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Visit Connect Terms & Conditions

These are the Terms and Conditions of N200 Limited (registered in England under number No 2685312) whose registered office is at Silverstone Drive, Gallagher Business Park, Coventry, Warks CV6 6PA.

Under these Terms and Conditions N200 will provide the Services for the Client at the Event.

1.    Definitions

Agreement Data means Personal Data Processed for the purposes of the Conditions, pursuant to the Services.

App means N200’s mobile phone application which is an application for scanning and collecting visitor information at the Event.

Barcode Scanner means the digital scanner owned by N200 and rented to the Client for the purpose of scanning visitor information.

Client means any exhibitor that is a company (not a sole trader or partnership) which places a Direct Order or Indirect Order with N200 for the Services at an Event

Conditions means these Terms and Conditions and any event schedules that are created and agreed by N200 and the Client from time to time.

Data Controller will have the meaning given to it in the Data Protection Legislation.

Data Processor will have the meaning given to it in the Data Protection Legislation.

Data Protection Legislation means:

  • EU Directive 95/46/EC on the protection of individuals’ personal data as amended or replaced from time to time; and
  • Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector as amended by Directive 2006/27/EC and Directive 2009/136/EC and as amended or replaced from time to time; and
  • all and any other associated legislation connected with and governing the processing of Personal Data applicable to the Parties, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all relevant regulatory guidance and codes of practice.

 

Data Subject will have the meaning given to it in the Data Protection Legislation.

Direct Order means an order for the Services placed by the Client directly with the Organiser (and then confirmed by the Organiser to N200, on behalf of the Client), in relation to a specific Event.

Event means any exhibition, conference, display, show or other event at which N200 is providing Services (including linked or related events which are considered part of any Event).

Group means N200, all GES companies and any third parties with whom data is shared.

Hosting Services means the hosting center, security and support services provided by N200 to the Client to facilitate the Client’s use of the Services during the Term.

Indirect Order means an order for the Services placed by the Client with N200 directly, which N200 then provides on behalf of the Organiser in relation to a specific Event.

Intellectual Property means patents, design rights, trademarks, business names, domain rights names, copyrights, database rights and all other intellectual property rights of a similar or corresponding nature.

N200 means N200 Limited (as defined above).

Organiser means any firm or body which is an Organiser of an Event.

Personal Data will have the meaning given to it in the Data Protection Legislation and for the avoidance of doubt includes Sensitive Personal Data.

Processing (and “Process” and “Processed” shall be construed accordingly) will have the meaning given to it in the Data Protection Legislation.

Services means the Services provided by N200 to the Client including licensing the use of the Software and Hosting Services during the Term.

Software means the App, the Barcode Scanner and any of N200’s application software which is used by the Client to Process visitor data at an Event (which may include Personal Data).

Tablet means the device owned by N200 and rented to the Client for the purpose of scanning visitor information.

Term means the period agreed by N200 and the Client during which N200 will provide the Services to the Client.

Visit Connect means N200’s software which allows the Client to record and follow up on sales leads it establishes with attendees at an Event using the App and Barcode Scanner.

Visit Connect Portal means portal hosted by N200 through which the Client can access the information that the Client has Processed using Visit Connect.

Visitors: representatives from a company, partnership, sole trader or private individuals who attend an Event.

1.2     In these Conditions, the clause headings do not affect the interpretation of the clauses to which they refer.

1.3    These Conditions shall apply to the supply of Services by N200 to the Client and shall prevail over any terms and conditions of the Client or established course of dealings between the parties. In placing any Direct Order, requesting or procuring the placement of any Indirect Order or accepting delivery from N200, the Client accepts these Conditions to the exclusion of all other terms and conditions save to the extent that any variation is expressly agreed to in writing by N200.

1.4    Any verbal Direct Order placed by the Client or verbal Indirect Order placed by the Organiser must be confirmed to N200 in writing within 7 days.  N200 will accept email as valid written confirmation.  The Client will be bound by these Conditions once it places a Direct Order or Indirect Order for the Services.

1.5    Where any Direct Order or Indirect Order is placed via the website from a computer or other device (Device) these Conditions will apply in respect of all use on behalf of the Client of that Device regardless of the specific user utilising the Device.

2.    Prices

2.1    All prices unless otherwise stated are exclusive of VAT which will be charged in addition at the standard rate at the appropriate tax point.

2.2    All Direct Orders and Indirect Orders are accepted on condition that N200 will be entitled to make further charges to the Client in respect of necessary incidental implementation costs.

3.    Payment

3.1    N200’s normal payment terms are payment in full by cash, cheque or credit/debit card with each Direct Order and/or Indirect Order.

3.2    If N200 agrees to grant credit terms, all payments are due within 30 days from the date of the invoice.  The Client will be deemed to accept any invoice unless it objects in writing to N200 within 7 days of the date of the invoice.

3.3    Where payments are made by invoice, all invoices must be paid in full no later than 5 working days prior to the Event to which they relate.  If the Client fails to make full payment, N200 may cancel the Client’s reservation for Services at the Event or disable the Client’s access to any of Visit Connect, Visit Connect Portal, the Software, the Hosting Services and the Services.

3.4    Where any payment from the Client is overdue, N200 reserves the right to charge interest from the date of invoice until payment at 10% per annum compounded annually.

3.5    If the Client has failed to meet N200’s payment terms, N200 may cancel the Direct Order or Indirect Order at its sole discretion.

3.6    All payments must be made by direct bank transfer to the bank account stipulated in the Direct Order or Indirect Order and in the currency provided for in the Direct Order or Indirect Order.  The Client is solely responsible for all bank transfer costs.

3.7     Where Client understands that the Service(s) should be provided to them via the Direct Order process (as part of a package agreed with the Organiser) and that they are not liable to pay for the Service(s) directly, the Client should contact [telephone number] in order to complete the order process.

4.    The Services

4.1    In consideration of the payment by the Client or the Organiser for the Services at the Event, N200 will provide those Services to the Client as specified in the Direct Order or Indirect Order.

4.2    N200 will use all reasonable endeavours to provide the Services specified in the Direct Order or Indirect Order in a timely manner.

4.3     N200 grants the Client a personal non-transferrable licence to use the Software hosted by N200 for the Client’s own business use only.  Each user (being each individual with their own, sole, access rights) will have a unique user log in which will constitute a single licence.

4.4    Where relevant, the Client will pay the per user fee for the agreed number of licences specified in the order to continue for the Term stated in the order.

4.5    N200 may move or suspend the Software for short periods of time to carry out maintenance or repair to servers or to implement improvements to the Software.  N200 will notify the Client of planned maintenance but may not be able to notify the Client of emergency maintenance or repairs.

4.6    Subject to the provisions of clause 4.5, N200 will use reasonable endeavours to keep the Software available to the Client at all times.

4.7    The Client must notify N200 as soon as it becomes aware of any problem with the Software or Services.

4.8    The Client must notify N200 immediately if the Barcode Scanner fails to operate.  N200 will not be responsible for any loss of information stored on the Barcode Scanner and N200’s sole liability will be to provide a replacement Barcode Scanner (where appropriate) as soon as is practicable.

4.9    The Client must notify N200 immediately in the event of any failed attempted use of the App.  N200 will not be responsible for any loss of information stored on the App.  Such information loss may occur if the cache memory of the App is cleared whilst the App is not synchronised or if the device hosting the App is lost or stolen.

4.10    N200 will use reasonable endeavours to respond to emailed notification of Software or Service problems and to resolve them promptly.  The Organiser is not responsible for the Services and the Client must refer any problems directly to N200.

5.    Application Service Restrictions

5.1    Where the Client uses the Software through the Hosting Services it may not download, copy or install the Software or any part of it on any Device. This does not prevent download of the App to the Client’s Device to the extent authorised by N200.

5.2    The Client may not reverse engineer, decompile or disassemble the Software, the Barcode Scanner or the App except to the extent that such acts are lawful.

5.3    The Client will not transfer, licence, network or otherwise distribute or make available the Services (including but not limited to) the Software in any manner to any third party.

5.4    The Client may not adapt, modify, merge, revise, translate, enhance or create derivative works of the Services (including but not limited to) the Software for any purpose.

5.5    The Client will take security measures to safeguard the Services (including but not limited to) the Software from damage or access to it by unauthorised persons.  This includes taking security measures to prevent theft or loss of any device upon which the App used to access the Software is stored.

5.6    The Software has the functionality to allow the Client to perform certain administrative functions.  The Client undertakes to keep all user names, passwords and other access details relating to administrative functions confidential and to indemnify N200 for any loss or damage arising from its failure to do so.

6.    Client’s Obligations

6.1    In consideration of N200’s obligations under this Agreement the Client will:

6.1.1    Not abuse or misuse the App or any Barcode Scanner provided.  Each Barcode Scanner must be returned to N200 at the end of each day during any Event for downloading and recharging.  It may be collected for use the following morning. A fee of £500 will be levied for any lost or damaged Barcode Scanner unless N200 indemnity has been purchased.

6.1.2   Not abuse or misuse the App or any Tablet provided.  Each Tablet must be returned to N200 at the end of each day during any Event for downloading and recharging.  It may be collected for use the following morning. A fee of £500 will be levied for any lost or damaged Tablets 

6.1.3   Where using the App as a scanner ensure that the device on which the App is stored has sufficient memory capacity to store the data required and is capable of synchronising the data in full.

6.1.4   Not to introduce any virus or similar contagion to the Software from use of the App or otherwise.

6.1.5   Provide and maintain adequate internet connectivity where the Client wishes to make use of real time data collection at any Event.  N200 is not responsible for internet or broadband connection.

6.1.6   Provide reasonable co-operation and support in relation to configuration of the Software and provision of the Hosting Services.  Such co-operation will include but not be limited to making available appropriate computer facilities when requested by N200 and ensuring that the Software is accessed and operated by competent personnel who have been trained specifically where required.

6.2    If the Client does not perform its obligations under this Agreement this may affect the ability of N200 to perform its obligations.  N200 will not be considered in default to the extent that its ability to perform has been affected by the Client’s default.

6.3    The Client will indemnify N200 against all and any claims or penalties arising from allegations or findings of misuse of Personal Data where N200 has complied with the Client’s written instructions.  The Client will also indemnify N200 against any loss or damage to the Software or to data stored upon the Software by reason of contagion by virus or other cause introduced by use of the App from the Client’s mobile device.

6.4    The Client will supply N200 with all matters and instructions required under this clause 6 on a timely basis in order that N200 can perform the Services on time, in accordance with the estimate of times for provision of services provided in the Direct Order or Indirect Order.

7.    Data Protection

7.1      For the purposes of this clause 7 the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Processing” (and “Process” and “Processed” shall be construed accordingly”) and “Sensitive Personal Data” shall have the meaning assigned to them under the Data Protection Legislation.

7.2     In relation to both Direct and Indirect Orders, the parties acknowledge that the Client (in relation to the Processing of its Visitor data, including across multiple Events where the Client has previously received similar Services from N200, (“Conditions Data”)) and the Organiser (in relation Client, exhibitor and Visitor data at its Event(s)) are both sole Data Controllers of Agreement Data processed under these Conditions and that N200 is the Data Processor, acting on behalf of each Data Controller independently.

7.3     The Client shall, when Processing Personal Data as a Data Controller for the purpose(s) of performing its obligations under this Agreement, comply in all respects with the Data Protection Legislation.

7.4     As part of the Services, the Client acknowledges its instructions to and agrees that:

7.4.1   N200, in its capacity as Data Processor, shall anonymise Personal Data which the Client has collected as part of the Intended Purpose of this Agreement (“Anonymised Data”); and

7.4.2  Following the process set out in 7.4.1 above, N200 shall be entitled to use the Anonymised Data for its own business purposes and share this with the Group who may use it for their own business purposes.

7.5     As part of the Services , the Client acknowledges its instructions to and agrees that:

7.5.1   N200, in its capacity as Data Processor, shall transfer Agreement Data which the Client has collected to the Organiser; and

7.5.2  the Client will provide all of the necessary information and obtain all of the relevant consents required under the Data Protection Legislation including making its privacy notices and marketing consent options available to Visitors in advance of data collection to enable N200 to provide the Services (including specifically the sharing of their personal data with the Organiser pursuant to clause 7.5.1 above); and

7.5.3  the Client will ensure Visitors are aware of consent and data sharing implications of badge scanning in advance of doing so.

7.6     N200 as a Data Processor is not or will not be liable for the collection and/or use of Agreement Data by the Client or the Organiser.

7.7     Where N200 Processes Conditions Data as a Data Processor for or otherwise on behalf of the Client (as the Data Controller) for the purposes of carrying out its obligations under these Conditions it shall:

7.7.1   Process the Conditions Data only for the purposes of carrying out its obligations under these Conditions and otherwise in accordance with the instructions of the Client from time to time; and

7.7.2  take appropriate technical and organisational measures against the unauthorised or unlawful Processing of the Conditions Data and against actual loss or destruction of, or damage to, the Conditions Data, having regard to the state of technological development and the cost of implementing any measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data.

8.    Liability

8.1    N200 has no control over and accepts no responsibility for cancellation of any Event.  Where cancellation occurs N200 will refund payments to the Client within 30 days of cancellation subject only to unavoidable and administrative deductions.

8.2    N200 does not accept liability for any errors arising from failure of the Client’s computer, server, App or mobile device or inadequacy of the Client’s internet or broadband connection.  Use of the App as a scanner may cause loss of data where the Client fails to synchronise the data in full or where the cache memory of the App is cleared when not synchronised or when the device upon which the App is lost or stolen.  Further, N200 does not accept liability for any loss of data arising from use of the Barcode Scanner where the Client has lost the Barcode Scanner or failed to download data from it. N200 accepts no liability for loss of or degradation to data on the Software platform.  However, it will back up data and will use all reasonable endeavours to restore any lost or degraded data upon the Software.

8.3    N200 accepts liability arising from its negligence for personal injury or death without limit.

8.4    N200 accepts liability to the Client in respect of direct damage to tangible property caused by the negligence of its employees in connection with the performance of their duties under this Agreement. N200’s total liability under this clause shall be limited to £1m for any one event or series of connected events.

8.5    Except for claims for death or personal injury arising from N200’s negligence, N200 will not be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings nor for any damages or increased costs that are an indirect or secondary consequence of any act or omission of N200 whether such damages were reasonably foreseeable or actually foreseen.

8.6    Except as provided by 8.3 and 8.4 above, N200’s maximum liability to the Client under this Agreement or otherwise (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to the sum equivalent to the fees paid or payable to N200  for the Services under the Event Schedule being performed by N200  for the Client plus damages limited to 50% of such fees for any additional costs directly, reasonably and necessarily incurred by the Client in obtaining alternative services.

8.7    The parties acknowledge and agree that the limitations contained in this clause 8 are reasonable in the light of all the circumstances.

9.    Intellectual Property Rights

9.1    All Intellectual Property Rights existing prior to the date of this Agreement shall continue to belong to the party owning them.

9.2    N200 grants the Client a licence to use the Software as provided by clause 4.3.  The Client may not use the App to store the Software or any part of it upon a mobile device.

9.3    The Intellectual Property Rights in any work by or for N200 in relation to this Agreement shall vest in N200 unless it is specifically agreed in writing that such rights shall be transferred to the Client.

9.4 In the event that new designs or processes are involved in the performance or as a result of this Agreement, such development be the sole property of N200.

9.5    The Client shall indemnify N200 against liabilities, costs and expenses which N200 may incur as a result of work done in accordance with the Client's requirement involving infringement of any third party copyright or other intellectual property right.

9.6    N200 owns the copyright in the Software.  N200  will indemnify the Client and defend at its own expense any claims of infringement of copyright or other intellectual property rights affecting the Software provided that:

  • The Client gives N200 prompt notice of any claims it has made; N200 has the right to defend any such claim and make settlements at its complete discretion.  The Client will give such assistance as N200 may reasonably require at N200’s cost in relation to settling or opposing any claim.
  • In the event that any such infringement occurs N200 may at is sole cost and expense:
     
  • Procure for the Client the right to continue using the Software or infringing part of the Software; or
  • Modify or amend the Software or infringing part so that it becomes non-infringing without affecting its functionality; or
  • Replace the Software or infringing part by other software with materially the same functionality.

10.    Duration and Termination

10.1    These Terms and Conditions apply for the duration of the Services provided for the Event and for a further period of 6 months thereafter. Subsequent Events will also be deemed to be subject to these Terms and Conditions. The Client has no right to cancel its Direct Order or Indirect Order for the Services once N200 has accepted it, save in the case of material breach as provided by clause 10.2.

10.2    N200  or the Client (the Terminating Party) shall be entitled to give written notice to the other to terminate this Agreement (or any Event Schedule entered into under this Agreement) upon the happening of any of the following events:-

10.2.1    If the other commits any material breach of its obligations under this Agreement which breach is incapable of being remedied or (if capable of remedy) which breach shall not have been remedied within the 30 days of the Terminating Party giving notice to the other party in writing specifying the breach, requiring its remedy and stating the Terminating Party's intention to terminate in the event of non-compliance;

10.2.2    If the other enters into liquidation whether compulsorily or voluntarily (otherwise than for the purpose of amalgamation or reconstruction where the merging company assumes the obligations of the party entering into liquidation) or compounds with its creditors or has an administrator, administrative receiver or receiver appointed over all or any part of its assets or undertaking or takes or suffers any similar action in consequence of debt.

10.3    The termination of this Agreement shall save as expressly otherwise provided be without prejudice to any rights of either party which have accrued prior to the date of termination of Agreement.

11.    Force Majeure

Neither party shall be liable for any delay in performing or in failure to perform its obligations under the Agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of this Agreement and the time performance of the effected obligations will be extended by such period as is reasonable. The Client's failure to meet payment obligations under clause 3 is not an event of force majeure.

12.    General

12.1    The Event Schedule to these Conditions shall be incorporated in and form part of these Conditions.

12.2    Variation:

These Conditions shall be capable of being varied only by a written agreement signed by a Director or other authorised representative of each party.

12.2    Severability:

If any part of this Agreement is found by a Court to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable as permitted by law.

12.3    Waiver:

No failure by either party to exercise any right or remedy or any delay in such exercise shall operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it or the exercise of any other right or remedy.

12.4    Notices:

Any notice to be given by either party to the other shall be in writing and delivered personally or sent by pre-paid recorded delivery or registered post to the other at the other's registered office for the time being or by facsimile transmission and shall be deemed to be received if delivered personally at the time of receipt or if sent by post at the expiration of 72 hours after being posted correctly addressed or if by facsimile 24 hours after dispatch to the correct facsimile number.

12.5    Law: These Conditions shall be governed by and construed in accordance with the laws of England.

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