1. About us
1.1 Company details. Frontier Communications Limited (company number 07089049) (we and us) is a company registered in England and Wales and our registered office is at 17 Walkergate, Berwick-Upon-Tweed, Northumberland, TD15 1DJ, United Kingdom. Our UK VAT number is 234217337. We operate the website https://www.frontierenergy.network/ and associated event websites including but not limited to https://www.africaepsummit.com/, https://www.eumedepsummit.com/ and https://www.bigfiveawards.com/ .
1.2 Contacting us. To contact us telephone our customer service team at +44 208 1947 051 or e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 15.
1.3 Professional indemnity insurance. We maintain professional liability insurance. Our insurer is Hiscox Ltd and our policy number is PSC10000986614/02.
2. Our contract with you and your membership
2.1 What these terms cover. These are the terms and conditions that govern your membership with us (Membership) and supply of membership benefits (Membership Benefits) by us to you (Contract). They 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.
2.2 How we will accept your application to become a member. Our acceptance of your application will take place when we write to you to tell you that your application has been accepted and has been successfully carried out, at which point a contract will come into existence between you and us (Joining Date). You will then be entitled to enjoy our Membership and Membership Benefits.
2.3 If we do not accept your application to become a member. If we are unable to accept your application, we will inform you of this in writing and we will refund you any monies charged. This might be because in our reasonable opinion you would not be a suitable candidate for our Membership.
2.4 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.
2.5 Language. These Terms and the Contract are made only in the English language.
3. Your membership.
3.1 If you are
(a) an individual member your Membership is personal to you and you cannot let any other person use your Membership or give your Membership to any other person unless we agree in writing;
(b) a corporate member your Membership is personal to your organisation and you will be able to share your Membership with up to a maximum number of persons (Colleague Member) depending on the size of your organisation. Each Colleague Member must satisfy our membership criteria and we reserve the right to reject a Colleague Member if they do not satisfy our membership criteria.
3.2 Membership criteria. We will only accept application from people who are 18 years old or older and you agree that the information you gave us as part of the membership application process is correct and accurate in all respects. You are responsible for ensuring that your membership application submitted by you is complete and accurate.
4. How long will your membership last
4.1 4.1 Your membership will start on the Joining Date and shall continue unless terminated earlier in accordance with clause (Termination) until the first anniversary of the Joining Date (Term) when it shall terminate automatically without notice (for the avoidance of doubt a corporate membership will terminate on the first anniversary of the Joining Date). You cannot cancel your Membership during the Term. If you do cancel your Membership in the Term you will breach the contract between us.
4.2 In advance of the first anniversary of the Joining Date we will contact you to ask if you want to renew your Membership.
5. Our membership
5.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the Membership Benefits described in them. They will not form part of the Contract or have any contractual force.
5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Membership Benefits appearing on our website at the date of your order in all material respects.
5.3 Changes to specification. We reserve the right to amend the specification of the Membership Benefits if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Membership Benefits.
6. Your obligations
6.1 Your conduct. You agree that you will comply with the membership rules set out at clause 6.2 whilst you are a Member. You also agree that you will use your reasonable endeavours to make sure that any Colleague Members will comply with the same rules. Failure to comply with these rules, may result in your Membership being suspended and/or terminated with immediate effect.
6.2 It is your responsibility to ensure that:
(a) the terms of your application are complete and accurate;
(b) you cooperate with us in all matters relating to your Membership;
(c) you provide us, our employees, agents, consultants and subcontractors with such information and materials we may reasonably require in order to supply the Membership Benefits, and ensure that such information is complete and accurate in all material respects;
(d) you comply with all applicable laws;
(e) you respect the privacy of fellow members;
(f) you must at all times conduct yourself in a responsible and careful manner, if you repeatedly fail to do this will be a material breach of this agreement and we have the right to terminate or suspend your membership in accordance with clause 12.1;
(g) to encourage inclusive and open dialogue the Chatham House Rule will apply to our Member-only events and our Membership portal and in attending you accept and agree to comply with the Chatham House Rule;
(h) when attending one of our virtual or physical events you accept our terms and conditions and that you agree to comply with them. Our event terms and conditions are located on our website (please click here to view our event terms and conditions);
(j) you shall not (and shall procure that each of your directors, employees or workers shall not) distribute, reproduce, modify, store, transfer or in any other way use any of the Membership content, and in particular:
6.3 6.3 If our ability to perform the Membership Benefits is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Membership Benefits until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Membership Benefits, in each case to the extent Your Default prevents or delays performance of the Membership Benefits. In certain circumstances Your Default may entitle us to terminate the Contract under clause 12 (Termination);
(b) 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 Membership Benefits; and
(c) 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.
7. Membership fee
7.1 In consideration of us providing the Membership Benefits you must pay our membership fee (Membership Fee) in accordance with this clause 7.
7.2 When you apply for your Membership you must pay the Membership Fee for the whole of the Term.
7.3 The Membership Fee are the prices quoted on our site at the time you submit your application.
7.4 7.4 We take all reasonable care to ensure that the prices stated for the Membership are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Membership you ordered.
7.5 7.5 Our Membership Fee may change from time to time, but changes will not affect any application you have already placed and we reserve the right to increase the Membership Fee.
7.6 7.6 All prices are in Pound Sterling: GBP and exclude UK VAT. UK VAT will be charged where applicable. If an event is being held within the UK and is an additional charge to the Membership Fee, VAT is chargeable to all firms and individuals including those from outside the UK. We reserve the right to amend charges should VAT change at any point.
7.7 7.7 It is always possible that, despite our reasonable efforts, some of the Memberships on our site may be incorrectly priced. Where the correct price for the Membership is less than the price stated on our site, we will charge the lower amount and if the correct price for the Membership 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 Membership at the correct price or cancelling your order. 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.
8. How to pay
8.1 Payment for the Membership Fee is in advance. We will take your payment upon acceptance of your order.
8.2 You can pay for the Membership Fee using a debit card or credit card. We accept the following cards: (a) Visa;
(b) Mastercard; and
(c) American Express
8.3 We will send you an electronic invoice after we have processed your order.
8.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 12 (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 8.4 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%.
8.5 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).
9. Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Membership and Membership Benefits (other than intellectual property rights in any materials provided by you) will be owned by us.
10. How we may use your personal information
10.1 We will use any personal information you provide to us to:
(a) provide the Membership Benefits;
(b) process your payment for the Membership; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
11. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
11.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £5,000,000.00 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.3 Subject to clause 11.2, 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 the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts; and
(d) any indirect or consequential loss.
11.4 Subject to clause 11.2, 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 total Membership Fee paid under the Contract.
11.5 We have given commitments as to compliance of the Membership Benefits with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 4 weeks from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.7 This clause 11 will survive termination of the Contract.
12.1 Without limiting any of our other rights, we may suspend the performance of the Membership and Membership Benefits, or terminate the Contract with immediate effect by giving written notice to you if:
(a) 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 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) 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;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) 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.
12.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
12.3 Any provision of the Contract 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.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control including but not limited to: (a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) 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;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) collapse of buildings, fire, explosion or accident;
(f) non-performance by suppliers;
(g) interruption or failure of utility service.
(each an "Event Outside Our Control" together “Events Outside Our Control").
13.2 Provided we have complied with clause 13.3, if we are prevented, hindered or delayed in or from performing any of its obligations under this agreement by an Event Outside Our Control, we will 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.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Membership Benefits with you after the Event Outside Our Control is over.
You must not attempt to procure services that are competitive with the Membership from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Membership Benefits to you.
15. Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 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.
15.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) 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
(c) if sent by email, at 9.00 am the next working day after transmission.
15.4 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.
15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16.1 Assignment and transfer
(a) we may assign or transfer our rights and obligations under the Contract to another entity.
(b) you may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
(c) you may not assign or transfer your right to attend an event to any other person.
16.2 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).
16.3 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.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.