Last updated October 2023
TERMS AND CONDITIONS OF BUSINESS
These terms and conditions (“Terms and Conditions”) apply to any services sold by streamGo to business Clients. Please read these Terms and Conditions carefully and ensure that you understand them before ordering any services or making any orders from streamGo. streamGo shall only provide their services pursuant to these Terms and Conditions and the Agreement where entered into by the parties. These Terms and Conditions are in the English language only.
IT IS AGREED as follows:
Definitions and Interpretation
In the Agreement and/or these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Additional Services”
means any additional services provided by streamGo to the Client at the Client’s request and not detailed in the Sales Order;
“Agreement”
means these Terms and Conditions together with the Sales Order;
“Business Day”
means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
“Change Request”
means a request for a change to the Sales Order made by the Client;
“Client”
means the person or entity streamGo are supplying the Event Management Services, any Additional Services and undertaking the Event to, as set out in the Sales Order;
“Client Content”
means any information, data, text, images, files, links, software, chat, communication or other materials provided to streamGo by the Client from time to time;
“Confidential Information”
means all material, non-public, business-related information, written or oral, whether or not it is marked as such, that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation.
“Data Protection Legislation”
the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and any successor legislation to the GDPR including the Data Protection Act 2018 and any other applicable data protection legislation as may be amended from time to time;
“Data Subject”
has the meaning set out in the applicable Data Protection Legislation;
“Event(s)”
means the Webinar(s), Virtual Event(s) or other online event(s) to be produced by streamGo on a date and time as detailed in the Sales Order or as agreed between the Parties or a pre-recording session or technical check for one of the above Event(s);
“Event Content”
means the content of the Event, in whatever form, including data, text, images, files, links, software, chat, communication or other materials as prepared, broadcast or published by the Client in the course of the Event;
“Event Management Services”
means the services to be provided by streamGo, as detailed in the Sales Order;
“Intellectual Property Rights”
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (including streamGo Platform), database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Personal Data”
Has the meaning set out in the applicable Data Protection Legislation
“Sales Order”
means the proposal document prepared by streamGo and provided to the Client setting out the Event Management Services to be provided by streamGo, details of the Event and the Total Fee;
“Schedule”
means a schedule to the Agreement
“Services”
means the Event Management Services to be provided by streamGo for the Client referred to in the Sales Order.
“streamGo”
means streamGo Limited, a company registered in England and Wales under number 14531294 whose registered office is at International House, 61 Mosley Street, Manchester M2 3HZ;
“Term”
means the term of the Agreement over which the Event Management Services and the Event(s) shall be provided, as set out in the Sales Order;
“Total Fee”
means the total sums payable for the Event Management Services and the Event(s) as set out in the Sales Order;
“User”
means a third party attendee of the Event;
“Virtual Event(s)”
means an online event that involves people interacting on the web, rather than meeting in a physical location. Virtual events may include multiple keynote speakers, breakout sessions and sponsor-led discussions. Virtual events can use live or pre-recorded video streams as well as slide-based presentations;
“Hybrid Event”
means a video broadcast of an Event filmed live on location and transmitted across the Internet; and
“Webinar”
means a pre-recorded or live web-seminar conducted over the Internet.
“streamGo Pro”
means access to our platform to run your own events within the allowances set out in your service agreement.
Unless the context otherwise requires, each reference in the Agreement to:
“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
“this Agreement” is a reference to the Agreement and each of the Schedules as amended or supplemented at the relevant time;
a Clause or paragraph is a reference to a Clause of the Agreement (other than the Schedules) or a paragraph of the relevant Schedule as applicable.
a "Party" or the "Parties" refer to the parties to the Agreement.
The headings used in the Agreement are for convenience only and shall have no effect upon the interpretation of the Agreement.
Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender.
References to persons shall include corporations.
Event Management Services
streamGo shall, throughout the Term of the Agreement, provide the Event Management Services to the Client.
streamGo shall use reasonable care and skill in providing the Event Management Services.
Fees and Payment
Unless otherwise agreed in the Agreement, the Total Fee shall be paid to streamGo within 30 days of receipt of an invoice from streamGo or in accordance with any payment schedule (if any) and in any event no later than 7 days before the start date of the Event.
Unless otherwise agreed in the Agreement, if this Agreement is signed within 1 calendar month prior to the start of the Event, notwithstanding sub-Clauses 3.1 and 3.2, the Total Fee shall be payable within 7 days of entering into the Agreement.
Out of pocket expenses, disbursements not covered under Sales Order must be confirmed by the Client in writing before being incurred streamGo. Any such costs shall be invoiced by streamGo to the Client and payment therefore shall be due within the earliest of either (i) 14 days of the date of the invoice or (ii) 14 days prior to the start of the Event.
Time shall be of the essence for payments under the Agreement. If the Client fails to make any payment on its due date then streamGo shall, without prejudice to any right which streamGo may have pursuant to any applicable laws in force from time to time, have the right to:
suspend the provision of the Services upon written notification to the Client (which can be sent to the Client via email) and continue to do so until the relevant payment is made in full and/or;
charge the Client interest on any sums over due until payment is made in full, including, where applicable, both before and after any judgement, at the rate of 8% per annum over the Bank of England base rate from time to time in force
All fees and charges shall be exclusive of Value Added Tax.
Variation and Amendments
If the Client requests Additional Services or a change to those set out in the Sales Order, a Change Request will be deemed to be made by the Client. The receipt of the Change Request by streamGo (whether oral or in writing) will constitute a request to streamGo to undertake the work at the then published prices (https://streamgo.events/deliverables) or, if the requested work is not contained within the published prices or if the costs associated to such work is not otherwise agreed upon between streamGo and the Client, streamGo shall set out such additional costs and fees to the Client. streamGo shall use all reasonable endeavours to supply the necessary details within 10 Business Days from receipt of the Change Request or such other period as may be agreed. The Client shall be deemed to have accepted such additional costs and fees within 2 business days of receipt of such communication in the event of no objection to such additional costs and fees communicated by streamGo.
Once the Change Request has been implemented, the Client shall pay the additional costs and fees upon receipt of any invoice.
Subject always to Clause 11, if, due to circumstances beyond streamGo’s control, it has to make any change in the arrangements relating to the Event it shall notify the Client forthwith. streamGo shall use all reasonable endeavours to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonable possible in the circumstances.
Liability and Indemnity
Without prejudice to Section 7.3.2, the Client shall indemnify streamGo against all damages, costs, claims and expenses incurred by streamGo t arising from (i) loss or damage to any equipment (including that of third parties) (ii) breach of the Agreement and applicable laws including Data Protection Legislation caused by the Client or its agents or employees.
streamGo shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of streamGo’s obligations if the delay or failure was due to any cause beyond streamGo’s reasonable control.
streamGo shall not be liable for any losses occasioned by a defect or failure to perform which is caused by an act or omission of the Client, or by one of the Client’s subcontractors or agents for whom streamGo has no responsibility.
Nothing in the Agreement shall operate to exclude or limit the Parties liability for:
death or personal injury caused by its negligence; or
fraud; or
any other liability which cannot be excluded or limited under applicable law.
streamGo shall not be liable under or in connection with this Agreement or any collateral contract for any:
loss of revenue;
loss of actual or anticipated profits;
loss of contracts;
loss of the use of money;
loss of anticipated savings;
loss of business;
loss of opportunity;
loss of goodwill;
loss of reputation;
loss of, damage to or corruption of data; or
any indirect or consequential loss, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
Subject to clause 5.5, streamGo's aggregate liability in respect of claims in relation to the Services arising out of or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 50% of the Total Fees paid by the Client to streamGo under the Agreement in relation to the particular Services giving rise to the claim
Confidentiality
Each Party undertakes that, except as provided by sub-Clause 6.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination:
keep confidential all Confidential Information;
not disclose any Confidential Information to any other party;
not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
not make any copies of, record in any way or part with possession of any Confidential Information; and
ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4 above.
Either Party may:
disclose any Confidential Information to:
any sub-contractor or supplier of that Party;
any governmental or other authority or regulatory body; or
any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 6.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 6, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
The provisions of this Clause 6 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
Intellectual Property Rights
In relation to the Event:
streamGo shall retain ownership of all Intellectual Property Rights in the Event, excluding the Client Content;
streamGo grants the Client, or shall procure the direct grant to the Client of, , worldwide, non-exclusive, licence during the term of the Agreement to use streamGo’s Intellectual Property Rights the Event as applicable for the purpose of receiving and using the Event in the course of its business activities subject always to the terms set out in the Agreement; and
the Client may sub-licence the rights granted in clause 7.1.2 to its affiliates and its Users to the extent necessary for the purposes of receiving and using the Event and subject to the terms set out in the Agreement.
Except as otherwise agreed between the Parties or set out in the Agreement, Client agree:
not to copy the streamGo Platform except where such copying is incidental to their normal use or where it is necessary for the purpose of back-up or operational security;
not to rent, lease, loan or translate, merge, adapt, vary or modify the streamGo Platform;
not to make alterations to, or modifications of, the whole or any part of the streamGo Platform, or permit the streamGo Platform or any part of them to be combined with, or become incorporated in, any other programs;
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the streamGo Platform or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988 or other applicable laws as relevant) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of streamGo Platform with another software program, and provided that the information obtained by the Client during such activities:
is used only for the purpose of achieving inter-operability of the streamGo Platform with another software programme;
is not unnecessarily disclosed or communicated without streamGo prior written consent to any third party; and
is not used to create any software that is substantially similar to the streamGo Platform;
to keep all access to the streamGo Platform (including the credentials) secure and not share such access to any unauthorized third party;
not to provide or otherwise make available the streamGo Platform in whole or in part (including the object or source code) in any form to any person without streamGo prior written consent; and
The Client must:
not use the streamGo Platform in any unlawful manner, for any unlawful purpose or in any manner inconsistent to the Agreement, for example, by hacking into or inserting malicious code, including viruses or harmful data, into the streamGo Platform or any operating system;
not infringe streamGo Intellectual Property Rights or those of any third party in relation to the use of the streamGo Platform;
not use the streamGo Platform in any way that could damage, disable, overburden, impair or compromise streamGo systems or security or interfere with other Users; and
The Client acknowledge that they have no right to have access to the streamGo Platform in source code form.
If the Client become aware that any User or sub-licensee as applicable is in breach of the terms of this Agreement, the Client shall notify streamGo immediately.
If streamGo suspect that the security of the streamGo Platform may have been compromised streamGo may audit the Users and/or sub-licencee and disable access or otherwise suspend the use of the streamGo Platform until the relevant security event has been resolved. streamGo will endeavour to give the Client advance notice of this where reasonably practicable.
The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the streamGo Platform and, in the event of any such unauthorised access or use, promptly notify streamGo.
For the avoidance of doubt, streamGo do not warrant that the streamGo Platform will operate virus-free, error free or uninterrupted.
In relation to the Client Content, the Client:
and its licensors shall retain ownership of all Intellectual Property Rights in the Client Content; and
grants to streamGo a fully paid-up, non-exclusive, royalty-free, transferable licence to copy and modify the Client Content for the term of the Agreement for the purpose of providing the Event.
The Client:
warrants that the receipt and use in the performance of the Agreement by streamGo, its agents, subcontractors or consultants of the Client Content shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
shall indemnify streamGo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by streamGo arising out of or in connection with any claim brought against streamGo, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, (i) the receipt or use of the Client Content in the performance of or in connection with the Agreement and (ii) a breach of the terms of this Clause 7.
Client Content and Event Content
The Client shall be responsible for the accuracy and completeness of the Client Content and the Event Content.
The Client shall ensure that the Client Content and Event Content do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).
The Client acknowledges that streamGo has no control over any Event Content created during the course of the Event by Users and does not purport to monitor the Event Content. streamGo reserves the right to remove content from the Event where it reasonably suspects such content is Inappropriate Content. streamGo shall notify the Client if it becomes aware of any allegation that content on the Event may be Inappropriate Content.
The Client shall indemnify streamGo against all damages, losses and expenses arising as a result of any action or claim that the Client Content or the Event Content or any other material posted to, or linked to, the Event which constitutes Inappropriate Content.
Data protection and data processing
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and streamGo is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation. streamGo shall process the personal data set out in Schedule 1.
Without prejudice to the generality of Clause 9.1, the Client will ensure that it has all necessary appropriate consents or other lawful bases as applicable and notices in place to (i) enable the lawful transfer of the Personal Data to streamGo for the duration and purposes of this agreement (ii) enable the lawful processing of the Personal Data by streamGo (iii) ensure that the Client’s instructions provided to streamGo when processing the Personal Data are lawful and in accordance with such notices, consents, lawful bases and Data Protection Legislation and (iv) ensure that the collection and processing of the Personal Data are made in accordance with such notices, consents and other lawful bases relied upon and Data Protection Legislation, in particular when transferring Personal Data to third parties (including, but not limited to, Event(s) sponsors for marketing purposes).
Without prejudice to the generality of Clause 9.1, streamGo shall, in relation to any Personal Data processed in connection with the performance by streamGo of its obligations under the Agreement:
process that Personal Data only on the written instructions of the Client unless required to do so by Union or Member State law to which streamGo is subject; in such a case, streamGo shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
not engage another processor without prior specific or general written authorization and in case of general written authorization, inform the Client of any intended changes concerning the addition or replacement of other processors, thereby giving the opportunity to the Client to object to such changes. In the event streamGo engages another processor, for carrying out specific processing activities on behalf of the Client, the same data protection obligations as set out herein shall be imposed on that other processor. For the purposes of this Section, the list of sub-processors is provided in Schedule 1.
at the choice of the Client, delete or return all the Personal Data to the Client after the end of the provision of Services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the Personal Data
make available to the Client all information necessary to demonstrate compliance with the obligations under this Section and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client, subject always to reasonable written notice by the Client to streamGo and mutually agreeable dates and time.
not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and appropriate safeguards have been provided for such transfer to comply with the Data Protection Legislation and; 9.4.5 assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
Retained for cross-referencing purposes.
Force Majeure
No Party to the Agreement shall be liable 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, epidemic or pandemic, acts of war, any law or any action taken by a government or public authority or any other event that is beyond the reasonable control of the Party in question.
In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure as set out in clause 11.1, the affected Party shall provide notice to the other Party of such occurrence and shall be entitled to an extension of the time reasonably necessary to recover from an occurrence of force majeure. The Parties shall collaborate in good faith to ensure the continuation of the Agreement where reasonably possible. In the event where the non-performance continues for a continuous period of 14 days and in the absence of any other alternatives to continue the Agreement reasonably determined by the Parties, the other Party may at its discretion terminate this Agreement by written notice at the end of that period to the affected Party. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services rendered up to the date of termination as well as expenses and costs incurred and/or irrevocably committed to in connection to and/or resulting from such termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
Rescheduling, Re-allocating and Cancelling Events
If the Client wishes to reschedule or postpone an Event and subject always to section 13.2, they may do so at any time by written notice to streamGo provided that:
If the Event is a Webinar:
If the notice to reschedule or postpone is received by streamGo more than three (3) weeks before the start date of the Webinar, the client shall pay a fee of £200.00 to reschedule the Event;
If the notice to reschedule or postpone is received by streamGo less than three (3) weeks before the start date of the Webinar, the Client shall pay a rescheduling fee equal to 100% of the Total Fee payable;
any additional costs reasonably incurred by streamGo in, rescheduling or postponing any arrangements connected with the Event shall be paid by the Client on demand.
If the Event is a Hybrid Event:
if the notice to reschedule or postpone is received by streamGo less than 21 days before the start date of the Event, the Client shall pay a rescheduling fee equal to 50% of the Total Fee to reschedule the Event; and
any additional costs incurred by streamGo in rescheduling or postponing any arrangements connected with the Event or for accommodation or travel expenses shall be paid by the Client on demand.
If the Event is a Virtual Event and in addition to any additional costs incurred by streamGo in rescheduling or postponing any arrangements connected with the Event or for accommodation or travel expenses which shall be paid by the Client on demand;
if the notice to reschedule or postpone is received by streamGo greater than six (6) weeks before the Virtual Event, the Client shall pay a rescheduling fee of £1,500.00 to reschedule or postpone the Virtual Event;
if the notice to reschedule or postpone is received by streamGo less than six (6) weeks but more than four (4) weeks before the start date of the Virtual Event, the Client shall pay a rescheduling fee equal to 50% of the Total Fee payable for the Virtual Event;
if the notice to reschedule or postpone is received by streamGo less than four (4) weeks before the start date of the Virtual Event, the Client shall pay a rescheduling fee equal to 75% of the Total Fee;
if the notice to reschedule or postpone is received by streamGo less than three (3) weeks before the start date of the Virtual Event, the Client shall pay a rescheduling fee equal to 100% of the Total Fee payable; and
If the Event includes a pre-record session or technical check for one of the above Events and the pre-record session or technical check has been confirmed by the Client to streamGo:
if the notice to reschedule or postpone is received by streamGo greater than 14 days before the scheduled time of the booking, the Client shall pay a rescheduling fee of £100.00 to reschedule the recording or technical check.
f the notice to reschedule or postpone is received by streamGo less than 14 days but more 7 days before the scheduled time of the booking, the Client shall pay a rescheduling fee equal to 50% of the Total Fee payable for the recording or technical check as set out in the Sales Order or, if in the absence of such rate in the Sales Order, the rate defined in the streamGo additional deliverables pricing available here (https://streamgo.events/deliverables).
if the notice to reschedule or postpone is received by streamGo less than 7 days, the Client shall pay a rescheduling fee equal to 100% of the Total Fee payable for the recording or technical check as set out in the Sales Order or, in the absence of such rate in the Sales Order, the rate defined in the streamGo additional deliverables pricing available here (https://streamgo.events/deliverables).
any additional costs reasonably incurred by streamGo in rescheduling or postponing any arrangements connected with the Event shall be paid by the Client on demand.
For the avoidance of doubt, in the event where the Event is not postponed or rescheduled but just the a pre-record session or technical check associated to such Event then only the rescheduling fee corresponding to such pre-record or technical check shall be payable by Client
Subject always to Clause 12.1 and 13.2, in the event the Client do not wish to pursue certain Services under the Sales Order, the Client can, subject to mutual agreement with streamGo, opt for the Total Fee associated to such Services to be allocated against other Services provided that such Services shall take place within 12 months of signature of the Agreement.
In the event where (i) the Event and corresponding Services under the Sales Order are cancelled or (ii) the Agreement is terminated by the Client for any reason and where the Client do not wish to reallocate the sums associated to the Event and corresponding Services against other Services as provided in Clause 12.2, streamGo shall be entitled to retain from any sums received from the Client or otherwise invoice for an amount corresponding to (i) the Total Fee corresponding to such Event and associated Services along with (ii) any costs, expenses and disbursements which streamGo has incurred or for which it shall or may be liable in connection with the Event and such other Services.
In the event of cancellation or termination where the Client has not yet been invoiced, streamGo will invoice for the Total Fee corresponding to such Event and associated Services under the relevant Sales Order along with any costs, expenses and disbursements which streamGo has incurred or for which it shall or may be liable in connection with the Event and such other Services.
Term, Termination and Effects of Termination Term
The Agreement shall come into force on the date of this Agreement and shall continue for the Term, subject to the provisions of this Clause 13.
Unless otherwise specified in the Sales Order or otherwise agreed by the Parties, all unused and/or postponed but not rescheduled Event(s) shall expire 12 months after the signature of the Agreement and the Total Fee associated to those Event(s) shall remain due and payable and/or otherwise be non-refundable.
Termination
Notwithstanding sub-Clause 13.1 and without prejudice any other rights and remedies available to streamGo whether in this Agreement or otherwise, streamGo may immediately terminate this Agreement by giving written notice to the Client if:any sum owing to streamGo by the Client under any of the provisions of this Agreement is not paid within 5 Business Days of the due date for payment;
the Client commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice requiring it to be remedied;
an encumbrancer takes possession, or where the Client is a company, a receiver is appointed, of any of the property or assets of the Client;
the Client, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Client under this Agreement);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client; or
the Client ceases, or threatens to cease, to carry on business.
The rights to terminate the Agreement given by this Clause 13 shall not prejudice any other rights or remedies to streamGo.
Effects of Termination
Upon the termination of the Agreement for any reason:The balance of the Total Fee(s) owing by the Client to streamGo under any of the provisions of this Agreement shall become immediately due and payable;
all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain In full force and effect;
termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
subject as provided in this Clause 13 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
each Party shall (except to the extent referred to in Clause 6) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
For streamGo Pro annual agreements:
The Initial Term will be specified on your service agreement. Unless (a) otherwise specified in your service agreement or (b) you provide notice as specified in section 13.6.2, your subscription will automatically extend at the end of the Initial Term and each Extended Term. The extension will be for the initial or extended term length again (for example a 12 month term will be extended to a further 12 month term).
To prevent renewal of your subscription, either you or we must give written notice of non-renewal. The deadline for providing this notice is 30 days prior to the end of your Subscription Term. If you decide not to renew your streamGo Pro annual subscription, you can send your notice of non-renewal to, sales@streamgo.co.uk, or as otherwise described in the Notices section of this Agreement, as applicable.
Publicity
streamGo shall have the right, without further reference to the Client, to include the Client’s name, logo and footage or images from the event in marketing materials. Marketing materials include but are not limited to our social media channels, website or brochures. streamGo may also describe in general terms the type of work conducted for the Client, and will ensure that no breach of confidentiality occurs as stated in Clause 6 above.No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.Costs
Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.Set-Off
streamGo may, without notice to the Client and without prejudice to any other rights and remedies available, set off any sums owed by the Client under the Agreement against any sums paid by the Client.Assignment and Sub-Contracting
Subject to sub-Clause 19.2, this Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld
streamGo shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of streamGo.
Time
Unless as otherwise specified in this Agreement, the Parties agree that the times and dates referred to in this Agreement are for guidance only and are not of the essence of this Agreement and may be varied by mutual agreement between the Parties.Relationship of the Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.Non-Solicitation
Neither Party shall, for the term of this Agreement and for a period of 6 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party.Third Party Rights
No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
Subject to this Clause 23 this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
Notices
All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
Fair Use
Where a customer has access to the streamGo Platform, a fair usage policy applies. This fair use policy will restrict the following: presenter console usage, email dispatches and sends, attendee caps and session lengths.
The fair usage cap relates to the amount of usage contracted and is to ensure that specific parts of the platform are available for all customers.
Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Counterparts
This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.Severance
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.Dispute Resolution
The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.Law and Jurisdiction
This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
Subject to the provisions of Clause 28, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
SCHEDULE1
Type of Personal Data | Non-sensitive personal data as defined by the Data Controller. Typically, this may include:
|
Category of Data Subject | Non-sensitive |
Nature of Processing Carried Out |
|
Purpose(s) of Processing | Provide the Data Controller with accurate analytics on online event services including attendance and key metrics. Facilitate the relevant Event on behalf of the Data Controller |
Duration of Processing | Throughout the contract period and for up to 3 months post event contract unless otherwise agreed with the Data Controller. |
List of authorised sub-processors
Amazon Web Services
Mailgun (Email Service Provider)
Mailchimp (Email Service Provider)
Google Cloud Platform (for chat purposes only)
Drift (for technical support purposes only)
HubSpot (CRM)
Xero (Accounting Software)
