PARTNERSHIP MEDIA GROUP LTD LIMITED trading as Understanding ModernGov (“UMG”)

TERMS AND CONDITIONS FOR UMG – Training Courses

1 INTRODUCTION

1.1 These are the terms and conditions (“Course Terms”) that govern registration of and attendance at a Course (as defined below) owned, operated or provided by Partnership Media Group Ltd (“PMG”) or another Group Company (as defined below).

Your attendance and participation at a Course, and your enjoyment of any other benefits associated with a Course, is conditional on you complying with these Course Terms. Any additional terms and conditions that are posted on specific websites and/or publications of any group company in relation to any Course shall be deemed incorporated into these Course Terms.

1.2 Please note:

(a) where you register for and attend a UMG Course, these Course Terms will be governed by the laws of England and Wales and will operate as between PMG and you, to the maximum extent permissible under the law of the territory in which you are located; and

2 DEFINITIONS

2.1 “you/your” means (as appropriate), the attendee or participant as Registered Delegate at a Course.

2.2 “we/us/our” means PMG and/or a group company, as appropriate in accordance with Clause 1.2 above.

2.3 “Agent” means an employee, partner, director, agent or representative of a company or other legal entity.

2.4 “Content” means all materials, data, information and products provided as, relating to or forming part of the Course.

2.5 “Course” means, without limitation, conferences, exhibitions, conventions, congresses, summits, seminars, webinars, meetings, round table workshops, award dinners, public training, private or bespoke training.

2.6 “Course Confirmation” means our acceptance of your registration for a place at the relevant Course in writing (including by electronic mail).

2.7 “Group Company” means Partnership Media Group Ltd or any subsidiary of Partnership Media Group Ltd (including, without limitation, trading and brand names).

2.8 “Intellectual Property” means copyright, trade-marks, database rights and/or any other intellectual property rights as recognised in any jurisdiction.

2.9 “Registered Delegate” means an individual who has registered with us to attend or access a Course, either in their own personal capacity, or as an Agent.

2.10 “Representatives” means our suppliers, content providers, licensors and other suppliers, officers, employees, partners, affiliates, subsidiaries, sub-contractors, successors and assigns, agents or representatives.

2.11 “Software” means the Intellectual Property in any software that is made available for download from our websites relating to an Course or Content.

3 REGISTERED DELEGATE

3.1In order to access a Course (or specific Content within certain websites for the purposes of attending a Course), you must register with us as a Registered Delegate either:

a) in your own personal capacity, in which case you will be the Registered Delegate for the Course, or

(b) as an Agent of a company or other legal entity, in which case such company or other legal entity will be the Registered Delegate for the Course.

3.2In the event that you are an Agent, by agreeing to these Course Terms as set out below, you warrant that you have authority to agree to these Course Terms on behalf of the relevant Registered Delegate and the Registered Delegate shall be bound by these Course Terms

4 REGISTERING FOR A COURSE

4.1You may request registration of a place at a Course by:

a) completing a registration form through our website or other form as a “Registered Delegate”; or

(b) contacting us through e-mail or telephone or post in accordance with the instructions from our website; or

(c) contacting our representative at a Course that you are already attending to register a place on another Course (including an Ancillary Course, in accordance with Clause 11 below).

4.2 Should you register on a course via being contacted by a representative from PMG – either by phone or email – you will be deemed to have registered as delegate and subject to clause 5 below.

4.3 When requesting registration as set out above, you must provide us with accurate and complete information. It is your responsibility to inform us of any changes to that information (including, without limitation, your email address where requested), by updating your details on the relevant section of the applicable website or contacting us using contact details on the applicable website or such other contact information as is provided to you in any Course Confirmation (as defined below).If you do not provide accurate and complete information in connection with your registration, we may not be able to provide you with access to the Course or Content that you request or that are suitable to you. It is also your responsibility to inform us of any special access requirements at the time of requesting registration of a place at a Course.

5 CONFIRMATION OF YOUR BOOKING

5.1 All registrations for a Course (requested pursuant to Clause 4 above) are subject to availability and acceptance by us, which shall be at our absolute discretion. In the event that we accept your requested registration and subject to first receiving all reasonable information that we may require from you, we shall confirm our acceptance of your registration by issuing a Course Confirmation to you.

5.2 Upon the issuing by us of the Course Confirmation to you, there will be a legally binding contract between you and us to which these Course Terms shall apply. If you do not receive the Course confirmation within 24 hours of booking, then it is the delegate’s responsibility to follow this up.

5.3 Please read these Course Terms carefully. These Course Terms may be amended in accordance with Clause 18 below. It is your responsibility to bring these Course Terms to the attention of anyone who may, through you, register a place at a Course or view or use any Content. It is also your responsibility to bring the Course Terms to the attention of the relevant company or other legal entity where that company or other legal entity is the Registered Delegate.

6 DELEGATE INSTRUCTIONS

6.1 Delegate instructions will be sent within 10 days of the Course date. We cannot be held responsible for non–arrival of this information. If you have not received it within 7 days of the Course date, please call us on 0800 542 9440.Should you have any special requirements relating to audio and/or visual presentations, please inform us at the time of booking. We will endeavour to meet your requirements as far as possible and therefore recommend early booking and notification to facilitate this. Please note that due to pressures on the provision of BSL interpreters, PMG will need at least 6 weeks’ notice to provide this service.

7 FEES

7.1 The applicable fees for a Course shall be published by us on our website and/or in any of our other publications and we shall confirm such fees in our Course Confirmation pursuant to Clause 5 above. You shall pay the applicable fees in accordance with the instructions contained in the Course Confirmation.

7.2 Any applicable taxes such as value added taxes shall be in addition to the fee and you shall be notified of any such taxes in the Course Confirmation.

7.3 Fees for a Course are correct at the time of publication, but we reserve the right to amend the fees at any time but shall not affect any registrations for which a Course Confirmation has already been issued pursuant to Clause 5.1 above.

7.4 Payment is due within 30 days of the booking date, unless it is 30 days or less to the date of the Course, in which case the full amount is due within 7 days of the booking date.

8 CHANGES TO A COURSE

8.1 Whilst our Course programmes are correct at the time of publication, in certain circumstances, it may be necessary for us to alter the format, content, venue and/or timing of a Course. All Registered Delegates shall be notified, when possible, of such changes prior to a Course. The identity of the speakers on the day, the topic they cover or the timing of their session may be changed at any time without notice.

8.2 We reserve the right to delete or change any aspect of the Content and/or any of the technical specifications relating to a Course or any aspect of the same. You agree and acknowledge that such changes may result in you being unable to access the whole or any part of a Course for some time.

9 CANCELLATIONS AND REFUNDS

9.1 UMG Cancellations must be received in writing 30 days before the date of the Course and will be subject to a £195+ VAT administration fee per delegate. Cancellations received after this time or not put in writing will be subject to the full delegate fee, which will also be charged for non–attendance. Substitutions may be made at any time. PMG will not be able to offer refunds for cancellations arising from events outside of our control such as poor or extreme weather conditions.

9.2 Moving a booking to another Course will be possible, if payment has already been made and the delegate notifies PMG which live scheduled Course they wish to move to at least 30 days prior to the original Course date. If payment has not been made the delegate should cancel their booking, pay any cancellation fee applicable and book onto the alternative Course. If the delegate informs us of a desire to move their booking with less than 30 days to go to the Course, the full fee will apply and a transfer of the booking will not be possible.

10 TECHNICAL SUPPORT

10.1 You are responsible for procuring the necessary equipment and the payment of telephone and other charges necessary to access and/or use any Courses or Content (where applicable). We are not responsible for the reliability or continued availability of the telephone lines and equipment you use to access and/or use any Course or Content.

10.2 For some of our Courses which require online internet access, for example webinars, it is your responsibility to ensure that our technology is compatible with your systems prior to registering for such a Course. We are not liable or responsible for any technical issues which may arise because of your failure to ensure compatibility of our technology with your systems. Similarly, we are not liable or responsible for any delay, disruption or disturbance in the operation of the internet or problems caused by your Internet Service Provider or for any telecommunications failures which are beyond our control and/or 24-hour access to such a Course due to downtime for repairs, maintenance and/or repairs to our website.

10.3 We shall provide reasonable operational support between the hours of 9.00am to 5.30pm (GMT), Monday to Friday, where required for a Course. Requests for technical support should be sent to us by email and we shall respond as soon as practically possible.

11 ACCESS TO ONLINE COURSES

11.1 When you register for an online Course, or a Course which otherwise grants you access to Content made available on-line, you will be given one or more user names and passwords, as appropriate for your registration to the relevant Course.

11.2 Except to the extent a user name and password is intended for more than one user as agreed by us in writing, the following are not permitted:

a) sharing your user name and password with any other person (including for the avoidance of doubt, any other employee, partner, director, agent or representative of the Registered Delegate where you are an Agent); nor

(b) access through your user name and password being made available to multiple users on a network.

11.3 Notwithstanding the restrictions in Clause 10.2 above, you are responsible for all access to any Course and/or use of any Content by you or anyone else using any of your user names and passwords and for protecting against unauthorised use of any of your user names and passwords. If you believe there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name, password or any payment information), you must notify us immediately.

11.4 We reserve the right to access and monitor password-protected information, including any information which you upload or input and any information concerning your activities in relation to a Course or any Content, in order to fulfil our obligations in these Course Terms, to protect or comply with our legal rights and obligations and for other purposes as set out in our privacy statement and all in accordance with the terms of our privacy statement. We may also use cookies and similar technical tools as set out in our privacy statement to collect information about your visit to our websites and display advertisements that may be of interest to you and for such other purposes as are set out in our privacy statement.

12 REGISTERED DELEGATE RESPONSIBILITIES

12.1 It is the sole responsibility of the Registered Delegate to ensure that they are properly insured which should include adequate Personal Accident and Travel insurance prior to attending any Course requiring travel abroad. As a matter of good order, the Registered Delegate should also ensure that they have Employer’s Liability and/or Public Liability insurance cover as is most appropriate.

12.2 The Registered Delegate is also responsible for ensuring that they have all necessary up to date travel documentation, including but not limited to visas and other entry permits into any jurisdiction and they comply with all health formalities and any applicable laws in any jurisdiction where the Course is being held. PMG, nor any of its subsidiaries or trading brands, is not responsible for arranging or assisting delegates in obtaining travel visas.

13 YOUR USE OF CONTENT AND TRADE MARKS

13.1 All rights in and to the Course and Content relating to a Course belong to us, our group companies or our third-party content providers and are protected by the Intellectual Property laws of the UK, US and other countries. We may license third parties to use the Content at our sole discretion.

13.2You may use the Content solely for your own personal use and benefit and not for resale or other transfer or disposition to any other person or entity. You may not use, reproduce, modify, transfer, exploit, distribute or dispose of any Content for any commercial purposes, whether indirect or direct, nor in any manner that might compete with our business.

13.3 Save for where provided otherwise in these Course Terms, distributing, sharing, copying, posting, scanning, forwarding, selling, publishing, retransmitting or otherwise providing access to any part of the Content to anyone without our express prior written permission, is not authorized and may be a violation of national copyright law and the UK Copyright, Designs and Patents Act 1988.

13.4 Any request for permission to republish, reprint or use for any other purpose any of the Content or our trade marks should be sent to PMG in writing.

13.5 The Software belongs to us or our suppliers. Your use of the Software is governed by the terms of any licence agreement that may accompany or be included with the Software. Do not install or use any Software unless you agree to such licence agreement.

14 YOUR OBLIGATIONS

14.1 The Courses are not intended for users of under eighteen (18) years of age, and such individuals are not permitted to be Registered Delegates.

Without prejudice to Clause 3.2 above, you represent and warrant that:

a) you have the capacity to agree to these Course Terms; and

(b) you are at least eighteen (18) years of age.

14.3 You undertake that you will:

(a) comply with all applicable laws in relation to the Courses and/or your use of the Content including without limitation, laws relating to the use of Intellectual Property;

(b) not use the Content outside the scope of permitted use under Clause 13 above and will not infringe any Intellectual Property or other rights in or relating to the Courses or Content of any third party;

(c) not copy, reproduce, recompile, decompile, disassemble, reverse engineer, upload, download, transmit, create derivative works from or otherwise exploit or tamper with any of our websites in relation to a Course or, subject to Clause 13.5, any Software or other software embodied in any of our websites relating to a Course or the Content;

(d) not restrict the use or the access of any of our websites, Courses and/or Content by other registered delegates or authorised users nor hack into or cause damage to any server or other equipment operated by us

(e) conduct yourself in an appropriate business-like manner when attending a Course;

(f) not record, film or take photographs at the Course unless expressly permitted by us; and

(g) comply fully with these Course Terms (including, without limitation, the obligations set out in Clause 13, and any additional copyright notices, restrictions or terms of use contained in our website in relation to any Course or Content).

14.4 We reserve the right, without any liability, to refuse you admission or eject you from a Course for failure to comply with these Course Terms; or if in our opinion you represent a security risk, nuisance or annoyance to the running of the Course.

14.5 You acknowledge and agree that we may take photographs of you at a Course. If you do not wish for your photograph to be taken at a Course, please contact us in writing at PMG.

15 OUR OBLIGATIONS

15.1 Subject to and without limitation to Clause 16, we will exercise reasonable skill and care in our provision of the Courses provided to Registered Delegates, but from time to time faults may occur, in which case we will use reasonable efforts to repair them as soon as reasonably practicable.

15.2 We will endeavour to ensure Courses are priced correctly on the websites or other publications (or otherwise in the Content). However, errors may occur. If such a pricing error is discovered, we reserve the right to give you the option of either cancelling your place for any particular Course or reconfirming your order at the correct price.

16 DISCLAIMERS AND LIMITATIONS OF LIABILITY

16.1 Nothing in these Course Terms shall exclude or limit our liability for fraud or intentional unlawful conduct by us, or death or personal injury resulting from our negligence and the remaining provisions of this Clause 16 below.

16.2 To the maximum extent permitted by the applicable law, neither we, nor any of our Representatives will be liable to you for:

(a) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we or any of our Representatives have been advised of their possible existence, arising in connection with these Course Terms; nor

(b) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with these Course Terms;

16.4 Without prejudice to Clause 25 below, to the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this Clause 16 shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

16.5 Without prejudice to the limitation of liability provisions above, in the event that you incur any loss, damage or expense arising out of your use of any Courses and/or Content, you agree that our liability to you shall be limited to the higher of (a) the total amounts paid by you to us for the Course, and (b) the sum of £500.

17 INDEMNITY

You agree to indemnify and hold us, our Representatives, harmless against all costs, claims, damages, liability and expenses (including any professional fees) which we might incur by reason of a breach by you of these Course Terms including, without limitation, any of the warranties, representations and undertakings in Clause 14 above. For the avoidance of doubt, this indemnity shall extend (without limitation) to any losses which we may suffer as a result of the use by third parties of any user name and password issued to you by us, except in circumstances where you can demonstrate to our satisfaction that such third party obtained the relevant details through no fault (including, without limitation, negligence) of your own.

18 TERMINATION

18.1 Either party may terminate this agreement in accordance with Clause 8 above, Cancellations and Refunds.

18.2 We may terminate this agreement with immediate effect without providing notice to you, if you commit a breach of the Course Terms.

18.3 Cancellation of your access to a Course and use of any Content shall not affect any provision of this agreement which is expressly or by implication intended to come into effect or to continue in effect after such cancellation or expiry.

18.4 Cancellation of your access to a Course and use of any of the Content on these Course Terms shall not affect our right to receive any outstanding sums due to us at the date of cancellation, which sums shall be payable within fifteen (15) days of such cancellation.

19 ENTIRE AGREEMENT

19.1 These Course Terms constitute the entire agreement between you and us with respect to your access to and use of any Course and/or Content and supersede all prior agreements, negotiations and discussions between you and us relating to the same.

20 LAW AND JURISDICTION

20.1 Where you are a Registered Delegate for a UMG Course, these Course Terms (and any dispute or claim arising out of or in connection with these terms, including non-contractual disputes or claims), to the maximum extent permissible under the law of the territory that you are located in, will be governed by the laws of England and Wales and will be subject to the non-exclusive jurisdiction of the English courts.

21 FORCE MAJEURE

21.1 We shall not be deemed to be in breach of these Course Terms by reason of any delay in performing, or any failure to perform any service or our obligations in relation to these Course Terms, if the delay or failure was due to any cause beyond our reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, epidemics, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, or industrial actions or trade disputes (whether involving our employees or of third parties).

22 ASSIGNMENT AND SUB-CONTRACTING

22.1 You may not assign, sub-license or otherwise transfer any of your rights under these Course Terms without our prior written consent.

22.2 We may assign, sub-contract or transfer any and all of our rights and obligations under these Course Terms to any group company or any entity who acquires a substantial part of the assets of our business without your prior written consent.

22.3 Without prejudice to Clause 24.2, we may sub-contract delivery of a Course to any group company who operates the business relating to the relevant information, publication or data product forming part of that Course.

23 NOTICES

Any notice which is required to be given pursuant to these Course Terms shall be made by email or first-class post, in the case of you, to the address provided on your registration form and, in the case of us, to the address posted on the relevant website or otherwise notified to you in relation to any relevant Course. Any such notice shall be deemed to have arrived if sent by post within three (3) days of posting and if sent by email at the time of transmission.