1. Definitions & Interpretation
1.1 In this Agreement, the following words shall have the following meanings:
‘Aurora50’ means the social enterprise as registered by the Department of Economic Development in Abu Dhabi.
‘Gateway’ means the full six-week programme and its benefits.
‘Agreement’ means this agreement entered into between the Participant and Aurora50, comprising the Order and these terms and conditions.
‘Confidential Information’ means information provided by one party to the other under this Agreement, which is not in the public domain and which by its nature may reasonably be deemed confidential, or which has been indicated to be confidential by the party disclosing it.
‘Event(s)’ means Aurora50 Event(s) detailed on the website to be attended by the Participant as part of the Gateway programme.
‘Force Majeure Event’ mans any event affecting the performance of any provision of this Agreement that is beyond the reasonable control of the performing party including, without limitation: flood, fire, explosion, earthquake, extreme weather conditions, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of utility supplies (including but not limited to electric power, electronic communications, gas or water), military operations, crowd disorder, severe transport disruption, strike, lock-outs or other industrial action, terrorist action, civil commotion, non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on clause 8), collapse of building structures and failure of plant machinery, machinery, computers, internet or vehicles.
‘Intellectual Property Rights’ means Aurora50 trade mark, all patents, design rights, copyright, know- how, internet domain names, moral rights, trade secrets and all other forms of intellectual property, whether or not registered and wherever in the world enforceable.
‘Order’ means the order form attached to these terms and conditions.
‘Fee’ means the amount set out in the Order.
‘Term’ has the meaning set out in the Order.
1.2 All orders for the Gateway programme are accepted subject to the terms of this Agreement, which shall apply to the exclusion of all other terms and conditions.
- Aurora50 Event(s)
- The provisions of this Clause 2 shall apply if the Fee includes attendance of Event(s).
- Aurora50 reserves the right to determine the programme, content and format of the Event(s) and to make any alterations thereto. If alterations prove necessary, Aurora50 will make reasonable efforts to ensure that such changes do not significantly impact upon the Participants’s rights under this Agreement and shall inform the Participant of any significant changes in advance.
Fees for the Programme are correct at the time of publication. Aurora50 reserves the right to change the Fees at any time but changes will not affect registrations which have already been confirmed by Aurora50. The Fees (where required) are payable at the same time as You submit your booking form by credit card.
- The Fees include one place on the Programme. The Fees includes access to the relevant software and Programme materials.
- Under VAT Excise regulations delegates from all countries are required to pay VAT @ 5% on all Programmes.
- Changes, Cancellations and Postponements
- Whilst our Programme is correct at the time of going to press, in certain circumstances it may be necessary for Aurora50 to alter the content, format, delivery medium or timing of a Programme. All participants will be notified of such changes prior to the Programme taking place.
- If You cannot attend the Programme for which You have registered, please contact Aurora50 as soon as possible (and in any event no later than 24 hours before the Programme is due to take place). No refunds will be given, however the Aurora50 may at our absolute discretion allow you to send a substitute in place (provided that Aurora50 has received the details of such substitute prior to 24 hours before the Programme is scheduled to take place). Alternatively, Aurora50 may allow You to attend the next available Programme (please note Aurora50 will only allow one deferral of the Programme date after which all fees will be forfeited).
- Aurora50 may in exceptional circumstances need to postpone or cancel a Programme, and we will notify You as soon as reasonably practicable of any such postponement or cancellation. If the Programme is cancelled, or if the Programme is postponed and You cannot attend the rearranged date, we will refund any Fees You have paid in advance within 8 weeks. You agree that Aurora50’s liability to You will be limited to the amount of the Fees You have paid and Aurora50 will not be liable to You for any expenditure, damage or loss incurred by You as a result of the cancellation or postponement.
- Aurora50 reserves the right to cancel your booking and retain any Fees received in respect of your proposed Programme booking if You (or any of the shareholders or directors of the legal entity which You represent) become(s) subject to any Sanction, or continuation of these terms would (in the reasonable opinion of Aurora50) expose Aurora50 or any of its affiliated companies to any Sanction, where “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the UAE.
- Limitation of Liability
- Nothing in this Agreement shall limit or exclude either party’s liability in respect of anything that cannot be limited by law, or under any indemnity in this Agreement.
- Neither party shall be liable to the other for: any indirect or consequential loss, loss of goodwill, loss of profits, loss of publicity, loss of business opportunity or any other economic loss.
- Subject to Clauses 5.1 and 5.2 the aggregate liability of either party for any liability arising under or in connection with this Agreement howsoever arising (including by way of negligence) shall be limited to the Fee.
- The indemnities in this Agreement are each conditional on the party seeking indemnification: (a) promptly informing the other of the event giving rise to the claim or potential claim, (b) taking all reasonable steps to mitigate its losses; (c) giving control of the claim or potential claim, including all rights of settlement and negotiation to the other party; and (d) providing reasonable co-operation to the other in connection therewith.
- Force Majeure
- Neither party shall be liable for any breach of this Agreement (other than an obligation to make payment) directly or indirectly caused by a Force Majeure Event. A party affected by a Force Majeure Event shall make reasonable efforts to mitigate the effects of the Force Majeure Event on its performance of this Agreement and shall resume performance as soon as reasonably possible.
- If a Force Majeure Event affecting Aurora50 prevents all or a material part of any Event(s) from being held or any Editorial Material from being published, Aurora50 shall use reasonable endeavours, in consultation with the participant, to reschedule the Event(s) or publication. Failing which, Aurora50 may apply the Fee to cover its reasonable out-of-pocket expenses up to the date of termination and Aurora50 shall, acting reasonably, agree to refund an equitable part of the surplus.
- Intellectual Property
- Neither party shall reproduce, disseminate, refer to or use the Intellectual Property Rights of the other, in any way other than strictly in accordance with this Agreement, or as agreed in writing by the parties from time to time.
- Each party shall indemnify the other against all claims, demands, costs, liability, damages or losses (including all legal and other professional costs and expenses) incurred by it as a result of any claim that in receiving or using any Intellectual Property Rights of the other in accordance with this Agreement, the indemnified party has infringed or will infringe the Intellectual Property Rights of any third party.
- Confidential Information
- Each party may use the Confidential Information of the other for the sole purpose of the performance of this Agreement. Neither party may disclose the terms of this Agreement, nor any other Confidential Information to any third party, other than to: (i) such of its employees, agents or sub-contractors as need to know the relevant information to carry out this Agreement; (ii) its professional advisors; or (iii) as may be required by law or requested by any governmental or regulatory authority. This Clause 10 shall survive termination of this Agreement.
- Data Protection
- Each party shall comply with the provisions of the Data Protection Act 1998 and any associated legislation and shall not do anything which may cause the other party to infringe the Data Protection Act 1998 or any associated legislation.