Terms and Conditions

 

Website Terms & Conditions

This website is owned and operated by the Financial Times Limited (the “FT”/ “we”/ “us”/ “our”). These are the terms and conditions on which you may use this website (the “Website”) and the content and/or services available on them (the “FT Forums Content”).

1. ACCESS & USE

By accessing and using the Website you are agreeing to these Website Terms & Conditions.

These terms and conditions replace all previous terms and conditions for the Website.  We may update these terms and conditions for legal or regulatory reasons, or to reflect changes in our services or business practices. We will provide notice of any significant changes in Section 7 below. You should regularly check Section 7 to see if any changes have been made. Any changes will become effective as soon as we post them on the Website.

2. CONTENT OWNERSHIP

The FT is the owner or licensee of all intellectual property rights in the Website, including FT Forums Content. No intellectual property rights in any FT Forums Content are transferred to you.  “The Financial Times”, “FT” and “FT Forums” are trade marks belonging to us and you may not use them without our prior written permission.

As a user of the Website, you also agree that you shall:

(a)   not copy, publish, republish, redistribute, archive, store, adapt, alter, modify, translate, create derivative works from, summarise, photocopy, scan, syndicate, sell, license, frame, harvest, scrape, grant or purport to grant any rights in or otherwise make available any FT Forums Content from the Website;

(b)  where applicable, not post any content on the Website which is obscene, defamatory, or which infringes any party’s intellectual property rights; and

(c)   not remove the copyright or trade mark notice from any FT Forums Content.

3. PRIVACY POLICY

All information received by you from your use of the Website will be used by FT in accordance with our Privacy Policy, or on request in writing. Please read this for details of how we may process your personal data.

4. THIRD PARTY SITES AND SERVICES

The Website may contain links to other Internet websites or online and mobile services provided by independent third parties (what we call “Third Party Sites”) either directly or through frames.

It is your decision whether you purchase or use any third party products or services made available on or via Third Party Sites and in no circumstances do we accept responsibility for your use of Third Party Sites or in respect of any Third Party products or services. Our Privacy Policy does not apply to Third Party Sites.

If the Website contains advertising or sponsorship such advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website complies with international and national law. FT is not responsible for any error or inaccuracy in advertising or sponsorship material.

Copyright in any software that may be made available for download from the Website belongs to FT or its suppliers. Your use of the software is governed by the terms of any licence agreement that may accompany or be included with the software. Do not install or use any of this software unless you agree to such licence agreement. FT is not responsible for any technical or other issues that may happen if you download third party software.

5. GENERAL

You may not license or transfer any of your rights under these terms and conditions. We may transfer any of our rights or obligations under these terms and conditions to any company within the Financial Times group of companies but if we do so we will ensure that any company to whom we transfer our rights or obligations will continue to honour your rights under them.

If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these terms and conditions, which will remain in full force and effect.

Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy. Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.

These terms and conditions constitute the entire agreement between you and the FT relating to your use of the Website. They supersede all previous communications, representations and arrangements, either written or oral.

FT promises to develop and operate the Website with reasonable skill and care and will use reasonable efforts to promptly remedy any faults of which it is aware.

HOWEVER FT DOES NOT MAKE ANY PROMISES IN RESPECT OF THE WEBSITE OR OF THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PUBLISHED ON THE WEBSITE TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND DUTIES (EXCEPT ANY DUTIES OF GOOD FAITH) OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. FT ALSO DOES NOT MAKE ANY PROMISES AS TO THE TIMELINESS, SECURITY, PERFORMANCE OR AVAILABILITY OF THE WEBSITE AND DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION THAT THE WEBSITE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

6. CORPORATE INFORMATION

The Financial Times Limited is owner of FT Forums and FT Forums Website, and its corporate details are as follows: registered office address is Bracken House, 1 Friday Street, London EC4M 9BT; company number is 227590; VAT number GB226162332; and Data Protection Registration Number is Z7087146. 

7. CHANGES TO TERMS AND CONDITIONS

These terms and conditions were published on 4 September 2019 and replace with immediate effect the terms and conditions previously published on 20 August 2018.

FT FORUMS MEMBERSHIP TERMS AND CONDITIONS

These Terms and Conditions together with the Term Sheet (the “Agreement”) form the agreement between the Member and the Financial Times entity (“FT”) specified on the Term Sheet for Membership of FT Forums.

In the case of conflict or ambiguity between these Terms and Conditions and the Term Sheet, the Term Sheet shall take precedence to the extent of such conflict or ambiguity. This Agreement applies to the exclusion of any other terms that Member seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1 INTERPRETATION

1.1 In this Agreement, words and phrases have the meaning given to them in the Term Sheet and these Terms and Conditions.

Attendee(s)” has the meaning given to it in clause 2.2;

Confidential Information” means information of a confidential nature and information marked confidential but (a) shall not include information that (i) is or becomes available to the public through no wrongful act of the receiving party; and/or (ii) is independently developed; and (b) it shall not be confidential that Member is a member of FT Forums or that Member and Attendees attend FT Forums Events;

Corporate Member” means the corporate member specified on the Term Sheet;

Data Protection Laws” means any applicable privacy and data protection legislation, including without limitation the Data Protection Act 2018 and all subordinate legislation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Regulation on Privacy and Electronic Communications, and the state and federal laws, rules, and regulations of the United States where applicable;

Event Materials” means any materials (whether printed or online) relating to FT Forums and/or FT Forums Events including marketing and promotional materials, speaker papers and presentations, recordings, footage and photographs of any FT Forums Event, member, attendee and speaker lists, and the FT Forums Website, but excludes any materials created or provided by Member and its Attendees;

Force Majeure Event” means events, circumstances or causes not within FT’s reasonable control including, without limitation, acts of God, flood, lightning, storm, abnormally inclement weather, fire, explosion, earthquake, natural disaster, subsidence, collapse of buildings, epidemic, failure or shortage of power supplies, interruption or failure of utility service, war, military operations, riot, crowd disorder, airport closure or disruption, strike, lock-outs, other industrial action, or terrorist action or civil commotion;

FT Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with FT;

FT Forums” means members-only forums created and managed by FT which provide current and future business leaders access to a series of events and content aimed at helping them to make informed business decisions;

FT Forums Email Address” means forums@ft.com or such other email address as is advised to Members from time to time;

FT Forums Events” means any event organised by or on behalf of FT under the FT Forums brand;

FT Forums Website” means the website at http://forums.ft.com;

Individual Member” means the member specified on the Term Sheet where that member is an individual;

IPRs” means all present and future copyright, moral rights (if any), database rights, trade marks, trade secrets, patents, rights to inventions, business names, domain names, rights in get-up, goodwill, and the right to sue for passing off, rights in designs, rights to use and protect the confidentiality of confidential information (including know-how), and all related rights and neighbouring rights, and any other intellectual property rights of whatsoever nature throughout the world in each case whether or not registered or capable of registration including all renewals and/or extensions thereof;

Member” means the Individual Member or Corporate Member specified on the Term Sheet as applicable;

Membership” has the meaning given to it in clause 2.1, and “Individual Membership” and “Corporate Membership” shall mean Membership granted to an Individual Member or Corporate Member under this Agreement, as the case may be;

Membership Fees” means the fees set out on the Term Sheet and any additional fees agreed in writing between the parties;

Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America;

Term” shall mean the period set out on the Term Sheet, and any additional renewal period agreed in writing between the parties;

Terms and Conditions” means these terms and conditions; and

Term Sheet” means the term sheet agreed between Member and FT for participation in FT Forums.

2. MEMBERSHIP

2.1 FT grants Member membership to FT Forums as specified in the Term Sheet and on the terms set out in this Agreement (“Membership”) for the Term. In consideration of payment of the Membership Fees by Member, Member may participate in the FT Forum(s) and shall be entitled to the Membership benefits set out in the Term Sheet (“Membership Benefits”).

2.2 Corporate Member acknowledges and agrees that it is responsible and liable for the acts and omissions of the individual(s) that participate in FT Forums and attend FT Forums Events on its behalf under its Corporate Membership (“Attendees”), and Corporate Member will procure that its Attendees read and comply with these Terms and Conditions.

2.3 Corporate Member shall provide FT with any assistance reasonably requested from time to time by FT to facilitate Corporate Member’s use of its Membership and FT’s performance of its obligations under this Agreement, including providing FT with the names, titles, and contact details of its Attendees.

3. MEMBERSHIP FEES

3.1 FT shall invoice Member for the Membership Fees, and Member will pay FT the Membership Fees. Unless otherwise agreed in writing, Member will pay each invoice submitted to it by FT within 30 days of the invoice date to a bank account nominated in writing by FT from time to time.

3.2 All amounts payable by Member under this Agreement are (a) exclusive of any applicable VAT and/or any sales tax; and (b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

3.3 Without prejudice to any other right or remedy that FT may have, if Member fails to make any payment due to FT under this Agreement by the due date for payment, then: (a) FT may suspend Member and/or its Attendees access to FT Forums Events and/or Membership Benefits until payment has been made in full; and/or (b) Member will pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank plc’s base rate from time to time. Such interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Member will pay the interest together with the overdue amount. This clause 3.2 will not apply to payments that the Member disputes in good faith.

4. FT FORUMS EVENTS

4.1 Member must, and Corporate Member will procure that its Attendees will;

(a) comply with these Terms and Conditions and other reasonable instructions given to them by or on behalf of FT as regards their participation in FT Forums and/or FT Forums Event(s);

(b) behave in a professional and appropriate manner when attending FT Forums Events; and

(c) advise FT of any special access requirements at the time of accepting or declining FT Forums Event invites by emailing the FT Forums Email Address.

4.2 FT may refuse admission or remove Member or Attendee(s) from any FT Forums Event for failure to comply with these Terms and Conditions or if, in the sole discretion of the FT, Member or Attendee(s) represents a security risk, nuisance or annoyance to the running of the FT Forums Event or any attendee, or for any other reason in FT’s sole discretion.

4.3 Corporate Member’s Term Sheet will contain a limit on the number of Attendees who may be invited to and attend FT Forums Events. If the number of acceptances FT receives from a Corporate Member exceeds this attendance limit for any FT Forums Event, then Corporate Member will determine which Attendees may attend the relevant FT Forums Event.

4.4 Member acknowledges that due to space and attendance limitations, places at specific FT Forums Events are not guaranteed.

4.5 The focus and content of all FT Forums Events, including the invited speakers and attendees, is within the sole discretion of FT and no rights in respect of the same are granted to Member.

5. CHANGES, CANCELLATIONS, AND POSTPONEMENTS

5.1 Member must, and Corporate Member will procure that its Attendees will, notify FT as soon as reasonably practicable by emailing the FT Forums Email Address if Member and/or Attendee(s) are no longer able to attend a FT Forums Event for which they are registered.

5.2 In certain circumstances it may be necessary for FT to alter the content, format, venue, speakers and/or timing of a FT Forums Event. Member will be notified of any substantial changes prior to the FT Forums Event. Member acknowledges that speakers and attendees at FT Forums Events are subject to change, and any information and/or biographies are illustrative of the calibre of speaker(s) or attendee(s) but are not guaranteed.

5.3 FT may in exceptional circumstances need to postpone or cancel a FT Forums Event, and FT will notify Member as soon as reasonably practicable of any such postponement or cancellation. In the case of postponing a FT Forums Event, the replacement date of such FT Forums Event shall be in FT’s sole discretion and will be notified to Member as soon as practicable. MEMBER ACKNOWLEDGES AND AGREES THAT FT SHALL NOT BE LIABLE FOR ANY EXPENDITURE, DAMAGES OR LOSS INCURRED BY MEMBER OR ITS ATTENDEES AS A RESULT OF THE CANCELLATION OR POSTPONEMENT.

6. RECORDINGS, FOOTAGE AND PHOTOGRAPHS

6.1 Member acknowledges and agrees that:

(a) FT Forums Events may be filmed and recorded by audio, visual, audio-visual or electronic means or photographed (including footage or photographs of individuals or groups of attendees), and Member and Attendee(s) must inform the photographer(s) at the FT Forums Event(s) if Member or Attendee(s) do not wish to be included in any individual or group footage or photographs;

(b) FT, FT Affiliates, and any third party licensed by FT, is permitted to use and distribute footage and photographs from FT Forums Events, which may feature images of Member and Attendee(s), in any media (including social media) whether now known or hereafter to be invented throughout the world in perpetuity for the purposes of advertising, publicity, reporting and otherwise in relation to the exploitation of such recordings and photographs; and

(c) notwithstanding any clause to the contrary, Member and Attendee(s) shall not have any claim to compensation or benefits or any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of their name, image, picture, voice, or likeness in connection with such footage or photographs.

6.2 Member and Attendees are permitted to take photographs at FT Forums Events for personal and non-commercial use. Member and Attendee(s) must not make video or audio recordings of any FT Forums Events, or use any photographs for commercial purposes, unless expressly permitted by FT. Member acknowledges and agrees that it is solely liable for any photographs, footage, or other recordings that Member and Attendees take or make at FT Forums Events, including without limitation for claims of intellectual property infringement or the violation of the right of publicity or privacy.

7. INTELLECTUAL PROPERTY

7.1 Subject to clause 7.5, FT (or its licensors) is the owner of all IPRs in the Event Materials, the brand “FT Forums”, and the names of the individual FT Forums and FT Forum Events.

7.2 Unless otherwise agreed by FT, Event Materials must not be reproduced or distributed other than within Corporate Member’s organisation for its internal business purposes. Any reproduction of the Event Materials must contain the proprietary notices that appear on the Event Materials (if any).

7.3 Membership does not grant Member the right to use any of FT’s logos, trade marks, service marks or brand names (whether registered or unregistered) in any manner except that, subject to clause 7.4, Member and its Attendees may refer to their involvement in “FT Forums” and/or at FT Forums Events (as the case may be). No other use of FT’s logos, trade marks, service marks or brand names (whether registered or unregistered) is permitted without FT’s prior written permission.

7.4 Member must not associate itself with FT, FT Affiliates, or FT Forums other than as strictly permitted by FT and/or this Agreement, and must not represent to any third party that FT endorses Member or Member’s products and services nor hold itself out to any third party as representing FT. Member must not do, or permit to be done, anything which may reasonably be interpreted by FT as being prejudicial, detrimental or denigrating to FT Forums, FT and FT Affiliates, or FT’s brands.

7.5 Corporate Member (or its licensors) is the owner of all IPRs its trade marks, service marks, and brand names. Corporate Member grants to FT and FT Affiliates a limited, non-transferable and non-sublicensable, royalty-free, worldwide, and non-exclusive licence during the Term to:

(a) use the name and logo of Corporate Member for the sole purposes of identifying Corporate Member as a member of FT Forums in marketing and promotional materials in connection with FT Forums and including Member in FT Forums Events attendee lists; and

(b) otherwise reproduce, use and display Corporate Member’s trade marks, service marks or brand name(s) (whether registered or unregistered) for the purposes of marketing and promotion in connection with FT Forums and/or FT Forums Events provided that FT shall first submit a sample of such use to Corporate Member for its review and prior written approval, which can be withheld or denied in Corporate Member’s sole discretion. All goodwill associated with FT’s use of the Marks shall accrue to Corporate Member.

8. CONFIDENTIALITY

8.1 Member and FT must keep in strict confidence all Confidential Information that has been disclosed or made available to it (“receiving party”) by or on behalf of the other party (“disclosing party”) under or in connection with this Agreement. The receiving party may only disclose Confidential Information to its directors, officers, employees, Attendees, external advisors, FT Affiliates and FT subcontractors, who need to know it for the purpose of exercising and discharging the receiving party’s rights and obligations under this Agreement, and will ensure that any person or entity who receives Confidential Information will comply with the confidentiality restrictions and obligations contained in this Agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

8.2 For the avoidance of doubt, FT shall not be liable to Member for a breach of confidence by another member of FT Forums, an attendee at a FT Forums Event, or any other third party arising from or in connection with their participation in FT Forums.

9. DATA PROTECTION

9.1 In this clause 9, “controller”, “personal data”, “processing”, and “processor” have the meanings given to them in GDPR.

9.2 FT will comply with its obligations under Data Protection Laws in respect of processing personal data in connection with this Agreement.
9.3
Member acknowledges and agrees that:

(a) FT will contact Member and Attendees in connection with the organisation and administration of FT Forums and FT Forums Events; and

(b) FT may include Member’s and Attendees’ name, title and the name of their employer on a FT Forums membership list and/or FT Forums Event attendee list(s) and provide such lists to other members of FT Forums and attendees of FT Forums Events for the purposes of identifying membership status and networking and meetings. If Individual Member or Attendee(s) does not wish to be included on these lists, please email the FT Forums Email Address; and

(c) Member and Attendee(s) must keep any and all FT Forums membership list(s) and FT Forums Event attendee list(s) strictly confidential and not disclose such lists or their contents to any third party. In addition, Member must not, and Corporate Member will procure that its Attendees will not, use the personal data contained in such lists for marketing or promotional purposes or any other purposes without FT’s prior written consent or the consent of the relevant individual.

9.4 Corporate Member:

(a) acknowledges that for the purposes of Data Protection Laws, FT is an independent data controller in respect of any personal data processed by it in connection with this Agreement and FT is not a processor of personal data on behalf of Corporate Member; and

(b) will comply with its obligations under Data Protection Laws in respect of processing personal data in connection with this Agreement and will ensure, prior to disclosing any personal data to FT, that it has all necessary rights, notices and/or permissions as required by Data Protection Laws to lawfully disclose that personal data to FT for the purposes contemplated by this Agreement (including individuals’ participation in FT Forums and FT Forums Events).

9.5 Further information about how FT processes Member’s and Attendees’ personal data is available in FT’s privacy policy at https://help.ft.com/help/legal-privacy/privacy/.

10. TERMINATION

10.1 Either party may terminate this Agreement immediately by giving notice in writing to the other party if:

(a) the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice requiring it to do so; and/or

(b) the other party ceases or threatens to cease to carry on its business; has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets; passes a resolution for its winding up; a court of competent jurisdiction makes an administration order or liquidation order or similar order; enters into any voluntary arrangement with its creditors; is unable to pay its debts as they fall due; or is the subject to a bankruptcy petition; or any analogous event occurs to the other party in any jurisdiction.

10.2 FT may terminate this Agreement immediately by giving notice in writing to Member:

(a) if Member fails to pay any amount due under this Agreement on the due date for payment and remains in default 14 days after being notified by FT in writing to make such payment;

(b) if control (meaning the majority shareholding or the capacity to control day-to-day management) of Corporate Member passes to a competitor of FT (as reasonably determined by FT);

(c) if Member is or becomes (or Corporate Member’s shareholders, directors or Attendees are or become) disqualified as a director in any jurisdiction, rejected or disbarred from any professional body or the subject of any professional or regulatory investigation, or subject to any Sanction, or if the continuation of the Agreement would (in the reasonable opinion of FT) expose FT or any FT Affiliates to any Sanction; or

(d) if FT dissolves FT Forums and/or the individual FT Forum that Member is a member of.

10.3 If in Member’s discretion it no longer wants to be associated with FT Forums, then Member may terminate this Agreement by giving 90 days’ notice in writing to FT. For the avoidance of doubt, if Member exercises its right to terminate this Agreement under this clause 10.3, Member shall not be entitled to any refund of Membership Fees.

10.4 On termination or expiry of this Agreement:

(a) Member’s Membership shall terminate and Member shall no longer be entitled to the Membership Benefits;

(b) subject to clause 10.4(c), Member shall pay the Membership Fees and any interest payable under this Agreement to FT;

(c) if FT terminates this Agreement under clause 10.2(d) only, FT shall refund Member such pre-paid Membership Fees (or Member shall not be obligated to pay FT such Membership Fees as the case may be) pro-rata proportional to the period of the Membership Term remaining as at the date of termination;

(d) each party shall cease using and delete the other party’s Confidential Information within its possession or control;

(e) the rights and licences granted under clause 7 shall terminate; and

(f) clauses which expressly or by implication survive expiry or termination of this Agreement will continue in full force and effect.

10.5 The termination or expiry of this Agreement will not affect any of the parties’ rights and remedies that have accrued as at termination.

11. WARRANTIES

11.1 Member and FT each warrant that it is entitled to and has the necessary authority to enter into this Agreement.

11.2 Member warrants that: (a) it is authorised to grant FT the rights set out in this Agreement, including in the case of Corporate Member the licence granted under clause 7.5; and (b) Member is not and has not been (and that Corporate Member’s shareholders, directors and Attendees are not and have not been) disqualified as a director in any jurisdiction, rejected or disbarred from any professional body or the subject of any professional or regulatory investigation, and are not subject to any Sanctions.

11.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, NO WARRANTY, CONDITION, REPRESENTATION OR UNDERTAKING, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IS GIVEN OR ASSUMED BY EITHER MEMBER OR FT (OR FT AFFILIATES OR FT OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS), AND ALL SUCH WARRANTIES, CONDITIONS, REPRESENTATIONS AND UNDERTAKINGS ARE HEREBY EXCLUDED. WITHOUT LIMITATION, FT MAKES NO WARRANTY OR REPRESENTATION (a) REGARDING THE NUMBER, SENIORITY OR IDENTITY OF THE SPEAKERS AND/OR ATTENDEES AT ANY FT FORUMS EVENT OR THE RETURN ON INVESTMENT THAT MEMBER WILL OBTAIN BY ACQUIRING MEMBERSHIP OR (b) ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJOYMENT.

11.4 Member acknowledges that it is entering into this Agreement for purposes related to its trade, business, and/or profession and not as a consumer.

12. LIABILITY

12.1 NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR:

(A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;

(B) FRAUD OR FRAUDULENT MISREPRESENTATION;

(C) MEMBER’S OBLIGATION TO PAY THE MEMBERSHIP FEES AND ANY INTEREST OWING UNDER THIS AGREEMENT;

(D) INTENTIONAL MISCONDUCT, BREACH, OR RECKLESSNESS;

(E) ARISING UNDER CLAUSE 12.5;

(F) PRODUCT LIABILITY CLAIMS; OR

(G) ANY LIABILITY WHICH CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

12.2 SUBJECT TO CLAUSE 12.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFIT, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVING WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE.

12.3 SUBJECT TO CLAUSE 12.1, 12.2, AND 12.4, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) £250,000 OR (B) AN AMOUNT EQUAL TO 200% OF THE MEMBERSHIP FEES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE.

12.4 SUBJECT TO CLAUSE 12.1 AND 12.2, A PARTY’S LIABILITY TO THE OTHER PARTY (A) UNDER OR IN CONNECTION WITH A BREACH OF CLAUSES 7 (INTELLECTUAL PROPERTY) OR 8 (CONFIDENTIALITY); OR (B) FOR ANY PROPERTY DAMAGE OR DESTRUCTION ARISING FROM THE ACT OR OMISSION OF MEMBER (OR ITS ATTENDEE(S)); SHALL NOT EXCEED £1,000,000, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE.

12.5 MEMBER WILL KEEP FT INDEMNIFIED AGAINST ALL LIABILITIES, COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF REPUTATION AND ALL INTEREST, PENALTIES AND LEGAL COSTS (CALCULATED ON A FULL INDEMNITY BASIS)) SUFFERED OR INCURRED BY FT AS A RESULT OF OR IN CONNECTION WITH A CLAIM MADE AGAINST FT BY A THIRD PARTY TO THE EXTENT SUCH CLAIM ARISES OUT OF OR IN CONNECTION WITH (A) BREACH OR ALLEGED BREACH OF THIS AGREEMENT BY, OR THE NEGLIGENCE OF, MEMBER AND/OR ITS ATTENDEE(S); OR (B) A BREACH OR ALLEGED BREACH OF THAT THIRD PARTY’S RIGHTS BY MEMBER AND/OR ITS ATTENDEE(S).

12.6 Views expressed by speakers at FT Forums Events are their own and not necessarily the views of FT and, to the maximum extent permitted by law, FT disclaims all liability for any information given or views expressed at FT Forums Events. Any Event Materials are intended for information only and should not be relied upon.

13. FORCE MAJEURE

13.1 FT will not be in breach of this Agreement, nor liable for delay in performing, or failure to perform, any of its obligations under it (including for any delay or failure to host a FT Forums Event) if such delay or failure results from a Force Majeure Event. Either party may terminate this Agreement on written notice, if a Force Majeure Event prevents, hinders, or delays FT’s performance of its obligations under this Agreement for a continuous period of 90 days’ and/or if FT is in its reasonable opinion unable to continue to operate FT Forums and/or the individual FT Forum that Member is a member of as contemplated by this Agreement due to a Force Majeure Event.

14. ANTI FINANCIAL CRIME LAWS

14.1 In this clause 14, “Anti-Financial Crime Laws” means any and all applicable laws relating to bribery, corruption, modern slavery, money laundering, tax evasion or other financial crimes, including the US Foreign Corrupt Practices Act, the Bribery Act 2010, the Modern Slavery Act, the Proceeds of Crime Act 2002 and the Criminal Finances Act 2017 where applicable.

14.2
Member and FT will at all times:

(a) comply with the Anti-Financial Crime Laws;

(b) not engage in any activity, practice or conduct which would constitute an offence under any Anti-Financial Crime Laws;

(c) have and maintain in place such policies and procedures as are reasonable to ensure compliance with the Anti-Financial Crime Laws; and

(d) promptly report to the other party any actual or suspected breach of any Anti-Financial Crime Laws (or any person acting on such notifying party’s behalf) in connection with the performance of this Agreement, or any act or omission (or any person acting on such notifying party’s behalf) that would put the other party in actual or suspected breach of any Anti-Financial Crime Laws.

15. GENERAL

15.1 Member will, and will ensure that its Attendees will, comply with the FT Forums Website Terms & Conditions (at http://forums.ft.com) when accessing and using the FT Forums Website.

15.2 Any notice given in connection with this Agreement will be in writing, addressed to that party at its address on the Term Sheet (or such other address as that party may have specified from time to time in accordance with this clause), and will be sent by courier or email. A notice will be deemed to have been received: on the date and at the time that the courier’s delivery receipt is signed if sent by courier; or one business day after transmission if sent by email.

15.3 This Agreement constitutes the entire agreement between Member and FT relating to Membership of FT Forums, and it supersedes and extinguishes all previous communications, representations and arrangements, either written or oral.

15.4 If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of the Agreement, which will remain in full force and effect.

15.5 A person who is not a party to this Agreement (such as Attendees) will not have any rights to enforce its terms.

15.6 Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

15.7 Nothing in this Agreement shall constitute a partnership, agency, joint venture or agreement of employment between the parties.

15.8 FT may assign any benefit or transfer, delegate or sub-contract any of its duties or obligations under this Agreement. Member shall not assign, transfer, delegate or sub-contract any of their rights or obligations under this Agreement to any third party without the prior written consent of FT.

15.9 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO HAVE A TRIAL IN FRONT OF A JURY, instead electing that all claims and disputes shall be resolved by a judge.

15.10 Waiver of Class Actions. Member waives any right to pursue an action on a class-wide basis against FT and may only resolve disputes with FT on an individual basis, and may not bring a claim against FT as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

16. GOVERNING LAW AND JURISDICTION

16.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and to the extent possible the parties submit to the exclusive jurisdiction of the English courts, unless Member is a Member of FT Forums in the United States where this Agreement shall  be governed by and construed in accordance with the laws of New York and the parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

17. UPDATES TO AND PUBLICATION OF TERMS AND CONDITIONS

17.1 FT may update these Terms and Conditions at any time for legal or regulatory reasons, or to reflect changes in FT’s services or business practices. Updated Terms and Conditions will be posted on the FT Forums Website and will come into effect on the date they are posted, subject to the following. We will provide notice to Member of any significant changes, or changes that materially affect Member’s rights or obligations, and those changes will be deemed to come into effect as notified to Member, unless Member objects in writing within 14 days’ of such notification.

17.2 These Terms and Conditions were published on 4 September 2019 and replace with immediate effect the terms and conditions previously published on 20 August 2018.