The following Terms and Conditions (the “Terms”) are between the Customer, NBS and RIBA and relate to each and every application for space at, and all participation in, online webinars (“Webinar”) and/or in-person exhibitions (“Exhibition”) relating to the provision of continuing professional development (together defined as “RIBA CPD Roadshows”).
RIBA CPD Roadshows is an events service jointly provided by NBS and RIBA (the “Organisers”).
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).
1. Interpretation
1.1 The following definitions and rules of interpretation apply in these Terms.
1.2 Definitions:
“Additional AV Services”: technical services requested by the Customer in addition to the Roadshow Events Services, including any audio-visual equipment or technical assistance to be provided by RIBA (other than the projector, laptop and screen provided within the Roadshow Events Services).
“Business Day”: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
“Charges”: the charges payable by the Customer for the supply of the Roadshow Events Services and Additional AV Services in accordance with clause 5 (Charges and Payment) at the specified RIBA CPD Roadshow.
“Contract”: the contract between NBS, RIBA and the Customer for the supply of Roadshow Events Services at a specified RIBA CPD Roadshow in accordance with these Terms.
“CPD”: Continuing Professional Development. “Customer”: the subscriber to the RIBA CPD Providers Network (as detailed in the terms and conditions applicable to subscribers to the RIBA CPD Providers Network) who purchases the Roadshow Events Services from NBS in accordance with these Terms.
“Customer Materials”: any exhibition stands, posters, displays, marketing materials, presentations or other items belonging to or under the control of the Customer at the RIBA CPD Roadshow.
“Hosting Service”: the hall, space or other venue(s) in which the RIBA CPD Roadshow is held.
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“NBS”: NBS Enterprises Limited, a company incorporated and registered in England and Wales (company number 978271) whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne, NE1 1RH.
“Order”: the Customer’s order for Roadshow Events Services at a specified RIBA CPD Roadshow as set out in the RIBA CPD Roadshow Order Form, including a detailed description of the Roadshow Events Services requested by the Customer.
“Presentation Slot”: the time allocated by RIBA to the Customer for the presentation of Customer Materials at the RIBA CPD Roadshow.
“Presentation Space”: a room or other appropriate space within the Hosting Service provided to the Customer for the delivery of a seminar or presentation during a Presentation Slot.
“RIBA”: The Royal Institute of British Architects, registered charity number 210 566 whose registered office is at 66 Portland Place, London, W18 1AD.
“RIBA CPD Providers Network”: the subscription-only network of CPD providers supplying CPD materials approved by the RIBA.
“RIBA CPD Roadshow Date”: the date of the RIBA CPD Roadshow as set out in the RIBA CPD Roadshow Order Form.
“Roadshow Events Services”: the services supplied by the Organisers to the Customer including the provision of the Presentation Slot and Presentation Space as well as a projector and screen in the Presentation Space for use by the Customer.
1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.4 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.6 A reference to writing or written includes email.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Roadshow Events Services for a specific RIBA CPD Roadshow in accordance with these Terms, as amended from time to time at NBS’ discretion.
2.2 The Order shall only be deemed to be accepted when NBS issues written acceptance of the Order, in the form of the RIBA CPD Roadshow order acknowledgement format at which point, and on which date, the Contract shall come into existence ("Commencement Date").
2.3 At its discretion NBS may refuse to accept any Order from any individual, firm or company.
2.4 Only current subscribers to the RIBA CPD Providers Network (who are parties to a valid and active contract for their subscription to the RIBA CPD Providers Network) are permitted to be Customers and to purchase Roadshow Events Services. In addition to these Terms, Customers remain bound by the terms and conditions applicable to subscribers to the RIBA CPD Providers Network at all times, including the terms regarding orders and payment of invoices. Any breach by the Customer of the RIBA CPD Providers Network terms shall entitle NBS to terminate the Contract relating to Roadshow Events Services.
2.5 It is the Customer’s responsibility to ensure all sums due from it in relation to its subscription to the RIBA CPD Providers Network have been paid in full in accordance with the terms and conditions of the RIBA CPD Providers Network. The Customer must also ensure that its contract relating to the RIBA CPD Providers Network has not expired without renewal and is enforceable at all material times, including on the day of the RIBA CPD Roadshow.
2.6 Orders will not be accepted from any person or firm that: (a) is not a valid subscriber to the RIBA CPD Providers Network at the time of the Order; or (b) has not paid any sums due (including any subscription fees or other related invoice) under the terms of the RIBA CPD Providers Network. RIBA reserves the right to refuse admission to RIBA CPD Roadshows, and to refuse to provide Roadshow Events Services, to any person or firm who has not complied with any term or condition relating to their subscription to the RIBA CPD Providers Network.
2.7 Any samples, drawings, descriptive matter or advertising issued by RIBA, and any descriptions or illustrations contained in RIBA’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Roadshow Events Services described in them. They shall not form part of the Contract or have any contractual force.
2.8 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.9 Any quotation given by NBS shall not constitute an offer and is only valid for a period of 3 Business Days from its date of issue.
3. Supply of Roadshow Events Services
3.1 RIBA shall supply the Roadshow Events Services to the Customer in accordance with the Order in all material respects.
3.2 RIBA shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Roadshow Events Services.
3.3 The Organisers reserve the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Roadshow Events Services, and the Organisers shall notify the Customer in any such event.
3.4 RIBA warrants to the Customer that the Roadshow Events Services and any agreed Additional AV Services will be provided using reasonable care and skill.
3.5 RIBA will, where possible, endeavour to allocate a Presentation Slot for the display of Customer Materials taking into account any specific requests set out in the Order. All decisions relating to the allocation of a Presentation Slot shall be made by RIBA at its discretion and shall be final and binding on all Customers. RIBA reserves the right to alter or remove any allocation of a Presentation Slot at its discretion and without notice.
3.6 RIBA encourages the Customer to provide their own laptop. If this is not possible, the Customer must request the provision of a laptop from RIBA two weeks in advance of the RIBA CPD Roadshow.
3.7 Provided requests are received in accordance with clause 4.1(m) below and accepted by RIBA, RIBA will provide Additional AV Services at the RIBA CPD Roadshow in order to assist the Customer in its delivery of seminars and presentations during their Presentation Slot in the Presentation Space. The provision and suitability of the Additional AV Services, and the sums to be charged for those Additional AV Services, will be at the discretion of RIBA and RIBA does not guarantee that any request from the Customer in relation to audio-visual equipment will be met. In the event that a request for Additional AV Services is not agreed and/or met by RIBA the Customer shall not be entitled to terminate the Contract or to claim any adjustment to the Charges specified in the Order save insofar as those Charges relate to Additional AV Services.
3.8 RIBA provides no guarantee as to the number of delegates attending the RIBA CPD Roadshow.
3.9 RIBA may require the Customer to remove any Customer Materials from the RIBA CPD Roadshow and/or immediately cease any presentation or seminar which RIBA, in its absolute discretion, considers: (a) poses a risk to health and safety; (b) contravenes these Terms; (d) are likely to cause offence or distress to others; or (e) are otherwise unsuitable for the RIBA CPD Roadshow.
3.10 If the Customer refuses to comply with any request made by RIBA in accordance with clause 3.9, RIBA reserves the right to inform, and engage the services of, the Hosting Service to enforce compliance. In any such case the Customer shall not be entitled to any refund of the whole or any part of the Charges.
4. Customer's Obligations
4.1 The Customer shall:
(a) ensure that the details included in the Order are complete and accurate, including any specific details as to the Customer Materials;
(b) co-operate with the Organisers in all matters relating to the Roadshow Events Services;
(c) provide the Organisers with such information and materials as the Organisers may reasonably require in order to supply the Roadshow Events Services, and ensure that such information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Roadshow Events Services, including the Customer’s use of Customer Materials, before the date of the RIBA CPD Roadshow;
(e) comply with all applicable laws, including health and safety laws;
(f) not block aisles or fire doors and comply with any health and safety directions provided by RIBA and/or the Hosting Service;
(g) comply with any additional obligations as set out in the Order;
(h) ensure the Customer Materials and any seminar or presentation are safe and appropriate for delivery at the RIBA CPD Roadshow;
(i) ensure that no later than 16 weeks before the date of the RIBA CPD Roadshow that any seminar or presentation due to be delivered in the Presentation Space at the RIBA CPD Roadshow has successfully completed the RIBA CPD Providers Network approval process (in accordance with the terms and conditions of the RIBA CPD Providers Network) and is available and viable for delivery;
(j) time being of the essence, provide a copy of all seminars or presentations due to be delivered by the Customer at the RIBA CPD Roadshow to RIBA in a deliverable format no later than 5 Business Days before the RIBA CPD Roadshow at which the seminar or presentation is to be delivered;
(k) no later than 10 Business Days before the RIBA CPD Roadshow, provide RIBA with the name and contact details for the presenter of any seminar or presentation delivered for or on behalf of the Customer at the RIBA CPD Roadshow;
(l) ensure that the Customer’s representatives, presenters and speakers at the RIBA CPD Roadshow have their own copies of any seminar or presentation to be delivered. RIBA will not provide copies, nor does it accept any responsibility for the running of seminars or presentations. The Customer must ensure their own seminar or presentation is provided with all due care and skill, in a professional and appropriate manner;
(m) ensure that any requests for Additional AV Services in the Presentation Space are received by RIBA in writing no later than 10 Business Days prior to the RIBA CPD Roadshow; any additional costs will be advised by the RIBA in advance and will be liable for payment by the Customer.
4.2 If the Organisers’ performance of any of their obligations under the Contract are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
(a) without limiting or affecting any other right or remedy available to it, the Organisers shall have the right to suspend performance of the Roadshow Events Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve them from the performance of any of their obligations in each case to the extent the Customer Default prevents or delays the Organisers’ performance of any of their obligations;
(b) the Organisers shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Organisers’ failure or delay to perform any of their obligations as set out in this clause
4.2; and (c) the Customer shall reimburse NBS on written demand for any costs or losses sustained or incurred by the Organisers arising directly or indirectly from the Customer Default.
4.3 The Customer acknowledges that the Customer and/or its representatives’ participation in RIBA CPD Roadshows may be governed by additional terms and conditions and policies (“Additional Terms”), including but not limited to:
(a) the terms of any third-party video-conferencing provider reasonably used by RIBA to enable the Roadshow Events Services; and
(b) relevant requirements, policies and procedures as communicated to Customer by RIBA or NBS, as appropriate; and the Customer will accept and/or procure its representatives’ acceptance of such Additional Terms.
5. Charges and Payment
5.1 The Charges shall include charges for Roadshow Events Services, calculated on the basis of the Presentation Slots requested by the Customer in the Order, and charges for any Additional AV Services requested.
5.2 NBS shall invoice the Customer for the Charges upon receipt of a valid Order. Invoices are payable in full within 30 days of issue. The Organisers shall be under no obligation to perform any of their obligations under the Contract unless and until the Charges are paid in full and may suspend Roadshow Events Services where any sum is outstanding pursuant to this Contract.
5.3 The Customer shall pay each invoice submitted by NBS: (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by NBS, and time for payment shall be of the essence.
5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Organisers to the Customer, the Customer shall, on receipt of a valid VAT invoice from NBS, pay to NBS such additional amounts in respect of VAT as are chargeable on the supply of the Roadshow Events Services and any Additional AV Services at the same time as payment is due for the supply of the Roadshow Events Services and any Additional AV Services.
5.5 If the Customer fails to make a payment due to NBS under the Contract by the due date, then, without limiting the Organisers’ remedies under clause 8, the Customer shall 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 5.5 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%.
5.6 All amounts due from the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.7 In the event of cancellation or non-attendance at the RIBA CPD Roadshow by the Customer the Customer shall not be entitled to any refund of all or any part of the Charges. In any such event the Customer will be required to pay all Charges, in full with no discount irrespective of whether a discounted rate was agreed in the Order.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Roadshow Events Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Organisers and their licensors.
6.2 The Customer and/ or its licensors grant the Organisers a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Organisers for the term of the Contract for the purpose of providing the Roadshow Events Services and any Additional AV Services to the Customer.
7. Limitation of Liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 Nothing in the Contract shall limit or exclude the Organisers’ liability for:
(a) death or personal injury caused by their negligence, or the negligence of their respective employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, the Organisers shall not be liable to the Customer, 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;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) any indirect or consequential loss; and
(h) any loss, theft or damage of property belonging to or under the control of the Customer.
7.3 Subject to clause 7.1, RIBA’s and NBS’ total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract for the specific RIBA CPD Roadshow.
7.4 NBS reserves the right to charge the Customer for any loss, damage or injury caused to the Hosting Service or other attendees as a result of the act or omission of the Customer, its employees, its agents or any associate of the Customer.
7.5 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 This clause 7 shall survive termination of the Contract.
8. Termination
8.1 The Organisers reserve the right to cancel the whole or any part of the RIBA CPD Roadshow without notice. In such circumstances the Customer will be entitled to a refund of the Charges. The Organisers shall not be liable for any other losses or expenses incurred by the Customer as a result of the cancellation.
8.2 Without affecting any other right or remedy available to it, the Contract will terminate after the RIBA CPD Roadshow Date and clause 9.3 shall apply.
8.3 Without affecting any other right or remedy available to it, the Organisers may terminate the Contract with immediate effect by giving written notice to Customer and Customer may terminate the Contract with immediate effect by giving written notice to NBS if:
(a) the other party or parties commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of that party being notified in writing to do so. For the avoidance of doubt, Customer’s failure to comply with clause 4.1(j) will constitute a material breach;
(b) the other party or parties take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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 its assets or ceasing to carry on business;
(c) the other party or parties suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party's or parties’ financial position deteriorates to such an extent that in the terminating party's opinion the other party's or parties’ capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.4 Without affecting any other right or remedy available to it, the Organisers may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to:
(a) comply with any specified time period or deadline set out in clause 4.1 above without the Organisers’ prior agreement to an amended deadline; or
(b) maintain its active and fully paid up subscription to the RIBA CPD Providers Network; or
(c) pay any amount due under the Contract on the due date for payment.
8.5 Without affecting any other right or remedy available to them, the Organisers may suspend the supply of Roadshow Events Services under the Contract or any other contract between the Customer and NBS or RIBA if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 8.3(b) to clause 8.3(d), or the Organisers reasonably believe that the Customer is about to become subject to any of them.
9. Consequences of Termination
9.1 On termination of the Contract the Customer shall immediately pay to NBS all of NBS’ outstanding unpaid invoices and interest and, in respect of any Roadshow Events Services supplied but for which no invoice has been submitted, NBS shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10. General
10.1 Force majeure. None of the parties shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of their obligations under the Contract if such delay or failure results from events, circumstances or causes beyond their reasonable control (a "Force Majeure Event”). Should a Force Majeure Event prevent an Exhibition from being held, the Organisers reserve the right to require such Exhibition to be delivered as a Webinar. Any change from an Exhibition to a Webinar shall be notified to Customer as soon as reasonably practicable after the Organisers have decided to make said change.
10.2 Assignment and other dealings.
(a) The Organisers may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of NBS.
10.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, or clients of the other parties, except as permitted by clauses 10.3(b) and 10.3(c).
(b) Each party may disclose the other parties’ confidential information: (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) None of the parties shall use the other parties’ confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire Agreement. (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, save for the separate terms and conditions applicable to subscribers to the RIBA CPD Providers Network. (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. (c) Nothing in this clause shall limit or exclude any liability for fraud.
10.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
10.7 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to legal@thenbs.com for the Organisers, and the address specified in the Order for the Customer.
(b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
10.8 Third Party Rights. (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.9 Governing Law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Last updated January 2023
