Any capitalised expressions in this section are defined under the General Terms below.
We are Russell Publishing Ltd, whose registered office is at Court Lodge, Hogtrough Hill, Brasted, Westerham, Kent, TN16 1NU, United Kingdom Tel: +44 (0) 1959 563 311.
We are company registered in England with number 2709148. Our VAT number is GB577897847.
You, the attendee, may contact us by telephone above. How to give us formal notice of any matter under the Contract is set out below.
Our contract with you
These terms and conditions (Terms) apply to the order by you as confirmed by the signing of the Contract Form (Contract). No other terms are implied by trade, custom, practice or course of dealing. Any variation of the Terms must be agreed in writing by us.
The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, warranty, representation (being innocent or negligent, but not fraudulent where we cannot exclude any liability) or other assurance that is not set out in the Contract.
We understand that things do not always go to plan. Where possible, we will make every effort to assist you before and during the Event. If you need to withdraw your participation for whatever reason prior the Event, the following cancellation charges will apply:
- A charge of 50% of the Fees will be payable if the Contract is cancelled by you up to 16 weeks before the Event.
- A charge of 75% of the Fees will be payable if the Contract is cancelled by you up to 4 weeks before the Event
- A charge of 100% of the Fees will be payable if the Contract is cancelled by you within 4 weeks of the Event starting.
- All cancellations must be formally notified to us in writing (see below for details).
We will invoice you upon receipt of your signed Contract Form. Our standard payment terms are:
- within 30 days of receipt of our invoice; or
- if the Event if within that 30 days period, by no later than the working day prior to the Event.
Please note that payment amendments are only valid if agreed by both parties in writing and all charges quoted are exclusive of VAT, which will be charged in addition at the applicable rate.
If the conference is cancelled by us for any reason other than a Force Majeure Event, Fees will be discussed and agreed with you as detailed below.
In these Terms:
Cancellation Charge means the percentage of our Fees set out in the Important Information above which is payable for any cancellation of the Contract by you;
Commercial Rights means any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights;
Confidential Information has the meaning given in Clause 11 below;
Contract has the meaning given in Important Information above;
Contract Form means the form to be completed and signed by you;
Event refers to the event specified in the Contract Form, whether virtual or venue based;
Exhibits means such virtual and electronic materials (including but not limited to marketing and promotional materials) as may be provided to us by you (whether by upload to our website(s) or otherwise) for viewing by the delegates at the Event;
Fees means the sums set out in the Contract Form;
Force Majeure Event has the meaning given in Clause 7 below;
Industry Supplier: An industry supplier is any organisation providing a service or product to rail infrastructure managers, trains operating companies or governments or anyone that does not fit the criteria identified for VIPs and academics;
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Organiser Branding means such branding as may be provided by us to you for use by you in connection with your own marketing of the Event;
Sponsor Branding means such branding as may be provided by you to us in connection with the Event; and
Sponsorship Rights means the bundle of rights we grant to you as set out in the Contract Form, which includes the licence of the Organiser Branding;
VIP passes are limited to professionals from rail infrastructure managers, trains operating companies, industry associations and government representatives. Registrations will only be accepted with a company email address.
2. Grant of rights and reservations
- We grant and you accept a licence to use (a) the Organiser Branding on the Exhibits and in advertising for your products and (b) the other Sponsorship Rights, in accordance with these Terms and/or the Contract Form.
- All rights not expressly granted to you under these Terms or under the Contract Form are reserved to us. You acknowledge and agree that (a) we are the owner or controller of the Commercial Rights and of all rights in the Organiser Branding (including but not limited to marks specific to the Event) and (b) you will not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Commercial Rights other than the Sponsorship Rights.
- If any of the Sponsorship Rights are expressed to be exclusive in the Contract Form, we will not grant the same rights to a third party. If there is no such reference, all Sponsorship Rights are non-exclusive and we may grant the same rights to others.
- You grant and we accept a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor Branding for the delivery of the Sponsorship Rights for so long as is required to promote and exploit the Event in any media whatsoever (including but without limitation on a website or mobile-device application) including by use on promotional material and merchandising.
3. Fees and payment
- You agree to pay all Fees in accordance with the amounts and payment terms set out in the Contract Form.
- Unless otherwise agreed in the Contract Form, Fees will be paid in accordance with the Important Information above. Time shall be of the essence regarding payment of Fees.
- Without prejudice to any other right or remedy that we may have, in the event that you fail to meet any payment obligations, (whether as to the amounts or date of payment), then we will be entitled in our sole discretion to terminate the Contract and to exercise our rights pursuant to Clause 6 below (Your cancellation or modification).
- All Fees and any Cancellation Charges are exclusive of VAT which shall be payable in addition.
- Incorrect selection of tickets / pricing: If an incorrect ticket or pricing has been selected and paid for a full refund with the option to re-register using the correct ticketing and pricing option will be offered. Global Railway Review reserves the right to refuse entry to the event to anyone who has not paid the correct ticket price based on the criteria above. Entry will only be given once the correct ticket price or the balance has been paid.
- If any amounts payable under the Contract are not paid by their due date for payment (whether Fees, Cancellation Charges or otherwise), then we be entitled to charge interest and such other amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4. Your representatives and passes
- In order to ensure only official access to the Event areas, you and any authorised personnel and permitted contractors of yours will be issued with non-transferable digital passes wherein pass holders will be issued with unique login details via a unique link and prompted to generate their own password to gain entry to the virtual Event. You will need to provide us, by the date specified on reasonable notice from us, a list detailing the personnel who will be present at the Event. You will be liable for all and any unauthorised use of the passes issued to you to your personnel and permitted contractors.
- You will be responsible and liable for the conduct of all personnel and contractors authorised by you. We reserve the right in our absolute discretion to exclude or remove from the Event any person whose presence or behaviour is undesirable and/or potentially unlawful, harmful, disrespectful and/or causing a nuisance to other sponsors and/or delegates.
5. Intellectual Property Rights
- All rights in the Sponsor Branding, including any goodwill associated with it, are and will be your sole and exclusive property and, save as expressly provided in Clause 2 above, we will not acquire any rights in the Sponsor Branding, nor in any developments or variations of it.
- All rights in the Organiser Branding, including any goodwill associated with it, will be our sole and exclusive property and, save as expressly provided in Clause 2 above, you will not acquire any rights in the Organiser Branding, including any developments or variations of it.
- All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of us or jointly by us and you will, with the exception of the Sponsor Branding, be our sole and exclusive property and if you acquire, by operation of law, title to any such Intellectual Property Rights you will assign them to us on request, whenever that request is made.
- You will indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any 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 claim made against us by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with our use of the Sponsor Branding in accordance with the Contract. For the avoidance of doubt, any approval by us of any use of the Sponsor Branding on any materials produced for the Event shall not affect this right of indemnification.
- We will indemnify you against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by you arising out of or in connection with any claim made against you by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with your use of the Organiser Branding in accordance with the Contract.
- In respect of each of the indemnities in Clauses 5(4) and 5(5) above, they will apply whether or not the indemnified party has been negligent or at fault and each indemnified party will (a) as soon as reasonably practicable, give written notice of any third party claim to the indemnifying party, specifying the nature of the claim in reasonable detail, (b) not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed), (c) give the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the claim, and (d) take such action as the indemnifying party may reasonably request to avoid, dispute, compromise or defend the claim.
- You agree (a) not to use any materials produced for the Event or any part of them or anything confusingly similar to them in your trading or corporate name or otherwise, except as authorised under the Contract, (b) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights, (c) to provide all reasonable assistance to us in relation to our exploitation of the Commercial Rights, (d) to assist us in protecting the Event and all material produced for it and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm us, the Event or such materials, (d) to notify us of any suspected infringement of the Commercial Rights, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by us; (e) to hold any additional goodwill generated by you in respect of the Event as bare trustee for us and to assign the same to us at any time on request and in any event following termination of the Contract.
- You have no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights without our prior written consent.
- You will not engage in joint promotions with any third party in relation to the Event without our prior written consent.
6. Your cancellation or modification
- If you want at any time prior to the Event to cancel the Contract you shall (a) provide immediate written notice to the us and (b) pay the Cancellation Charge within 30 days of the date of your written notice under this Clause or within 30 days of our invoice for such Cancellation Charge, whichever is the sooner.
- If you want to modify the Sponsorship Rights you shall send a written request to us, stating the reason for the proposed modification, which we will be entitled to accept, reject or condition in our sole and absolute discretion. Such conditions may include (but not be limited to) the payment of additional Fees if the modification will result in additional requirements in connection with the Sponsorship Rights or the payment of Cancellation Charges if the modification will result in significantly reduced requirements.
- In the event that you provide notice of cancellation under this Clause in respect of any exclusive Sponsorship Rights, or we deem you to have cancelled any exclusive Sponsorship Rights in accordance with this Clause, or you are in breach of the Contract, then we will have the absolute discretion (but without prejudice to any other right or remedy available to us) to re-allocate or resell such exclusive Sponsorship Rights which had been allocated to you. In the event that we agree to you modifying your Sponsorship Rights in accordance with the provisions above, and then you subsequently attempt to cancel, we will in our sole and absolute discretion be entitled to apply the Cancellation Charge relevant for the original, unmodified Sponsorship Rights, or the modified Sponsorship Rights.
- By signing the Contract Form, you confirm that the Cancellation Charges are reasonable and proportionate to protect our legitimate interest in performance.
7. Postponement and cancellation by us
- In rare occasions we may have to postpone or cancel the Event, including, without limitation, in a Force Majeure Event. We will notify you of the proposed postponement or, if we have no other option, cancellation as soon as possible. If we do have to cancel the Event, or you do not agree to attend the Event on its proposed postponement date (acting reasonably, acknowledging that we have to accommodate all sponsors), you agree that (a) we will not be in breach of Contract by virtue of that postponement, cancellation or abandonment (as the case may be), and (b) on us notifying you of such cancellation or you not accepting a postponed Event, the Contract will automatically terminate and you will have the right to negotiate a reduction in the Fees in accordance with the provisions of this Clause 7.
- Following a cancellation of the Event pursuant to Clause 7(1), you agree to negotiate a reasonable reduction of the Fees, which may be a complete refund of the Fees where reasonable. You and we shall negotiate in good faith to agree an appropriate reduction and/or refund and if we are unable to agree a reduction and/or refund within 30 days the parties shall refer the matter to an independent expert for resolution. The parties will:
(a) agree on the appointment of an independent expert and shall agree with the expert the terms of his appointment;
(b) if the parties are unable to agree on an expert or the terms of his appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request CEDR to appoint an expert and to agree with the expert the terms of his appointment;
(c) the expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the expert;
(d), if the expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then either party may apply to CEDR to discharge the expert and to appoint a replacement expert with the required expertise and this Clause applies in relation to the new expert as if he were the first Expert appointed;
(e) the parties are entitled to make submissions to the expert including oral submissions and will provide (or procure that others provide) the expert with any assistance and documents as the expert reasonably requires for the purpose of reaching a decision;
(f) to the extent not provided for by this clause, the expert may, in his reasonable discretion, determine any other procedures to assist with the conduct of the determination as he considers just or appropriate including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination;
(g) each party shall, with reasonable promptness, supply the other with all information and give the other access to all documentation and personnel as the other party reasonably requires to make a submission under this Clause;
(h) the expert shall act as an expert and not as an arbitrator;
(i) each party shall bear its own costs in relation to the reference to the expert and the Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the expert) shall be borne by the parties equally or in any other proportions as the expert shall direct; and
(j) the expert shall determine a sum representing a reasonable reduction or, where applicable, a refund of the Fees, which shall be final and binding on the parties (in the absence of manifest error or fraud) and shall be payable within 30 days of the determination and the expert’s determination may include any issue involving the interpretation of any provision of the Contract, his jurisdiction to determine the matters and issues referred to him or his terms of reference.
- In these Terms, Force Majeure Event means any circumstance not within our reasonable control including, without limitation, (a) acts of God, flood, drought, earthquake or other natural disaster, (b) epidemic or pandemic, (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, (d) nuclear, chemical or biological contamination or sonic boom, (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, (f) collapse of buildings, fire, explosion or accident, (g) any labour or trade dispute, strikes, industrial action or lockouts, (h) non-performance by suppliers or subcontractors, and (i) interruption or failure of utility service.
- If we are prevented, hindered or delayed in or from performing any of our obligations under the Contract by a Force Majeure Event, we will not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations.
- The Contract may be terminated by us at any time by written notice to you upon the occurrence of any of the following events:
(a) the Event is cancelled in accordance with Clause 7 above;
(b) payment of Fees is not made by you in accordance with the Contract;
(c) you are or become for any reason unable to utilise the Sponsorship Rights;
(d) you cease to carry on business, becomes insolvent or are subject to any form of winding up, administration, receivership, liquidation, bankruptcy, arrangement with creditors generally or any other insolvency procedure in respect of it or any of your assets, or suffers from enforcement of security or legal process or repossession or any event analogous to any of the above in any jurisdiction;
(e) you or your relevant attending employees, contractors or other of your personnel are convicted of any criminal offence or otherwise so conduct yourself/themselves so as to bring yourself, the Event or us into disrepute;
(f) you are in breach of any provision of this Contract; or
(g) you are in breach of any applicable local legislation, rules or regulations.
- Without prejudice to any of our other rights and remedies, upon termination of the Contract for any reason, any allocation of the Sponsorship Rights shall automatically be cancelled forthwith.
- If the Contract is terminated under Clause 8(1) above then (a) we shall be entitled to re-allocate and/or resell any exclusive Sponsorship Rights; (b) all payments made under the Contract shall be retained by us and forfeited by you; and (c) we shall have the right to invoice for and (within 30 days of the date of such invoice) you shall pay the balance of the Fees outstanding and for any loss or damage suffered or additional expenses incurred by or on behalf of us as a consequence of such termination.
- Upon termination of the Contract for any reason, all your property shall be removed by you from the Event immediately, failing which such property will be removed and/or stored at your expense.
9. Data protection
10. Limitation of liability
- This Clause sets out our entire liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to each other in respect of (a) any breach of the Contract, (b) any use made by you of the Sponsorship Rights; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
- We nor any of our respective agents will be liable to you under the Contract in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits, revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, special or consequential loss arising under the Contract (whether or not reasonably foreseeable and even if we had been advised of the other incurring the same).
- Without prejudice to the indemnity set out in Clause 5 above (which will be unlimited), and subject to Clause 10(5) below, our total aggregate liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with the Contract shall be limited to the total Fees paid by you for the relevant Event in connection with which such liability arises.
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
5. Nothing in the Contract purports to exclude or limit our liability for death or personal injury as a result of our negligence, fraud or fraudulent misrepresentation or any liability that cannot be excluded by law.
- Except as expressly permitted under these Terms or in the Contract Form, neither party will use, copy, adapt, alter, disclose or part with possession of any information or data of the other party which is disclosed or otherwise comes into its possession directly or indirectly as a result of the Contract and which is of a confidential nature (Confidential Information) except as strictly necessary to perform its obligations or exercise its rights under the Contract.
- Clause 11(1) above does not apply to Confidential Information (a) which comes into the public domain otherwise than through the default or negligence of the receiving party, or (b) which the receiving party is required to disclose by law or applicable regulatory authority.
- In all cases each of us shall inform the other immediately upon becoming aware or suspecting that an unauthorised person has become aware of Confidential Information, or that an unauthorised disclosure of Confidential Information has been made.
- Each of us will ensure that its personnel, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms as this Clause 11.
- The provisions of this Clause 11 will continue in force notwithstanding termination or expiry of the Contract.
- Assignment: You are not entitled to assign, transfer or delegate to a third party, any of your rights or obligations arising under the Contract save that you may use official sub-contractors provide you remain fully liable for their acts and omissions. We are entitled to assign the benefit (subject to the burden) of the Contract at any time.
- Notices: Any notice required or permitted to be given by either of us under the Contract shall be in writing or email and may be given either personally or by first class post or facsimile transmission addressed to that other party at their registered address or such other address as notified in writing from time to time. Where given by first class post such notice will be deemed to have been served 48 hours after posting and proof that the envelope containing the notice was properly addressed and sent prepaid shall be sufficient evidence of service. Notices given in person or by email shall be deemed to be served immediately provided that in the case of email or facsimile transmission the correct transmission report shall have been received by the sender.
- Headings: The headings in these Terms have been inserted for reference only and do not affect their interpretation.
- Severability: The provisions contained in each Clause and sub-clause of these Terms shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provisions were deleted, the provision in question shall apply with such minimal modification as may be necessary to make it valid.
- Third parties: No terms of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
- Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- No partnership: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Entire agreement: 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract. Nothing in this Clause shall limit or exclude any liability for fraud.
13. Governing law and jurisdiction
- The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation