3.1. If Client purchases any Advertising as part of the Package, the terms of this Condition 3 shall apply.

3.2. Informa shall providethe Advertising and shall use commercially reasonable efforts to adhere to any delivery schedule set out in the Booking Form.

3.3. The proofs of Advertising will be provided to Client, in accordance with the Package contracted by the Client.

3.4. Informa reserves the right, at its sole discretion, to place the word “advertisement” and/or a similar word or phrase alongside the Advertising to distinguish it from any editorial product.3.5. The positioning of any Advertising is assigned according to the package purchased by the Client.

3.6. Client warrants, represents and undertakes that any Materials provided in connection with the Advertising: (i) shall comply with any and all codes of practice related to advertising, (ii) to the extent that they contain any investment or financial promotion, are duly approved/authorised as required under relevant legislation, (iii) to the extent that they contain information relating to Client’s products and/or services, such information is limited to generic information only and is not advisory, and (iv) unless otherwise agreed with Informa in writing, shall not promote the products and/or services of any of Client’s affiliates and/or any third party.

3.7. If the Booking Form refers to any requirements concerning separation or adjacency of any Advertising from or to any information and/or materials relating to Client’s competitors (Adjacency Requirements), such language shall be deemed only to require Informa to make commercially reasonable efforts to achieve the applicable Adjacency Requirements.  Notwithstanding the foregoing, Informa shall not be liable for any failure to comply with any Adjacency Requirement with respect to: (i) any Advertising placed on and/or in any publication, website, platform, media and/or other property other than a Publication that is under Informa’s sole control, (ii) any Advertising placed on and/or in any Publication that Client and/or any of its Personnel is aware, or should reasonably be aware, may contain content in potential violation of such Adjacency Requirement, or (iii) any user-generated content.  For the avoidance of doubt, nothing in this Contract shall generally prevent Informa from providing Advertising and/or similar products and/or services to any other person at any time, including, without limitation, Client’s competitors.

3.8. Where all or any part of the Advertising comprises online/digital Advertising: (i) Informa offers no guarantee against any Publication on the internet being interrupted and/or temporarily unavailable, (ii) Informa cannot control the generation of clicks on any Advertising. Although Informa uses certain methods to reasonably detect and filter certain click activity (clicks), it shall not be liable for click fraud, technological issues and/or other potentially invalid and/or non-human click activity that may affect click-based deliverables, and (iii) for impression-based deliverables (a) any timeframes set out in the Booking Form are estimated timeframes, dependent on the level of traffic to any relevant Publication, and (b) any determination and/or calculation of impressions shall be based on Informa ad server reports, regardless of whether or not Client also utilises an alternative third-party ad server.  Client may not use any third-party ad server on any Informa websites, platforms, media or other property.

3.9. Where all or any part of the Advertising comprises Client’s sponsorship of, provision of content for and/or delivery of a digital event (for example, a webinar), Client acknowledges and agrees that, unless otherwise set out in the Booking Form: (i) Informa shall have sole discretion over all aspects of the format of the digital event and what the final content of the digital event shall be (including, without limitation, the inclusion or otherwise of any speakers and/or additional sponsors and/or additional content providers), and (ii) without limitation to Client’s underlying rights in the Materials, all rights, title and interests in and to the digital event shall belong to Informa.

4.1. If Client purchases a Directory entry as part of the Package, the terms of this Condition 4 shall apply.

4.2. The length of time that Client is entitled to have a Directory entry live for, and the extent of its coverage within and benefits related to such Directory, shall be specified in the Booking Form.

4.3. Client acknowledges and agrees that all usernames and passwords used to access any Directory are confidential and personal to Client and its Personnel, as applicable.  Client shall not, and shall procure that its Personnel shall not, permit others to use such usernames and/or passwords. Client shall be liable for the acts and omissions of any person using such usernames and/or passwords, whether or not such use wasmauthorised by Client and/or its Personnel. Client shall notify Informa immediately of any unauthorised use of any usernames and/or passwords or any other breach of security regarding any Directory that comes to its attention.

4.4. All Directory Content must comply with these General Terms and Conditions.  Informa reserves the right to remove any Directory Content that it deems offensive, inappropriate, libellous or non-compliant with these General Terms and Conditions.  Client shall ensure that the Directory Content shall not infringe the Intellectual Property Rights of any third party. Client warrants and undertakes that is solely responsible for any costs, damages, expenses or any other liabilities arising from the Directory Content.  Without prejudice to the foregoing, Client shall be solely responsible for checking the accuracy and compliance with law of any Directory Content. Informa will not be liable for any inaccuracy or non-compliance with applicable legislation related to the Directory Content.

4.5. Client warrants, represents and undertakes that the Directory Content is: (i) accurate and complete, (ii) Client’s own original work (of which Client is the copyright owner) or that Client has gained copyright and any other applicable clearance, consent, approval, licence or permission from any relevant third party (including, without limitation, the copyright owner and any regulatory authorities), in each case such that Client has the right to make the Directory Content available to Informa in connection with the Package without restriction and that it does not breach or infringe anyone else’s rights (including, without limitation, the Intellectual Property Rights of any third party), (iii) not in any way defamatory, libellous, obscene, menacing, threatening, offensive, abusive or fraudulent, (iv) not in any way illegal and that it does not contravene any law or incite or encourage the contravention of any law, (v) not and will not be the subject of any claims, demands, liens, encumbrances or rights of any kind that could or will impair or interfere with Informa’s use of the Directory Content in connection with the provision of the Package, and (vi) if provided in digital form, free from any viruses and any other malware or corrupting elements of any kind and that it shall not cause any adverse effect on the operation of any Informa system, publication, website, platform, media or other property and/or on any users of any of the foregoing.

4.6. If and to the extent that the Directory Content contains information relating to Client’s products and/or services (images and details of which may be uploaded to a Directory), Client further represents, warrants and undertakes that such information is limited to generic information only and is not advisory.  Client shall ensure that the Directory Content relates exclusively to Client’s own commercial activities. 

4.7. Informa cannot guarantee that any Directory shall operate continuously, securely or without interruption. Informa does not accept any liability for its temporary unavailability or for any viruses or other harmful components.  Informa reserves the right at any time to: (i) vary the technical specification of any Directory, and/or (ii) temporarily suspend and/or disable Client’s access to any Directory for the purposes of maintenance, upgrade or addressing any security concerns.

5.1. If Client purchases Marketing Services as part of the Package, the terms of this Condition 5 shall apply.

5.2. Informa shall provide the Marketing Services and shall use commercially reasonable efforts to adhere to any delivery schedule set out in the Booking Form.

6.1. Client’s rights in relation to the Package are strictly limited to those set out in this Contract.  Client is not permitted to promote or advertise its association with Informa, except as expressly stated herein or with the prior written consent of Informa.  Nothing in this Contract shall be construed as granting to Client any right, permission or licence to use or exploit the Intellectual Property Rights of Informa and/or any member of the Informa Group.

8.1. Client acknowledges and agrees that Informa and each member of the Informa Group shall have an irrevocable right to collect, maintain and to use commercially or otherwise any and all analytics data captured in connection with any part of the Package (including, without limitation, user or online behaviours and usage data relating to any Directory, any Publications and/or any lead generation/match-making initiatives) to create, develop, sell or otherwise make available products, services or works in any media or form,  always in compliance with data privacy and protection rules, including Law No. 13.709/2018 (General Data Protection Act or LGPD).

8.2. Nothing in this Contract shall create a partnership, joint venture or agency relationship between the parties.

8.3. If and to the extent that there is any conflict between these General Terms and Conditions, the Advertising and Digital Contract and the Booking Form, the terms of the Booking Form shall prevail.

8.4. Each party acknowledges and agrees that the Contract constitutes the entire agreement between the parties in relation to the Package and that it supersedes any and all prior oral or written understandings, communications or agreements with respect to the subject matter hereof.

8.5. Client may not assign or sub-contract any of its rights or obligations under this Contract without the prior written consent of Informa. Informa shall be entitled to assign any and all of its rights under this Contract to any member of the Informa Group and the consent of Client shall not be required.  Informa shall be entitled, without the consent of Client, to sub-contract any and all of its obligations under this Contract to any member of the Informa Group or any third-party contractor assisting Informa with the facilitation of the Package.

8.6. No failure by either party in exercising any right or remedy shall operate as a waiver of the same.  No waiver by either party of any breach by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision of this Contract.  The rights and remedies under this Contract are cumulative and are not exclusive of any rights or remedies provided by law.

8.7. If any provision of this Contract is or becomes invalid, illegal or unenforceable, that provision 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 shall be deemed deleted.  Any modification to or deletion of a provision under this Condition 8.7 shall not affect the validity and enforceability of the rest of this Contract.

8.8. This Contract does not give rise to any rights for a third party to enforce any term of this Contract, unless expressly provided for in any other way.  The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any other person.

8.9. Informa reserves the right to set off any indebtedness of Client to Informa against any indebtedness of Informa to Client, regardless of whether any such indebtedness arises pursuant to this Contract or otherwise.

8.10. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, which includes, without limitation, e-mail.