third party, but in no case shall it be entitled to any refund or the provision of any alternative ticket or Services.

13.4 NLA may at any time assign, transfer and subcontract any or all of its rights and obligations under the Contract, including in connection with the provision of the Services or any part of the Services.

13.5 No variation of the Contract (including any change to the scope or description of the Services) shall be effective unless it is agreed in writing (which may include email) by the parties.

13.6 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

13.7 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.8 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.9 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.