ARTSVP Terms of Service

1. Subscription

1.1. Licence. Subject to the Customer purchasing Subscriptions, BOOKSVP grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to:

• (a) permit the Authorised Users to access and use ARTSVP, the Services and the Documentation;
• (b) permit the Authorised Users to receive and use any free supplementary software code or Updates for ARTSVP that are provided by BOOKSVP.

during the Term, solely for the Customer's internal business operations.

1.2. No affiliate use. The licence provided under clause 1.1 is granted to the Customer only, and shall not be considered granted to any subsidiary or group company of the Customer.

1.3. Subscription length. The Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Term, unless:

• (a) either party notifies the other party of termination, in accordance with any termination rights it has as set out in the Order Form (for Enterprise Customers) or Pricing Page for Non-Enterprise Customers; or
• (b) otherwise terminated in accordance with the provisions of the Agreement.

2. Charges and payment

2.1. The Fees. The Customer shall pay the Fees to BOOKSVP for Subscriptions in accordance with this clause 2. and the Order Form (for Enterprise Customers) or Pricing Page (for Non-Enterprise Customers).

2.2. Automatic payments. The Customer authorises BOOKSVP to charge the Fees to the Customer's payment method on file automatically upon the agreed due date.

2.3. Late payment of Fees. If BOOKSVP has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of BOOKSVP:

• (a) BOOKSVP may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and BOOKSVP shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid; and
• (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

2.4. Other payment terms. All amounts and fees stated or referred to in the Agreement:

• (a) shall be payable in pounds sterling;
• (b) are non-cancellable and non-refundable;
• (c) are exclusive of value added tax.

3. Invite Credits and Portal Credits

3.1. Amount of credits. The amount of Invite Credits and Portal Credits the Customer will have assigned to its account as part of the Subscription, as of the Effective Date, will be:

• (a) Non-Enterprise Customers: the amount included as part of the Subscription plan the Customer selects during the checkout process, as set out on the Pricing Page; or
• (b) Enterprise Customers: set out in the Order Form.

3.2. Purchasing additional credits. The Customer may, at any time during the Term, purchase additional Invite Credits or Portal Credits by visiting the billing page in its account on ARTSVP. Once the additional credits fees are paid by the Customer, BOOKSVP will activate the additional credits on the Customer's ARTSVP account.

3.3. Price of additional credits. The price per additional Invite Credit or Portal Credit will vary depending on the bulk amount of Invite Credits or Portal Credits being purchased. The amount can be chosen by the Customer and the final total price will be presented to the Customer at checkout. The Customer shall immediately pay to BOOKSVP the relevant fees for such additional Invite Credits or Portal Credits.

3.4. Additional terms. The Customer's use of Invite Credits and Portal Credits is subject to any additional terms set out on the Invite Credits FAQ page and Portal Credits FAQ page.

4. Free Trial

4.1. Free Trial terms. These Terms shall apply, mutatis mutandis, throughout the Free Trial, including the licences granted by BOOKSVP at clause 1.1. Upon expiration of the Free Trial, the Subscription and Agreement will proceed for the Term, unless the Customer chooses to terminate at the end of the Free Trial in accordance with clause 4.3.

4.2. Changes to the Terms. During the Free Trial the following provisions of these Terms will not apply:

• (a) the uptime availability commitments provided by BOOKSVP at clause 6.1;
• (b) the support commitments provided by BOOKSVP at clause 6.2; and
• (c) the third-party intellectual property indemnity provided by BOOKSVP at clause 13.2.

4.3. Ending a Free Trial. The Customer may choose to terminate the Agreement upon providing written notice to BOOKSVP at any time before the end of the Free Trial without further obligation.

5. Customer's obligations

5.1. What the Customer shall do. The Customer shall:

• (a) provide BOOKSVP with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by BOOKSVP in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
• (b) without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
• (c) carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, BOOKSVP may adjust any agreed timetable or delivery schedule as reasonably necessary;
• (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement;
• (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for BOOKSVP, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
• (f) ensure that its network and systems comply with the relevant specifications provided by BOOKSVP from time to time;
• (g) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to BOOKSVP's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
• (h) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify BOOKSVP; and
• (i) permit BOOKSVP to monitor and audit (upon reasonable prior written notice) the Services in order to establish the name and password of each Authorised User and if such audit reveals an underpayment of Fees the Customer shall pay BOOKSVP such underpayment immediately in full.

5.2. What the Customer shall not do. The Customer shall not:

• (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
  • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of ARTSVP and/or Documentation (as applicable) in any form or media or by any means; or
  • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of ARTSVP or the Services;
• (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
• (c) use the Services and/or Documentation to provide services to third parties (except Exhibitors);
• (d) subject to clause 16.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
• (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than Exhibitors or as otherwise provided for under clause 1.1;
• (f) introduce or permit the introduction of any Virus or Vulnerability into the Services or BOOKSVP's network and information systems;
• (g) sign up for multiple Free Trials using different email addresses or accounts, or attempt to obtain more than one Free Trial;
• (h) in relation to the Authorised Users:
  • (i) allow the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation to exceed the Authorised User Limit;
  • (ii) allow or suffer any Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; and
  • (iii) permit access to the Services without first having ensured that each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential; and
• (i) access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  • (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • (ii) facilitates illegal activity;
  • (iii) depicts sexually explicit images;
  • (iv) promotes unlawful violence;
  • (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • (vi) is otherwise illegal or causes damage or injury to any person or property;

and BOOKSVP reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 5.2.

6. BOOKSVP's obligations

6.1. Provide the Services. BOOKSVP shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement and substantially in accordance with the Documentation.

6.2. Availability of the Services. BOOKSVP shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

• (a) planned maintenance; and
• (b) unscheduled maintenance performed outside Normal Business Hours, provided that BOOKSVP has used reasonable endeavours to give the Customer notice in advance where possible.

6.3. Provide support. BOOKSVP will, as part of the Services and at no additional cost to the Customer provide the Customer with BOOKSVP's standard customer support services during Normal Business Hours.

6.4. Obtain permissions. BOOKSVP warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

7. OnePass

The Customer acknowledges and agrees that:

• (a) the ability for BOOKSVP's independent customers to sign up to OnePass via certain features of ARTSVP will be enabled as part of the Subscription by default. The Customer may opt-out at any time by de-selecting "Enable OnePass" (or similar) in the settings page of the Customer's ARTSVP account;
• (b) BOOKSVP shall own all right, title and interest in and to all of the OnePass Data;
• (c) the OnePass Data may constitute similar data to some aspects of the Customer Data but the Customer Data remains the sole property of the Customer and continues to be governed by clauses 8 (Data protection), 11 (Proprietary rights) and 12 (Confidentiality); and
• (d) any customer that signs-up to OnePass independently are BOOKSVP's OnePass customers and the OnePass customer's use of OnePass will be governed by the OnePass Terms and Conditions and any personal data processed by BOOKSVP will be in the role of controller in accordance with the OnePass Privacy Policy.

8. Data protection

Each party will, at all times during the Term, comply with the Data Processing Agreement.

9. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. BOOKSVP makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not BOOKSVP. BOOKSVP recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. BOOKSVP does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.

10. BOOKSVP's disclaimers

10.1. BOOKSVP's obligations shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to BOOKSVP's instructions, or modification or alteration of the Services by any party other than BOOKSVP or BOOKSVP's duly authorised contractors or agents. If the Services do not conform with the Agreement, BOOKSVP will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

10.2. BOOKSVP does not warrant that:

• (a) the Customer's use of the Services will be uninterrupted or error-free;
• (b) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
• (c) ARTSVP or the Services will be free from Vulnerabilities or Viruses; or
• (d) any third-party services accessed through ARTSVP or Services will perform as expected or meet the Customer's requirements.

10.3. BOOKSVP is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.4. The Agreement shall not prevent BOOKSVP from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

11. Proprietary rights

The Customer:

• (a) acknowledges and agrees that BOOKSVP and/or its licensors own all intellectual property rights in ARTSVP, Services, Documentation and the Feedback. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of ARTSVP, Services, Documentation and the Feedback;
• (b) shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data;
• (c) warrants that the receipt and use of Customer Data by BOOKSVP shall not infringe the rights, including any intellectual property rights, of any third party; and
• (d) hereby grants BOOKSVP a worldwide, limited, royalty-free, fully-paid up, non-exclusive licence to use the Customer Data as necessary to provide the Services or as otherwise instructed by the Customer or an Authorised User.

12. Confidentiality

12.1. Each party undertakes that it shall not at any time during the Term, and for a period of two years after termination or expiry of the Agreement, disclose to any person any Confidential Information of the other party, except as permitted by clause 12.2.

12.2. Each party may disclose the other party's Confidential Information:

• (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 12; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

13. Indemnities

13.1. The Customer shall defend, indemnify and hold harmless BOOKSVP against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

• (a) the Customer is given prompt notice of any such claim;
• (b) BOOKSVP provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
• (c) the Customer is given sole authority to defend or settle the claim.

13.2. BOOKSVP shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with the Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

• (a) BOOKSVP is given prompt notice of any such claim;
• (b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to BOOKSVP in the defence and settlement of such claim, at BOOKSVP's expense; and
• (c) BOOKSVP is given sole authority to defend or settle the claim.

13.3. In the defence or settlement of any claim, BOOKSVP may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

13.4. In no event shall BOOKSVP, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

• (a) a modification of the Services or Documentation by anyone other than BOOKSVP; or
• (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by BOOKSVP; or
• (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from BOOKSVP or any appropriate authority; or
• (d) the Customer's breach of the Agreement.

13.5. The foregoing states the Customer's sole and exclusive rights and remedies, and BOOKSVP's (including BOOKSVP's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14. Limitation of liability

14.1. Except as expressly and specifically provided in the Agreement:

• (a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. BOOKSVP shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to BOOKSVP by the Customer in connection with the Services, or any actions taken by BOOKSVP at the Customer's direction;
• (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
• (c) ARTSVP, Services and the Documentation are provided to the Customer on an "as is" basis.

14.2. Nothing in the Agreement excludes the liability of BOOKSVP:

• (a) for death or personal injury caused by BOOKSVP's negligence; or
• (b) for fraud or fraudulent misrepresentation.

14.3. Subject to clause 14.1 and clause 14.2:

• (a) BOOKSVP shall have no liability for any:
  • (i) loss of profits,
  • (ii) loss of business,
  • (iii) wasted expenditure,
  • (iv) depletion of goodwill and/or similar losses,
  • (v) loss or corruption of data or information, or
  • (vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and
• (b) BOOKSVP's total aggregate liability to the Customer (including in respect of the indemnity at clause 13.2), in respect of all breaches of duty occurring within any Contract Year shall not exceed one hundred percent (100%) of the total Fees paid in the contract year in which the breaches occurred. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, BOOKSVP's total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

14.4. References to liability in this clause 14 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.5. Nothing in the Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of BOOKSVP's intellectual property rights.

15. Termination

15.1. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

• (a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
• (b) the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

15.2. On termination of the Agreement for any reason:

• (a) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
• (b) each party shall return and make no further use of any Confidential Information, equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
• (c) BOOKSVP may destroy or otherwise dispose of any of the Customer Data in its possession unless BOOKSVP receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. BOOKSVP shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by BOOKSVP in returning or disposing of Customer Data; and
• (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

16. Other terms

16.1. Force majeure. Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Agreement by giving 5 days' written notice to the affected party.

16.2. Publicity. The Customer grants BOOKSVP a non-exclusive licence to use the Customer's name and logo on any of BOOKSVP's marketing and advertising materials. All intellectual property rights of the Customer are and shall remain the property of the Customer.

16.3. Variation.

• (a) BOOKSVP may change these Terms (including any policies referred to in them) at any time. BOOKSVP will seek to provide the Customer with reasonable notice of changes unless BOOKSVP needs to make a change with immediate effect.
• (b) The Customer's continued use of ARTSVP after having been notified of changes to the Terms will be deemed Customer's agreement to those changes and they will take effect immediately.
• (c) Subject to 16.3(a), no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4. Conflict. If there is an inconsistency between any of the provisions in the main body of these Terms and the Order Form (for Enterprise Customers) or Pricing Page (for Non-Enterprise customers), the provisions in the Order Form or Pricing Page (as applicable) prevail.

16.5. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.6. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

16.7. Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

16.8. Dealings. The Customer shall not, without the prior written consent of BOOKSVP, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

16.9. Third party rights. Unless it expressly states otherwise the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.10. Notices.

• (a) All notices in relation to the Agreement must be in writing. When given by:
  • (i) the Customer to BOOKSVP they must go to this email address: [email protected].
  • (ii) BOOKSVP to the Customer, they must be sent to the email address associated with the Customer's account,
  or to such other email address as either party may notify to the other from time to time.
• (b) Any notice shall be deemed to have been received upon transmission, or, if this time falls outside business hours, when business hours resume.

16.11. Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

16.12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

17. Definitions and interpretation

17.1. The definitions and rules of interpretation in this clause apply in the Agreement.

17.2. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

17.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

17.4. A reference to writing or written excludes fax but not email.