TERMS AND CONDITIONS

These Terms and Conditions were last updated on 4^th September 2024

A. GENERAL:

1. Application of the Terms and Conditions:

Please read these terms and conditions (these “T&Cs”) carefully as they govern the relationship between PEI and you (“you” or “Client”).  By accessing and using the Site or any Product, you are agreeing to be legally bound by these T&Cs.  If you do not accept these T&Cs, do not use the Site or purchase such Product. These T&Cs are not subject to negotiation or one-off amendment.

These T&Cs (including Section B – User-Generated Content and Section C – Business Terms) shall apply to the use of the Site and the Products.  The provisions included in Sections D (Books), E (Subscriptions (Publications and Databases)), F (Conferences), G (Networks), H (Conference Sponsorship) and I (Marketing Solutions/Advertising) shall apply depending on the types of Products being supplied by PEI in each instance (either exclusively or together where more than one category of Product is being supplied). If any inconsistency arises between a general term and a Product-specific term, the Product-specific term shall prevail.

Section 19, below, contains additional definitions relating to these T&Cs.

2. Accessing the Site and Online Services:

Certain Online Services are only accessible to PEI subscribers and not to visitors. In addition, PEI may not offer or make available all our Products or Content to residents of certain countries.

A license for access to an Online Service is individual to a particular Client. Additional Users beyond the primary User must purchase additional licenses to use the Online Service. A single registration/subscription is for an individual User license, not a license for the entire organization of which the Individual User is a part.

As part of the online registration process, PEI will collect certain limited information about each User (“Registration Data”). All Registration Data provided by or on behalf of User must be current, complete and accurate, and User is responsible for updating such Registration Data as necessary. PEI reserves the right to terminate User’s access to the service immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.

PEI uses a single sign-on process to access certain Online Services.  Further information about the single sign-on process can be found on this Site’s homepage under the link “Sign in FAQ”.  Each User’s access to certain Online Services is based on a cookie placed on a device designated by the User.  You are solely responsible for all activities that occur on any of your Users’ accounts. You agree to notify us immediately of any unauthorized use of the User’s account or any other breach of security or personal data breach.  PEI shall not be liable for any loss that you may incur as a result of a third party using one of your User’s accounts, either with or without such User’s knowledge. You may be held liable for losses incurred by PEI or another party due to a third party using one of your User’s accounts.

3. Termination and Amendment of These T&Cs:

These T&Cs are effective until terminated or modified by PEI.

PEI may terminate these T&Cs with respect to you or any other person without notice at any time for any reason.  In addition, if PEI determines, in its sole discretion, that you have breached any of these T&Cs, PEI reserves the right to terminate access to the Site and any Product and take any other action that PEI, in PEI’s sole discretion, deems to be appropriate.  All terms that by their nature should survive termination of these T&Cs will survive.

PEI may make reasonable updates and changes to these T&Cs from time to time, which will be posted on the Site.  You are expected to check these T&Cs regularly to ensure your ongoing compliance with the current T&Cs.  Your continued use of the Site and the Online Services after changes are posted constitutes your acceptance of the T&Cs as modified by the posted changes. If you do not agree to any changes to these T&Cs, you should cease using the Site and Online Services and contact PEI via email: subscriptions@pei.group.

4. Privacy Policy:

PEI processes information about you in accordance with PEI’s Privacy Policy, which you hereby confirm you have read and understood. A link to PEI’s Privacy Policy is located on the Site’s homepage.

5. Ownership and Intellectual Property Rights:

The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (collectively “Intellectual Property Rights” or “IPR”) relating to the Site and any Products belong to PEI or PEI’s licensors, as the case may be, at all times.

Except as expressly permitted none of the Site, any Product or the content displayed on the Site or in any Product, including, but not limited to, text, data, reports, opinions, images, photos, graphics, graphs, charts, animations, templates, advice and video (the “Content”) may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, disseminated, sold, transmitted, licensed or otherwise distributed in whole or in part, directly or indirectly, bundled or unbundled either: (i) for purposes of reselling the Content or Product or otherwise charging others to use the Content or Product; or (ii) to any third-party.

You obtain no rights or interests, including any Intellectual Property Rights, in the Site, the Products or any Content, pursuant to or arising out of this Agreement or otherwise. You acknowledge that you have no claim to ownership of any Product, Content or Intellectual Property Right simply because of your use of or access thereto.

To request permission to use any Content or other PEI material, please contact subscriptions@pei.group.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to our designated contact subscriptions@pei.group. ALL INQUIRIES NOT SUBMITTED ACCORDING TO THIS PROCEDURE WILL RECEIVE NO RESPONSE.

6. Product Identification by PEI:

You acknowledge and agree that PEI may edit and amend parts of the Products. Any such adjustment will have no meaningful impact on the meaning and validity of the Products, but will serve as a means of uniquely identifying the Products as having been supplied by us to you and you accept that this is a legitimate and lawful measure for PEI to undertake in order to protect PEI’s and/or PEI’s partners’ Intellectual Property Rights. You also agree that if any third party has access to Products that can be identified as having any unique adjustments made by you, then a prima facie breach of these T&Cs on your part may be assumed by PEI and the necessary remedies shall be undertaken by PEI as set down in these T&Cs or otherwise available at law.

7. Disclaimer of Warranties:

PEI makes all reasonable efforts to ensure the Products and Online Services are provided to you in accordance with any specifications set out in the Order Confirmation and accepted by PEI. Subject to the foregoing and applicable law:

PEI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WITHOUT LIMITATION OF THE FOREGOING, PEI MAKES NO WARRANTY: (A) THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) THAT THE ONLINE SERVICES WILL BE UNINTERRUPTED, TIMELY, COMPLETE OR ERROR-FREE; (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS; (D) AS TO THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE PRODUCTS; OR (E) THAT ANY DEFECTS WILL BE CORRECTED.

8. Use of Products and Online Services:

You hereby acknowledge and agree that in connection with the Site and the Products:

(a)   The Site and the Products are provided by PEI on an “as is” basis, and your access to and/or use of the Site and the Products is at your sole risk.

(b)   Any material and/or data downloaded or otherwise obtained through the use of the Site or the Products is done at your sole risk.  You are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

(c)   It is your responsibility to review the materials and data downloaded by you and to make further inquiry to make sure such materials and data comply and are consistent with applicable laws, rules and regulations in the country, province, state any other applicable jurisdiction where you are accessing the materials or data as well as any policies and procedures that may be applicable to you or your employer.  The materials and data provided are tools for your use but do not represent definitive advice given that your particular circumstances are unique. It is incumbent on you to assess any applicable laws, rules, regulations, policies and procedures relevant to your use of the Sites, the Products and any materials or data.

(d)   The Products do not constitute any form of advice, recommendation, representation, endorsement or arrangement by PEI or any of its employees and is not intended to be relied upon by you or any other Client in making (or refraining from making) any specific investment or other decisions. You should obtain appropriate independent advice before making any such decision.

(e)   You are solely responsible for the selection, suitability and use of the Products and acknowledge that except as stated above PEI does not provide any additional warranties or guarantees relating to the Products.

(f)    By using a Product, you agree that any such Product is only for your general information and use and is not intended to address your particular requirements.

(g)   Any agreements, transactions or other arrangements made between you and any third party named on (or linked to from) the Site are at your sole discretion and responsibility.

(h)   Any information that you receive via the Site whether or not it is classified as “real time”, may have ceased to be current by the time it reaches you and any share price information may be rounded up/down and therefore not entirely accurate.

(i)    PEI from time to time uses sources in providing the Products whose legitimacy and accuracy PEI uses reasonable endeavors to confirm, and if you believe that any of the information contained in any is inaccurate or misrepresented, you will bring this to the notice of PEI and provide information to assist us in correcting any such deficiencies.  PEI will endeavor, to the extent reasonable, to rectify such deficiencies in good faith, and that such action will be deemed to fulfil PEI’s obligations to you.  You agree that you will take no further action in law with respect to such alleged inaccurate or misrepresented information.

(j)    You agree to use the Site, Products and Content only for lawful purposes, and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Site by any third party.  Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within the Site.

(k)   You shall not access and/or use the Site or any Online Service in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Site or Online Service or any networks or security systems of PEI.

(l)    You are entirely liable for activities conducted by you in connection with your browsing and use of the Site and the Online Services. If you are dissatisfied with any content or the Site, any Online Service or with these T&Cs, your sole and exclusive remedy is to stop using the Site or Online Service. PEI will not pay you any damages in connection with your browsing or use of the Site or any Online Service.

(m) You shall honor all reasonable requests by PEI to protect PEI’s proprietary interests in the Site, Online Services and Content.

(n)   PEI may impose whatever security measures PEI reasonably deems appropriate to ensure compliance with these T&Cs, including covert and overt copy-detection and license awareness technology and encoding of requestor/user information in printed and electronic formats.

(o)   No rights are granted hereunder except as expressly set forth in these T&Cs.

9. Compliance with Laws.

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site and the Products. PEI may, in its sole discretion, report actual or perceived violations of law to law enforcement or appropriate authorities.  If PEI becomes aware, through a complaint or otherwise, of any potential or suspected violation of these T&Cs, PEI may (but is not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation PEI may suspend services to any customer being investigated and/or remove any material from PEI’s servers. You agree to cooperate fully with any such investigation. You acknowledge that violations of the T&Cs could be subject to criminal or civil penalties.

10. Indemnification.

You agree to indemnify, defend, release and hold PEI, its officers, directors, suppliers, service providers, co-branders or other partners, agents and employees, and its affiliates, harmless from all damages, liability, fees, costs, loss of business profits, taxes, penalties or sanctions, and interest of any nature, including reasonable fees of attorneys and other professionals PEI may incur due to or arising out of  or relating to any claims, demands, actions or proceedings, whether or not brought to suit, alleged or initiated against PEI by any third party in any way arising out of or related to anything you submit, transmit through or upload to the Sites, your use of the Sites and the Products, any violation by you of these T&Cs, your provision of information to PEI that is untrue, inaccurate, fraudulent, or out of date, any communications by you, your violation of anyone’s proprietary or confidential information, IPR, or any allegation that you are in violation of any right, license, law, statute, regulation, rule, order or ordinance.

In connection with any alleged violation by you of any IPR, you shall allow us (or PEI’s licensors) to control any proceedings arising as a result of any infringement, threatened infringement or claim relating to the IPR. You shall make no admission as to liability nor agree any settlement or compromise of any action on PEI’s behalf. You shall, at PEI’s request and cost, offer such assistance as PEI may reasonably request in relation to any proceedings relating to PEI’s IPR. Any recovery obtained from such proceedings shall accrue solely for PEI’s benefit.

11. Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PEI AND/OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR ANY PRODUCT, WITH THE DELAY OR INABILITY TO USE THE SITE OR PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, CONTENT, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, ANY PRODUCT, OR OTHERWISE ARISING OUT OF THE USE OF SITE OR PRODUCT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT PEI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE FOREGOING, PEI’S LIABILITY HEREUNDER IS LIMITED TO ANY FEES PAID BY YOU TO PEI DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD.

PEI reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Online Services (or any part thereof) with or without notice. You agree that PEI shall not be liable to you or your clients or to any third party for any modification, suspension or discontinuance of the Online Services, subject to refund of any prepaid fees.

PEI will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.

12. Confidentiality:

Neither party shall, except as strictly required to perform its rights and obligations, use, copy, adapt, alter, disclose, publicize or in any way part with possession of any information of the other which comes into its possession as a result of the Agreement, including the existence and terms of the Agreement. This obligation shall not apply to any information that: (a) the receiving party can prove was in its possession at the date it was received or obtained without a corresponding obligation of confidentiality; or (b) the receiving party obtains from another person in accordance with the rights of such person in the information; or (c) comes into the public domain otherwise than through the default or negligence of the receiving party; or (d) is independently developed by or for the receiving party, without reference to any information provided in connection herewith.

13. Force Majeure:

PEI shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond PEI’s reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained.

14. Viruses, Hacking and Other Offences:

You expressly agree not to use the Site or Product in any manner or for any purpose (a) that is prohibited by these T&Cs or any law or regulation, or (b) to facilitate the violation of any law or regulation.  Without limitation of the foregoing, you expressly agree that you shall not:

(a)   harm the Site or any Online Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

(b)   attempt to gain unauthorized access to the Site or any Online Service, the servers on which the Site or Online Services are stored or any server, computer or database connected to any Site or Online Service;

(c)   attack the Site via a denial-of-service attack or a distributed denial-of service attack;

(d)   use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, decompile, reverse engineer, or monitor any portion of the Site or Online Service or any data or content found on or accessed through the Site or Online Service without our prior express written consent;

(e)   obtain or attempt to obtain through any means any materials or information on the Site or in any Online Service that have not been intentionally made publicly available either by their public display on the Site or through their accessibility by a visible link on the Site;

(f)    in any way bypass or circumvent any other measure employed to limit or prevent access to the Site or any Online Service or any Content;

(g)   violate the security of the Site or attempt to gain unauthorized access to the Site, data, materials, information, computer systems or networks connected to any server associated with the Site, through hacking, password mining or any other means;

(h)   interfere or attempt to interfere with the proper working of the Site or any activities conducted on or through the Site, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Site; or

(i)    take or attempt any action that, in the sole discretion of this Site’s operators, imposes or may impose an unreasonable or disproportionately large load or burden on the Site or such operation’s infrastructure.

By breaching this provision, you might commit a criminal offence. PEI will report any such breach to the relevant law enforcement authorities and PEI will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use any Site will cease immediately and any Subscriptions or other Orders related to you will be terminated without refund.

15. Links from and to PEI’s Sites:

Where a Site contains links to other websites and resources provided by third parties, these links are provided for your information and convenience only. PEI has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. You agree PEI is not responsible for the content or operation of such websites, and that PEI shall have no liability to you or any other person or entity for the use of third-party websites.

A link on a Site to another website does not imply or mean PEI endorses the content on that website or the operator or operations of that website. You are solely responsible for determining the extent to which you may use any content at any other websites to which you link from the Site. When you use those websites, you will be legally bound by the specific terms of use posted on such websites.

You may link to the Site, provided you do so in a way that is fair and legal and which in PEI’s reasonable opinion does not damage PEI’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on PEI’s part where none exists. You must only establish links from your own website. The Site must not be framed on any other website, nor may you create a link to any part of the Site other than the home page without PEI’s written permission. PEI reserves the right to withdraw linking permission without notice.

16. Anti-Bribery and Anti-Corruption:

PEI is committed to conducting its business around the world with the highest degree of integrity. This commitment includes a zero-tolerance approach towards all forms of bribery and corruption. PEI has implemented a formal compliance program designed to minimize the risk of bribery and corruption occurring within its business and this program includes a comprehensive anti-bribery and corruption policy which has been formally approved by PEI’s Board of Directors. A copy of this policy may be available on request.  Breaches of any applicable anti-bribery and corruption laws by customers, suppliers, joint venture partners, agents or other third-party contractors and advisors to PEI may result in immediate termination for breach of all contracts with PEI.

17. Notices and Contact Information:

Any notice, invoice or other document shall be duly given by PEI if sent by email or post to the individual contact using the details as supplied to us. You should direct all communication to your PEI contact person as well as to PEI’s customer services manager located at PEI’s London office. PEI’s contact information is as follows:

18. Other:

(a)   Integration. This Agreement, together with any Subscription materials, constitutes the entire understanding between the parties relating to contents hereof and supersedes any previous agreements and understandings whether oral or written.

(b) Governing Law; Jurisdiction.

1. 1. Where the PEI contracting entity (as identified on the relevant Order Form) is a member of PEI – UK, this Agreement shall be governed by, and construed with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute that may arise out of, under.
   2. Where the PEI contracting entity (as identified on the relevant Order Form) is a member of PEI – America, this Agreement shall be governed by, and construed with the laws of the State of New York, without regard to its conflict of laws rules; the state and federal courts located in the City of New York, Borough of Manhattan, New York, will be the exclusive venue to settle any dispute that may arise out of, under.
   3. Where the PEI contracting entity (as identified on the relevant Order Form) is a member of PEI – Hong Kong, this Agreement shall be governed by, and construed with the laws of Hong Kong, without regard to its conflict of laws rules; the state and federal courts located in Hong Kong will be the exclusive venue to settle any dispute that may arise out of, under.

or in connection with this Agreement, and for those purposes irrevocably submit all disputes to the jurisdiction of such courts.

(c)   Assignment. You may not assign, sub-license or otherwise transfer any of your rights under the Agreement.

(d)   Severability.  If any provision of these T&Cs is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these T&Cs, which shall remain in full force and effect and shall be carried out as closely as possible according to the original intent.

(e)   No Waiver. Failure by either party to exercise any right or remedy under these T&Cs does not constitute a waiver of that right or remedy.

19. Definitions:

The following terms when used in these T&Cs shall have the associated meanings.  References to the singular include the plural, and references to one gender include all other genders.

B. USER GENERATED CONTENT

The Site includes areas where comments and discussion can be posted publicly and which allow interaction among Users and between Users and PEI personnel. Information posted to the Site by Users is called “User Generated Content” or “UGC”. PEI encourages legitimate Users to participate in these ways on the understanding they adhere to any rules posted by us on the Sites. You will retain ownership of the copyright in any of your UGC that you or PEI publish on the Site so you are free to re-use it as you wish. Subject to your personal data protection rights, you confirm that if you post UGC to the Site then you are granting PEI a right (but not an obligation) unlimited in time to publish, re-use, archive, modify, delete or commercially exploit that UGC in whole or in part as PEI sees fit, whether on the Site or otherwise, without any requirement to pay you for this and with or without attribution to you. You therefore grant PEI a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use any UGC you publish in whole or in part in any manner and for any purpose whatsoever and without further obligation to you. You also waive any moral rights that you may have in regard to the UGC. You are responsible for all the content of any of your UGC that you or PEI publish. You are financially responsible to us for any claim against PEI by any third party that your UGC is not in accordance with the rules given below or that otherwise relate to your UGC.

You undertake and agree that you will:

(a)   Only publish UGC that is your original content and which does not infringe the copyright or other rights of any third party when publishing such UGC.

(b)   Not post, link to or otherwise publish any UGC containing any form of advertising or promotion for goods and services or any spam or other form of unsolicited communication.

(c)   Not post, link to or otherwise publish any UGC with recommendations to buy or not buy particular share or other investment or which contain confidential information of another party or which otherwise have the purpose of affecting the price or value of any share or other investment.

(d)   Not post, link to or otherwise publish any UGC that is threatening, abusive, libelous, indecent or otherwise unlawful.

(e)   Not disguise the origin of any UGC and not impersonate any person or entity (including PEI employees) or misrepresent any connection with any person or entity.

(f)    Not post or otherwise publish any UGC that is unrelated to the Site.

(g)   Not post or transmit any UGC that contains software viruses, files or code designed to interrupt, destroy or limit the functionality of the Site or any computer software or equipment.

(h)   Not collect or store other Users’ personal data.

(i)    Not restrict or prevent any other User from using the Site.

The Site will contain UGC submitted by Users over whom PEI have no control so PEI cannot guarantee the accuracy, integrity or quality of any UGC. You must be aware that other Users may not participate in posting UGC in a reasonable way and may post UGC that is misleading, untrue or offensive. You should understand that PEI cannot fully monitor all UGC published on the Sites but where PEI has actually received written notice of any UGC that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these T&Cs, then PEI will review that UGC, decide whether to remove it from the Site and act accordingly. If you believe that any UGC published on the Site infringes any legal rights that you or others may have or is not allowed under these T&Cs, please notify us immediately with specific details by contacting us at subscriptions@pei.group.

C. BUSINESS TERMS AND CONDITIONS

1. Placing an Order:

You can order any Product by email, telephone, mail or online. The relevant contact details for PEI are available on PEI’s Sites, in PEI’s Products and on PEI’s marketing material. PEI’s general office details are also included above in these T&Cs. Orders placed by you for any of PEI’s Products and/or Services shall only be binding when accepted by us as acknowledged by an Order Confirmation. Please note that any person who places an Order on your behalf that is accepted by PEI can bind you legally. In the case of a Subscription Order, PEI reserves the right to have your Subscription go live once PEI has either received credit card authorization or Order confirmation email agreement from you.

2. Online Access:

Where the Products are to be delivered through PEI’s Sites, PEI will, in the absence of any breach of the Agreement by you or any modification to the term agreed in advance by both parties, provide online access to the Products for a standard period of 12 months from the date the Order is accepted by us and you have User access to the relevant Site. All of PEI’s Subscriptions have a standard minimum duration of 12 months. PEI will use all reasonable efforts to make online access continuously available throughout that period but cannot guarantee that the online access will operate continuously or without interruptions or that it will be error free and PEI do not accept any liability for its unavailability.

3. Pricing of Products and Services:

PEI will charge you with the appropriate currency depending on the Product and your country of residence. PEI is obliged to use exchange rates that may not always correlate with the most current rates. PEI will not provide refunds on perceived exchange rate differences nor accept payments made using exchange rates other than those used by PEI.

While PEI tries to ensure that all prices on the Sites and other marketing material are accurate and consistent, errors may occur. If PEI discovers an error in the price of goods you have ordered, PEI will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If PEI is unable to contact you PEI will treat the order as cancelled. If, in that situation, you cancel and you have already paid for the Product, you will receive a full refund.

4. Payment and Charges:

All payments made by you in relation to an Order must be made inclusive of VAT or other relevant purchase tax, if any, or similar tax, and shall be made in full at one time. PEI will try to process your Order promptly but does not guarantee that all the benefits of the Product ordered will be available to you by any specified time.  PEI will notify you of any price increases prior to you renewing a Subscription. Eligibility for any discounts is ascertained at the time you order and cannot be applied retrospectively to an Order. In some cases when you pay for an Order by credit card, your credit card company will apply extra charges to a transaction over and above the published fee. PEI does not receive any portion of such extra charges and the credit card holder is responsible for such charges.

5. Non-Payment of Fees to PEI:

PEI expects to be paid for any Product ordered at the point of sale and no later than 30 days from the date of ordering unless agreed in advance between you and PEI. PEI reserves the right to pursue all necessary means, including the imposition of late interest payment and issuance of legal proceedings, to recover payment from you for Products and Services you have ordered from us if full payment has not been received within the agreed period. PEI also reserve the right to refuse subsequent orders for Products and Services from you or colleagues from the same institution as you until all outstanding payments owed to PEI relating to orders made by you and/or others in the same institution have been cleared.

D. BOOKS

1. Cancellation:

PEI provides detailed contents and sample extracts of PEI’s Books on PEI’s Sites to ensure customers know what they are buying. PEI recommends that you make full use of this information and if necessary, discuss your needs with PEI’s customer services team before ordering. PEI does not provide a refund once a purchase of a Book has been made and an Order has been delivered.

2. Delivery:

PEI will send your Book to you by courier. However, PEI is not responsible for local charges for customs clearance in your destination country. It is your responsibility to arrange for any payment relating to local customs charges and PEI will not be responsible for any such charges or related delays in delivering the order to you.

3. Reproduction:

All of PEI’s Books are protected by copyright and Clients are not allowed to reproduce any part or all of a Book in any format without the prior written permission from PEI. PEI provides a cost-effective incremental discount on bulk orders of any of PEI’s Books as well as providing a reprint service for extracts. Please talk to PEI’s customer services team for more details.

E. SUBSCRIPTIONS (PUBLICATIONS AND DATABASES)

1. Types of Subscription and Subscription Options:

PEI offers four Subscription options to Clients, currently classified as Gold and Platinum. These different levels of Subscription provide a range of benefits and access to differing amounts and types of content across a range of websites and are subject to change. You should visit the relevant Site(s) to determine which Subscription for which Product best suits your requirements, but the following terms apply to any Subscription you purchase.

Most commonly, you can buy either a Single-User or Multi-User Subscription, which enables nominated Users (as set out in the relevant License), the benefits of a Subscription. You will not suffer or permit Personnel, other than the Users set out in the relevant License, to access or view anything more than limited and insubstantial extracts of PEI’s Products or Content.  All Licenses are issued on a non-exclusive, non-transferable, limited and revocable basis for the duration of the relevant Subscription only.

PEI’s minimum Subscription period is 12 months, unless stipulated on the purchase page on the Site. You may upgrade your Subscription to a higher level at any time with the new Subscription lasting for a 12-month period.

You may be able to arrange for a Trial of one or several Subscriptions that interest you by speaking to your PEI contact or by emailing PEI at subscriptions@pei.group. If you or other Personnel take a Trial then you are subject to these terms wherever applicable during the entire term of the Trial period.

All Users will be benchmarked against group / Multi-User Licenses on an interim basis. Any Single User accounts found to have similar usage characteristics to group user Licenses will be required to upgrade their Subscription.

These terms apply to all types of Subscription, including Multi-User Subscriptions. To arrange for such a Subscription you should speak to your PEI contact or email us at subscriptions@pei.group.

2. Subscription Termination:

PEI reserves the right to terminate a Subscription without notice if in PEI’s reasonable opinion PEI considers that the Subscription is being used in ways that contravene the terms described herein. This can include evidence of multiple and/or simultaneous access to Products either directly (by sharing username) or indirectly, including without limitation via dissemination of PEI Products, material and/or content (in whole or in part and in any medium) to Personnel or third parties other than the licensed User(s).

PEI reserves the right to temporarily restrict Subscription access to the service where payment is not timely made. This action will only be taken once attempts to secure payment have been exhausted in PEI’s view and after informing the Subscriber of PEI’s intention. Once payment is received access will be promptly restored.

In these cases, no refund will be given. See also Section 5 below.

3. Terms Applying to all Subscriptions:

When you purchase a Subscription, you have access to the features of that Subscription as detailed on the relevant Site. You will receive a username for each nominated User licensed on the Subscription. Nominated Users may not share their username with anyone else.

(a)   When a Subscription is purchased (or a Trial is taken) by you in relation to both hard copy and/or electronic forms of the Products and regardless of the means of access or delivery you may:

(i)        Display such Products to nominated Users (for the avoidance of doubt these are the Users licensed on the Subscription that you took out with us).

(ii)       Download and store limited and insubstantial extracts of Products and/or of Database Products in machine readable form for use by nominated Users.

(iii)      Use limited and insubstantial extracts from the Products for external purposes provided that such use is in the ordinary course of your business and does not form part of a regular or routine pattern of use and provided further that where extracts of the Products are contained in documents which are to be included in press releases and/or otherwise made publicly available, such extracts of the Products shall (unless otherwise agreed in writing with PEI) not be released unless the following conditions are complied with: (A) either a proof, copy or relevant section of the document are supplied to PEI for release authorization prior to external distribution (PEI will not unreasonably withhold or delay such authorization); (B) PEI’s copyright notice is included in the document; and (C) expressly and with reasonable prominence, PEI is acknowledged as the source of the Products so used. You should contact us by email at subscriptions@pei.group to receive such authorization.

(iv)      Allow nominated Users to use the Data for internal analysis in the ordinary (internal) course of your business.

(v)       Use limited and insubstantial extracts from the Products in internal business reports circulated to Personnel, if such use is in the ordinary (internal) course of your business and does not form part of a regular or routine pattern of use.

(vi)      Save only as expressly permitted in accordance with clause (c) above, allow nominated Users to use such Products solely for their internal business purposes.

(b)   When a Subscription is purchased (or a Trial is taken) by you (relating to both hard copy and/or electronic forms of the Products and regardless of the means of access or delivery) you may not:

(i)           Download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Products and/or Data other than as expressly permitted in Section 3(a) above.

(ii)          Resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Products and/or Data (in whole or in part) to any other person.

(iii)         Use the Products and/or Data in any manner, (or transfer or export the Products and/or Data or any copies thereof into any country), other than in compliance with applicable laws.

(iv)         Allow the nominated Users to use the Products and/or Data other than in accordance with these terms nor may you allow any person other than the nominated Users to use and/or gain access to the Products and/or Data.

(v)          Modify or alter such Products and/or Data.

(vi)         Create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Products and/or Data.

(vii)        Exceed the number of Users agreed with PEI in the relevant License or otherwise agreed with PEI in writing.

(viii)       Allow Personnel other than the Users to access or view anything more than limited and insubstantial extracts of the Products, PEI material or content. If PEI reasonably suspects that you are in breach of this provision, without prejudice to its other rights or remedies, PEI may: (A) charge you for such Personnel as may have accessed or viewed such extracts; (B) suspend your Subscription; and/or (C) terminate your Subscription.

4. Short-Term Gold Subscriptions:

From time-to-time PEI may offer shorter term Gold Subscriptions, which are typically for three months and available to new Single Users only, to be purchased online. Any shorter-term Gold Subscriptions that PEI may offer are for the minimum term set out in the relevant License and the cancellation rights set out in Section 5 below shall not apply to such Gold Subscriptions. All Subscriptions are renewable at the standard 12-month term either at Gold or Platinum level.

5. Subscription Cancellation:

(a)   Initial Term.  Once you have purchased a 12-month Gold level Subscription you may cancel the Subscription within 30 days from the date of the Subscription going live (that is, the date when you have access to all the benefits of the Subscription you have ordered). In this case, you will receive a refund representing 75% of your Subscription payment. Refunds will be made within 30 days of PEI confirming the cancellation. No refund will be given if a Gold Subscription is cancelled once 30 days have passed from the Subscription going live.

Please note that if you cancel a Platinum Subscription, at any time after the Subscription has gone live, no refund is available. All cancellations must be made in writing (by letter or email – proof of delivery will be required) and sent to the Subscription Services at PEI’s registered London address or by email: subscriptions@pei.group.

(b)   Subsequent Term.  Confirmation of your Subscription renewal is taken in writing (by email or letter) and thereafter you are liable for the stipulated cost of the renewal term. For clarity, payment is required where outstanding and no refund is available at either Gold or Platinum level. Please note, confirmation is required in the calendar month preceding your current Subscription term expiration. After this, prevailing published rates per User apply as standard.

PEI reserves the right to terminate a Subscription at any time and without any refund if in PEI’s reasonable opinion that Subscription has been subject to activity outside the terms of use stipulated in these T&Cs. Please note you can substitute a User rather than cancelling a Subscription (see below).

6. User Substitution:

A Client is free to change a nominated User during any Gold or Platinum Subscription term by emailing PEI’s customer services team at subscriptions@pei.group. PEI reserves the right to refuse a substitution request if, for example, it requires a Subscription to be transferred to a different institution or Client. If a substitution is refused PEI’s standard cancellation policy applies.

For team subscriptions (minimum five users), a maximum of two usernames can be substituted in one subscription period for any reason.

At point of renewal any and all users can be substituted.

7. Subscription Queries:

If you have any questions about which Subscription to purchase or about a Subscription you have purchased please speak to your PEI contact or email us at: subscriptions@pei.group

F. CONFERENCES

1. Conference Fee:

The fee entitles the Delegate to attend all non-restricted Conference sessions and refreshment breaks, including coffee breaks, lunch and the event cocktail reception. Note that some certain sessions and receptions may be invite-only or restricted to a particular type of Delegate.  The fee also includes conference materials, which will be presented to the Delegate at the Conference and any subsequent materials made available to Delegates online after the Conference. Where applicable all Conference Delegate fees will be subject to local purchase tax rates.

2. Payment:

Payment in full must be made to PEI prior to the Conference taking place. Payments can be made by American Express, Visa, MasterCard, company cheque or by wire transfer. If registering four weeks or closer to the Conference date, Delegates MUST pay by credit card.

3. Delegate Cancellation and Non-Attendance:

All cancellations must be made in writing (by letter or email – proof of receipt will be required) to the relevant contact at PEI for that Conference.

Any cancellation received more than 28 days prior to the Conference date will be subject to a cancellation fee equal to 50% of the Conference cost; however, you may elect to receive a credit in the amount of the cancellation fee to be applied to future PEI event occurring within 12 months from the date of issuance of the credit.

No refunds will be made for cancellations made within 28 days of Conference, however, you will receive a credit in the amount of 100% of the Conference fee paid to be used at another PEI event occurring within 12 months from the date of issuance of the credit.

Please also note that you can substitute another person instead of cancelling (see below); provided, if you do not advise PEI that you are cancelling your Delegate place(s) or that you are substituting another person or people in your place(s) then you remain liable for the full Delegate fee(s). Non-attendance at the Conference does not waive your liability to pay for the Delegate place(s) booked by you or on your behalf and PEI reserves the right to use all necessary means to receive payment from you, including the issuance of legal proceedings. For more information regarding refund, complaint and/or program cancellation policies, please contact customerservices@peimedia.com

For virtual events, due to the nature of virtual events and the immediate value delivery that they entail: All orders (sponsorship and delegate) are non-refundable, non-creditable and non-transferable from the day of commitment.

4. Substitution Policy:

Substitutions within organizations may be arranged as long as PEI is notified in writing in advance of the Conference. No substitutions may be made with a Delegate from another company and under no circumstances can a delegate registration be shared.

5. Postponement:

In the event that PEI postpones a Conference, delegates registered for the Conference have the option to either wait to attend the Conference at the rescheduled time (PEI to retain the Delegate payment if already made) or to have the payment credited to a future PEI event. This credit will be available for use for the next 12 months from the date that the credit is issued by PEI.

6. Conference Cancellation:

If PEI is obliged to cancel any Conference, then any Client will be offered the choice of either transferring their registration to another PEI Conference of their choice that is scheduled in the next 12 months or to receive a full refund of any payment received by PEI for that particular Conference from that Client. Any refunds will be made within 30 days of written notice having been issued by PEI that the Conference has been cancelled.

7. Force Majeure:

If for any reason beyond PEI’s reasonable control (including but not limited to: strikes; acts, regulations or orders of governmental authorities; civil disorder; disasters; acts of terrorism; acts of war; acts of God) it is impossible to run a Conference, PEI will as a first choice look to postpone the Conference (see Postponement above) but reserves the right to retain some or all delegate fees as a contribution to all venue and administrative costs incurred.

8. Travel and Accommodation:

PEI is not accountable for booking any transportation or accommodation required by Delegates nor for any transfers to and from the conference venue. Although PEI will work with the hotel hosting a Conference to secure a preferential delegate rate for those attending the Conference there, PEI makes no assurances as to the availability of this rate nor of the hotel services offered. PEI will not accept liability for any public or individual transport disruption or deferral. In such circumstances, PEI’s standard cancellation policy applies.

We advise that you do not engage with any third-party travel company. If directly contacted by a third party, we advise that you are vigilant and do not hand over any personal details. If in doubt, please contact customerservices@peimedia.com

9. Speakers and Agendas:

Please be aware that all speakers are confirmed at the time of the published agenda, however, circumstances beyond the control of PEI may necessitate substitutions, alterations or cancellations of the speakers and/or topics. PEI reserves the right to alter or modify the advertised speakers and/or agenda topics if necessary. Please visit the relevant Site, which is updated regularly.

10. Acceptance of Registration:

PEI reserves the right to decline a registration for a Conference for any reason at any time up to and including the first day of the Conference. PEI will refund any payment in full relating to any such registration that PEI chooses to decline within 30 days of notifying the Delegate of this decision.

G. NETWORKS

1. Fee:

The Network Membership fee entitles the Member to access the relevant networking platform (herein referred to as ‘Network Hub’) which includes the network directory, knowledge hub and webinars as listed within the Network Hub – subject to level of access granted in the membership type purchased – for 12 months from date of purchase. The Network Event fee entitles the same member to attend all non-restricted Conference sessions and refreshment breaks (including coffee breaks, lunch, and the event cocktail reception) of any event purchased within the same network conference portfolio. Note that some certain sessions and receptions may be invite-only or restricted to a particular type of Member.  The fee also includes conference materials, which will be presented to the Member at the Conference and any subsequent materials made available to Delegates online after the Conference. Where applicable all Network member and Network event fees will be subject to local purchase tax rates.

2. Payment:

Payment in full must be made to PEI prior to the Network membership and Conference taking place. Payments can be made by American Express, Visa, MasterCard, company cheque or by wire transfer. If registering (can we use another work instead of ‘registering’?) four weeks or closer to the Conference date, Delegates MUST pay by credit card.

3. Terms Applying to all Networks:

When you purchase a Network, you have access to the features of that Network as detailed on the relevant Order form. You will receive a username for each nominated Member to the Network. Nominated Members may not share their username with anyone else.

(a)   When a Network is purchased by you, you may:

(i)        Display such Products to nominated Members (for the avoidance of doubt these are the Users licensed on the network membership that you took out with us).

(ii)       Download and store limited and insubstantial extracts of Products and/or of Database Products in machine readable form for use by nominated Members.

(iii)      Use limited and insubstantial extracts from the Products for external purposes provided that such use is in the ordinary course of your business and does not form part of a regular or routine pattern of use and provided further that where extracts of the Products are contained in documents which are to be included in press releases and/or otherwise made publicly available, such extracts of the Products shall (unless otherwise agreed in writing with PEI) not be released unless the following conditions are complied with: (A) either a proof, copy or relevant section of the document are supplied to PEI for release authorization prior to external distribution (PEI will not unreasonably withhold or delay such authorization); (B) PEI’s copyright notice is included in the document; and (C) expressly and with reasonable prominence, PEI is acknowledged as the source of the Products so used. You should contact us by email at customerservices@peimedia.com to receive such authorization.

(iv)      Allow nominated members to use the Data for internal analysis in the ordinary (internal) course of your business.

(v)       Use limited and insubstantial extracts from the Products in internal business reports circulated to Personnel, if such use is in the ordinary (internal) course of your business and does not form part of a regular or routine pattern of use.

(vi)      Save only as expressly permitted in accordance with clause (c) above, allow nominated members to use such Products solely for their internal business purposes.

(b)   When a Network is purchased by you, you may not:

(i)            transfer to another Network. Your network membership must be a bundled package.

(ii) Download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Products and/or Data other than as expressly permitted in Section 3(a) above.

(iii)          Resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Products and/or Data (in whole or in part) to any other person.

(iv)          Use the Products and/or Data in any manner, (or transfer or export the Products and/or Data or any copies thereof into any country), other than in compliance with applicable laws.

(v)           Allow the nominated Members to use the Products and/or Data other than in accordance with these terms nor may you allow any person other than the nominated Members to use and/or gain access to the Products and/or Data.

(vi)          Modify or alter such Products and/or Data.

(vii)         Create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Products and/or Data.

(viii)        Exceed the number of Members agreed with PEI in the relevant membership or otherwise agreed with PEI in writing.

(viiii)       Allow Personnel other than the Members to access or view anything more than limited and insubstantial extracts of the Products, PEI material or content. If PEI reasonably suspects that you are in breach of this provision, without prejudice to its other rights or remedies, PEI may: (A) charge you for such Personnel as may have accessed or viewed such extracts; (B) suspend your Subscription; and/or (C) terminate your membership.

3. Network Cancellation:

Please note that if you cancel a Network membership, at any time after the membership has gone live, no refund is available. All cancellations must be made in writing (by letter or email – proof of receipt will be required) to the relevant contact at PEI for that Network (Infrastructure Investor Network: infraconnect@pei.group, PERE Network: pereconnect@pei.group or Private Funds CFO Network: cfomembership@pei.group)

Any member cancelling attendance at a Network Event will be allowed to use a credit against a future event within the same network portfolio within the 12-month term of the Network Membership. The fee may not be transferred to another network or event portfolio.

For virtual events, due to the nature of virtual events and the immediate value delivery that they entail: All orders (sponsorship, membership and delegate) are non-refundable, non-creditable and non-transferable from the day of commitment.

4. Substitution Policy:

Substitutions and name changes within organizations may be arranged as long as PEI is notified in writing, under the condition that the original member has left the organisation and it is within the membership term.  No substitutions may be made with a Member from another company and under no circumstances can a Member registration be shared.

5. Attendance to a Conference:

Attendance to a network event is limited to only the Member(s) of the Network(s).

6. Conference Postponement or Cancellation:

In the event that PEI postpones or is obliged to cancel a Conference, then any Client will have the option to either wait to attend the Conference at the rescheduled or be offered a credit note to attend another Conference within the same network that is scheduled within the membership term.

8. Force Majeure:

If for any reason beyond PEI’s reasonable control (including but not limited to: strikes; acts, regulations or orders of governmental authorities; civil disorder; disasters; acts of terrorism; acts of war; acts of God) it is impossible to run a Conference, PEI will as a first choice look to postpone the Conference (see Postponement above) but reserves the right to retain some or all network event fees as a contribution to all venue and administrative costs incurred.

9. Travel and Accommodation:

PEI is not accountable for booking any transportation or accommodation required by Members nor for any transfers to and from the conference venue. Although PEI will work with the hotel hosting a Conference to secure a preferential rate for those attending the Conference there, PEI makes no assurances as to the availability of this rate nor of the hotel services offered. PEI will not accept liability for any public or individual transport disruption or deferral. In such circumstances, PEI’s standard cancellation policy applies.

We advise that you do not engage with any third-party travel company. If directly contacted by a third party, we advise that you are vigilant and do not hand over any personal details. If in doubt, please contact customerservices@peimedia.com

NOTE: Trial periods are not available for Network memberships.

H. CONFERENCE SPONSORSHIP

1. Force Majeure And Conference Cancellation:

If for any reason beyond PEI’s reasonable control (including but not limited to: strikes; acts, regulations or orders of governmental authorizes; civil disorder; disasters; acts of terrorism; acts of war; acts of God (such as hurricane, flooding, earthquake, volcanic eruption, communicable disease (such as covid19), etc.) it is impossible to run the above-mentioned event, then in those circumstances, PEI will seek to reschedule the event. Upon rescheduling, your sponsorship package and benefits will be transferred automatically to the newly scheduled event. Should PEI be unable to reschedule the event the sponsor will be credited the fee to use across any other PEI event in the following 51 weeks (up to).

For virtual events, due to the nature of virtual events and the immediate value delivery that they entail: All orders (sponsorship and delegate) are non-refundable, non-creditable and non-transferable from the day of commitment.

The Sponsor shall have the right to cancel its sponsorship of this event up to 90 business days prior to the start of the event and will be allowed to apply sponsorship fees toward another PEI event in the following 51 weeks (up to), however, 100% of sponsorship fee must be paid prior to the start of the originally contracted event and prior to any credit being issued.

Should this other event take place prior to the originally contracted event, said monies will be due no later than 30 business days prior to the start of the new event.

Should the Sponsor cancel prior to 90 business days before the conference date, upon receipt of full payment, the sponsor will receive a credit memorandum for the value of the amount contracted, minus 10% administrative fee and 5% for every month marketing benefits have been received (including, but not limited to, branding, marketing, website listings), up to a maximum of 25% of the contract amount.  Should this value exceed current payment, a balance will be due from the sponsor to reach set level.

Should the Sponsor cancel its sponsorship within 90 business days of the commencement of the event the fees due to PEI will equal 100% of the sponsorship fee, without the right to transfer credit to another event, and must be paid in full no later than 30 business days prior to the start of the event. Should sponsor fail to meet agreed upon payment terms, PEI reserves the right to reassign or cancel sponsorship benefits.

The Sponsor shall observe all union contracts in effect between PEI, the event contractor, the Facility, and various labor organizations. The Sponsor shall obtain, at its own expense, adequate insurance covering sponsor’s participation in the event. The Sponsor may not assign this contract without the prior written consent of PEI.

Any and all matters not specifically covered herein are subject to the sole discretion of PEI. Your signature on the Agreement indicates that you have reviewed this Agreement and agree to the terms set forth herein.  You also certify that you are authorized on behalf of sponsor organization to bind sponsor organization to the terms of this Agreement.  This document, when signed by sponsor organization constitutes a binding legal agreement. Sponsor organization is bound by all the terms and conditions of this Contract.  Furthermore, the parties agree that the terms of this Agreement are confidential and shall not be disclosed to a third party without the written consent of PEI.

2. Compliance with applicable laws including those relating to data privacy:

Both parties must comply with all applicable laws in connection with the provision and the use of the Services and Deliverables, including but not limited to those related to data privacy and protection of personal data.

3. Sponsor Wish lists

All sponsors wish lists must be received no later than 8 weeks out from the event.

I. Marketing Solutions/Advertising

1. General Obligations:

You will comply with any requirements which we may reasonably specify in connection with the proposed publication of the Advertisement including (without limitation) technical specifications relating to standard and quality and any requirements as to setting, style, delivery format, file configuration, size and wording (‘Advertiser Dependencies’).

If you change your name, trading style, identity or address or any other of the details disclosed by you to PEI, you will give PEI written notification of the change in question as soon as reasonably possible after becoming aware that the change will take place and in any event within five (5) working days of the change taking effect.

2. Your Representations, Warranties and Undertakings

Where you are the Advertiser’s agent, you further represent, warrant and undertake that you are authorised by the Advertiser to place the Advertisement(s) with PEI.

You hereby further represent, warrant and undertake as follows:

The publication of the Advertisement by PEI in whatever medium in the form originally submitted by you (or as amended in circumstances permitted by these terms) will not breach any contract with a third party or infringe the intellectual property or other proprietary rights of any third party or otherwise be unlawful or render PEI liable to any proceedings, claims, demands, costs or expenses or any other loss or damage;

You have obtained all necessary licences, permits, consents, approvals, authorisations and permissions required to publish each Advertisement submitted for publication by you;

Without prejudice to the generality of above, in the case of any Advertisement submitted for publication by you which contains the name or pictorial representation (whether photographic or otherwise) of any living person or any part of the anatomy of any living person or any material by which any living person may be identified (whether by that material alone or in combination with other material), you have obtained the authority of the relevant person to make use of the same;

The Advertisement complies with the requirements of all applicable laws and regulations (including subordinate and supervening legislation and the rules of any relevant statutorily recognised regulatory authority);

The advertising copy submitted by you to PEI is legal, decent, honest, truthful, complete and accurate and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or any successor body;

Instructions, artwork and material submitted by you to PEI via electronic means will not introduce into our information and communications technology systems or infrastructure any software, program or code designed or intended to infiltrate or damage a computer system without the owner’s informed consent and will not in any other way destroy, damage or corrupt any software or data on those systems and infrastructure.

You have retained sufficient quality and quantity of all artworks, film, copy and other material relating to the Advertisement and that PEI will not be liable for loss of or damage to any of the foregoing following submission of the same by you to PEI;

Where you supply creative content for an Advertisement to be published in an Online Publication and such content contains a link to a website, nothing in that Advertisement or the content of the linked-to website is or will be defamatory or objectionable or otherwise likely to bring PEI into disrepute.

3. Marketing Solutions & Advertisements: Responsibility and Liability

You will be required to, at any time amend any artwork, materials and copy relating to any Advertisement for the purposes of:

• Complying with any legal or moral obligations placed on PEI or you or the Advertiser.
• Avoiding the infringement of the rights of any third party, or the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or any other applicable laws or regulations; or
• Meeting the production and quality specifications stipulated on the specification sheet.

You will deliver to PEI in a digital format or file configuration approved by PEI all copy(ies) for the relevant Advertisement by the advertising artwork delivery deadline specified on your contract.

If you fail to submit the relevant copy in compliance with the above requirements, PEI may publish the

Advertisement at an alternative time of our choosing.

PEI may remove any Advertisement which contains content or links to a website which, at our absolute discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring PEI or any member of PEI corporate group into disrepute.

If PEI receive complaints about the content of an Advertisement PEI may, at our discretion and without notice to you or to the Advertiser, remove the Advertisement from display.

4. Prices and Payment

Total costs are payable strictly within 30 days of the invoice date.

5. Order Cancellation

Please refer to your Contract for cancellation timelines.

6. Compliance with applicable laws including those relating to data privacy

Both parties must comply with all applicable laws in connection with the provision and the use of the Services and Deliverables, including but not limited to those related to data privacy and protection of personal data. Further information can be found in your Contract.