These Terms and Conditions should be read in conjunction with the Brief, which together with any documents referenced therein form the agreement between the parties in relation to the Presentation.
1.1. In these terms and conditions, unless the context otherwise requires or except as expressly provided, the following terms shall have the following meanings:
|"Brief"||means the written brief or explanatory briefing given to You by Us, setting out the requirements for the Presentation;|
|"Content"||means the text, hand-outs, power-point or other materials Used or developed by You for delivery of the Presentation at the Event or for the Webinar, as the case may be;|
|'Event''||means the conference, seminar, round-table, workshop or other event, specified in the Brief, where a presentation is to be given in person by You;|
|"Delegates"||means individuals who attend the event;|
|"ICAEW''||means The Institute of Chartered Accountants in England and Wales, incorporated by Royal Charter with company number RC000246 and having its principal office at Chartered Accountants' Hall, 1 Moorgate Place, London EC2R 6EA;|
|"Intellectual Property Rights"||means copyright and related rights, database right, patents, domain names, registered designs, design rights, trade marks, trade names, logos, trade secrets and know how, rights in performances, rights in goodwill or to sue for passing off, moral rights, the right to make applications for registration of any of the above (or rights of a similar nature) anywhere in the world (a) existing now or at any time in the future; and (b) whether registered or registrable or not;|
|"Fee"||means the payment due to You from Us, if any, as agreed in the Brief;|
|"Presentation''||means the lecture, address or presentation to be delivered by You at the Event or Webinar;|
|"Recording"||The film or sound recording made by or on behalf of ICAEW of an Event or Webinar;
|"Speaker''||means a person engaged to speak at an Event or Webinar;|
|"Substitute"||means a substitute for You appointed under the terms of Clause 15.3.|
|"Webinar"||means the presentation, specified in the Brief, to be spoken and/or presented, with text materials and visuals, and then delivered online.|
|";We, Us, Our"||means the ICAEW|
|"You or Your"||means the Speaker|
1.2 Any reference to any Schedule, clauses or sub-clauses is to a Schedule, clause or sub-clause of this Agreement. The Schedules are incorporated as part of this Agreement.
1.3 Any reference to a person includes an individual, firm, partnership, company, or corporation.
1.4 Any reference to a party or parties shall mean the parties to this Agreement.
1.5 Any reference to any rule, statute or statutory provision includes a reference to that rule, statute or statutory provision as from time to time amended, extended or re-enacted.
1.6 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.
1.7 The clause and Schedule headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement
2. Our obligations
2.1 We shall cooperate with You and provide You with such information as You may reasonably require in order to facilitate You to duly and punctually comply with your obligations under this Agreement.
2.2 In our dealings with You, We shall endeavour to respond to any queries in a professional and timely manner.
3. Your obligations
3.1 You undertake to prepare and deliver Your Presentation at the Event or for the Webinar in accordance with the Brief and this Agreement.
3.2 You undertake to submit the Content to Us for approval within the timeframe set out within the Brief. You accept that time is of the essence in relation to delivery of the Content.
3.3. You warrant that the Content:
- materially conforms to the Brief;
- is written, developed and prepared with the skill, care and ability of someone of Your calibre in Your field of expertise;
- is of a high standard and reasonably suitable for the ICAEW members or students to whom it is addressed; and
- does not contain anything which is illegal, blasphemous, defamatory or indecent or which infringes the statutory or common law rights of any third parties including any Intellectual Property Rights.
3.4 We take no responsibility for the Content, relying on You to write and construct this as appropriate. We may however, on reviewing the Content (if We choose to do so), request that You make changes to the Content, including editing, adapting and / or altering the Content in other ways so that the Content may be suitable for delivery at the Event or as a Webinar as the case may be. We shall endeavour to provide You with sufficient notice and reasons for the requested changes, and shall take your views into account wherever possible.
3.5 You shall not (except with our express prior written permission):
- save following review and input by Us as to content, format and branding and final written sign-off by Us, issue any questionnaires or give out any Delegate packs, assessments, feedback forms or hand outs; nor
- give details or information, either to Delegates or to their sponsoring or employing companies, about any fees charged by You to Us.
4. Fees and payment
5.1 If specified in the Brief, We will reimburse You for Your reasonable travel expenses including overnight accommodation provided that:
- any expenses must be approved in writing in advance by Us, such approval not to be unreasonably withheld or delayed;
- standard class travel only will be reimbursed; and
- all original receipts are attached to Your claim for expenses and itemised in an invoice.
5.2 Where applicable, lunch will be provided by Us at the relevant venue and is not subject to the expenses provisions above. Providing You give Us advance notice, We will cater for any special dietary needs.
6. Limitation of liability
6.1 Nothing in this agreement shall limit or exclude a party’s liability:
- for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;
- for fraud or fraudulent misrepresentation;
- for any indemnity providing under this Agreement; or
- for any other act, omission, or liability which may not be limited or excluded by law;
6.2 Subject to clause 6.1, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the agreement.
6.3 Subject to clause 6.1, a party's total liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to £50,000
7.1 Whilst We endeavour to promote Events and Webinars and to maximise attendance, the nature of our Events and Webinars means that We cannot give any warranties that the intended participants or delegates can and will attend the Event or in the case of a Webinar, that they will view or download it, nor that the promotion and / or any publicity expected by You will be generated.
8. Intellectual property
8.1 You own all Intellectual Property in the Content and your Presentation and nothing in this Agreement transfers any Intellectual Property to Us. In order for Us to obtain the full benefit of your Presentation, You grant Us the licence set out in clauses 15.1.1 or 16.1(e), as applicable.
8.2 You warrant that the Content is an original work and does not infringe the rights of any third party, including without limitation Intellectual Property Rights.
8.3 To the extent that the Content contains any third party Intellectual Property Rights (other than ICAEW Materials), You warrant that You have obtained from such third party the unrestricted, perpetual, worldwide permission for ICAEW and its licensees to Use such Intellectual Property Rights in the Content, for the purpose of the Event and in accordance with the licences granted in 15.1.1 and 16.1(e). All such third party Intellectual Property Rights shall be identified and acknowledged by You in the Content.
8.4 You will indemnify and keep Us indemnified at all times against any and all actions, claims, proceedings, costs and damages, and all legal costs and other expenses reasonably incurred by Us, or for which We may become liable, with respect to any Intellectual Property Rights infringement claim relating to or arising out of the Content or Your Presentation.
9.1 We will seek your written permission before using Your trade marks and / or logos in any art work or publicity material for the Event or Webinar.
10. Refusal of content
10.1 If in our opinion the Content:
- is not of a standard suitable for a Webinar or the intended Event;
- does not fulfil the terms of the Brief or this Agreement; or
- is not provided to Us on or before the specified date of delivery in the Brief,
We will discuss this with You and attempt to resolve any issues in good faith.
10.2 If on conclusion of the discussion outlined in Clause 10.1, We remain of the view that the Content is not suitable, We may refuse the Content. If We refuse the Content, the Brief shall be cancelled and You shall not be entitled to the payment of any Fee.
11. Term and termination
11.1 This agreement will remain in force, unless terminated by either You or Us in accordance with this Clause 11. During the term of this agreement, We are not obligated to provide You with any Briefs, and You are not obligated to give any Presentations unless We have agreed a Brief.
11.2 Where there are no outstanding Briefs, either party may terminate this Agreement on 14 days’ written notice. Where there is an outstanding Brief, termination under this Clause 11.2 shall not take effect until the Presentation related to that Brief has been completed.
11.3 Either party may immediately terminate this Agreement by giving written notice to the other party, if the other party:
- materially breaches the Agreement and fails to remedy such breach within 30 days of notice given by the party not in breach to the other;
- materially breaches the Agreement where such breach is not capable of remedy;
- does anything which, in the reasonable opinion of the injured party, could damage or otherwise bring into disrepute the reputation of the injured party; or
- goes into liquidation, receivership, administrative receivership, administration, becomes insolvent or ceases trading or a petition is presented for its winding-up or bankruptcy.
11.4 In the event of termination of this Agreement under Clause 11.3:
- any Brief not fulfilled at the date termination takes effect shall be cancelled,
- We will be under no obligation to pay the Fee and You will have no entitlement to the Fee; and
- We may, at our reasonable discretion and subject to Clause 6, refund to You any reasonable expenses already incurred but not paid prior to termination.
11.5 You will be entitled to immediately cancel any Brief by giving Us notice in writing if:
- We announce that the Event, or the relevant part thereof, is cancelled and will not be rescheduled;
- We substantially change the nature or requirements of the Brief or the Event; or
- the Event is postponed
11.6 We may cancel any Brief on giving You 14 days’ notice in writing if:
- (in our view) insufficient numbers of Delegates sign up to attend the Event or in the case of a Webinar, sign up for viewing or download; or
- the Event or Webinar in our opinion is no longer practicable or financially viable for whatever reason.
11.7 Where You cancel a Brief otherwise than in accordance with Clause 11.5 or without other reasonable explanation (as determined in our absolute discretion), You will Use your best endeavours to work with Us to minimise the costs of replacing You, which may include assisting Us to find a replacement Speaker for the Event or Webinar and / or providing your Presentation or parts thereof to the replacement Speaker.
12.1 Each party agrees with the other that they will maintain the other party’s confidentiality and will not make any unauthorised Use of any private or confidential information about the other party and their business, members, customers or its private and financial affairs, as the case may be.
12.2 This restriction does not apply to;
- any Use or disclosure authorised by Us or required by law; or
- any information which is already in, or comes into, the public domain otherwise then through Your unauthorised disclosure
12.3 Notwithstanding these terms, the provisions of this Clause 12 will survive expiry or termination (howsoever effected) of this Agreement.
13. Your status
13.1 The parties agree that the relationship of You (and any Substitute) to Us will be that of an independent contractor and that You (and any Substitute) are not our employee, worker, partner or agent and You shall procure that the Substitute shall not hold himself out as such. You shall be solely responsible for the payment of your income tax and national insurance ( and any Substitute) and You (and any Substitute) shall not be entitled to the provision of any employee benefits from Us nor shall We be required to pay any sick pay, holiday pay or insurance on behalf of You (and any Substitute). You shall also be responsible for the payment of any and all taxes of any kind resulting from the services that You perform.
13.2 You warrant and represent (i) that You (and any Substitute) have the right to work in the United Kingdom and shall retain this right for the duration of the time You (and any Substitute) are providing any services; and (ii) You will not be in breach of any contractual obligation binding on You by reason of entering into this Agreement or of performing the services.
13.3 You shall indemnify and keep Us fully indemnified against all costs (including legal costs), claims, demands, deductions, contributions, assessment, expenses, penalties, fines, interest and liabilities arising out of or in connection with (i) any claim, finding, or determination that You (and any Substitute) are an employee, worker or agent of Us (including our costs of terminating any employment or alleged employment), (ii) any claim, finding, or determination by the relevant tax or regulatory authorities that We are obliged to make tax or National Insurance (or equivalent) contributions or social security contributions on the basis that You (and any Substitute) are, or are deemed to be, an employee, worker or agent of Us, and / or (iii) any breach by You of the warranty in Clause 13.2.
14. Data protection
14.1 ICAEW and You undertake to comply with each of their respective obligations under the Data Protection Legislation when processing Personal Data pursuant to the terms of this Agreement and to keep confidential and not process any Personal Data which it or You may obtain or receive in connection with this Agreement other than in accordance with the terms of clause 14.2.
14.2 Where ICAEW receives the consent of an individual to share their Personal Data with You for the purpose of receiving direct communications from You, We shall both be separate controllers of the Personal Data and We both agree to the terms of the Separate Controller Data Sharing Schedule (icaew.com/gdprsctcs) in respect of the activities set out in Schedule A to this Agreement.
15.1 Where You are to give a Presentation at an Event, the following terms shall also apply:
15.1.1 You grant to Us a non-exclusive, royalty free, worldwide limited licence, commencing on the date of the Event and ceasing 12 months after the Event, to distribute copies of the Content and Presentation to Delegates and other interested persons either in hard copy, electronically or online.
15.1.2 The venue, event name and event date are indicative only and We reserve the right to alter them. Information given in any advance notification, programme, agenda or mailing is indicative only and We give no warranty or undertaking that the Event will comply with the same. Subject to Clause 11.5 and 11.6, the Brief will remain in place notwithstanding such changes or alterations.
16. Webinars and recorded events
16.1 Where You are to give a Presentation through a Webinar at a Webinar or an Event recorded by or on behalf of ICAEW, the following conditions shall also apply:
- We shall be responsible for recording the Event or Webinar and producing the Recording;
- We shall be under no obligation to deliver the Webinar or make the Recording available within any specified period of time but We shall endeavour to have it available within the timeframe indicated in the Brief, if any;
- We will be the owner of the copyright in the sound recording and film of the Recording;
- You agree to Your voiceover and/or performance being recorded and included in the Recording;
- You hereby grant to Us a non-exclusive perpetual, irrevocable, royalty free, worldwide licence in all languages and all media to Use, reproduce and publish the Content and Presentation and/or any extracts thereof in the media and territory set out in the Brief; and
- the Fee is inclusive of any rights to further licence fees, residuals, fees for rental right, or any equitable remuneration in respect of the Use of your Presentation.
17.1 This Agreement and the Brief constitute the entire agreement between You and Us and supersedes and extinguish all previous drafts, agreements, arrangements and understandings between Us, whether written or oral, relating to its subject matter. Each party agrees that they do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or the Brief.
17.2 You shall not assign any of your rights or obligations under this Agreement without our prior written consent.
17.3 You may with the prior written approval of Us and subject to the following proviso, appoint a suitably qualified and skilled Substitute to deliver the Presentation instead of You, provided that the Substitute shall be required to enter into direct undertakings with Us, including with regard to confidentiality. If We accept the Substitute, You shall continue to invoice Us in accordance with Clause 4.1 and shall be responsible for the remuneration of the Substitute.
17.4 The rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.
17.5 No waiver by any party of any breaches by the other party shall be construed as a waiver of any subsequent breach of the same or any other provision of these terms and conditions nor shall any delay or omission on the part of either party to exercise or avail itself of any right or power that it has or may have hereunder operate as a waiver of any breach or default.
17.6 Any variation to the provisions of this Agreement shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of ICAEW.
17.7 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.17.8 This Agreement shall be governed and construed in accordance with English law and any dispute arising under them shall be submitted to the exclusive jurisdiction of the English Courts.
17.7 No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
17.8 This Agreement shall be governed and construed in accordance with English law and any dispute arising under them shall be submitted to the exclusive jurisdiction of the English Courts.
Data Processing Activities for Separate Controller Data Sharing Schedule
|Delegates who have attended the Event or Webinar and who have given their consent for their basic details to be provided to the Speaker for marketing purposes.|
|Categories of Personal Data|
|Contact information including, first name, last name, job title, company name, email address, telephone number.|
|Categories of sensitive personal data|
|Direct marketing activities undertaken by the Speaker.|
|Nature of processing|
|Speaker to add details of consenting Data Subjects into their marketing database. The Speaker will need to contact the Data Subjects within 30 days of receipt of their personal data in order to validate the consent.|
|Duration of the processing|
|Not time bound subject to the Speaker retaining the appropriate consents from the Data Subjects.|