These Conditions were last updated on 7^th December 2021 and may be varied from time to time. Please ensure that you review these Conditions regularly as you will be deemed to have accepted a variation to them if you continue to receive the Services after it has been posted.

1. Definitions

1.1 – The following definitions and rules of interpretation apply in these Conditions:

Affiliates:
in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (entity) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.

Authorised Users:
those persons listed in the Booking Form or such other persons as are agreed by the parties in writing from time to time who are employees or representatives of the Customer.

Booking Form:
a form identifying (amongst other things) (i) the Customer; (ii) the Charges; (iii) the Payment Schedule; (iv) the Start Date and the Term; (v) a summary of the Services to be provided; (vi) the Membership Package purchased; (vii) any Authorised Users; and (viii) any other specific terms.

Charges:
the Membership Fee, and any additional costs for providing the Services set out in the Booking Form.

Conditions:
these terms and conditions as amended from time to time in accordance with Condition 16.5.

Confidential Information:
all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.

Contract:
a contract between Oxford Global Marketing and the Customer for the supply of the Services and Membership Packages, incorporating a Booking Form and these Conditions.

Customer:
the recipient of the Services and the Membership Package, as identified in the relevant Booking Form.

Data Protection Legislation:
all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Digital Materials:
the electronic materials described more fully in the Booking Form under ‘Services’.

Force Majeure Incident:
any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, pandemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.

Materials:
the Print Materials and Digital Materials.

Member-Site:
the area of our website available exclusively to Authorised Users

Membership Package:
the rights afforded to a particular number of Authorised Users in consideration of the application Membership Fee, including the relevant rights to receive and access various Materials, as set out in the Booking Form.

Personal Data:
has the meaning given under the Data Protection Legislation.

Print Materials:
the printed physical materials described more fully in the Booking Form under ‘Services’.

Services:
the provision of Membership Packages and Materials.

Member Data:
the data inputted by the Customer and Authorised Users for use in conjunction with the Materials.

Membership Fee:
the fee as set out in the Booking Form.

Start Date:
the date specified on the Booking Form or if none is specified the date of the last signature on the Booking Form.

Term:
the duration of each Contract, as set out in the Booking Form.

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

1.1 – A reference to “we”, “us”, “our” or “Oxford Global Marketing” is to Oxford Global Marketing Limited (company number 6408327) with registered office at Highview House 1st Floor, Tattenham Crescent, Epsom, Surrey KT18 5QJ, U.K.

1.2 – A reference to “you” or “your” is a reference to the Customer.

1.3 – Condition headings shall not affect the interpretation of the Contract.

1.4 – A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

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

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

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

2. Conditions and Booking Form

2.1 – These Conditions shall apply to and be incorporated in each Contract.

2.2 – No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.

2.3 – No Booking Form, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing Services pursuant to that Booking Form, at which point a Contract shall be formed between us and you for the supply and purchase of Services specified in the relevant Booking Form on these Conditions.

2.4 – Your standard terms and conditions (if any) attached to, enclosed with or referred to in any Booking Form or sent under separate cover shall not govern the Contract.

2.5 – To the extent there is any conflict between the wording within a Booking Form and these Conditions, that wording within the relevant Booking Form shall take precedence.

2.6 – If tickets (whether physical or virtual) are purchased for attendance at an event organised by us by virtue of a Membership Package, that purchase shall be governed by separate terms which can be found here.

3. Term

The Contract shall take effect on and from the Start Date and shall continue for the Term, unless terminated earlier in accordance with Condition 10.

4. Our Rights and Obligations

4.1 – We will take reasonable steps to ensure that any data files we supply to you and any Authorised User as part of the Service are free from viruses.

4.2 – We will use our best endeavours to ensure that Member Data is maintained securely and is properly backed-up. In the event of any loss or damage to Member Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Member Data from the latest back up of such Member Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Member Data caused by any third party (except those third parties sub-contracted by us to perform services related to Member Data maintenance and back-up).

5. Your Rights and Obligations

5.1 – You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Member-Site and/or the terms of use of the Services and/or their obligations and restrictions set out in these Conditions and do not:

(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under these Conditions or authorised by us in writing;

(b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under these Conditions or authorised by us in writing;

(c) alter any part of the Materials or Services; or

(d) purport to assign or otherwise dispose of their rights under these Conditions or a Contract.

5.2 – You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by you ends. You will be required to co-operate with our reasonable requirements from time to time in this regard.

5.3 – You are responsible for configuring your information technology, computer programs and platform referred to in the Booking Form to access the Services. Notwithstanding clause 5.2, you should use your own virus protection software.

5.4 – In the event that you are unable to access the Digital Materials for a period exceeding 48 hours’ duration you must inform us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.

5.5 – You shall provide us such copies of documentation as we reasonably require from time to time to verify your compliance with the terms of these Conditions.

5.6 – You shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of, or in connection with any failure by an Authorised User to comply with the terms of use of the Member-Site and/or the terms of use of the Services and/or their obligations and restrictions set out in these Conditions.

6. Membership Packages and Materials

6.1 – We authorise you and/or your Authorised Users to access and make use of the Membership Package for the Term.

6.2 – We may agree to provide Digital Materials without charge for a limited trial period, but nevertheless, the Conditions shall still apply to your and any Authorised Persons access and use of those Digital Materials. For the avoidance of doubt, free trial periods may not be renewed or repeated without our express written consent.

6.3 – You and Authorised Users may:

(a) search, view, copy and print out material containing Digital Materials for your own internal use;

(b) copy the Print Materials for your own internal use; and

(c) access the Digital Materials while away from your principal place of work.

6.4 – Neither you nor any Authorised User shall (and you shall ensure that Authorised Users shall not):

(a) attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials and/or the Print Materials, except as expressly permitted in these Conditions;

(b) host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in these Conditions.

6.5 – You shall not permit anyone other than you and Authorised Users to access and make use of the Membership Package at any time.

7. Charges and Payment Terms

7.1 – In consideration of the Services we provide, you will pay us (or our designated agent, as the case may be) the Charges in accordance with the relevant Payment Schedule and if no Payment Schedule is stated in the Booking Form then payment of the Charges shall be made in full within 30 days of the date of our invoice or immediately prior to the start of the Term (whichever is sooner).

7.2 – The Charges exclude any expenses, materials and third party services, for which we will invoice you separately.

7.3 – You must pay to us all Charges in full within 30 days of the date on the invoice.

7.4 – Without prejudice to any other right or remedy that we may have, if you fail to pay any of our invoices in accordance with Condition 7.3 we may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

(b) suspend provision of the Services and/or access to the Materials and/or benefits of the Membership Packages and the operation of any rights in respect of the same until payment has been made in full.

7.5 – All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.

7.6 – You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.

7.7 – The Charges are exclusive of VAT and you must pay VAT and/or any other applicable sales tax in addition.

7.8 – Premier & Digital Membership bookings made through our online portal will be subject to automated annual renewal. Notice of upcoming renewal will be sent 2 weeks before each term’s expiry, to the email address associated with the paid member. Pricing on auto-renewed contracts may be increased in line with company pricing increases. Discounts applied to the original booking are not renewed. Corporate members will receive an invitation to renew 2 weeks before each term’s expiry.

7.9 – Automatically renewed contracts may be cancelled in writing within 14 days from the date of the automatic renewal by email sent to help@oxfordglobal.co.uk

8. Warranties

8.1 – Each party warrants to the other that:

(a) it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract;

(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract; and

(c) neither the execution nor performance of the Contract gives rise to a breach of any other agreement to which you/we respectively are a party.

8.2 – We warrant to you that:

(a) we will provide the Services in accordance with good industry practice; and

(b) the Materials will be provided in accordance with and we will comply with all applicable legislation from time to time in force.

8.3 – Save as set out in this Condition 8, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9. Intellectual Property Rights

9.1 – We and our licensors will own all Intellectual Property Rights and all other rights in the Materials.

9.2 – You acknowledge and agree that these Conditions not grant you any rights to any Intellectual Property Rights in respect of the Materials or any related documentation.

10. Termination by You or Us

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

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;

(d) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

(e) 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 Conditions 10.1(c) to 10.1(d) inclusive.

10.2 – Without limiting our other rights or remedies, we may suspend provision of the Services and/or access to the Materials and/or benefits of the Membership Packages and/or terminate the Contract if you become subject to any of the events listed in Conditions 10.1(c) to 10.1(d), or we reasonably believe that you are about to become subject to any of them.

10.3 – If we cancel or make a significant change to the supply of the Services which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.

11. Consequences Of Termination

11.1 – Following termination of the Contract for whatever reason (except in condition 7.9):

(a) you must immediately pay any sums due to us;

(b) we will each return to the other (or, at the other’s request, destroy) all Customer Materials and confidential information belonging to the other that the other had supplied in connection with the Contract;

(c) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect including, without limitation, Conditions 6 (Membership Packages and Materials), 7 (Charges and Payment Terms), 9 (Intellectual Property Rights), 11 (Consequences of Termination), 13 (Confidentiality), 14 (Data protection), 15 (Limitation of Liability) and 16 (Miscellaneous); [and

(d) the rights granted under the Contract by us to you to the Materials shall immediately terminate, and you will no longer use the same or use the Materials as previously permitted pursuant to these Conditions].

11.2 – Where we terminate pursuant to Condition 10.1 or 10.2, we will not refund you any of the Charges you have already paid.

11.3 – Expiry or termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

12. Force Majeure

12.1 – Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident.

12.2 – If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.

13. Confidentiality

13.1 – Each party may be given access to Confidential Information from the other to perform its obligations and exercise its rights under a Contract. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party’s lawful possession before the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2 – Each party shall hold the other’s Confidential Information in confidence and shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Conditions.

13.3 – Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of these Conditions.

13.4 – Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.5 – We acknowledge that the Member Data is your Confidential Information.

13.6 – This clause shall survive termination of a Contract, however arising, by two years.

14. Data Protection

14.1 – The parties do not envisage any personal passing between themselves during the course of the Agreement nor do either intend to act as processor of the other’s Personal Data.

14.2 – Both you and we will comply with all applicable requirements of the Data Protection Legislation.

14.3 – If we or you process Personal Data under this Contract on behalf of the other, both parties shall enter into an appropriate agreement to govern that processing.

15. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

15.1 – This Condition 15 sets out our entire financial liability (including without limitation any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

(a) any breach of the Contract howsoever arising; and

(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

15.2 – Nothing in these Conditions limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by our negligence; or

(b) fraud or fraudulent misrepresentation.

15.3 – Subject to Condition 15.2, we shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss or corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

15.4 – Subject to Condition 15.2 and Condition 15.3, our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited in each 12 month period commencing on the Start Date (and each anniversary of it) to the sum of the Charges paid under the Contract during that 12 month period.

15.5 – Nothing in this Condition 15 shall limit the Customer’s payment obligations under a Contract.

16. Miscellaneous

16.1 – Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be deemed to have been received:

(a) if delivered by hand to the address specified in the Booking Form or, if none is stated, the parties’ registered address or principal place of business, on signature of a delivery receipt or at the time the notice is left;

(b) if sent by pre-paid first-class post or other next working day delivery service to the address specified in the Booking Form or, if none is stated, the parties’ registered address or principal place of business, at 9.00 am on the second Business Day after posting or, if later, at the time recorded by the delivery service;

(c) if sent by email to the email address stated in the relevant Booking Form, at 9.00 am on the next Business Day after transmission. This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this Condition, “writing” shall not include email.

16.2 – The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

16.3 – No Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.

16.4 – No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy.

16.5 – We may vary these Conditions from time to time by updating where they are displayed on our website. Save as set out in this Condition 16, no amendment or variation to a Contract or these Conditions shall be effective unless in writing and signed by each party.

16.6 – If any provision or part-provision of a Contract or these Conditions 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 the Contract or these Conditions.

16.7 – Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.8 – A person who is not a party to a Contract has no right to enforce any term of that Contract.

16.9 – These Conditions shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).