Africa Investment Forum - General Terms and Conditions for Participation

Interpretation
1. These General Terms and Conditions for Participation (the “GTC”), apply to any person registered for or participating in any AIF Engagement.
2. For the purpose of the GTC, the following words and expressions shall have the following meaning:
  - “Agreement” means the Online Registration Form and the GTC; or
  - “AIF Engagement” means any meeting, event or activity of any nature whatsoever taking place under the auspices of the Africa Investment Forum, including but not limited to market days, physical and virtual board room sessions as well discussions between Participants, Sponsors and the Bank;
  - “GTC” means these General Terms and Conditions;
  - “Online Registration Form” means the online registration form on the Registration Platform, completed by Participants to register and participate in any AIF Engagement;
  - “Participant” means any person registered for or participating in any AIF Engagement;
  - "Project(s)" means such project(s) or transaction(s) designated as being considered for financing by the Africa Investment Forum;
  - “Registration Platform” means the online registration platform set up to register Participants.
Cost of attendance
1. If a fee is payable for an AIF Engagement, such fee and the payment modalities will be communicated in advance of that AIF Engagement by AIF Staff, the event manager or on the AIF website.
2. The Participants' travel and accommodation costs as well as any other expenses incurred by the Participants during their participation at any AIF Engagement shall be borne by the Participant.
Acknowledgement entitlement
1. The Participant’s name, title and affiliated business/organization will appear on [a] the Africa Investment Forum webpage, [b] the Africa Investment Forum Application and [c] may be acknowledged on other Africa Investment Forum related publications. Accordingly, the Participant may provide or use its logo and other marks in the Online Registration Form. The Bank cannot be held responsible for the use of such logo and other marks in publications or webpages.
Non-transferable
1. The rights granted under the Agreement are non-transferable and can be used solely by the Participant during any AIF Engagement
Changes or cancellation of any AIF Engagement
1. The Bank reserves the right to cancel or change the location, venue, dates and schedule of any AIF Engagement and will not have any liability to the Participant where it exercises such right and will not be considered to be in breach of the Agreement.
2. Where the Bank cancels any AIF Engagement, the Agreement is considered to be terminated as of the date of notification of the cancellation of any AIF Engagement.
3. Where the Bank changes the location, venue, dates or schedule of any AIF Engagement, the Participant may terminate the Agreement within thirty (30) days from the notification of the change.
Registration Process
1. The Registration process is handled online by the Bank through its Event Manager or staff of the Africa Investment Forum.
2. The Participant shall register before any AIF Engagement
Restrictions on Admission
1. The Participant hereby acknowledges and agrees that the Bank reserves the right to restrict both the number and seniority level of Participants to any AIF Engagement.
Respect for applicable rules and guidelines
1. The Participant shall comply with, and shall cause, any of its employees, officers, directors, and agents involved with or in any AIF Engagement (and officially registered) to comply, with any rules and guidelines for participation (e.g. Access control, security, evacuation etc.) which will be provided by the Bank.
Confidentiality and data protection
1. The Participant acknowledges:
  1. the confidential nature of teasers and other information relating to Projects which may be circulated in the build up and/or in the course of any AIF Engagement.;
  2. that, for the purpose of disclosure of additional confidential information in relation to specific Projects, the relevant Sponsors, having regard to their own funding strategy, will select the institutions with whom further discussions may be held subject to prior execution of adequate confidentiality arrangements;
  3. that, pursuant to the Agreement, it may gain access to confidential information of, or relating to, the Bank, other Participants and/or Projects, which are not in the public domain or which are not generally accessible and which it has received from the Bank, from other Participants, or otherwise obtained or accessed in connection with the Agreement (hereinafter referred to as the "Confidential Information").
2. The Participant hereby undertakes :
  1. to treat Confidential Information with at least the same degree of care which would apply to the Participant’s treatment of its own confidential information, and in any event not disclose to any person other than persons permitted herein;
  2. ensure and procure that disclosure of the Confidential Information is made only (a) to its Related Persons and to its Third Party Representatives, and in all such cases only to the extent necessary for the purposes of the AIF Engagement; and/or (b) subject to the prior written consent of the Bank, to third parties to the extent necessary to solicit their participation or involvement in activities directly and materially linked to AIF Engagements. For the purposes of this section, “Related Persons” means the members of the governing bodies, directors, officers, and employees (whether employed on a permanent or temporary basis) of the Participant or business/organization represented by the Participant and “Third Party Representative(s)” means third party (parties) who act(s) as representative(s), agent(s), counsel, consultant(s) or adviser(s) of the Participant;
  3. Not to, without the Bank's prior written consent, publish or disclose to any third party, any Confidential Information, and, in the event consent of the Bank is obtained, to cause the receiving third party to comply with substantially the same confidentiality obligations as those set forth in this section; and
  4. Not to use or reproduce in any manner or form whatsoever any Confidential Information for any purpose outside the scope of the Agreement.
3. Confidential Information shall not include information:
  1. which was known to the receiving third party prior to disclosure pursuant to the terms hereof;
  2. which is or becomes public knowledge through no breach of the obligations as to confidentiality herein and which has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;
  3. which after the date of this Agreement is lawfully obtained by the Participant other than from a source which the Participant is aware is connected with the Bank or other Participants and which has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;
  4. developed by the Participant, who developed such information without access or reference to the Confidential Information, or which is required or requested to be disclosed by action of any court, tribunal, public authority, regulator, supervisor or similar body or by any requirement of law, legal process, regulation, or governmental order, decree or rule (including internal regulations or rules), provided that the Recipient shall, except where the disclosure is made to any of the persons referred to above in the ordinary course of their supervisory or regulatory function, give to the Bank not less than five calendar days’ notice of such disclosure, if possible using reasonable endeavours, and cooperate with the Bank in order to protect the Confidential Information and the interests of the Bank and other Participants.
4. The Participant undertakes to hold harmless and indemnify the AfDB, (the "Indemnified Person") against any and all costs, expenses, losses, liabilities or claims incurred by, or brought against it as an Indemnified Person in connection with any disclosure of Confidential Information to the Participant itself, its Related Persons and Third Party Representatives and/or any breach of the obligations set out in this GTC.
Use of Participant image by the Bank
1. The Participant grants permission to the Bank to take photographs or videos and to make recordings of any Participants at any AIF Engagement, where:
  1. it is marked or indicated that any such engagement will be filmed or recorded or that photographs will be taken; or
  2. the AIF Engagement is open to the media.
2. The rights hereby granted to the Bank by the Participant include the perpetual, worldwide, fully paid-up, royalty-free, transferable, sub-licensable, exclusive and unencumbered right to reproduce, use, exhibit, display, broadcast, distribute and/or create derivative works of these images, photographs, videos and recordings in any media now known or later developed (included but not limited to social media platforms) strictly for the purposes of promoting the Africa Investment Forum. In addition, the rights granted to the Bank include the right to use the appearance of the Participant or any portion thereof, and their name, voice, likeness and biographical material strictly for the purposes of promoting the Africa Investment Forum.
3. The Participant acknowledges that the Bank shall own all rights to, and interests in, the photographs, videos, images and recordings. For the avoidance of doubt, the Participant or Participants may not reproduce, use, exhibit, display, broadcast, distribute or create derivative works of, such photographs, videos, images and recordings, without the prior written consent of the Bank, which consent shall not be reasonably withheld. The Participant hereby waives any right to inspect or approve the use of the photographs, videos, images or recordings or of any written copy.
4. The Participant hereby agrees to release, defend, indemnify and hold harmless the Bank and the Event Manager from and against any claim, suit, loss, liability, damage, cost, fee or expense arising from or related to the use of the photographs, videos, images or recordings, including but not limited to claims of defamation, invasion of privacy, or rights of publicity or copyright infringement, or any misuse, distortion, blurring, alteration, optical illusion or use in composite form that may occur or be produced in taking, processing, reduction or production of the finished product, its publication or distribution.
Use by Participant of Bank’s intellectual property and names
1. The use of the Bank’s' intellectual property (including, but not limited to, trademarks and logos) and names by the Participant on any type of document or in its promotional, marketing, advertising and/or public relations activities, whether printed or in electronic format, is not permitted, unless expressly agreed in writing by the Bank.
Use by Participant of marks at AIF Engagements.
1. The Participant shall not make use of any trademarks, logos, banners or other types of advertisement of the Participant's, or of the business/organization represented by the Participant’s, at any AIF Engagement, other than as set forth in the Agreement or otherwise authorized by the Bank.
Termination
1. The Agreement may be terminated by either Party by providing a written notice to the other Party at least ten (10) days prior to the termination date.
2. Either Party may, without prejudice to any other rights or remedies, terminate the Agreement with immediate effect by providing a written notice to the other Party if the other Party has materially breached any of its obligations under the Agreement.
3. Notwithstanding paragraph 13.1 above, the Bank shall have the right, at its sole discretion, to terminate the Agreement for default, without having to give the Participant an opportunity to remedy, if:
  1. there is a change in the Participant's business, activities or status which has the effect that the Participant no longer fulfils the Bank's criteria for being a Participant; or
  2. the Bank has reason to believe in its absolute discretion that its image, reputation, mission, independence is or could be threatened or tarnished by reason of any action of, or circumstance relating to, the Participant.
General provisions
1. The Participant understands and agrees that the Bank only plays a facilitatory role under the auspices of AIF and shall not be liable in respect of any possible damages, of any nature whatsoever (including, but not limited to, any loss, direct, indirect, incidental or consequential damages, loss of profits or revenues) possibly arising out of or however connected with (i) any AIF Engagements, (ii) any and all due diligence operations carried out in respect of any project and the legal entities connected therewith (including but not limited to the Sponsor, the Project Borrower, any other key party of that project and/or their respective Affiliates) that the Participant may discuss at any AIF Engagement, (iii) any information provided, or any information requested and not provided, or due diligence carried out by counsel/ advisers/ consultants involved in due diligence operations relating to any project discussed at an AIF Engagement. The Participant acknowledges and accepts that the Bank has agreed to permit the Participant to participate in an AIF Engagement where Confidential Information may be discussed, only in contemplation of its acceptance of the exclusion of liability hereunder.
2. Liability. The Bank shall not be liable for any damage to or loss of the Participant's breach of Agreement, except in the case of gross negligence or unlawful intent.
3. Force Majeure:
  1. Any delay or failure in the performance by either Party of its obligations hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. For the purposes of the Agreement, "Force Majeure" means any event or condition which (a) wholly or partially delays or prevents a Party from performing any of its obligations under this Agreement, (b) is unforeseeable and unavoidable, (c) is beyond the reasonable control of such Party, and (d) occurs without the fault or negligence of such Party.
  2. The Party affected by such Force Majeure shall give prompt written notice to the other Party of the nature and probable duration of such Force Majeure, and of the extent of its effects on such Party's performance of its obligations hereunder.
4. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior proposals, agreements understandings, representations and communications, whether oral or written.
5. Privileges and Immunities. Each of the Parties acknowledges that neither this Agreement nor any provision hereof (including without limitation paragraph 11 below) may be construed as a waiver, renunciation or other modification of any rights, privileges, exemptions and immunities to which any of the Parties may be entitled by virtue of any international treaty or applicable law.
6. Survival. Notwithstanding any termination of the Agreement for any reason whatsoever, the provisions of Sections 9, 10, 11 and 14 of the GTC shall continue in full force and effect following such termination.
Applicable Law and Dispute Resolution
1. The interpretation, implementation, enforcement and termination of this Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English Law, excluding its conflict of law provisions, which, for all purposes hereof, shall be the governing law of this Agreement.
2. Any dispute or difference arising out of or in connection with this Agreement which cannot be settled amicably between the Parties concerned by such dispute or difference shall be referred to and finally resolved by a sole arbitrator, in accordance with the UNCITRAL Arbitration Rules as are presently in force, to be jointly appointed by such Parties or, in case of disagreement between such Parties, by the London Court of International Arbitration, which shall act as the appointing authority. The seat and place of arbitration shall be London, England and the language of the arbitration shall be English. The resulting award shall be final and binding on such Parties and shall be in lieu of any other remedy.

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