Trading Terms

Trading terms covering "About FPC", "Membership" "Services" and "Fees"

About us

  1. About us
    1. The Fresh Produce Consortium (U.K.) (company number 02721319) (FPC, we, us, our) is a company registered in England and Wales and our registered office is at Minerva House, Minerva Business Park, Lynchwood, Peterborough, Cambridgeshire, PE2 6FT.
    2. What we do: we support, represent and advise businesses with interests in the fresh produce and flower industry in the United Kingdom.
    3. We provide access to events and content through the websites below (“Our Websites”):
      1. https://freshproduce.org.uk/
      2. https://www.fpcfreshawards.co....
      3. https://www.fpcfreshtalkdaily....
      4. http://www.agritechfuture.com/
      5. FPCcareers.co.uk
      6. FPCfuture.co.uk

All use by the Parties of our Websites is governed by our website terms and conditions, cookie policy and our acceptable use policy, as amended by us from time to time.

  1. Contacting us. To contact us please email us at infor@freshproduce.org.uk. How to give us formal notice of any matter under the Contract is set out in clause 20.2.
  2. How we will refer to you. Throughout the Terms we will refer to you as “You”. When referring to both you and us together, we will refer to us collectively as “the Parties”.
  3. Background: These Terms and Conditions (the Terms) will govern any membership of FPC that you as a company choose to sign up for, use of services which are exclusively for members and orders of any services available for non-members which companies or organisations may use (the Contract), as such these are not consumer terms. The Terms will apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  4. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  5. Definitions. The definitions used in these Terms can be found at Appendix 1.
  1. events services
    1. Details of the events we host can be found across our websites. Such details shall be regarded as information only and not an offer to contract with you.
    2. Our Websites have instructions for how to place an order for a ticket(s) or online access to attend an event which must be followed. No other method for placing ticket orders is provided.
    3. Each order is an offer by you to accept these Terms and any additional terms specified for the event on our website or the relevant booking form and to purchase the ticket or event access where there is a paid for event.
    4. After you place your order, you may receive automatic confirmation of placement of your order. This does not mean that your order has been accepted.
    5. Orders are only accepted once they have been confirmed by us and this acceptance will only be on the basis contained in our confirmation acceptance.
    6. If we are unable to supply you with the Services because the event is already at full capacity, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount paid in this instance.
    7. Where the Event is cancelled by FPC, including where the occurrence of a Force Majeure Event makes it impossible for the Event to take place, FPC will retain the right to re-arrange the Event and will notify you in writing of its decision to do so and of the relevant details of the re-arranged Event (a Re-arrangement Notice). If you are unable to attend the re-arranged Event, inform us in writing within 5 Working Days of the date of the Re-arrangement Notice. Provided we receive your response within the time specified in this clause 8.7, we will refund you the price of your order less any administration or other fees which may be determined and retained by FPC at its sole discretion.
    8. If the event which you purchased tickets for is rescheduled your tickets will remain valid for use at the rescheduled event.
    9. You cannot cancel a contract for Events Services once the event has taken place regardless of your attendance.
    10. If you can no longer attend an event, please let us know in accordance with the method stated in our written acceptance of your order.
    11. Where you notify us that you can no longer attend an event, FPC may at its sole discretion offer you a refund, from which administration or other non-refundable charges may be deducted. If FPC decides to offer you a refund in this instance, we will notify you in writing.
    12. Admission to all In-Person Events is subject to each individual’s compliance with the relevant venue’s terms and conditions for entry, including the outcome of any security search performed by the venue’s staff, and rules of permitted behaviour during the event. All venues will retain the right to refuse entry or remove attendees during the event where these have not been complied with or based on the outcome of any security search. In such instances of non-entry or removal no refund of any ticket price paid will be issued by FPC.
    13. Your continued presence and participation in any Online Event is subject to your behaviour meeting the standard deemed acceptable and sufficiently professional by FPC as set out in our Code of Conduct, in particular where FPC considers that your conduct has or may affect the enjoyment of other attendees. FPC will retain absolute discretion to remove any attendee from the Online Event and prevent their attendance at any future Online Event where it considers that this standard has not been met. In instances of non-entry or removal due to non-compliance with the Code of Conduct
    14. Any refund granted in accordance with this clause 8 will be made to the original payment method when the Events Services were purchased.
  2. information services
    1. Our Websites have instructions for how to place an order and to create or sign into an account on the relevant website (where required) to access downloadable resources, this may include the provision of payment details for us to charge any relevant download fee for the resource as provided in clause 13. This is regarded as submitting an order for Information Services under these Terms.
    2. You may only submit an order for Information Services using the method set out on the relevant website, no other methods for ordering Information Services will be accepted.
    3. The placing of your order and payment of any relevant fee will be regarded as an offer from you to contract with us on these Terms and any additional terms noted on the relevant page of our website to receive the Information Services.
    4. After you place your order, and any relevant download fee has been successfully charged you will receive acknowledgement of receipt. This will constitute an acceptance by us of your offer and the relevant resource will be available for download, or you will receive the next edition of the relevant newsletter or news bulletin when it is scheduled to be sent to the rest of the mailing list.
    5. You are free to request to be removed from any of our mailing lists, or to update your preferences with regards to which Information Services you regularly wish to receive at any time.
    6. To be removed from the mailing list for any newsletter, bulletin or regular publication and therefore cancel the Contract for those Information Services you will need to complete our unsubscribe form. A link to the unsubscribe form will be included in our Order Confirmation and the emails by which we send you each instalment of the Information Service. You will receive automatic confirmation once your email address has been removed from the mailing list.
    7. To update your preferences with regards to which Information Services you wish to regularly receive you will need to follow the instructions provided when you click the update preferences link which is contained in the emails by which we send you each instalment of the Information Service. We are unable to update your preferences by any other method.
    8. You cannot cancel the Contract for a downloadable resource once the same has become available for access by you, regardless of whether or not you actually download the same. This does not affect your right to cancel if our Website or software enabling you to download the resource malfunctions and remains out of use, if this persists in any event for a period of more than 7 days, you will be entitled to claim a refund for the price paid by notifying us in writing at infor@freshproduce.org of your issue.
  3. advertising services
    1. In the case of Advertising Services relating to the sponsorship of events we host or to attend our events as stall holders or exhibitors you will be required to fill out one of our booking forms which are available on our Websites or which can be requested from us by email at infor@freshproduce.org. or to enter into a sponsorship agreement with us.
    2. Where there is a booking form or a sponsorship agreement these may contain their own specific terms and conditions which will govern the offer, acceptance, payment and termination of all Services specified in the booking form or sponsorship agreement. If there is an inconsistency between any of the provisions in these Terms and the terms and conditions set out in the booking form or sponsorship agreement, the provisions of the terms and conditions set out in the booking form or sponsorship agreement shall prevail.
    3. Where the Event which relates to the Advertising Services which you have ordered is cancelled by FPC, including where the occurrence of a Force Majeure Event makes it impossible for the Event to take place, FPC will retain the right to re-arrange the Event and will notify you in writing of its decision to do so and of the relevant details of the re-arranged Event (a Re-arrangement Notice). If you are unable to attend the re-arranged Event, please inform us in writing within 5 Working Days of the date of the Re-arrangement Notice. Provided we receive your response within the time specified in this clause 10.3, we will refund you the price of the Advertising Services less any administration or other fees which may be determined and retained by FPC at its sole discretion.
    4. In the case of bespoke Advertising Services, you may either fill out one of the online forms on our website with your contact details, through which you are giving us permission to contact you either by phone or by email to provide you with information and quotations for Advertising Services. Alternatively, you may contact us directly by email to obtain further information and pricelist or quotations for our Advertising and Marketing Services at infor@freshproduce.org.
    5. Our provision of any information regarding these bespoke Advertising services in accordance with clause 10.4 will not constitute an offer by us to contract to provide Advertising Services.
    6. When you confirm to us in writing the specifics of the bespoke Advertising Services that you require this will be regarded as an offer to purchase the bespoke Advertising Services.
    7. Our acceptance of your offer for bespoke Advertising Services will take place when we send you email acceptance, and it will consist of these Terms and those confirmed in our email acceptance.
    8. If we are unable to supply you with the Advertising Services for any reason, for example, if there is no remaining capacity at a venue for further exhibitors or stallholders, we will inform you of this and we will not process your order. If you have already paid for the Advertising Services, we will refund you the price of the Advertising Services less any administration or other fees which may be non-refundable.
  4. Your obligations in respect of services ordered
    1. It is your responsibility to ensure that:
      1. the terms of your order are complete and accurate;
      2. you cooperate with us in all matters relating to the Services;
      3. You promptly provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and provided in a timely manner (including timely provision of your advertising content);
      4. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      5. you comply with all applicable laws, including health and safety, employment, data protection, privacy and trademark laws;
      6. you at all times comply with our Acceptable Use Policy when using Our Websites to order or access the Services or for any other reason.
      7. you do not allow use of FPC’s name, property or resources by third parties without our prior permission in writing, in particular, but not limited to where these are used for political purposes.
      8. you shall not introduce or permit the introduction of any Virus or vulnerability into our network and information systems, in particular but not limited to Our Websites.
    2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 11.1 (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 18 (Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  5. Charges
    1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 12.
    2. The Charges are the prices quoted on Our Websites for the relevant aspect of the Information and Events Services at the time you submit your order online, or in the case of Advertising Services as confirmed by us in writing when we accept your order.
    3. Our Charges for the Services may change from time to time, but changes will not affect any order which has been accepted by us.
    4. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    5. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. In such cases we will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
  1. How to pay
    1. In most instances payment for Information Services and Events Services will be required to be made in advance online. In such instances we will take your payment upon our acceptance of your order.
    2. Alternatively, where we provide the option, you may elect for FPC to send you an invoice for the Information Services or Events Services ordered. In such instances payment will be due within 15 Working Days of the date of the invoice.
    3. Payment for Advertising Services relating to the sponsorship of events we host or to attend our events as stall holders or exhibitors will be required to be made in accordance with terms set out in the relevant booking form or sponsorship agreement. If you fail to make the required payment in accordance with the terms of the booking form or sponsorship agreement, then, without limiting our remedies under clause 18 (Termination), you may be required to pay interest on the overdue sum in accordance with the terms set out in the relevant booking form or sponsorship agreement.
    4. Payment for all other Advertising Services will be due on the date and on the terms specified in our acceptance of your order. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 18 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    5. We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  2. use of third-party content:
    1. Please note that some of the content provided through our Information Services is curated from third party sources and is intended to be used by you as general information and is not intended to be regarded as advice from us upon which you should rely. Instead, we recommend that you obtain professional advice before taking or refraining from taking any action based on third-party content.
    2. Our Information Services may contain links to third party websites, including social media posts or pages. The provision of links to third party websites or social media posts or pages on our websites should not be taken to be our endorsement or approval of them or their content. Please note that we are unable to monitor these sources and we assume no responsibility for the content which we provide links to, and we assume no liability for the effects, (including for any loss or damage caused by viruses or bugs) of these being followed and the content being used or acted upon.
    3. We often ask third parties to contribute and give speeches at our events. Please be advised that any content, opinions or analysis provided by such third parties does not represent the views of FPC and FPC assumes no responsibility for these, in particular with regards to their veracity.
  3. Intellectual property rights
    1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us or the third party from whom they have been obtained (where appropriate).
    2. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify (with your express agreement only) any materials provided by you to us for the term of the Contract for the purpose of providing any Advertising Services to you.
  4. How we may use your personal information
    1. We will use any personal information you provide to us to:
      1. provide the Services in accordance with these Terms;
      2. enable you to take advantage of the benefits and rights of becoming a member, if applicable to you; and
      3. process your payment for the Services.
    2. Depending upon the settings you select when you create an account for use on our website and/or when you sign up to receive Information Services from us, we may use your email address to inform you about similar Services to those which you have already ordered that we provide, or the benefits of becoming a member if you are not one already.
    3. We may also use your name and company logo to advertise and promote our events on our websites and in our publications to encourage others to attend. However, we will not do so where we receive a request not to from you in writing.
    4. In attending in-person events you and any other attendees whom you procured tickets for acknowledge that filming and photography of the event may take place and yours and their images may be captured as part of this in an incidental or background manner. As such we would not consider that these images amount to personal data and that by choosing to attend all attendees are regarded as aware that we may use any such photographs and videos taken at the event, to promote and advertise future events, and for their publication on our websites, or their inclusion in our newsletters or other publications, and we have a legitimate interest in processing this data in any event. Where we might wish to record or take photographs of individuals or as a focus of an image or recording, we would usually seek permission before taking that image as a matter of courtesy, but may process images to use on our websites, newsletters, or other publicity material on the basis of legitimate interest in accordance with our privacy policy, we do not process images of minors.
    5. We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract. However, for the avoidance of doubt, each Party acknowledges that any Personal Data transferred or otherwise accessed by virtue of the Parties’ dealings with each other conducted in accordance with these Terms was and is obtained, held, stored, deleted otherwise processed and, if relevant, shared or transferred to the other Party in accordance with any relevant data protection laws in place at the time.
    6. We will only gather information in relation to your use of our websites in accordance with our cookie policy, the terms of which are incorporated into this contract and our use of cookies can be limited at any time by you amending your cookie preferences when using one of our websites.
    7. Where your personal information is confidential, we may disclose this to the extent that such information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that. To the extent we are legally permitted to do so we will however make all reasonable attempts to provide you with as much notice of the disclosure as possible and will consider your reasonable requests in relation to the content of such disclosure.
  5. Limitation of liability
    1. Nothing in any contract entered into under these terms limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 17.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
      1. use of, inability to use any of our websites;
      2. use of or reliance on any content displayed in our website, at our events or contained in any of our publications;
      3. loss of profits;
      4. loss of sales, revenue or business;
      5. loss of agreements or contracts;
      6. loss of anticipated savings;
      7. loss of use or corruption of software, data or information;
      8. loss of or damage to goodwill, a business opportunity or reputation;
      9. any indirect or consequential loss or damage; and
      10. any business interruption.
    3. Subject to clause 17.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the higher of £5,000.00 or twice the cost of the Services ordered.
  6. Termination, consequences of termination and survival of a contract for services
    1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate any contract entered into with you under these Terms with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 Working Days of you being notified in writing to do so, unless a differing specific process is provided for in these Terms;
      2. you fail to pay any amount due under any contract entered into with between the Parties under these Terms on the due date for payment;
      3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
      6. Termination of any contract entered into will not affect your or our rights and remedies that have accrued as at termination.
    2. Survival. Any provision of any contract entered into under these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect including the following which will remain in force for so long as they have application:
      1. Clause 12
      2. Clause 17
      3. Clause 20
      4. Clause 23.6
  7. force majeure Events
    1. Where FPC is prevented, hindered or delayed in or from performing any of our obligations under the Contract by a Force Majeure Event, FPC shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    2. If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. We will arrange a new date for performance of the Services with you after the Force Majeure Event is over.
    3. You may cancel the Contract affected by a Force Majeure Event which has continued for more than 30 Working Days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Force Majeure Event.
  1. Communications between us
    1. When we refer to "in writing" in these Terms, this includes email.
    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt [or at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  2. disputes
    1. If a dispute arises out of or in connection with the Terms or the performance, validity or enforceability of them (a Dispute), then the Parties shall follow the procedure set out in this clause.
    2. Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the individuals responsible for the management of the contract in question for each Party shall attempt in good faith to resolve the Dispute.
    3. If the persons referred to in clause 21.2 are for any reason unable to resolve the Dispute within 5 Business Days of service of the Dispute Notice, the Dispute shall be referred to the Chief Executive Officer of FPC (the CEO) and person of equivalent seniority at Your company or organisation who shall attempt in good faith to resolve it.
    4. If the CEO of FPC and the person of equivalent seniority nominated by you in accordance with clause 21.3 are for any reason unable to resolve the Dispute then the process set out at clause 22 below is to be followed.
  3. expert determination
    1. If a Dispute arises out of or in connection with the Terms or the performance, validity or enforceability of them which could not be resolved through use of the escalation process at clause 21 above, then the Parties shall follow the procedure set out in this clause.
    2. The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of their appointment.
    3. If the parties are unable to agree on an Expert or the terms of their appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the Centre for Effective Dispute Resolution (CEDR) to appoint an Expert of repute with international and UK-specific experience in fresh produce sector and for the CEDR to agree with the Expert the terms of appointment.
    4. The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.
    5. If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then:
    6. The parties may agree, or if they are unable to agree either party may apply to CEDR to discharge the Expert; and
    7. The parties may proceed to appoint a replacement Expert firstly in accordance with clause 22.2 and if this is not possible in accordance with clause 22.3 which shall apply to the replacement Expert as if they were the first Expert to be appointed.
    8. All matters under this clause must be conducted, and the Expert's decision shall be written, in the English language.
    9. The parties are entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.
    10. To the extent not provided for by this clause, the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate.
    11. Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel and/or things as the other party may reasonably require to make a submission under this clause.
    12. The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the Dispute which may include any issue involving the interpretation of any provision of these Terms, their jurisdiction to determine the matters and issues referred to them and/or their terms of reference. The Expert may award interest as part of their decision. The Expert's written decision on the matters referred to them shall be final and binding on the parties in the absence of fraud.
    13. The Expert may direct that any legal costs and expenses incurred by a party in respect of the determination shall be paid by another party to the determination on the general principle that costs should follow the event, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of such costs. The Expert's fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties in such other proportions as the Expert shall direct.
    14. All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.
    15. Each party shall act reasonably and co-operate to give effect to the provisions of this clause and otherwise do nothing to hinder or prevent the Expert from reaching their determination.
    16. The Expert and CEDR shall have no liability to the parties for any act or omission in relation to this appointment; save in the case of bad faith.
  1. General
    1. Assignment and transfer
      1. We may assign or transfer our rights and obligations under the Contract to another successor entity, but we will use all reasonable endeavours to notify you by posting on at least one of Our Websites if this happens.
      2. You may only assign or transfer your rights or your obligations with respect to the Services ordered under the Contract to another company or organisation if we agree in writing.
      3. You may not assign or transfer your rights or your obligations as a member to another company or organisation.
    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority, such as any Expert appointed in accordance with clause 22 above, decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Contract and any applicable membership of FPC held by you is governed by English and Welsh law and is subject to the jurisdiction of the English and Welsh courts.


Appendix – definItions

  1. Articles of Association means the articles of association for FPC which were adopted by special resolution of its relevant members on 24 July 2019, and which may be updated from time to time.
  2. Confidential information means all communications whether written or not between the Parties and all other documentation provided by one Party to the other under these Terms which is marked as confidential or by its content it is clear that it ought to be regarded as confidential.
  3. Data Protection Law means all applicable data protection and privacy laws and regulations in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party;
  4. Expert is a person appointed in accordance with clause 22 to resolve disputes arising from these Terms where the escalation process has not been successful.
  5. Force Majeure Event means any circumstance not within FPC’s reasonable control including, without limitation:
    • acts of God, flood, drought, earthquake or other natural disaster;
    • epidemic or pandemic;
    • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
    • nuclear, chemical or biological contamination or sonic boom;
    • collapse of buildings, fire, explosion or accident;
    • any labour or trade dispute, strikes, industrial action or lockouts;
    • non-performance by suppliers or subcontractors; and
    • interruption or failure of utility service.
  6. Former Member means anyone who was previously regarded as a Member but whose status as a Member has been lost in accordance with clause 5 of these Terms.
  7. In-Person Events means events in which any individual or representative or employee of the attendee organisation participates in the event at a venue in which all other attendees are also present.
  8. Intellectual Property Rights means all intellectual property rights, whether those rights happen to be registered or not, and wherever in the world those rights may exist, including but not limited to the Parties and other’s confidential information, copyrights, data-base rights, trade secrets, trademarks and rights associated with any service or product brands, patents, inventions, designs and know-how.
  9. Mailing List means a list of all those individuals or organisations who have expressed to FPC through processes stated on Our Websites that they wish to receive instalments of a particular Information Service which may include marketing information.
  10. Member means a member as defined by the Articles of Association.
  11. Membership Application means the process through which Non-Members become Members as set out in clause 3 of these Terms.
  12. Membership Application Form means the application form for membership of FPC, as published on its relevant website from time to time and which must be completed before the eligibility of a prospective member can be assessed.
  13. Member’s Login means a username and password which enable the Member to access the Member Services.
  14. Member Services means all those Services which are only available to Members, or which are available to Members at no extra charge where a charge would be payable in exchange for access for Non-members.
  15. Membership Subscription means the fee which is payable annually or on any other frequent basis, as permitted by FPC, which a member must pay in order to receive the Member Services and benefits as set out in these Terms and the Articles of Association.
  16. Non-member means any organisation or individual which has not become a member of FPC in accordance with clauses 2 - 6 of these Terms.
  17. Non-member Services means any and all Services which Non-members have the opportunity to attend as freely as Members.
  18. Online Events means all events which are hosted through any of Our Websites and which in-person attendance is not an option.
  19. Our Websites means the websites stated at clause 1.3 of these Terms. Each of the websites designated at the subclauses of clause 1.3 may be referred to as Our Website.
  20. Services means all Member Services and all Non-Member Services which fall within the Information Services, Advertising Services and Events Services which are defined by clause 7.1 of these Terms.
  21. Third Party Content means any written articles, data, analysis, opinion, videos, images, software, programmes, application, or any other content which were created by a third party other than FPC and where a person or organisation that is not FPC owns the Intellectual Property Rights and the right to control the content.
  22. VAT means value added tax and will be charged at the rate determined by the government of the United Kingdom at any given time.
  23. Virus any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
  24. Working Days means Monday to Friday excluding any Bank and Statutory holidays in England.