These terms and conditions constitute the terms and conditions of the Agreement, subject only to:
(i) amendments expressly recorded on the face of Aspect’s proposal;
(ii) terms or conditions implied by law (to the extent not extended by the Terms and Conditions); or
(iii) terms or conditions subsequently agreed in writing between authorised representatives of each of Aspect and the Client. No previous discussions, negotiations, letters or other oral or written communication shall form any part of the Agreement or be binding upon Aspect. The Client acknowledges that, prior to entering into the Agreement, it received a full copy of the Terms and Conditions and agrees to their incorporation as set out here.

2. INTERPRETATION
“the Agreement” means the agreement between Aspect and the Client following acceptance by the Client of the Proposal.
“the Client” means the recipient of services provided by Aspect.
“the Price” means the price identified by Aspect in the Proposal or as
subsequently agreed in writing between authorised representatives
of each of Aspect and the Client.
“the Proposal” means the proposal provided by Aspect to the Client
“the Services” means the services described in the Proposal.
“the Terms and
Conditions” means the terms and conditions contained in this document.

3. CHARGES
(a) The costs, charges and expenses agreed for the supply of the Services are set out in the Proposal and are exclusive of VAT unless otherwise stated. VAT at the appropriate rate applicable at the date(s) of invoicing will be charged, and will be payable by the Client.
(b) Aspect reserves the right to make additional charges at its then current rate in respect of extra costs, charges and expenses incurred or caused by or arising out of:
(i) the Client supplying materials of unsound or unsuitable nature or delivered after the agreed date.
(ii) changes and additions ordered by the Client after its acceptance of the Proposal and agreed to in writing between Aspect and Client.
(iii) increases in costs of personnel, materials, equipment or services necessary for the completion of the supply of the Services.
(c) Where Aspect obtains any licences and/or consents in respect of any copyrights or other intellectual property rights related to the content of any presentation, conference, programme, production, promotion or campaign all and any charges arising from obtaining such licences and / or consents shall be passed to the Client.

4. TERMS OF PAYMENT
(a) All invoices submitted will be presented net monthly, ie. for payment within 45 days from the date of the invoice unless otherwise agreed.
(b) Unless otherwise agreed Aspect will invoice 45% on Agreement, 45% to clear our account two weeks before the event and 10% immediately after the event.
(c) Aspect reserves the right to charge interest on all invoices presented to the Client which are not paid by the relevant due date at the annual rate of 4% above the base rate from time to time of National Westminster Bank plc. Such interest will accrue on a daily basis from the date on which payment became due up to the date on which Aspect receives the full outstanding amount together with all accrued interest.
(d) Where a surcharge is levied by a supplier against Aspect due to late payment by Aspect arising from late payment by the Client, the Client shall immediately reimburse to Aspect the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount.

5. INTELLECTUAL PROPERTY
All Intellectual Property Rights in and to any data, information or products created or produced by Aspect under this Agreement shall remain the property of Aspect, but Aspect grants to the Client a royalty-free, non-exclusive licence for the full term of the relevant Intellectual Property Right. The said licence shall be unlimited in its locale and substantive content and shall include rights to the worldwide use of and the right to alter the copyright work which is governed by the respective Intellectual Property Rights. The Client, or its nominee, shall have the right to assign or sub-licence the said licence.

6. LICENCE
(a) Aspect hereby grants to the Client a non-exclusive licence to use any material supplied by it in accordance with these terms.
(b) The Client may only use material provided by Aspect for the purpose described in writing to Aspect or referred to in the Proposal and may not allow such material to be used by any third party without the written agreement of Aspect however the Client shall not be restricted from using such material, or allowing a third party to use it, in connection with any advertising or promotional activity or the arranging and conduct of shareholder or investor meetings. The Client will allow any third party to use such material at the Client’s own risk. Aspect’s liability in such instance shall be limited in accordance with Paragraph 9 of the Terms and Conditions.
(c) Aspect warrants that its title to and rights in any software and other material supplied by it are free from encumbrance and that it has the right power and authority to license the same.
(d) In the event of any claim by a third party for infringement of intellectual property rights the Client will give to Aspect sole and complete control of any action to defend their respective rights to use the material subject to the claim and will provide Aspect with all necessary assistance. The Client undertakes not to do anything without Aspect’s written consent which might prejudice or compromise in any way any defence or other action which Aspect might take.

7. CONFIDENTIALITY
(a) Neither party shall divulge or communicate to any person, persons or company any of the trade secrets, secret or confidential information, operations, processes or dealing concerning the organisation, business, finances, transactions or affairs of the other party or its customers or clients (hereinafter called “the Confidential Information”) which may come to its knowledge during the provision of the Services or production of the presentation, conference, programme, production, promotion or campaign, and neither party shall use or attempt to use any such information in any manner which may cause loss to the other.
(b) The provisions of clause 7(a) above shall not apply to the whole or any part of the Confidential Information to the extent that it is:
(i) trivial or obvious;
(ii) already in the other’s possession on the date of its disclosure;
(iii) in the public domain other than as a result of a breach of this clause 7;
(iv) required by law to be disclosed to a relevant or regulatory authority.
(c) Notwithstanding the provisions of clause 7(a) above Aspect reserves the right to use all or part of any software or material produced for or acquired on behalf of the Client for demonstrating its expertise to potential clients.

8. CLIENT PROPERTY
Aspect will take reasonable care of any Client’s property held by it but will do so at the Client’s risk and Aspect will not be liable for any loss or damage however caused other than by Aspect’s negligence. The insurance of such property shall be the responsibility of the Client.

9. FORCE MAJEURE
(a) Aspect shall not be liable to the Client for any delay in the performance of its obligations under this contract, caused by any national emergency, war, prohibitive governmental regulation, or any other cause beyond its reasonable control, which renders the prompt performance of this contract impossible.
(b) Where the Client is so delayed, and the delay exceeds 14 days, Aspect shall have the right by written notice to the Client to terminate this contact forthwith in whole or in part and shall have no liability for the whole or part so terminated.

10. LIMITATION OF LIABILITY
(a) Notwithstanding any provision to the contrary Aspect shall not be liable for any consequential loss incurred by the Client howsoever arising whether for loss of profit, loss of use or goodwill or any type of special or indirect loss and whether occasioned by the negligence of Aspect or its employees or agents or otherwise.
(b) Except in the case of personal injury or death caused by Aspect’s negligence Aspect’s liability to the Client shall not in any circumstances exceed the amount actually paid to Aspect by the Client.

11. MATERIAL PROVIDED BY THE CLIENT
The Client shall be solely responsible for ensuring:
(a) that the content of any promotion, production or programme developed by Aspect on behalf of the Client is lawful and does not contain any slanderous misleading or defamatory material;
(b) that the Client is duly authorised to use any material that it provides and that it obtains any necessary clearances or licences from any third party.

12. INDEMNITY
The Client shall indemnify Aspect and hold Aspect harmless against all or any losses, costs and expenses that may be incurred by Aspect and all claims, damages and demands that may be made against Aspect arising out of:
(a) any breach by the Client of any of the Terms and Conditions and in particular clause 10; or
(b) any negligence on the part of the Client; or
(c) any claim by a third party or customer of the Client.

13. TRAVEL ARRANGEMENTS
In arranging travel and attendance at events Aspect will supply all relevant information in good faith but shall act only as an agent and will not have liability with respect to such arrangements.
14. CANCELLATION OR POSTPONEMENT
In the event of cancellation or postponement for whatever reason the Client undertakes to reimburse Aspect in full for any costs which have been incurred or committed by or on behalf of Aspect as part of Aspect or the Client fulfilling its obligations under the Agreement. Such costs include but are not limited to all and any external costs and costs incurred or committed in relation to executive time.

15. SUSPENSION AND TERMINATION
Aspect shall be entitled:
(a) to suspend its performance of the Services if and for so long as the Client shall be in breach of any of its obligations including failure to make any payment at the agreed time;
(b) to determine any agreement forthwith by written notice if the Client has not rectified any breach within 27 days of Aspect giving the Client written notice of such breach;
(c) to determine any agreement without notice in the event of the bankruptcy, insolvency or liquidation of the Client at any time or in the event of a receiver being appointed over all or any part of the Client’s assets.

16. WAIVER
The waiver or non-enforcement by Aspect of any breach or non-observance of the Agreement or any of the Terms and Conditions shall not prevent the subsequent enforcement of the Agreement in full and shall not be deemed a waiver of any subsequent breach.

17. NOTICES
Any notice which either party is required by the Agreement to serve on the other party shall be sufficiently served if sent by registered or first class post to the other party at its last known address and shall be deemed to be delivered 72 hours after posting.

18. PROPERTY LAW AND JURISDICTION
The Agreement shall be governed and construed according to English law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

19. INSURANCE
It is the Client’s responsibility to effect all or any policies of insurance in connection with the Services that it considers appropriate.

20. NON-SOLICITATION
Neither party shall during the continuation of any relationship between them and for a period of 12 months after expiry or termination of such relationship, howsoever caused, solicit the other party’s staff or personnel who have been employed or engaged in the provision of the Services or the performance of the Agreement. For the purposes of this clause “solicit” means the soliciting of such person with a view to engaging such person as an employee director sub-contractor or independent contractor.

21. INVALIDITY AND SEVERABILITY
If any provision in these terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect any other provisions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.