Terms & Conditions

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these "Terms of Use") describes the terms under which Event PAL offers each individual or entity (hereinafter, "Customer") access to its Services through the SaaS Solution. Event PAL and the Customer are each a "Party" and are collectively the "Parties".

By accessing the SaaS Solution or any content found on the SaaS Solution, Customer agrees to comply with and to be bound by the Terms of Use, including the policies and guidelines linked to (by way of the provided URLs) from these Terms of Use. If Customer does not understand or agree with these Terms of Use, please do not use the SaaS Solution or the Services.

These Terms of Use are incorporated by reference into each Rental Agreement executed by Event PAL and signed by Customer. Event PAL may amend these Terms of Use at any time in its sole discretion, effective upon posting the amended Terms of Use at the domain or subdomains of https://www.weareeventpal.co.uk where the prior version of the Terms of Use was posted, or by communicating these changes through any written contact method EVENT PAL has established with Customer.

DEFINITIONS:

"Agreement" means collectively these Terms of Use, and all other attachments and exhibits referenced hereto.

"Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either Party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by a Party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other Party or any of its employees or agents. The terms and conditions of this Agreement and any order for Event PAL products or services will be deemed the Confidential Information of both Event PAL and Customer.

"Customer Data" means any materials, information, data, code, content, and other information that Customer, or its employees or agents, collect (or which Event PAL collects on behalf of Customer from event attendees or others) or transmit to Event PAL via a SaaS Solution, or via another medium for the purpose of display or transmission via the Services.

"Event PAL Content" means the information, documents, software, products and services contained or made available to Customer in the course of using a SaaS Solution.

"Developed Materials" is defined in Section 3.2.2.

"Documentation" means the user instructions, release notes and on-line help files regarding the use of a SaaS Solution in the form generally made available by Event PAL, as updated by Event PAL from time to time.

"Effective Date" means the date the applicable Rental Agreement is executed by both Parties.

"Rental Agreement" means a document, including the services included, executed by the Parties, which incorporates by reference the Terms of Use, and describes order-specific information, such as description of Service ordered and fees.

"Products" means collectively the SaaS Solutions and other software programs (including any associated materials or intellectual property, as well as any updates, improvements, modifications, or changes, and Documentation), Event PAL Content, Developed Materials and all toolkits and any other programs provided by Event PAL hereunder, training materials, tutorials and related documentation provided by Event PAL in connection with the performance of Services.

"Professional Services" means data conversion, data mapping, implementation, site planning, configuration, integration and deployment of the SaaS Solution, training, project management and other consulting services.

"Protected Information" means: (i) the racial or ethnic origin of the data subject; (ii) his/her political opinions; (iii) his/her religious beliefs or other beliefs of a similar nature; (iv) whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992); (v) his/her physical or mental health or condition (except for food allergies or medical contact information); (vi) his/her sexual life; (vii) the commission or alleged commission by him/her of any offense; (viii) any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings; (ix) national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender (except if stored in encrypted fields provided by Event PAL for storage of such data); (x) financial account information (other than payment card information entered securely using Event PAL's online payments module); or (xi) other information that a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, title, company name, mailing address, email address, and phone number).

"SaaS Solution" means a software as a service and other software services identified in the Rental Agreement and associated Support.

"Services" means collectively SaaS Solutions and Professional Services.

"SOW" means one or more work orders, work authorizations or statements of work that describe the Professional Services for Customer and mutually executed by the Parties.

"Rental Period" means the period during which Customer is authorized to use a SaaS Solution pursuant to a Rental Agreement.

"Support Services" is defined in Section 5.1.

"Users" means the number of people directed to the SAAS Solution by Customer.

"Viruses" shall mean any programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs, time bombs, shut-down devices, keys, authorization codes, or passwords allowing Event PAL access), the purpose of which is expressly intending to result in damaging, interrupting, interfering with or hindering the operation of any software or data on Customer's equipment configuration, or any other equipment or system with which the equipment configuration or SaaS Solutions are capable of communicating.

  1. PURPOSE AND SCOPE:

    1. Purpose: These Terms of Use establish the general terms and conditions for Event PAL’s (on behalf of itself and its wholly-owned subsidiaries) provision of the Services to Customer and its affiliates identified on the applicable Rental Agreement.

    2. Additional Services: During the Term, Customer may subscribe to or purchase additional Services or otherwise expand the scope of Services granted under a Rental Agreement, upon mutual agreement and execution of a new Services order specifying details the foregoing.

    3. Order of Precedence: The terms and conditions of this Terms of Use control to the extent any terms and conditions of this Terms of Use conflict with the terms and conditions of a Rental Agreement or any Product Exhibit, except where the Rental Agreement or Product Exhibit specifically states the intent to supersede a specific portion of this Terms of Use.

 

  1. FEES, TAXES & PAYMENTS:

    1. General: Customer shall pay 50% of the fees specified in the applicable Rental Agreement upon confirmation with the balance due 14 days prior to the period set out in the Rental Agreement. A credit account will be considered following the settlement of 3 previous bookings in-line with the payment terms above. For those with a credit account, 50% of the fees specified in the applicable Rental Agreement will be issued at the time of confirmation with the balance due 30 days from the invoice date. Except as otherwise expressly specified, all payment obligations start from the execution of the Rental Agreement. All payments must be by bank transfer, unless Event PAL agrees otherwise, and if Event PAL permits payment via credit or debit card, then unless prohibited by applicable laws, Event PAL reserves the right to charge Customer a surcharge of three percent (3%) of the total amount due hereunder, and Customer hereby consents to such charge being made against the credit or debit card provided by Customer.

    2. Currency and Taxes: Fees are in the currency designated in the applicable Rental Agreement (if not specified then UK Sterling by default) and excludes all applicable taxes. Customer is responsible for payment of all applicable sales, use, value added or similar taxes (excluding those on EVENT PAL's net income) imposed by any government entity relating to the provision of the Services.

    3. Disputed Fees: Customer may reasonably and in good faith dispute an invoiced amount within thirty (30) days after the invoice date, provided that Customer shall promptly pay the undisputed portion of the invoice pursuant to Section 2.1 and may only withhold payment of the disputed portion until the dispute is resolved. The Parties shall negotiate in good faith to resolve any payment dispute within forty-five (45) days.

    4. Failure to Pay: Failure to make timely payments is a material breach of this Agreement and EVENT PAL may suspend its performance obligations in accordance with the provisions of Section 11.4. Customer shall reimburse Event PAL for expenses incurred, including interest and reasonable legal fees, in collecting amounts due under this Agreement that are not under good faith dispute by Customer. Amounts paid or payable for SaaS Solutions are not contingent upon the performance of any Professional Services. Customer agrees that its subscriptions hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Event PAL regarding future functionality or features.

    5. Fee Adjustment: The recurring fees are fixed for the initial Subscription Term of the applicable Rental Agreement. Thereafter, Event PAL may increase these fees for future periods, provided that no annual increase will exceed by more than ten percent (10%) of the last year of the initial Subscription Term. Notwithstanding anything contained herein to the contrary, Professional Services fees and any introductory or discounted offers from Event PAL are not subject to this Section 2.5.

 

 

 

 

 

 

  1. SERVICES:

    1. SaaS Solutions:

      1. Subscription Right: Subject to the provisions of this Agreement, Event PAL hereby grants Customer for the Subscription Term, a non-transferable, non-exclusive and revocable subscription right, without the right to grant sublicenses, to access and use the SaaS Solutions solely for the internal business purposes of Customer and solely in relation to the functionality advertised for the SaaS Solution by the Event PAL from time to time. Customer acknowledges that Event PAL has no delivery obligation and will not ship copies of the Products to Customer as part of the SaaS Solutions. Customer agrees that it does not acquire under the Agreement any license to use the Products in excess of the scope and/or duration of the SaaS Solutions. Except for the foregoing subscription right, no other rights in the Service are granted hereunder, and the Service is and will remain the sole and exclusive property of Event PAL and its licensors, if any, whether the Service is separate or integrated with any other products, services or deliverables.

      2. Usage Restrictions: Customer's right to use SAAS Solution may be limited to 1,000 Users or terminated where Event PAL reasonably determines that the Customer's use of the SaaS Solution exceeds or breaches the scope of the license granted under clause 3.1.1. There will be no fee adjustments or refunds for any decrease in the Customer's usage of or termination of the Customer access to the SaaS Solution under this clause 3.1.2.

      3. Changes and Environment: Access to a SaaS Solution is limited to the version in Event PAL's production environment, accessed via the Internet by use of a Event PAL-approved and Customer-provided browser. Event PAL regularly updates the SaaS Solutions and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. SaaS Solutions will be hosted on a server that is maintained by Event PAL or its designated third-party supplier or data centre. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the SaaS Solutions, including but not limited to Internet access and adequate bandwidth.

      4. User IDs: Event PAL shall assign Customer one or more user IDs and passwords that will enable Customer to access a SaaS Solution. Customer shall take reasonable precautions to protect against theft, loss or fraudulent use of these IDs and passwords. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer.

    2. Professional Services:

      1. Scope: Event PAL may perform the Professional Services described in the applicable SOW. Either Party may propose a change order to add to, reduce or change the work ordered in the SOW. Each change order must specify the changes to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to Event PAL. A change order is not binding until executed by both Parties.

      2. Developed Materials: If agreed in a SOW, Event PAL may develop modifications to Products or Event PAL Content ("Developed Materials"). Event PAL hereby grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable license for the Subscription Term to use the Developed Materials solely in connection with its use of the SaaS Solutions. Unless specified in a SOW, Event PAL does not provide updates or reintegration work required to make Developed Materials compatible with future versions or releases of a SaaS Solution.

  2. CUSTOMER'S USE:

    1. Acceptable Use: Event PAL does not monitor or police the content of communications or Customer Data transmitted through the SaaS Solutions, and Event PAL is not responsible for the content of these communications or transmissions. Customer shall use a SaaS Solution exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and Event PAL's Privacy Policy located at https://www.weareeventpal.co.uk/privacy (the "Privacy Policy").

    2. Restrictions: Customer shall not: (i) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Section 12.5 (Assignment), distribute, disclose, or otherwise commercially exploit or make available to any third party the Products or Services; (ii) copy, record, extract, scrape, modify or make derivative works based upon the Products or Services; (iii) "frame" or "mirror" the Products or Services on any other server or device; (iv) access the Products or Services for any benchmarking or competitive purposes or use the Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use; (v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Products or Services; (vi) remove, obscure or modify a copyright or other proprietary rights notice in the Product or Services; (vii) use the Product or Service to send or store infringing, obscene, threatening, or otherwise unlawful material, including material that violates third party privacy rights; (viii) use the Product or Service to create, use, send, store, or run material containing Viruses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Products or Services; (ix) attempt to gain or permit unauthorized access to the Products or Services or related systems or networks, including but not limited to conducting any penetration testing, denial of service attacks, or similar efforts; (x) use the Products or Services other than in compliance with all applicable laws and regulations; (xi) permit access to Products or Services to any competitors, and any such access by third parties is unauthorized; or (xii) permit or assist any other party (including any user) to do any of the foregoing.

    3. Breach by Authorized User: Any failure by an authorized user to comply with this Agreement is deemed to be a breach by Customer, and Event PAL shall not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer shall immediately take all necessary steps, including providing notice to Event PAL, to effect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred.

    4. Server Location: Customer acknowledges that Event PAL has servers located in the United Kingdom only and that the SaaS Solutions are not intended to be used by Customer or third parties in any country which requires an individual's personal data to remain on servers located in that country.

    5. No Protected Information: Customer acknowledges and agrees that use of the Services does not require Customer to provide any Protected Information to or through the SaaS Solutions and Event PAL shall have no liability to Customer or its representatives, users or any other party related to any Protected Information. Customer shall not (and shall ensure that its representatives and users do not) upload, provide or submit any Protected Information to the SaaS Solutions. Event PAL may upon notice suspend all or portion of Customer's or its users' access to the SaaS Solutions if Event PAL has a good faith belief that Customer or its users has breached the restrictions in this Section.

    6. Third Party Content: Third party data, content, materials or software ("Third Party Content") published on the Event PAL website or otherwise made available through a SaaS Solution may be subject to third party licenses, and these licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the Event PAL System, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Rental Agreement.

    7. No Spamming or Unsolicited Commercial Email: Customer will not use the Services for illegal activities or junk mail, chain letters, pyramid schemes, phishing, "spam" or other unsolicited emails to any person who has not given specific permission to be included in such a process. Without limiting the generality of the foregoing, Customer is required to comply with all applicable anti-spam laws including but not limited to Privacy and Electronic Communications Directive 2002, and the rules and regulations promulgated thereunder.

  3. SUPPORT:

    1. Obligations: Support services provided by Event PAL as part of a SaaS Solution include technical support and workarounds so that the SaaS Solutions: (i) operate in material conformance with the Documentation (where applicable to the Products), and (ii) the provision of updates thereto, if and when available (collectively, "Support Services"). For the avoidance of doubt, updates to the SaaS Solutions may include subsequent releases to Products, excluding Developed Materials, and may include bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance. Updates exclude new products, modules or functionality for which Event PAL generally charges a separate fee.

    2. Exceptions to Support: Event PAL does not provide Support Services with respect to: (i) a SaaS Solution that have been altered or modified by anyone other than Event PAL or its licensors; (ii) a SaaS Solution used other than in accordance with the Documentation; (iii) Professional Services: (iv) Developed Materials: (v) errors or malfunction caused by Customer's failure to comply with the minimum system requirement documentation as provided by Event PAL or by Customer's use of non-conforming data: or (vi) errors and malfunction caused by any systems or programs not supplied by Event PAL.

    3. Communications: By executing the Agreement, the Customer may choose to opt-in, on behalf of its signatory herein and each of its personnel who is assigned a user ID for access to the SaaS Solution, to receiving email communications from Event PAL regarding Event PAL products and services, including but not limited to Event PAL white papers, webcasts, videos, live events, and other marketing and information materials. The Customer understands that its signatory and personnel may subscribe or unsubscribe such consent at any time through the links provided therein.

  4. SECURITY STANDARDS AND SAFEGUARDS:

Payment Cards: Event PAL shall maintain safeguards against the destruction, loss or alteration of payment card information that is in the possession of Event PAL and stored in an Event PAL platform by implementing the applicable information security controls as set out in the then current version of the Payment Card Industry Data Security