Thank you for choosing Wilmington Healthcare Limited (“WHL”) to support you and your business. WHL is part of Wilmington PLC and WHL deliver event products and services for other brands within the PLC, including, but not limited to International Compliance Association (ICA), MiExact, Smee & Ford, AXCO and Health Service Journal (HSJ).
1.    How your Agreement with WHL works
a.    Your (“Your” / “You” / “Customer”) Agreement with WHL is made up of the relevant Order Form, these General Terms of Business and the specific Terms and Conditions applicable to the services and products that WHL has agreed to provide to you.  The services and products covered by each individual set of Terms and Conditions are described at the beginning of that document.
b.    To the extent that there is any conflict between these General Terms of Business and a specific set of Terms and Conditions, the relevant Terms and Conditions will prevail.
c.    This Agreement is a contract between the Customer organisation or individual identified as such in the order form for the relevant WHL products and services (‘Order Form’) and Wilmington Healthcare Ltd a company incorporated in England and Wales under number 02530185 whose registered office is at 5th Floor, 10 Whitechapel High Street, London, UK, E1 8QS.

2.    General Terms of Business – Boilerplate Terms
a.    This Agreement is governed by English law and the courts of England will have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.
b.    WHL reserves the right to revise these General Terms of Business or any specific set of Terms and Conditions at any time
c.    The documents comprising this Agreement (together with any documents referred to therein or required to be entered into thereunder) contain the entire agreement and understanding between us and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of this Agreement and any such document.
d.    These General Terms of Business and the relevant set of Terms and Conditions apply to the exclusion of all other terms and conditions (including any which you purport to apply under any purchase order, confirmation of order, specification or other document).
e.    Notices required under this Agreement will be sent by email to the relevant party’s address on the Order Confirmation or as otherwise agreed in writing for such purpose.  Notice by email is deemed effective three hours from transmission.  WHL may also give notice to you via the relevant brand website and such notice is deemed effective at the time at which it appears on the relevant website.
f.    You acknowledge and agree that communication with us may be electronic.  We may contact you by email or provide you with information by posting on our main website or one of our brand’s websites.  You agree to this electronic means of communication and you acknowledge that any communications that we send to you electronically comply with any legal or contractual requirement that such communication be made in writing.
g.    You acknowledge that in contracting with us you have not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in these Terms of Business.
h.    Nothing in this Agreement will require WHL to do or omit to do anything which would contravene any applicable laws or regulations.
i.    You may not assign, sub-license, subcontract or otherwise transfer to any third party (including any company within your corporate group, if applicable) any of your rights or obligations under this Agreement.  We may assign, sub-license, subcontract or otherwise transfer to any third party (including any company within our corporate group) any of our rights or obligations under this Agreement at any time and without notice.
j.    In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain valid and enforceable.
k.    Termination or expiration of the contract between us will not affect the continuance in force of any provision of this Agreement which is expressly or by implication intended to survive termination.
l.    You will indemnify and hold harmless WHL and its employees, agents, officers, directors and other representatives from and against all costs, losses, liabilities and expenses which any of the foregoing may suffer or incur arising out of or in connection with your breach of this Agreement.
m.    Nothing in this Agreement will operate to exclude or limit WHL’s liability for death or personal injury caused by the negligence of WHL or its employees or subcontractors, for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.  Subject to the foregoing, WHL will not be liable to you under or in connection with this Agreement for any loss of profits, loss of or damage to data, loss of anticipated savings or interest, loss of revenue or loss of or damage to goodwill or for any indirect, special, economic or consequential damages, claims, losses or expenses of any kind.
n.    WHL will have no liability to you for any failure or delay in performing any obligation under this Agreement as a result of any event beyond its or its subcontractors’ reasonable control.
o.    Where this Agreement uses the words ‘include’ and ‘including’, these are illustrative and not limiting.
p.    WHL has the right to announce our business relationship with you publicly, including by announcements on social media. 
q.    We will use any personal information provided by you in relation to your authorised users in accordance with WHL’s
Privacy Policy

3.    Anti-Bribery and Sanctions
a.    You warrant that you will:

i.    comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
ii.    comply with such of our codes of conduct and anti-bribery and anti-corruption policies as are notified to you from time to time; and
iii.    promptly notify us of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with these Subscription Terms and Conditions.

b.    WHL is part of an enlarged corporate group which pledges to trade legally and respect all laws including the Trade Sanctions imposed by EU and US Governments.  We operate a Group Sanctions Policy which means that we cannot accept subscriptions from individuals or organisations based or residing in, or connected with, a country or organisation which is subject to EU or US Government sanctions.  WHL reserves the right to refuse to accept an order from any such person or organisation.
c.    Notwithstanding anything else in this Agreement, breach by you of the foregoing Anti-Bribery and Sanctions provisions will be deemed a material breach of this Agreement.
Awards Entries Terms and Conditions
When you apply to enter into a competition for an award in recognition of a particular achievement run by WHL (an ‘Award’), your agreement will be subject to the terms and conditions below (‘Awards Entries Terms and Conditions’).

1.    Scope of these Awards Entries Terms and Conditions
a.    These Awards Entries Terms and Conditions govern your application for entry into the Awards (as defined on the relevant entry form, which for the purposes of this Agreement will be deemed to be the Order Form). 
b.    The Awards are organised by WHL.
c.    WHL will publish entry criteria for each Award and will make those entry criteria available on the relevant WHL-operated website.

2.    Awards Entries
a.    Awards entrants must be at least 18 years of age at the date of entry and must comply with any further age or eligibility requirements set out in the entry criteria.  WHL may demand proof of compliance with eligibility requirements from entrants.
b.    Employees and agents of WHL and its group companies and family members of those employees and agents may not enter into the Awards.  Otherwise, entry into the Awards is open to all organisations and individuals which meet the entry criteria.
c.    All entries must be submitted in English, submitted online, and comply with the entry criteria.
d.    All entries must be received by WHL by the date specified in the entry criteria.

f. You may only submit the same project in a maximum of two categories.
g.    WHL accepts no responsibility or liability for any unsubmitted or incomplete entries and all such entries will be deemed invalid.  
h.    All entries correctly submitted by the relevant date and meeting the criteria will move to the next stage, to be reviewed by a panel of independent judges.

i.  Any entries not meeting clause 2(f) will be notified by email.  
j.     If there is a fee to enter it is non-refundable, and payment will become due and payable on submission of entries.
k.    WHL may, at its sole discretion and without notice or liability to any entrants, alter any aspect of or cancel any categories as a result, entries may be reallocated to appropriate categories.

3.    Entry Prices and Payment
a.    There may be a price payable for submitting an entry. These prices are set out on the relevant entry platform or can otherwise be obtained from us upon request.
b.    Prices may be subject to change from time to time.
c.     Payment can be made by credit or debit card at the time of submitting your entry or by invoice. If an invoice is requested payment is due immediately on receipt of this invoice.
d.    We reserve the right to disqualify your entry at any time if payment is not made.

4.    Judging and shortlist
a.    The entries will be judged by a panel of independent judges and a list of judges can be found on the event website.

b. The judges are required to disclose to WHL any entry which may involve or give rise to a conflict of interest, or potential conflict of interest.
c.    The judges reserve the right to re-classify or reject any entry that does not comply with the entry criteria or with these Awards Entries Terms and Conditions.
d.    In all matters, the decision of the judges will be final, and no correspondence or discussion will be entered into.

e.   All judges sign a non-disclosure agreement that confirms that they will be no divulgence or disclose of any of the content, activity, results, conversations, or presentations in relation to the awards
f.   Once the judges have reviewed and scored all the entries, those entries meeting a high enough score based on the entry criteria will join the shortlist of entries.
g.   Unsuccessful entries will be informed by email on the shortlist announcement date outlined on the event website.
h.   Feedback about your entry can be provided upon request to unsuccessful entries after the live awards event has taken place. 
i.   Successful entries on the shortlist, the lead entrant will receive an embargo email one week prior to the shortlist announcement (date can be found on the event website).
j.   The embargo email and information included in it, is to be treated strictly confidential and should not be communicated outside of your organisation until after the date and time specified in the email.
k.   Some Awards have a second stage of judging, which will require no more than three (3) representatives from your team/organisation to join a 25-minute virtual presentation with judges from the category entered. You have ten minutes to present three reasons why you should win, followed by 10-15 minutes of question from the panel of judges. Where applicable, time and date of your presentation will be allocated to you and outlined in the embargo email

5.    Ownership of Intellectual Property Rights
a.    All intellectual property and other proprietary rights in (the “Event Marks”) will be solely and exclusively owned by us, together with any goodwill therein.
b.    You will not acquire any rights in the Event Marks All intellectual property and other proprietary rights in or arising out of or in connection with the Event (including any rights accruing in the Event Marks) will be owned by us but always without prejudice to paragraph 6(a).
c.    Neither party will knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party's marks.

6.    Licence of Intellectual Property Rights
a.    You hereby grant to WHL a worldwide, non-exclusive, royalty-free, sub-licensable licence to use any logos or materials provided to us by you both:

i.     during the Term to promote and exploit the Event; and

ii.    for a period of 12 months following the Event in any report produced about the Event and in any promotional materials for similar events.

6.    Intellectual Property Rights Indemnity
a.    You will indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a claim that our use of any logos or materials provided by you under the Agreement in relation to your entry in accordance with these Awards Entries Terms and Conditions infringes the intellectual property or other proprietary rights of any third party.

b.    If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property or other proprietary rights then it will promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable co-operation (including the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but will not be obliged to take any further action.

8.    Awards Ceremony
a.    WHL will provide all shortlist entrants with details of the Awards ceremony at which the Awards winners will be announced. 
b.    WHL will contact all shortlisted organisations in advance of the Awards ceremony to offer those organisations the opportunity to book tickets to attend the Awards ceremony. WHL does not provide free attendance to the Awards ceremony for shortlisted organisations.  Any table booking at the Awards ceremony will be subject to WHL’s Table Booking Terms and Conditions.

9.    WHL’s Use of Awards Entries
a.    WHL may use all entries into Awards in furtherance of WHL’s business purposes, including within publicity and marketing for the Awards and the Awards ceremony and as part of a database within WHL’s websites and products.  By entering into the Awards. entrants agree to such use without restriction or condition.
b.    WHL may edit or amend Awards entries as it sees fit for the purposes set out above.
c.    By entering into the Awards, entrants agree to take part in any promotional activity requested by WHL and to the relevant individual or organisation’s name and photograph being published for the purposes of the Awards and the Awards ceremony and for WHL’s business purposes.

10.    Liability
a.    Subject to paragraph 2(m) of the General Terms of Business, WHL’s aggregate liability to you in respect of all losses, liabilities or damage suffered by you arising out of or in connection with these Awards Entries Terms and Conditions, howsoever arising and whether in contract, negligence or other tortious action or otherwise, will not exceed the value of sums paid in respect of the relevant table booking.
b.    You will ensure that we, our staff and our affiliates will not suffer or incur any loss, costs, claims or expenses of any kind arising from or in connection with any act or omission by you (including your delegates) during or otherwise in relation to your entry into or participation in the Awards.

11.    GDPR   
a.    This clause sets out the responsibilities of WHL (‘the Provider’), and the Customer in relation to the General Data Protection Regulation, Data Protection Act 2018 and any other applicable data protection law (“Data Protection Laws”). Any terms or words defined in Data Protection Laws and used in this clause relating to personal data shall have the meaning set out in Data Protection Laws. Where the Provider processes any personal data in relation to services or products covers by these Terms and Conditions, it does so as a data controller on its own behalf (including in order to comply with its obligations and exercise its rights under this agreement), and shall comply with Data Protection Laws in respect of such processing. Where the Customer provides any personal data in relation to this agreement, it warrants that it does so in compliance with Data Protection Laws and that the Provider may, under Data Protection Laws, process such data as required or anticipated by this agreement, and the Customer shall be responsible for any costs, losses or expenses the Provider incurs or suffers as a result of breach of such warranty.
b.    All data collected and processed in connection with the delivery of the Services to You shall be processed in accordance with WHL’s Privacy Notice which can be found at https://wilmingtonhealthcare.com/privacy-policy/
c.    You acknowledge that you will be contacted by WHL and subsidiaries thereof under legitimate interest via telephone or email about relevant products and services. You will be given the opportunity to opt out in all future communications.
d.   Within the entry platform we require the name, job title, organisation, email, and telephone number of a lead and second entrant. You acknowledge that this information can be used by the event team to contact you about your entry, judging and the awards.
e.   Any personal data provided within your entry, will be reviewed by our judges.
f.   For further information about GDPR and how we use your data please contact dataprotection@wilmingtonplc.com. We also encourage you to read our Privacy and Cookies Policy linked within the WHL Privacy Policy.

12.        Force Majeure
a.    Neither Party shall be liable to the other for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, governmental action or any other event that is beyond the control of the Party in question.