GLOBAL BARTENDING LTD a company registered in England & Wales under company registration number 11129840 whose registered office address is at 46-54 High Street, Ingatestone, Essex, CM4 9DW
- Definitions & Interpretation
- In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:
Additional Services – any other services other than the Event Management Services agreed to be provided by the Event Manager to the Client on agreed terms and set out in the Services Sheet;
Charges – the Event Manager’s charges disbursements and costs from time to time in connection with the provision of the Event Management Services or the Additional Services (as the case may be) unless otherwise expressly agreed with the Client and specified in the Agreement;
Commencement Date – the date of this Agreement;
Confidential Information – all information whether financial, technical or commercial relating to the affairs of a party (including without limitation all information contained or embodied in any Documents and all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure;
Client Material – any Documents or other materials, and any data or other information provided by the Client relating to the Services;
Documents – includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data;
Employees – the persons to be employed or engaged by the Event Manager in connection with the Event.
Event – the event organised by or on behalf of the Client as further specified and described in the Letter of Engagement;
Event Manager Material – any Documents or other materials, and any data or other information provided by the Event Manager in connection with or relating to the Services including any targeted press or mailing list;
Event Management Services – means the [specify service] services to be provided by the Event Manager for the Client and specifically set out in the Services Sheet (and the Services shall include the Additional Services where the context admits);
Equipment – the equipment listed in the Letter of Engagement
Fees – the fees payable by the Client pursuant to the provisions of this Agreement as set out in the Letter of Engagement
Force Majeure Event – any circumstances or event beyond the party’s reasonable control and shall include (without limitation) act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, pandemic prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of that party or of a third party).
Intellectual Property Rights – all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, formats, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created;
Letter of Engagement – the letter of engagement signed by the Client is respect of the Event specified therein;
Name – the name of the Event or used in relation to the Event as specified in the Letter of Engagement;
Premises – the premises, location or property at which the Event will take place and be managed;
Services Sheet – the sheet setting out the Services as listed in the Letter of Engagement
Term – the period from the Commencement Date to the [insert end date] (being the minimum period for the provision of the Event Management Services) as set out in the Agreement and continuing thereafter in full force and effect unless terminated in accordance with the provisions of this Agreement;
TUPE – means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended, re-enacted or extended from time to time.
- In this Agreement:
- a reference to this Agreement includes its schedules, appendices and annexes (if any);
- a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
- a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- a reference to a gender includes each other gender;
- words in the singular include the plural and vice versa;
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and
- a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.
- Appointment and Event Management
- The Client engages the Event Manager to provide the Event Management Services to the Client and the Event Manager agrees to provide the Event Management Services for the Term upon the terms and subject to the conditions of this Agreement.
- The Client has granted to the Event Manager the sole and exclusive right for the Term to manage the Event and provide the Event Management Services on the terms and conditions set out in this Agreement. The Client appoints and grants to the Event Manager and the Event Manager accepts from the Client the right to manage the Event under the Name as provided in this Agreement.
- All proposals made, quotations given, instructions accepted and contracts entered into by the Event Manager with any person for the supply of the Event Management Services are subject to the provisions of this Agreement to the exclusion of any other terms and conditions purported to be accepted by the Client.
- The Event Manager shall not use the Name or any derivation of the Name or similar name for any other purpose nor for any other premises other than with the prior written consent of the Client.
- The goodwill of the Event and the right to the Name shall not pass to the Event Manager at any time.
- Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Event Manager with all necessary Documents or other materials, and all necessary data or other information relating to the Event Management Services, within sufficient time to enable the Event Manager to provide the Event Management Services in accordance with the Agreement.
- The Event Management Services shall insofar as is reasonably practicable be provided in accordance with the specification (if any) set out in the Event Management Services Sheet but subject to provisions of this Agreement and shall be performed at such times as agreed between the parties.
- The Client shall afford to the Event Manager all reasonable co-operation in all matters relating to the performance of Event Manager’s obligations under the Agreement.
- The Event Manager does not warrant, guarantee or undertake on behalf of any third-party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.
- Event Management Materials
- The Intellectual Property Rights in any Client Material shall belong to the Client.
- The Intellectual Property Rights in any Event Manager Material shall belong to the Event Manager, subject only to the right of the Client to use the Event Manager Material during the Term.
- The Client warrants to the Event Manager that any Client Material and its use by the Event Manager for the purpose of providing the Event Management Services shall not infringe the copyright or other rights of any third party, and the Client shall indemnify Event Manager against any loss, damages, costs, expenses or other claims arising from any such infringement.
- Client’s Obligations
- The Client shall:
- promptly and fully respond to all communications of the Event Manager relating to the provision of the Event Management Services;
- fully and promptly liaise with the Event Manager on matters relevant to the provision of the Event Management Services;
- conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;
- provide proper and clear instructions to the Event Manager in respect of all the Client’s requirements in relation to the Event Management Services, any Additional Services or in connection with the Agreement; and
- pay the Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force.
- Throughout the Term of the Agreement:
- the Client shall at its sole cost and expense afford the Event Manager such access to the Client’s information or records and other materials relevant to the Event Management Services as the Event Manager may require in connection with or to provide the Event Management Services;
- the Client shall assume responsibility for complying with all laws and regulations in connection with the Event Management Services.
- Event Manager’s Obligations
- The Event Manager undertakes and agrees with the Client during the Term of this Agreement to carry out and comply with the obligations set out in this Agreement in respect of the Event.
- The Event Manager shall:
- promptly and fully respond to all communications of the Client relating to the provision of the Event Management Services;
- fully and promptly liaise with Client on matters relevant to the provision of the Event Management Services, any Additional Services and the Fees or Charges;
- conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;
- provide proper and clear requests to the Client in respect of its Fees or Charges and any requirements in relation to the Event Management Services, any Additional Services or in connection with the Agreement;
- pay any sums promptly to the Client when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force;
- shall assume responsibility for complying with all laws and regulations in connection with the Event Management Services.
- During the Term of this Agreement the Event Manager shall:
- provide a disbursements and expenses budget in respect of the Event and from time to time during the Term provide to the Client on a regular basis a detailed reconciliation of the disbursements and expenses budget.
- promptly bring to the notice of the Client any information received by the Event Manager which is likely to be of use or benefit to the Client in the marketing of its own services or products at the Event;
- keep all Client Material, all other information and material supplied by the Client as confidential until approval to release is given by the Client;
- keep the Client fully informed at all times of all material activities of the Event Manager in relation to the promotion of the Event and the provision of the Event Management Services.
- During the Term the Event Manager further undertakes to:
- ensure that the venue has relevant licenses required for the Event. Including but not limited to temporary event notices, music licences, personal licences.
- take all reasonable care to ensure that the Equipment (as set out in the Letter of Engagement) is maintained in at least as good a condition as it is in at the Commencement Date subject to normal wear;
- operate and manage the Event within the Premises;
- ensure that it has sufficient Employees to provide the Event Management Services and that all Employees engaged in the provision of the Event Management Services shall have all necessary and appropriate skills, qualifications, training and experience to provide the Event Management Services in accordance with this Agreement;
- maintain, protect, extend and develop the goodwill of the Event during the Term; and
- to conduct the Event in a lawful, orderly and high-class manner.
- Fees and Charges
- The Client shall pay to the Event Manager the Fees or Charges as set out in the Letter of Engagement as the fees in respect of the Event Management Services.
- Subject to any special terms agreed in writing by the parties, the Client shall pay the Fees and any Charges or any expenses together with such additional sums which are agreed between the Event Manager and the Client for the provision of the Event Management Services and any Additional Services.
- The Client shall be liable for costs or charges incurred as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
- The Event Manager shall be entitled to vary its standard charges from time to time by giving not less than thirty (30) days’ written notice to the Client.
- All sums quoted payable to either party under the Agreement are exclusive of any VAT, for which the other party shall be additionally liable at the applicable rate from time to time.
- A Purchase Order must be raised in full at least 30 days prior to the Event before any agreed works commence, including design, planning and preparation.
- The Fees, Charges and any additional sums due and payable under this Agreement shall be paid in full by the Client into such account as the Event Manager shall instruct (together with any applicable VAT and without any set off or other deduction whether for withholding tax or otherwise) immediately upon receipt of Event Manager’s invoice.
- Subject to any alternative arrangement being set out in the Letter of Engagement, The Fees, Charges and any additional sums due and payable under this Agreement shall be payable as to 50% of the then current Fees, Charges and any additional sums 30 days before the Event and the balance of any Fees, Charges and any additional sums no later than 30 days after the Event.
- The Client shall pay to the Event Manager the cost of any service or item provided by the Event Manager at the specific request of the Client which is not included in the disbursements and support budget annexed to this Agreement.
- If payment is not made on the due date, the Event Manager shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of four per cent (4%) above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.
- The Client shall reimburse the Event Manager for all out of pocket expenses incurred by it in connection with the Event Management Services for the Client whether or not invoiced as part of the Charges.
- The Event Manager shall not be obliged to provide Event Management Services unless all fees and disbursements due to it in relation to the provision of the Event Management Services are received in accordance with the provisions of this Agreement.
- Agreement Term, Event Cancellation and Termination
- This Agreement shall commence on the Commencement Date and shall continue in full force and effect during the Term unless and until earlier terminated in accordance with the provisions of this Agreement.
- The Term shall be renewable upon prior Agreement between the parties to this Agreement as to the relevant applicable terms for such renewal. Following a written notice served by the Client to the Event Manager notifying the Event Manager of its wish to extend the initial term of this Agreement for a further term, the parties undertake to each other to negotiate in good faith the proposed renewal of such term and this Agreement for such period.
- For the avoidance of doubt, the parties acknowledge and agree that, unless otherwise agreed between the parties:
- the Client shall be required to pay in full the Fees, Charges and any additional sums, and the Event Manager is not obliged to return to the Client the Fees, Charges and any additional sums or any part of the Fees, Charges and any additional sums, if the Event is cancelled within thirty (30) business days of the date when it is due to take place or it is cancelled part way through the Event taking place.
- the Client shall be required to pay 50% of the Fees, Charges and any additional sums if the Event is cancelled within more than thirty (30) business days of the date when it is due to take place.
- the Client shall have sole responsibility for the holding and organisation of the Event and except as expressly set out in this Agreement, the Event Manager shall not be liable under this Agreement if the Event does not take place.
- Either party may terminate this Agreement with immediate effect by written notice if the other commits a material breach of this Agreement (and in the case of a breach capable of remedy) fails to remedy it within twenty one (21) days of receipt of a written notice from the party not in default specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.
- Either party may terminate this Agreement with immediate effect on written notice:
- if the other party ceases or threatens to cease to carry on its business or if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party;
- if the other party makes any arrangement for the benefit of its creditors or if the other party goes into liquidation save for the purposes of a genuine amalgamation or reconstruction or becomes bankrupt.
- if the other party shall become bankrupt or have a bankruptcy order made against him if as individuals;
- if the other party shall have a receiving order made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors; or
- if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, or shall cease to carry on business;
- if the other party has been subject to a Force Majeure Event for a continuous period of more than seven (7) days.
- The Agreement may be terminated:
- by the Event Manager any time after the Client has lost any permit or authority in respect of the Premises where the Event is to take place;
- any time after the minimum period as set out in the Agreement (if applicable) by either party upon service of three (3) months’ notice in writing to the other;
- forthwith by the Event Manager if the Client fails to make payment of any sums due under this Agreement on the due date;
- forthwith by either party if the other party shall become unable to pay its debt or otherwise suffers an insolvency event; or
- forthwith by either party upon notice to the other party in the event that the other party or its employees or agents shall have engaged in any conduct prejudicial to the business of the notifying party or in the event that either party considers that a conflict or potential conflict of interest has arisen between the parties.
- Any termination of the Agreement pursuant to this clause 7 shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law.
- Any termination of the Agreement shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
- Upon termination of this Agreement for whatever cause the Event Manager will be paid all money(ies) due to the Event Manager (whether in respect of Fees, Charges or otherwise) after taking into account amounts previously paid together with all other relevant costs as specified in the Letter of Engagement. For the avoidance of doubt, termination of this Agreement for whatever cause shall be deemed to be a cancellation of the Event pursuant to clause 7.3 and the provisions of clause 7.3 shall apply.
- Following termination of this Agreement for whatever reason, the Event Manager shall return or destroy (as the Client shall instruct in writing) no later than seven (7) days after such information, all Client Material, databases, Event specification, technical information and any other data supplied to the Event Manager during the Term and all and any copies made of the whole or any part of the same.
- Following the expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
- Upon request from the Client, the Event Manager shall provide to the Client a certificate, certifying that it has complied with the post termination obligations of this Agreement as set out in this clause 7 except to the extent expressly permitted in writing by the Client.
- Non-Disclosure and Confidentiality
- Each and undertakes to the other party that it will use the Confidential Information solely for the purposes of this Agreement and that it shall not under any circumstances disclose, whether directly or indirectly, to any third party such information other than is required to carry out the purposes of this Agreement or expressly permitted under the provisions of this Agreement.
- The parties agree on the following terms not at any time during the Term to divulge or allow to be divulged to any person any Confidential Information relating to the business or affairs of the other party to this Agreement.
- Each of the parties agree and undertake to the other that they shall each, during and after the Term of this Agreement preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes Confidential Information except:
- in the circumstances set out in clause 8.4 below;
- to the extent otherwise expressly permitted by this Agreement; or
- with the prior consent in writing of the party to whose affairs such Confidential Information relates.
- The circumstances referred to in clause 8.3.1 above are:
- where the Confidential Information is in the public domain;
- where the Confidential Information enters the public domain otherwise than as a result of a breach of the obligations of the party in this clause 8;
- if and to the extent the party makes disclosure of the Confidential Information to any person:
- in compliance with any requirement of law;
- in response to a requirement of any applicable regulatory authority to which the party is subject where such requirement has the force of law; or
- in order to obtain tax or other clearances or consents from the Inland Revenue or other relevant taxing or regulatory authorities; or
- to the employees, directors, agents, consultants and professional advisers of the party.
- Provided always that any such information which may be disclosed pursuant to clauses 220.127.116.11, 18.104.22.168 or 22.214.171.124 shall be disclosed only to the extent required by law and, in the event of such disclosure the relevant party shall seek to obtain from such third parties duly binding agreements to maintain in confidence the information to be disclosed to the same extent at least as the relevant party is so bound under this Agreement.
- Each party further agrees that upon expiry or termination of this Agreement it shall not directly or indirectly, or through any subsidiary or agent or otherwise), seek to or sell, sub-license, market, distribute or otherwise deal with any of any database, or the rights or Intellectual Property Rights (in whole or in part) or have any database developed upon any Confidential Information supplied to it by the other party, or in any way pursuant to this Agreement.
- All information (including, without limitation, the terms of the Agreement, business and financial information, customer, vendor and supplier lists and pricing and sales information) disclosed by either of the parties (the Disclosing Party) to the other party (the Receiving Party) pursuant to the Agreement shall be confidential. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party.
- The restrictions contained in this clause shall continue to apply after the termination or expiry of this Agreement without limit in time.
- Intellectual Property Rights
- All Intellectual Property Rights in the Client Material are and shall remain the property of the Client at all times, and neither the Event Manager nor any third party shall obtain proprietary rights in or to the Client Material under the terms of this Agreement.
- The Event Manager acknowledges that all Intellectual Property Rights in the event management specification and including the content of any database provided by the Client arising in connection with this Agreement shall be the property of the Client.
- The Event Manager shall procure that any third party including its employees, agents, consultants and representatives promptly waives all moral rights in the event management specification and including the content of any database, and the Client Material arising now or in the future under Part I, Chapter IV of the Copyright, Designs and Patents Act 1988, or any similar provisions of law in any jurisdiction.
- At the Client’s request, the Event Manager shall execute specific assignments of all such Intellectual Property Rights and execute, acknowledge and deliver such other documents and take such further action as the Client may require at any time to vest or evidence title in the format of the Event or any specification, the database and the Client Material in the Client.
- The Event Manager shall not (except for the benefit of the Client or as permitted under this Agreement) use or exploit for any purpose whatever (including to the financial detriment or commercial disadvantage of the Client) any of the Client’s Intellectual Property Rights or Confidential Information which the Event Manager receives or obtains as a result of entering into this Agreement or as a result of prior investigations, negotiations or access to information, and shall use its reasonable endeavours to prevent its employees or agents (including the employees and agents of representatives) from doing so.
- The Event Manager undertakes to the Client that it shall not directly or indirectly use or re-create the format, look and feel or business of the Event, the Client Material or anything substantially similar to it for any third party during the Term of the Agreement.
- The Event Manager shall not do or authorise any third party to do any act that would or might invalidate or be inconsistent with the Client’s Intellectual Property Rights, and must not omit to do any act that, by its omission, would have that effect or character, or authorise any third party to omit to do any such act.
- Each Party shall notify the other of any actual, threatened or suspected infringement of any Intellectual Property Rights that comes to that party’s notice, and of any claim by any third party coming to its notice that any Intellectual Property Rights infringes any rights of any other person.
- The Event Manager agrees and acknowledges to the Client that following expiry or termination of this Agreement, the Event Manager shall immediately discontinue use of any Intellectual Property Rights of the Client.
- The Event Manager acknowledges that the Intellectual Property Rights belonging to the Client are only used by the Event Manager under the terms of this Agreement or any express written Agreement pursuant to it during the Term of this Agreement.
- The Event Manager shall not during or after the Term of this Agreement, be entitled to use any name, trade name, trading style or reputational mark used by the Client without the prior written consent of the Client (such consent not to be unreasonably withheld, delayed or conditioned).
- The Event Manager acknowledges and agrees that all Intellectual Property Rights in the sponsorship rights, database, Event format or specification belong to, vest and shall always remain vested in the Client or its respective licensors and that the Event Manager has no right, title or interest in or to such Intellectual Property Rights other than as expressly set out in this Agreement in relation to the licence granted or as permitted by law.
- The Client, at its own expense, shall (i) defend, or at its option, settle any claim or suit brought against the Event Manager by a third party on the basis of infringement of any Intellectual Property Rights by the sponsorship rights, the database provided by the Client or the Client Material (excluding any claim or suit deriving from any Event Manager provided item); and (ii) pay any final judgment entered against the Event Manager on such issue or any settlement of such claim or proceedings, provided that: (i) the Event Manager notifies the Client promptly of each such claim or proceedings; (ii) the Client is given sole control of the defence and/or settlement; and the (iii) Event Manager fully co-operates and provides all reasonable assistance to the Client in the defence or settlement.
- The Event Manager shall indemnify and hold the Client (and its clients or agents) harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the Event Manager of any third party’s Intellectual Property Rights with respect to the use of the Event Manger’s Material, Event Management Services or commercial activities outside the scope of this Agreement; (ii) any access to or use of other database by a third party, and (iii) use by the Client of any other Event Manager provided item.
- The Event Manager shall defend, hold harmless and indemnify the Client (and its clients officers or agents) against all loss, damage, claims, liabilities, fees, costs and expenses arising out of any action brought against the Client based on a claim that the Event Management Services or the Event Manager Material infringe any Intellectual Property Rights of any third party, and shall provide security for all such costs, provided that:
- the Event Manager is notified promptly in writing of any such claim;
- the Client makes no admission or settlement of such claim without the Event Manager’s prior written consent;
- the Event Manager has sole control of the defence and any negotiations for compromise;
- the Client provides, at the Event Manager’s sole cost and expense, such assistance as the Event Manager reasonably requires; and
- it shall not prejudice to the Client’s right to damages for such termination.
- Data protection
- Each party agrees that, in the performance of their respective obligations under this Agreement, it shall comply with the provisions of the Data Protection Schedule
- Warranties and Limitation of Liability
- The Event Manager warrants to the Client that the Event Management Services will be provided using reasonable care and skill.
- Notwithstanding any provision to the contrary, any dates, periods or times specified by the Event Manager in the Agreement are estimates only and time shall not be of the essence for the performance by the Event Manager of its obligations under the Agreement.
- The Client warrants to the Event Manager that the Client is entitled to the benefit of all applicable licences for the Event.
- Except in respect of death or personal injury caused by the Event Manager’s negligence, or as expressly provided in this Agreement, the Event Manager shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of the Event Manager, its servants or agents or otherwise) which arise out of or in connection with the provision of the Event Management Services or their use by the Client.
- The Client agrees to indemnify and keep the Event Manager fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by the Event Manager as a result of negligence or any default by the Client (or its employees, agents or representatives) of its obligations however arising in connection with the Event Management Services, together with expense, claim, loss or damage which the Event Manager or any of its employees, agents, sub-contractors and other clients) may suffer due to the negligence or breach of the Client (or its employees, agents or subcontractors).
- The Client acknowledges and agrees that the express obligations and warranties made by the Event Manager in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) as to the condition, quality performance, satisfactory quality or fitness for purpose of the Event Management Services or any part of them.
- The entire liability of the Event Manager to the Client under or in connection with the Agreement (howsoever arising) shall not in any event exceed the amount of the Fees actually paid by the Client for the provision of the Event Management Services and the Additional Services for the first year of the Agreement.
- The Client shall indemnify the Event Manager against all claims for personal injury or death caused by the negligence of the Client’s employees in connection with the performance of their duties under this Agreement.
- Nothing in this Agreement shall operate to exclude or limit either party’s liability for: death or personal injury caused by its negligence, or any breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, or fraud; or any other liability which cannot be excluded or limited under applicable law.
- The Client shall not be liable for damage to any property or for any losses, claims, actions, proceedings, damages, costs or expenses or other liability incurred by the Event Manager (or any person of its customers or third party invitees) unless the same is caused directly by any breach of this Agreement by the Client or result from any negligent act or omission of the Client.
- The Client and the Event Manager each agree and acknowledge that the allocation of risk in this clause 11 is fair and reasonable in the circumstances.
- Force Majeure
- Neither party will be liable for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Agreement caused by the occurrence of a Force Majeure Event.
- The Event Manager shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of Event Manager’s obligations under the Agreement if the delay or failure was due to any circumstances or cause beyond the Event Manager’s reasonable control. For the avoidance of doubt, any delay or failure by any third party shall not relieve the Event Manager from liability for delay or failures except where that delay or failure is also beyond the reasonable control of the Event Manager.
- A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement shall forthwith notify the other in writing and shall inform the other of the period for which it is estimated that such failure or delay will continue.
- The affected party shall promptly take all reasonable steps to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for a continuous period of more than seven (7) days, the non-affected party may terminate this Agreement by written notice to the other party.
- From the Commencement Date, the Event Manager shall employ the Employees on such terms as it shall agree with each of them.
- During the Term, the Event Manager shall:
- remain responsible for all payments, expenses and outgoings due to or in respect of the Employees including any and all salaries, wages, overtime pay, holiday pay, sick pay, bonuses, commissions, pension contributions and benefits due to or in respect of the Employees;
- make any deductions that it is required to make from the Employees’ salaries and other payments;
- account to the relevant authorities for all tax, social security, national insurance or similar payments in respect of the Employees; and
- remain responsible for all acts and omissions of the Employees under this Agreement as if they were its own acts and omissions, and any obligation on the Event Manager to do, or to refrain from doing, any act or thing under this Agreement or otherwise shall include an obligation upon the Event Manager to procure that all Employees also do, or refrain from doing, such act or thing.
- The Employees shall at all times remain under the overall supervision and control of the Event Manager and the parties agree that the Employees are not employees, workers or agents of the Client, nor shall anything in this Agreement deem any of them to be an employee, worker or agent of the Client.
- The Event Manager shall use reasonable endeavours to ensure continuity of the Employees and to minimise the number of changes to the Employees.
- The parties believe that TUPE does not apply to this Agreement and, accordingly, that there will be no transfer of the contracts of employment of any of:
- the employees of the Client to the Event Manager at any time on or following the commencement of this Agreement or the provision of any Event Management Services; or
- the Employees to the Client during the Agreement or on or following the expiry or termination of this Agreement in whole or in part.
- If, during the Term or on or after termination or expiry, or partial termination or expiry, of this Agreement, any contract of employment or engagement of any Employees or any other individual formerly employed or engaged by the Event Manager in connection with the provision of the Event Management Services under this Agreement will have effect, or is claimed to have effect, as if originally made between the Client and such individual by operation of TUPE, then the Event Manager will indemnify and keep indemnified the Client against all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and reasonable legal and other professional costs suffered or incurred by the Client in connection with the employment or engagement (whether deemed or alleged) of any such individual or the termination of the employment or engagement (whether deemed or alleged) of any such individual.
- The Event Manager agrees and undertakes to the Client that it shall in each year of this Agreement and at all times during the term maintain all relevant insurance to a minimum value of £5,000,000 (five million pounds) with an insurance company of repute in respect of its liabilities arising out of or connected with this Agreement. Upon written request from the Client, the Event Manager shall as soon as reasonably practicable supply copies of the relevant insurance certificates pursuant to the foregoing provision to the Client as evidence that such policies remain in force and that the current premium has been fully paid.
- The parties acknowledge and agree and irrevocably declare as follows:
- Improper Action: Under no circumstances shall Event Manager and the Event Manager’s officers be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.
- Reliance: The Event Manager acknowledges that no reliance is placed on any representation made but not embodied in this Agreement.
- Time extension: All times, periods or dates shall be extended by a reasonable period if any delay or stoppage is caused by any act or omission of the Event Manager, its employees, agents or by any matter beyond the Client’s control.
- Client’s IP: The Event Manager undertakes throughout the Term:
- not to cause or permit anything which may damage or endanger the Client’s Intellectual Property Rights or the Client’s title to them or assist or allow others to do so;
- that it shall at all times during the Term not be entitled to interfere with the Client’s Intellectual Property Rights;
- that in the event that the Event Manager becomes aware of any information relating to the improper or wrongful use of the Client’s Intellectual Property Rights, it shall promptly inform the Client and undertakes to provide such assistance as shall be reasonably required by the Client including taking all such steps in respect of the defence of such rights.
- Title: The Event Manager shall not describe itself as agent or representative of the Client except as expressly authorised by this Agreement;
- Timetable: The Event Manager will use its reasonable endeavours to comply with any agreed timetable but all times, periods or dates will be treated as target dates only and unless otherwise expressly provided in this Agreement, time will not be of the essence.
- Loss of Capacity: The Event Manager shall be entitled at its discretion to immediately terminate this Agreement and the provision of Event Management Services (or take all or any actions as are authorised under the Agreement) in the event that the Client becomes a prohibited person (under relevant law including without limitation, by reason of capacity, solvency, qualification, undischarged bankruptcy, criminal or civil prosecution, residency or international embargo or restriction) or engage in any unlawful business under relevant law, including without limitation any illegal activity, Event Manager prohibited activities or activities not previously notified to or approved in writing by the Event Manager.
- Non-Poaching: The Client covenants with the Event Manager that it shall not during the Term or within a period of six (6) months thereafter directly or indirectly entice away or endeavour to entice away from the Event Manager any person who has during the previous twelve (12) months been employed by the Event Manager to perform this Agreement.
- Prejudicial Conduct: The Event Manager shall not (and shall procure that none of its officers, employees, advisers, agents or representatives shall) engage in any conduct which is in the reasonable opinion of the Client prejudicial to the business or the marketing of the Event generally.
- Holding Out: The Event Manager agrees and acknowledges that it is not and shall not be entitled to hold itself out, or permit any person to hold it out, as being authorised to bind the Client in any way nor do any act which might reasonably create the impression that it is so authorised.
- All notices or other communications under this Agreement shall be in writing and shall be sent for the attention of the person, and to the address or relevant number set out below.
- All notices or other communications under this Agreement shall be deemed to have been duly given or made if delivered personally; or sent by fax; or sent by pre-paid first-class post, recorded delivery or registered post; or (if the notice is to be served by post outside the country from which it is sent) sent by registered airmail.
- To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
- The addresses and numbers for service of notice are as follows:
- if to the Client: Address: [insert address]. For the attention of: [insert name]. Mobile Number: [insert number].
- if to the Event Manager: Address: [insert address] For the attention of: [insert name] Mobile Number: [insert number].
- The addresses and numbers may be changed by notice and each party shall be entitled from time to time to specify in writing to the other the new details.
- Waiver: No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing.
- Cumulative Remedies: The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
- Severability: If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.
- Variation: Except as otherwise permitted by this Agreement no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.
- Third Parties: No person who is not a party to this Agreement has any right to enforce its terms and shall have no right under the Contracts (Rights of Third Parties) Act 1999. The foregoing shall be without prejudice to any right or remedy of a third party which exists or is available quite apart from that Act.
- Entire Agreement: This Agreement contains the entire agreement between the parties and supersedes all prior agreements or arrangements. The provisions of this Agreement (together with the terms (if any) set out in the Agreement and the Schedules constitute the entire agreement between the parties, supersede any previous Agreement or understanding and may not be varied except in writing between the parties.
- Other Terms: All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
- Relationship of Parties: The parties acknowledge and agree that the Agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.
- Authority: Each party warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.
- Set-Off: Unless otherwise expressly provided in this Agreement, any payment made under this Agreement by one party to another shall be made gross, free of any right of set-off or counterclaim and without deduction or withholding of any kind, other than any deduction or withholding required by law.
- Assignment: Neither party shall be entitled to assign, charge, transfer (including by declaration of trust) or otherwise dispose of any right under this Agreement, in whole or in part, to any party without the prior written consent of the other party.
- Successors: This Agreement shall be binding upon, and inure to the benefit of, both the Client and the Event Manager together with their respective successors and permitted assignees.
- Costs: Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.
- Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute one and the same Agreement.
- Conflict: In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.
- Amendment: This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each party.
- Disclosure and Announcements: No public announcement or disclosure of any information regarding this Agreement shall be issued or made by either the Event Manager or the Client unless prior written consent has been obtained from the other party.
- Schedules: The provisions of all Schedules shall form part of this Agreement as if fully set out in this Agreement.
- Subcontracting: The Event Manager may employ sub-contractors for carrying out any part of the Event Management Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees agents or sub-contractors shall provide the Event Management Services on behalf of the Event Manager.
- Interpretation: In this Agreement the singular includes the plural and vice versa and any gender includes any other gender. References to clause(s) and schedule(s) are references to clause(s) and schedule(s) of and to this Agreement. Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments or any rules or regulations made under it or any enactment repealing and replacing the provisions referred to. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate. Headings are inserted for convenience only and shall not affect the construction or interpretation of the provisions of this Agreement. References to the Client or Event Manager or the client includes its personal representatives, permitted origins and successors in title.
- Alternative Dispute Resolution Procedure
- If any dispute or difference arises out of or in connection with this Agreement which the Parties are unable to resolve by negotiation (the Dispute), the Parties shall seek to resolve the Dispute amicably by using the following procedure.
- The Parties shall submit the Dispute to an independent mediator (Mediator) appointed by agreement between the Parties to assist them in resolving the Dispute. Any Party may give written notice to the other describing the nature of the Dispute, requiring the Dispute to be submitted to a Mediator and proposing the names of up to three (3) suitable persons to be appointed. If no such Person is appointed by agreement between the Parties within fifteen (15) days after such notice is given (or, if no such notice is given, within thirty (30) days after the Dispute has arisen), any party may request the alternative ADR service provider to appoint the Mediator.
- The Parties shall, with the assistance of the Mediator, seek to resolve the Dispute by using an alternative dispute resolution (ADR) procedure agreed between the Parties or, in default of such agreement, established by the Mediator.
- If the Parties reach agreement as to the resolution of the Dispute, such agreement shall be recorded in writing and signed by the Parties (and, if applicable, the Mediator), whereupon it shall become binding upon the Parties.
- the Dispute has not been resolved to the satisfaction of all parties within sixty (60) days after the appointment of the Mediator; or
- any Party fails or refuses to agree to or participate in the ADR procedure; or
- the Dispute is not resolved within ninety (90) days after it has arisen,
- then the Parties shall be free to litigate in accordance with governing law and jurisdiction clause.
- In the event that the Dispute is litigated the Mediator shall not, unless the Parties all agree otherwise, take any part in the proceedings, whether as witness or otherwise, and no aspect of the ADR procedure, including any recommendations made by the Mediator in connection with the ADR procedure, shall be relied upon by any Party without the written consent of the other Parties and the Mediator.
- The costs and fees of the Mediator, the ADR service provider and any neutral venue shall be borne equally by the Parties unless the Mediator otherwise decides. The Parties shall bear their own costs of all other aspects of the ADR procedure.
- For the purposes of clause 19 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and guidance published under it.
- The Client shall ensure that it and each person referred to in clauses 19.2.1 to 19.2.3 (inclusive) does not, by any act or omission, place the Event Manager in breach of any Bribery Laws. The Client shall comply with all applicable Bribery Laws, ensure that it has in place adequate procedures to prevent any breach of clause 19 and ensure that:
- all of the Client’s personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries of the Client;
- all others associated with the Client; and
- each person employed by or acting for or on behalf of any of those persons referred to in clauses 19.2.1 and/or 19.2.2,
involved in connection with this Agreement, so comply.
- Without limitation to clause 19.2, the Client shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
- The Client shall immediately notify the Event Manager as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 19.
- Any breach of clause 19 by the Client shall be deemed a material breach of this Agreement that is not remediable and shall entitle the Event Manager to immediately terminate this Agreement by notice under clause
- Modern Slavery
- The Client undertakes, warrants and represents that:
- neither the Client nor any of its officers, employees, agents or subcontractors has:
- committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
- been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
- is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
- it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
- it shall notify the Event Manager immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Client’s obligations under clause 20. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Client’s obligations.
- Any breach of clause 20.1 by the Client shall be deemed a material breach of the agreement and shall entitle the Event Manager to terminate the Agreement in accordance with clause
- Governing Law
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Agreed by the parties on the date set out at the head of this Agreement
DATA PROTECTION SCHEDULE
Part A – Operative Provisions
|Controller||has the meaning given in applicable Data Protection Laws from time to time;|
|Data Protection Laws|
means, as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
|Data Subject||has the meaning given in applicable Data Protection Laws from time to time;|
|GDPR|| means the General Data Protection Regulation, Regulation (EU) 2016/679;|
|International Organisation||has the meaning given in applicable Data Protection Laws from time to time;|
|Personal Data||has the meaning given in applicable Data Protection Laws from time to time;|
|Personal Data Breach||has the meaning given in applicable Data Protection Laws from time to time;|
|processing||has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);|
|Processor||has the meaning given in applicable Data Protection Laws from time to time;|
|Protected Data||means Personal Data received from or on behalf of the Client in connection with the performance of the Event Manager’s obligations under this Agreement; and|
|Sub-Processor||means any agent, subcontractor or other third party (excluding its employees) engaged by the Event Manager for carrying out any processing activities on behalf of the Client in respect of the Protected Data.|
- Client’s Compliance with Data Protection Laws
The parties agree that the Client is a Controller and that the Event Manager is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to the Event Manager in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws. Nothing in this Agreement relieves the Client of any responsibilities or liabilities under any Data Protection Laws.
- Event Manager’s Compliance with Data Protection Laws
The Event Manager shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.
The Client shall indemnify and keep indemnified the Event Manager against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under this Schedule.
- The Event Manager shall only process (and shall ensure Event Manager employees only process) the Protected Data in accordance with Section 1 of Part B of this Schedule and this Agreement (including when making any transfer to which paragraph 10 relates), except to the extent:
- that alternative processing instructions are agreed between the parties in writing; or
- otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
- Without prejudice to paragraph 2 of this Part A, if the Event Manager believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws it shall promptly inform the Client and be entitled to cease to provide the relevant Event Management Services until the parties have agreed appropriate amended instructions which are not infringing.
Taking into account the state of technical development and the nature of processing, the Event Manager shall implement and maintain the technical and organisational measures set out in Section 2 of Part B of this Schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
- Sub-Processing and Personnel
- The Event Manager shall:
- not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior written authorisation of the Client;
- prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this Schedule (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Event Manager and ensure each such Sub-Processor complies with all such obligations;
- remain fully liable to the Client under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
- ensure that all persons authorised by the Event Manager or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data
- List of Authorised Sub-Processors
The Client authorises the appointment of the Sub-Processors listed below: [insert details]
- The Event Manager shall (at the Client’s cost) assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the Event Manager.
- The Event Manager shall (at the Client’s cost) taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
- International Transfers
The Event Manager shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written authorisation of the Client.
The Event Manager shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate the Event Manager’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose (subject to a maximum of one audit request in any 12 month period under this paragraph 11).
The Event Manager shall notify the Client without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
- Deletion/Return and Survival
On the end of the provision of the Event Management Services relating to the processing of Protected Data, at the Client’s cost and the Client’s option, the Event Manager shall either return all of the Protected Data to the Client or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Event Manager to store such Protected Data. This Schedule shall survive termination or expiry of this Agreement indefinitely in the case of paragraphs 4 and 13 of this Part A and until 12 months following the earlier of the termination or expiry of this Agreement in the case of all other paragraphs and provisions of this Schedule.
Part B -Data Processing and Security Details
Section 1—Data Processing Details
Processing of the Protected Data by the Event Manager under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of this Part B.
- Subject-matter of processing:
- Duration of the processing:
- Nature and purpose of the processing:
- Type of Personal Data:
- Categories of Data Subjects:
- Specific processing instructions:
Section 2—Minimum Technical and Organisational Security Measures
- The Event Manager shall implement and maintain the following technical and organisational security measures to protect the Protected Data:
- in accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, the Event Manager shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.