These Terms and Conditions (the “Agreement”) govern the provision of each Office Hours Meeting (the “Meeting”) hosted by Webster Buchanan Research Ltd (”Webster Buchanan), whether conducted in-person, by telephone or by video. By participating in the Meeting, you warrant and represent that you are authorized to enter into this Agreement on behalf of the Organization you represent (“Your Organization”)
2. Intellectual Property
Your Organization shall retain full ownership and control over all material, text, designs, methodologies, processes, copyrights, trade secrets, and any other intellectual or industrial property provided by You to Webster Buchanan in connection with the Meeting.
Webster Buchanan shall retain full ownership and control over all material, text, designs, methodologies, processes, copyrights, trade secrets, and any other intellectual or industrial property brought to the Meeting or created in connection with the Meeting by Webster Buchanan, including any audio, visual, electronic or digital components. All such material shall be Webster Buchanan’s sole and exclusive property except to the reasonable extent that its use by you is permitted under this Agreement, excluding any disclosure to third party consultants, consulting and advisory organizations and other third parties operating in the HR and payroll markets.
3.1 Webster Buchanan agrees that without Your express written consent it shall not disclose any Confidential Information received from You to any third party.
3.2 You agree that you shall not disclose any Confidential Information or other material received from Webster Buchanan during the course of the Meeting to any third party without the express written consent of a director of Webster Buchanan and will take reasonable precautions to avoid unauthorised disclosure and protect against unauthorised use of the Confidential Information or material.
3.3 The term “Confidential Information” means any and all information disclosed by either party which is either identified as confidential or proprietary to the other party or should be reasonably understood to be confidential or proprietary, including but not limited to slides, tools, reports, methodologies.
3.4 This agreement imposes no obligation upon either party with respect to Confidential Information which it can establish by legally sufficient evidence: (a) was previously and legally in the possession of, or was rightfully known by, the non-disclosing party without an obligation to maintain its confidentiality prior to receipt; (b) is or becomes generally known to the public without violation of this agreement; (c) is obtained by the non-disclosing party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (d) is independently developed by the non-disclosing party without the use of or reference to the Confidential Information. Either party may disclose Confidential Information in accordance with valid judicial or other governmental order, provided that it shall have given the other party reasonable notice and opportunity to object prior to such disclosure, will seek confidential treatment of the information disclosed and shall comply with any applicable protective order or equivalent.
4. Data Privacy, Protection and Security
4.1 Webster Buchanan does not anticipate requiring any Personally Identifiable Information (PII) to be provided by You for the purpose of fulfilling the Meeting. Should any PII be provided by You, Webster Buchanan will make best efforts to (a) notify You that PII is not required for the Meeting and (b) delete such PII from its systems.
4.2 Notwithstanding Section 4.1, in the event that Personal Identifiable Information (PII) is provided to Webster Buchanan by You, You warrant that such PII will be provided in accordance with applicable Data Protection legislation in the United Kingdom, the EU General Data Protection Regulations and any other relevant legislation. Where Webster Buchanan recognises that it has received PII, such PII will be treated by Webster Buchanan in accordance with the EU General Data Protection Regulations and any other relevant legislation.
5. US, EU and UK Sanctions Compliance
Webster Buchanan provides no Services relating to countries subject to comprehensive sanctions by the Office of Foreign Assets Control (“OFAC”) at the US Department of the Treasury. By signing this Agreement, You confirm that Your Organization complies with all OFAC, UK and EU restrictions in regard to all countries it operates in and specific individuals and organizations in these countries, as well as in all other international operations worldwide.
6.1 Webster Buchanan is not responsible for any errors or omissions in the information or content provided by Webster Buchanan through or in connection with this Meeting, or for the results obtained from the use of such information or content. You and Your Organization assume the entire risk of the accuracy of such content and/or information.
6.2 Webster Buchanan is not responsible for information provided by or opinions expressed by any third parties through or in connection with this Meeting, including but not limited to information provided and opinions expressed on forums and comment threads or in Research Reports, blogs, articles, presentation slides, Web Seminars, methodologies and consulting tools.
6.3 This information and content is provided on the strict understanding that Webster Buchanan is not engaged in rendering professional advice and services of any description. As such, it should not be used as a substitute for consultation with professional advisers.
6.4 All information is provided “as is,” with no guarantee of completeness, accuracy, timeliness, or of the results obtained from the use of this information and without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability and/or fitness for a particular purpose.
6.5 You agree that you will not bring any claim of any nature personally against any Webster Buchanan directors, officers, employees, agents, shareholders, sub-contractors, successors and assigns. In no event will Webster Buchanan, its affiliates, and its and their directors, officers, employees, agents, shareholders, sub-contractors, successors and assigns, be liable for any indirect, incidental, consequential, special, or exemplary damages of any nature or kind whatsoever, including but not limited to lost profits or other economic loss related thereto.
7. Warranty and Indemnity
7.1 Both parties represent and warrant that in participating in the Meeting, they shall not publish, disclose or reveal any confidential or proprietary information of any third party without permission, or violate or infringe any valid right including intellectual property rights, of any third party. Both parties further represent and warrant that the execution and performance by them of this Agreement will not violate any law, state or other government regulation and will not violate any other agreement to which they are a third party.
7.2 You and Your Organization shall indemnify and hold harmless Webster Buchanan, its affiliates, and their directors, officer, employees, agents, shareholders, subcontractors, successors and assigns against any and all judgements, settlements, penalties, costs and expenses (including reasonable legal fees) paid or incurred in connection with claims by any third party which are attributable to a breach of any warranty or representation made or obligation undertaken by You under this agreement.
8. Relationship of the Parties
The parties acknowledge that nothing in this Agreement shall be construed so as to constitute a partnership, relationship of principal/agent or joint venture. Neither party is an agent of the other and neither party is authorised to waive or incur, assume or create any debt or obligation of any kind in the name of or on behalf of the other.
9. General Provisions
9.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all other agreements, promises, representations and negotiations, whether written or oral, between the parties regarding the subject matter of this Agreement. All modifications to this Agreement shall be in writing and signed by both parties.
9.2. Governing Law. This Agreement shall be governed by and construed under the laws of England & Wales. Venue for all actions arising from this Agreement is London, England.
9.3. Severability. If one section or part of this Agreement is found to be void or unenforceable, it shall not alter the legality or effect of the remaining sections of this Agreement.
9.4. Legal Fees. In any action hereunder, the prevailing party shall be awarded its reasonable attorneys' fees and costs.