London Business Forum Terms of Service

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE AND THE SERVICE. PLEASE NOTE THE TERMS OF THESE SERVICES ARE DETAILED AND AGREED VIA EMAIL CORRESPONDENCES BETWEEN THE PARTIES.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PROCEED ANY FURTHER AND DO NOT ACCEPT THESE TERMS.

BACKGROUND

(A) The Supplier is in the business of providing online live or recorded video content via a video conferencing facility or its online catalogue.

(B) The Customer agrees to obtain and the Supplier agrees to provide the Licences on the terms set out in this agreement.

Agreed terms

1.Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions

Applicable Laws: all applicable laws, statutes, regulations from time to time in force.

Applicable Data Protection Laws: means:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer or End-User.

Conduct of Licence: the list of obligations stated in the End-Users Terms and Conditions and End-User Acceptable Use Policy and the terms of conditions of the Supplier’s site.

Dashboard: the control panel of the Site https://www.londonbusinessforum.com/member-area, where you as a Customer have logged in and detailed the type of service and fee with the Supplier.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

End-Users: a user(s) that the Customer has given access to the Training Service under the terms of this agreement. The number of End-Users is detailed in the Dashboard.

Key Information Page(s): the email correspondence between the parties detailing the Training Service, username, number of End-Users, Fees and other important that forms the basis of this agreement prior to the acceptance of these terms.

Training Service(s): the services as set out in Key Information Page.

Supplier Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a controller.

Site: the website with following address https://www.londonbusinessforum.com/ and connected webpages.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause and paragraph headings shall not affect the interpretation of this agreement.

1.3 The Key Information Page forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Key Information Page.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to writing or written includes email.

2. Commencement and duration

2.1 This agreement shall commence on the date when a licence fee (the “Fee”) is paid by the Customer and shall continue until the first anniversary of the date when it shall terminate automatically without notice.

2.2 If the Customer wishes to increase the number of End-Users agreed in the Key Information Page with consent of the Supplier, the Supplier shall increase the agreed Fee up to pro-rata increase of End-Users as compared to what was agreed in Key Information Page.

2.3 The Supplier shall provide grant the Training Service to the Customer in accordance with this agreement from date of payment or as soon as practicable possible.

3. Supplier's responsibilities

3.1 The Supplier shall use reasonable endeavours to manage and supply the Training Service, to the Customer and the End-Users, in accordance with this agreement.

4. Customer's obligations

4.1 The customer shall:

(a) co-operate with the Supplier in all matters relating to the Training Service;

(b) to abide to the Conduct of Licence;

(d) to abide to the acceptable use policies and terms and conditions on the Site;

(e) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required for the Key Information Page or otherwise reasonably required by the Supplier in connection with the Training Service and ensure that they are accurate and complete;

(f) provide to the Supplier in a timely manner all details of End-Users within the Licence, specifically their email, position and relation to the Customer and name;

(g) provide to the Supplier, any necessary details of the End User as required for the Key Information Page;

(h) notify the Supplier to any change of user within the End-Users as soon as reasonably possible; and

(i) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Training Service.

For the avoidance of doubt clause 4.1 (b) is a condition of this agreement and any breach of this provision shall be seen as a material breach.

4.2 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

5. Fee and payment

5.1 In consideration of the provision of the Training Service by the Supplier, the Customer shall pay the Fee as set out in the Key Information Page.

5.2 The Supplier may increase the Fee on an annual basis with effect from each anniversary of the date of this agreement.

5.3 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time.

5.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.4(a) will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

(b) the Supplier may suspend all or part of the Training Service until payment has been made in full.

5.5 All sums payable to the Supplier under this agreement 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).

6.Intellectual property rights

6.1 In relation to the License:

(a) the Supplier shall retain ownership of all Intellectual Property Rights in any and all content the License allows for the Customer and End-Users to view;

(b) the Supplier grants the Customer a licence during the term of this agreement access only to the End-Users to view and stream content belonging or licenced to the Supplier on the Site; and

(c) the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.1(b) unless they are a End-User.

7.Data protection

7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

7.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

7.3 The parties have determined that for the purposes of Applicable Data Protection Laws:

(a) the Supplier shall process the personal data of the End Users as set out in paragraph 1.1 of Schedule 1 as processor on behalf of the Customer; and.

(b) the Supplier shall act as controller of the personal data set out in paragraph 1.2 of Schedule 1.

7.4 Should the determination in clause 3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 7 and Schedule 1.

7.5 The Customer consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier's privacy policy available at londonbusinessforum.com/privacy-policy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.

7.6 Without prejudice to clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier and/or lawful collection of the same by the Supplier for the duration and purposes of this agreement.

7.7 In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

7.8 Without prejudice to clause 7.2, the Supplier shall, in relation to Customer Personal data:

(a) ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(b) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(c) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(d) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 8(d), Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and

(e) maintain records to demonstrate its compliance with this clause 7.

7.9 The Customer provides its prior, general authorisation for the Supplier to:

(a) appoint processors to process the Customer Personal Data, provided that the Supplier:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 7;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

7.10 Either party may, at any time on not less than 30 days' notice, revise this clause 7 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

7.11 The Supplier's liability for losses arising from breaches of this clause 7 is as set out in clause 10.7(b)

7.12 The Supplier shall keep the Customer’s and/or their End-Users personnel for a period as detailed in the Privacy Policy of the Site (https://www.londonbusinessforum.com/privacy-policy).

8.Confidentiality

8.1 Each party undertakes that it shall not at any time, and for a period of three years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.

8.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

9. Charge Clause

9.1 If you or any of your End-Users breach the Conduct of Licence in regard to the use and access to the Content made available by this service, you shall be liable to a charge of 5% of the Fee plus Vat for each infraction.

9.2 The parties agree this is not a penalty clause and the charge is not out of proportion to protect the Supplier’s interest because of the importance of the Intellectual Property Rights to the Supplier’s business and the potential for significant harm if Customer and/or End-User were to unlawfully exploit the Intellectual Property Rights of the Supplier.

10. Limitation of liability

10.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £2000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

10.4 Nothing in this this clause 10 shall limit the Customer's payment obligations under this agreement.

10.5 Nothing in this agreement shall limit the Customer's liability under the following clause 9.4 (IPR indemnities).

10.6 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

10.7 Subject to clause 10.3 (no limitations in respect of deliberate default) and clause 10.6 (liabilities which cannot legally be limited), the Supplier's total liability to the Customer:

(a) for damage to property caused by the negligence of its employees and agents in connection with this agreement shall not exceed £2500 for any one event or series of connected events;

(b) for loss arising from the Supplier's failure to comply with its data processing obligations under clause 7 (Data protection) shall not exceed £2500; and

10.8 Subject to clause 10.3 (No limitations in respect of deliberate default), clause 10.4 (No limitation on the customer's payment obligations), clause 10.5 (liability under identified clauses) and clause 10.6 (Liabilities which cannot legally be limited), this clause 10.8 specifies the types of losses that are excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

11. Termination

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

(a) the other party or End-User commits a material breach of any term of this agreement (including the obligations in the Key Information Page) and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(b) the other party or End-User repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the Customer, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(c) to clause 14.1(i) 11.1(i) (inclusive);

(l) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(m) the Customer financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

11.2 For the purposes of clause 11.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a) a substantial portion of this agreement; or

(b) any of the obligations set out in clause 4,

over the term of this agreement month period during the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

11.3 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

(b) there is a change of Control of the Customer.

12. Obligations on termination and survival

12.1 Obligations on termination or expiry

On termination or expiry of this agreement:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Training Service supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and

(b) the Supplier shall cancel the License.

12.2 Survival

(a) On termination or expiry of this agreement, the following clauses shall continue in force: clause 1 (Interpretation), , clause 6 (Intellectual property rights), clause 8 (Confidentiality), clause 10 (Limitation of liability), clause 12 (Consequences of termination), clause 16 (Waiver), clause 18 (Severance), clause 20 (Conflict), clause 25 (Governing law) and clause 26 (Jurisdiction).

(b) Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

13. Force majeure

13.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;

(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) non-performance by suppliers or subcontractors; and

(i) interruption or failure of utility service.

13.2 Provided it has complied with clause 13.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

13.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

13.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 2 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 2 weeks' written notice to the Affected Party.

14. Assignment and other dealings

14.1 This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

14.2 The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that the Supplier gives prior written notice of such dealing to the Customer.

15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Waiver

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

16.2 A failure or delay by the Supplier to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

18.2 If any provision or part-provision of this agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Entire agreement

19.1 This agreement 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, relating to its subject matter, excluding the Key Information Page.

19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

20. Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Key Information Page, the provisions of this agreement shall prevail.

21. No partnership or agency

21.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Third party rights

22.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

22.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

23. Notices

23.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified in the Key Information Page.

23.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 23.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Counterparts

24.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement.

24.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

25. Governing Law

This agreement 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.

26. Jurisdiction

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 this agreement or its subject matter or formation.

Schedule 1 Processing, Personal Data and Data Subjects

1. Parties' roles

1.1 Where the Supplier acts as a processor

(a) End-User’s details, such as: Name, email address, job title

1.2 Where the Supplier acts as a controller

(a) End-User’s details, such as: Name, email address, job title

2. Particulars of processing

2.1 As detailed in our Privacy Policy https://www.londonbusinessforum.com/privacy-policy