These are the Terms and Conditions of GES Event Intelligence Limited, trading as Visit (registered in England under number No 2685312) whose registered office is at Silverstone Drive, Gallagher Business Park, Coventry, Warks CV6 6PA (“GES Event Intelligence”).
Under these Terms and Conditions GES Event Intelligence will provide the Services for the Client at the Event.
Agreement Data means Personal Data Processed for the purposes of the Conditions, pursuant to the Services.
App means GES Event Intelligence’s mobile phone application which is an application for scanning and collecting participant and product information at the Event.
Barcode Scanner means the digital scanner owned by GES Event Intelligence and rented to the Client for the purpose of scanning visitor information.
Client means any exhibitor that is a company (not a sole trader or partnership) which places a Direct Order or Indirect Order with GES Event Intelligence for the Services at an Event
Conditions means these Terms and Conditions and any event schedules that are created and agreed by GES Event Intelligence and the Client from time to time.
Data Controller will have the meaning given to it in the Data Protection Legislation.
Data Processor will have the meaning given to it in the Data Protection Legislation.
Data Protection Legislation means: the General Data Protection Regulation (EU) 2016/679,Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector as amended by Directive 2006/27/EC and Directive 2009/136/EC and as amended or replaced from time to time; and all and any other associated legislation connected with and governing the processing of Personal Data applicable to the Parties, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all relevant regulatory guidance and codes of practice.
Data Subject will have the meaning given to it in the Data Protection Legislation.
Direct Order means an order for the Services placed by the Client directly with the Organiser (and then confirmed by the Organiser to GES Event Intelligence, on behalf of the Client), in relation to a specific Event.
Event means any exhibition, conference, display, show or other event at which GES Event Intelligence is providing Services as further described in a Direct Order or Indirect Order (including linked or related events which are considered part of any Event).
Group means GES Event Intelligence, all GES companies and any third parties with whom data is shared.
Hosting Services means the hosting centre, security and support services provided by GES Event Intelligence to the Client to facilitate the Client’s use of the Services during the Term.
Indirect Order means an order for the Services placed by the Client with GES Event Intelligence directly, which GES Event Intelligence then provides on behalf of the Organiser in relation to a specific Event.
Intellectual Property means patents, design rights, trademarks, business names, domain rights names, copyrights, database rights and all other intellectual property rights of a similar or corresponding nature.
GES Event Intelligence means GES Event Intelligence Limited (as defined above) comprising Visit Create, Visit Connect and Visit Discover technologies.
Organiser means any firm or body which is an Organiser of an Event.
Personal Data will have the meaning given to it in the Data Protection Legislation and for the avoidance of doubt includes Sensitive Personal Data.
Processing (and “Process” and “Processed” shall be construed accordingly) will have the meaning given to it in the Data Protection Legislation.
Scanpoint (QR Code) means the QR code solution provided by GES Event Intelligence enabling exhibitors to share content and visitors to scan a QR code and collect the content. Exhibitors receive visitor contact information for lead capture.
Services means the Services provided by GES Event Intelligence to the Client including licensing the use of the Software and Hosting Services during the Term.
Software means the App, the Barcode Scanner and any of GES Event Intelligence‘s application software which is used by the Client to Process visitor data at an Event (which may include Personal Data).
Tablet means the device owned by GES Event Intelligence and rented to the Client for the purpose of scanning visitor information.
Term means the period agreed by GES Event Intelligence and the Client during which GES Event Intelligence will provide the Services to the Client.
Touchpoint means the NFC badge reading device owned by GES Event Intelligence and rented to the Client for the purpose of enabling visitors to request information and/or provide feedback to the Client.
Visit Connect means GES Event Intelligence software which allows the Client to record and follow up on sales leads it establishes with attendees at an Event using the App, Barcode Scanner, Touchpoint or Scanpoint (QR Code).
Visit Connect Portal means portal hosted by GES Event Intelligence’s through which the Client can access the information that the Client has Processed using Visit Connect.
Visitors: representatives from a company, partnership, sole trader or private individuals who attend an Event.
Visit Discover: means GES Event Intelligence software which allows the Visitor to scan, record and follow up on products, services, companies and other information collected at the event via Touchpoint or Scanpoint (QR Code).
1. 1. In these Conditions, the clause headings do not affect the interpretation of the clauses to which they refer.
1.2. These Conditions shall apply to the supply of Services by GES Event Intelligence to the Client and shall prevail over any terms and conditions of the Client or established course of dealings between the parties. In placing any Direct Order, requesting or procuring the placement of any Indirect Order or accepting delivery from GES Event Intelligence, the Client accepts these Conditions to the exclusion of all other terms and conditions save to the extent that any variation is expressly agreed to in writing by GES Event Intelligence.
1.3. Any verbal Direct Order placed by the Client or verbal Indirect Order placed by the Organiser must be confirmed to GES Event Intelligence in writing within 7 days in order to be applicable. GES Event Intelligence will accept email as valid written confirmation. The Client will be bound by these Conditions once it places a Direct Order or Indirect Order for the Services in any format.
1.4. Where any Direct Order or Indirect Order is placed via the GES Event Intelligence website from a computer or other device (“Device”) these Conditions will apply in respect of all use on behalf of the Client of that Device regardless of the specific user utilising the Device.
2.1. All prices unless otherwise stated are exclusive of VAT which will be charged in addition at the standard rate at the appropriate tax point.
2.2. All Direct Orders and Indirect Orders are accepted on condition that GES Event Intelligence will be entitled to make further charges to the Client in respect of necessary incidental implementation costs.
3.1. GES Event Intelligence‘s payment terms are payment in full by cash, cheque or credit/debit card with each Direct Order and/or Indirect Order.
3.2. If GES Event Intelligence agrees to grant credit terms, all payments are due within 30 days from the date of the invoice. The Client will be deemed to accept any invoice unless it objects in writing to GES Event Intelligence within 7 days of the date of the invoice.
3.3. Where payments are made by invoice, all invoices must be paid in full no later than 5 working days prior to the Event to which they relate. If the Client fails to make full payment, GES Event Intelligence may cancel the Client’s reservation for Services at the Event or disable the Client’s access to any of Visit Connect, Visit Connect Portal, the Software, the Hosting Services and the Services.
3.4. Where any payment from the Client is overdue, GES Event Intelligence reserves the right to charge interest from the date of invoice until payment at 10% per annum compounded annually.
3.5 If the Client has failed to meet GES Event Intelligence‘s payment terms, GES Event Intelligence may cancel the Direct Order or Indirect Order at its sole discretion.
3.6. All payments must be made by direct bank transfer to the bank account stipulated in the Direct Order or Indirect Order and in the currency provided for in the Direct Order or Indirect Order. The Client is solely responsible for all bank transfer costs.
3.7. Where Client has placed a Direct Order they should contact the Organiser to complete the order process.
4.1. In consideration of the payment by the Client or the Organiser for the Services at the Event, GES Event Intelligence will provide those Services to the Client as specified in the Direct Order or Indirect Order.
4.2. GES Event Intelligence will use all reasonable endeavours to provide the Services specified in the Direct Order or Indirect Order in a timely manner.
4.3. GES Event Intelligence grants the Client a personal non-transferrable licence to use the Software hosted by GES Event Intelligence for the Client’s own business use only. Each user (being each individual with their own, sole, access rights) will have a unique user log in which will constitute a single licence.
4.4. Where relevant, the Client will pay the per user fee for the agreed number of licences specified in the order to continue for the Term stated in the order.
4.5. GES Event Intelligence may move or suspend the Software for short periods of time to carry out maintenance or repair to servers or to implement improvements to the Software. GES Event Intelligence will notify the Client of planned maintenance but may not be able to notify the Client of emergency maintenance or repairs.
4.6. Subject to the provisions of clause 4.5, GES Event Intelligence will use reasonable endeavours to keep the Software available to the Client at all times.
4.7. The Client must notify GES Event Intelligence as soon as it becomes aware of any issue with the Software or Services.
4.8. The Client must notify GES Event Intelligence immediately if the App, Barcode Scanner, Tablet, Touchpoint or QR Code fails to operate. GES Event Intelligence will not be responsible for any loss of information stored on the App, Barcode Scanner, Tablet or Touchpoint and GES Event Intelligence‘s sole liability will be to provide a replacement (where appropriate) as soon as is practicable.
4.9. The Client must notify GES Event Intelligence immediately in the event of any failed attempted use of the App. GES Event Intelligence will not be responsible for any loss of information stored on the App. Client acknowledges that such information loss may occur if the cache memory of the App is cleared whilst the App is not synchronised or if the device hosting the App is lost or stolen.
4.10. GES Event Intelligence will use reasonable endeavours to respond to emailed notification of Software or Service problems and to resolve them promptly. Client must refer any problems directly to GES Event Intelligence as opposed to the Organiser.
5.1. Where the Client uses the Software through the Hosting Services it may not download, copy or install the Software or any part of it on any Device. This does not prevent download of the App to the Client’s Device to the extent authorised by GES Event Intelligence.
5.2. The Client may not reverse engineer, decompile or disassemble the Software, the Barcode Scanner or the App except to the extent that such acts are lawful.
5.3. The Client will not transfer, licence, network or otherwise distribute or make available the Services (including but not limited to) the Software in any manner to any third party.
5.4. The Client may not adapt, modify, merge, revise, translate, enhance or create derivative works of the Services (including but not limited to) the Software for any purpose.
5.5. The Client will take security measures to safeguard the Services (including but not limited to) the Software from damage or access to it by unauthorised persons. This includes taking security measures to prevent theft or loss of any device upon which the App used to access the Software is stored.
5.6. The Software has the functionality to allow the Client to perform certain administrative functions. The Client undertakes to keep all usernames, passwords and other access details relating to administrative functions confidential and to indemnify GES Event Intelligence for any loss or damage arising from its failure to do so.
6.1. In consideration of GES Event Intelligence’s obligations under these Conditions the Client will:
6.1.1. Not abuse or misuse the App or any Barcode Scanner, Tablet or Touchpoint provided. Each must be returned to GES Event Intelligence at the end of the Event for downloading and recharging. A fee of £500 or the equivalent currency (as applicable) will be levied for any lost or damaged Barcode Scanners, Tablets or Touchpoints unless GES Event Intelligence’s indemnity has been purchased.
6.1.2. Where using the App as a scanner ensure that the device on which the App is stored has sufficient memory capacity to store the data required and is capable of synchronising the data in full.
6.1.3. Not to introduce any virus or similar contagion to the Software from use of the App or otherwise.
6.1.4. Provide and maintain adequate internet connectivity where the Client wishes to make use of real time data collection at any Event. GES Event Intelligence is not responsible for internet or broadband connection.
6.1.5. Provide reasonable co-operation and support in relation to configuration of the Software and provision of the Hosting Services. Such co-operation will include but not be limited to making available appropriate computer facilities when requested by GES Event Intelligence and ensuring that the Software is accessed and operated by competent personnel who have been trained specifically where required.
6.2. If the Client does not perform its obligations under these Conditions this may affect the ability of GES Event Intelligence to perform its obligations. GES Event Intelligence will not be considered in default to the extent that its ability to perform has been affected by the Client’s default.
6.3. The Client will indemnify GES Event Intelligence against all and any claims or penalties arising from allegations or findings of misuse of Personal Data where GES Event Intelligence has complied with the Client’s written instructions. The Client will also indemnify GES Event Intelligence against any loss or damage to the Software or to data stored upon the Software by reason of contagion by virus or other cause introduced by use of the App from the Client’s mobile device.
6.4. The Client will supply GES Event Intelligence with all matters and instructions required under this clause 6 on a timely basis in order that GES Event Intelligence can perform the Services on time, in accordance with the estimate of times for provision of services provided in the Direct Order or Indirect Order.
7.1. For the purposes of this clause 7 the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Processing” (and “Process” and “Processed” shall be construed accordingly”) and “Sensitive Personal Data” shall have the meaning assigned to them under the Data Protection Legislation.
7.2. In relation to both Direct and Indirect Orders, the parties acknowledge that the Client (in relation to the Processing of its Visitor data, including across multiple Events where the Client has previously received similar Services from GES Event Intelligence, (“Conditions Data”)) and the Organiser (in relation Client, exhibitor and Visitor data at its Event(s)) are both sole Data Controllers of Agreement Data processed under these Conditions and that GES Event Intelligence is the Data Processor, acting on behalf of each Data Controller independently.
7.3. The Client shall, when Processing Personal Data as a Data Controller for the purpose(s) of performing its obligations under these Conditions, comply in all respects with the Data Protection Legislation.
7.4. As part of the Services, the Client acknowledges its instructions to and agrees that:
7.4.1. GES Event Intelligence, in its capacity as Data Processor, shall anonymise Personal Data which the Client has collected as part of the Intended Purpose of these Conditions(“Anonymised Data”); and
7.4.2. Following the process set out in 7.4.1 above, GES Event Intelligence shall be entitled to use the Anonymised Data for its own business purposes and share this with the Group who may use it for their own business purposes.
7.5. As part of the Services , the Client acknowledges its instructions to and agrees that:
7.5.1. GES Event Intelligence, in its capacity as Data Processor, shall transfer Agreement Data which the Client has collected to the Organiser; and
7.5.2. the Client will provide all of the necessary information and obtain all of the relevant consents required under the Data Protection Legislation including making its privacy notices and marketing consent options available to Visitors in advance of data collection to enable GES Event Intelligence to provide the Services (including specifically the sharing of their personal data with the Organiser pursuant to clause 7.5.1 above); and
7.5.3. the Client will ensure Visitors are aware of consent and data sharing implications of badge scanning in advance of doing so.
7.6. GES Event Intelligence as a Data Processor is not or will not be liable for the collection and/or use of Agreement Data by the Client or the Organiser.
7.7. Where GES Event Intelligence Processes Conditions Data as a Data Processor for or otherwise on behalf of the Client (as the Data Controller) for the purposes of carrying out its obligations under these Conditions it shall:
7.7.1. Process the Conditions Data only for the purposes of carrying out its obligations under these Conditions and otherwise in accordance with the instructions of the Client from time to time; and
7.7.2. take appropriate technical and organisational measures against the unauthorised or unlawful Processing of the Conditions Data and against actual loss or destruction of, or damage to, the Conditions Data, having regard to the state of technological development and the cost of implementing any measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data.
8.1. GES Event Intelligence shall have no liability to the Client for:
8.1.1. cancellation of any Event. Where cancellation occurs GES Event Intelligence will refund payments to the Client within 30 days of cancellation subject only to unavoidable and administrative deductions.
8.1.2. postponement of any Event. If an Event postponement occurs, GES Event Intelligence will, at the option of Client, either (a) provide Client a refund less an administration fee of 15% of the Services fee or (b) provide Client a credit for either the rescheduled Event or a future event.
8.1.3. any errors arising from failure of the Client’s computer, server, App or mobile device or inadequacy of the Client’s internet or broadband connection. Use of the App as a scanner may cause loss of data where the Client fails to synchronise the data in full or where the cache memory of the App is cleared when not synchronised or when the device upon which the App is lost or stolen. Further, GES Event Intelligence does not accept liability for any loss of data arising from use of the Barcode Scanner, Tablet, QR or Touchpoint where the Client has lost or damaged the device or failed to download data from it. GES Event Intelligence accepts no liability for loss of or degradation to data on the Software platform. However, it will back up data and will use all reasonable endeavours to restore any lost or degraded data upon the Software.
8.1.4. any loss of profit, loss of use, loss of revenue, loss of anticipated savings, loss of business or loss of data (in each case whether direct, indirect or consequential);
8.1.5. liability of the Client to third parties (whether direct, indirect or consequential): or
8.1.6. indirect, consequential or special loss.
8.2. GES Event Intelligence ‘s total liability under this clause shall be limited to £1m for any one event or series of connected events.
8.3. GES Event Intelligence’s maximum liability to the Client under these Conditions or otherwise (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to the sum equivalent to the fees paid or payable to GES Event Intelligence for the Services under the Event Schedule being performed by GES Event Intelligence for the Client
8.4. The parties acknowledge and agree that the limitations contained in this clause 8 are reasonable in the light of all the circumstances.
9.1. All Intellectual Property Rights existing prior to the agreement of the parties shall continue to belong to the party owning them.
9.2. GES Event Intelligence grants the Client a licence to use the Software as provided by clause 4.3. The Client may not use the App to store the Software or any part of it upon a mobile device.
9.3. The Intellectual Property Rights in any work by or for GES Event Intelligence in relation to these Conditions shall vest in GES Event Intelligence unless it is specifically agreed in writing that such rights shall be transferred to the Client.
9.4. In the event that new designs or processes are involved in the performance or as a result of these Conditions, such development be the sole property of GES Event Intelligence.
9.5. The Client shall indemnify GES Event Intelligence against liabilities, costs and expenses which GES Event Intelligence may incur as a result of work done in accordance with the Client’s requirement involving infringement of any third party copyright or other intellectual property right.
9.6. GES Event Intelligence owns the copyright in the Software. GES Event Intelligence will indemnify the Client and defend at its own expense any claims of infringement of copyright or other intellectual property rights affecting the Software provided that:
The Client gives GES Event Intelligence prompt notice of any claims it has made; GES Event Intelligence has the right to defend any such claim and make settlements at its complete discretion. The Client will give such assistance as GES Event Intelligence may reasonably require at GES Event Intelligence ‘s cost in relation to settling or opposing any claim.
In the event that any such infringement occurs GES Event Intelligence may at is sole cost and expense:
Procure for the Client the right to continue using the Software or infringing part of the Software; or
Modify or amend the Software or infringing part so that it becomes non-infringing without affecting its functionality; or
Replace the Software or infringing part by other software with materially the same functionality.
10.1. These Conditions apply for the duration of the Services provided for the Event and for a further period of 6 months thereafter. Subsequent Events, which may be ordered by Direct Order or Indirect Order, will also be deemed to be subject to these Conditions. The Client has no right to cancel its Direct Order or Indirect Order for the Services once GES Event Intelligence has accepted it, save in the case of material breach as provided by clause 10.2.
10.2. GES Event Intelligence or the Client (the Terminating Party) shall be entitled to give written notice to the other to terminate these Conditions(or any Event Schedule entered into under these Conditions) upon the happening of any of the following events:
10.2.1. If the other commits any material breach of its obligations under these Conditions which breach is incapable of being remedied or (if capable of remedy) which breach shall not have been remedied within the 30 days of the Terminating Party giving notice to the other party in writing specifying the breach, requiring its remedy and stating the Terminating Party’s intention to terminate in the event of non-compliance;
10.2.2. If the other enters into liquidation whether compulsorily or voluntarily (otherwise than for the purpose of amalgamation or reconstruction where the merging company assumes the obligations of the party entering into liquidation) or compounds with its creditors or has an administrator, administrative receiver or receiver appointed over all or any part of its assets or undertaking or takes or suffers any similar action in consequence of debt.
10.3 The termination of these Conditions shall save as expressly otherwise provided be without prejudice to any rights of either party which have accrued prior to the date of termination of these Conditions.
Neither party shall be liable for any delay in performing or in failure to perform its obligations under these Conditions due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of these Conditions and the time performance of the effected obligations will be extended by such period as is reasonable. Upon the occurrence of a cancellation or postponement of an Event arising out of these Conditions, Section 8.1.1 or Section 8.1.2 will apply. The Client’s failure to meet payment obligations under clause 3 is not an event of force majeure.
12.1. The Event Schedule to these Conditions shall be incorporated in and form part of these Conditions.
These Conditions shall be capable of being varied only by a written agreement signed by a Director or other authorised representative of each party.
If any part of these Conditions is found by a Court to be invalid, unlawful or unenforceable then such part will be severed from the remainder of these Conditions which will continue to be valid and enforceable as permitted by law.
No failure by either party to exercise any right or remedy or any delay in such exercise shall operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it or the exercise of any other right or remedy.
Any notice to be given by either party to the other shall be in writing and delivered personally or sent by pre-paid recorded delivery or registered post to the other at the other’s registered office for the time being or by facsimile transmission and shall be deemed to be received if delivered personally at the time of receipt or if sent by post at the expiration of 72 hours after being posted correctly addressed or if by facsimile 24 hours after dispatch to the correct facsimile number.
These Conditions shall be governed by and construed in accordance with the laws of England.