Terms & Conditions

CONFERENCE TERMS AND CONDITIONS

(Delegates and Sponsors)

INTRODUCTION

1.1 The conference or any other event, webinar or public communication (the “Conference”) marketed under the “OxFirst Club” name on the website https://oxfirst.club (the “Site”) is organised, managed and invoiced by OxPrime Limited, a company registered in England and Wales with company number 14326070, whose registered office is at Belsyre Court, 1st Floor, 57 Woodstock Road, Oxford, England, OX2 6HJ (“OxFirst Club”, “we”, “us”, “our”).

1.2 “OxFirst Club” refers to the name and branding under which the Conference is promoted on the Site. OxFirst Club is a brand used in connection with the Conference and is not a separate contracting party to this agreement.

1.3 References to “you” and “your” mean:

• the delegate named on a booking and any person attending the Conference in place of such delegate (a “Delegate”); and/or
• where applicable, any organisation entering into a sponsorship arrangement with us in relation to the Conference (a “Sponsor”),

in each case as the context requires.

1.4 These terms and conditions (the “Terms and Conditions”) apply to attendance at, and (where applicable) sponsorship of, the Conference, to the exclusion of any terms imposed by you. These Terms and Conditions, together with any online booking form, sponsorship order form or other order, constitute the agreement between you and us in relation to your attendance at and/or sponsorship of the Conference (the “Agreement”).

1.5 Statutory rights. Nothing in these Terms and Conditions limits or excludes any rights you may have under applicable law that cannot be limited or excluded (including, where applicable, consumer statutory rights).

ATTENDANCE (DELEGATES)

2.1 Attendance at the Conference as a Delegate is subject to availability.

2.2 Confirmation or rejection of your booking will be communicated by email (or by such other method as we may specify).

2.3 Delegate permissions to attend or passes issued for use at the Conference are valid only for the named attendee. This can only be changed subject to clause 3.6.

2.4 You may be asked for photographic identification during the Conference. If you are unable to provide identification which matches your delegate pass, you may be refused entry to, or asked to leave, the Conference.

3. CHANGES TO THE CONFERENCE, POSTPONEMENT AND CANCELLATION

3.1 Changes to the Conference

OxFirst Club reserves the right to make such changes to the Conference as it reasonably considers necessary or appropriate, including changes to the programme, agenda, speakers, session timings, date, venue, location and format of the Conference, including changing the Conference to an online or hybrid format.

The substitution, withdrawal or unavailability of any speaker, changes to the programme or agenda, a change of venue or location, or a change in the format of the Conference shall not constitute cancellation of the Conference or breach of contract and shall not give rise to any right to a refund, compensation or reimbursement of costs.

OxFirst Club will use reasonable endeavours to notify Delegates and Sponsors of material changes.

3.2 Postponement or Rescheduling

OxFirst Club may postpone or reschedule the Conference where it reasonably considers this necessary or appropriate.

If the Conference is postponed or rescheduled, all Delegate registrations and Sponsorship arrangements shall automatically transfer to the rescheduled Conference.

A Delegate who is unable to attend on the rescheduled date may nominate a substitute Delegate or request a credit equal to the registration fee paid. The credit may be applied against any other OxFirst Club conference or event taking place within thirty-six (36) months and may be transferred to another person within the same organisation.

A Sponsor may transfer its Sponsorship to the rescheduled Conference or apply any unused Sponsorship value as a credit against another OxFirst Club conference, event, sponsorship or other commercial arrangement taking place within thirty-six (36) months.

Postponement or rescheduling shall not constitute cancellation or breach of contract and shall not give rise to any entitlement to a cash refund.

3.3 Cancellation

If OxFirst Club determines that the Conference will not proceed, OxFirst Club may, at its option:

(a) reschedule the Conference;

(b) replace the Conference with another substantially comparable OxFirst Club conference or event;

(c) transfer the Delegate registration or Sponsorship to another OxFirst Club conference or event;

(d) provide reasonably equivalent benefits or services; or

(e) issue a credit for the applicable unused value, valid for thirty-six (36) months.

Where OxFirst Club exercises any of the options in this clause, the Delegate or Sponsor shall have no entitlement to a cash refund and the arrangements made by OxFirst Club shall constitute full satisfaction of OxFirst Club’s obligations arising from the cancellation.

3.4 Circumstances Beyond OxFirst Club’s Reasonable Control

OxFirst Club shall not be liable for any failure, delay, postponement, relocation, change of format or cancellation caused by circumstances beyond its reasonable control, including without limitation war, terrorism, civil disturbance, epidemic or pandemic, governmental or regulatory action, travel restrictions, industrial action, severe weather, fire, flood, failure of transport, utilities or communications, failure or unavailability of a venue, or any other event or circumstance which makes performance impossible, impracticable or materially different from that originally contemplated.

In such circumstances, OxFirst Club may reschedule, relocate, replace, change the format of or cancel the Conference, and may transfer the relevant registration or Sponsorship, provide reasonably equivalent benefits or issue a credit.

The parties agree that this clause is intended to determine their respective rights and obligations in circumstances which might otherwise discharge or frustrate the contract.

No cash refund shall be payable in circumstances falling within this clause.

3.5 Sponsorship Fees

Sponsors acknowledge that Sponsorship comprises a package of services and benefits commencing upon acceptance of the Sponsorship Order and is not consideration solely for physical participation in the Conference.

Sponsorship benefits may include, without limitation, association with the Conference, allocation or reservation of sponsorship rights, use of the Sponsor’s name and branding, website presence, digital and social-media promotion, communications and marketing, programme development, speaking or participation opportunities, networking, introductions, content, planning and other activities undertaken before, during or after the Conference.

Sponsorship Fees shall therefore be treated as earned progressively as Sponsorship services and benefits are provided.

Any Sponsorship services or benefits already provided shall be non-refundable. Any credit available under this clause shall be limited to the unused value of the Sponsorship after taking account of services and benefits already provided and specific non-recoverable costs and commitments reasonably incurred by OxFirst Club.

3.6 Non-Attendance

No refund shall be payable where a Delegate is unable or chooses not to attend the Conference.

A Delegate may nominate a substitute Delegate at no additional charge provided that OxFirst Club receives written notice at least two (2) days before the Conference and all amounts due have been paid in full.

The inability of a Delegate to travel, obtain a visa, secure accommodation, obtain internal or employer approval or attend for personal, professional or other reasons shall not give rise to any right to a refund.

3.7 Travel and Other Costs

OxFirst Club shall not be liable for travel, accommodation, visa, subsistence or other costs or expenses incurred by any Delegate, Sponsor or other participant as a result of any change, postponement, rescheduling, relocation or cancellation of the Conference.

Delegates and Sponsors are responsible for making appropriate cancellation and insurance arrangements in relation to such costs.

3.8 Refunds and Exclusive Remedies

Except where expressly agreed otherwise in writing in an applicable Sponsorship Order:

(a) all fees are non-refundable;

(b) credits, transfers, substitutions and alternative benefits provided under this clause shall be the sole and exclusive remedies of Delegates and Sponsors arising from any change, postponement, rescheduling, relocation or cancellation of the Conference; and

(c) no Delegate or Sponsor shall be entitled to require a cash refund instead of a credit, transfer, substitution or alternative benefit offered in accordance with this clause.

Nothing in these Terms and Conditions excludes or restricts any liability or remedy to the extent that its exclusion or restriction is prohibited by applicable law.

CONTENT

4.1 All rights in all presentations, documentation and materials published or otherwise made available by us as part of the Conference (including but not limited to any documentation packs or audio or audio-visual recording of the Conference) (the “Content”) are owned by us or are included with the permission of the owner of the rights. No (i) photography, filming or recording by Delegates or Sponsors; or (ii) republication, broadcast or other dissemination of the Content is permitted without our prior written consent.

4.1.1 Delegates and Sponsors shall not distribute, reproduce, modify, store, transfer or in any other way disseminate any of the Content (save that internal use by the relevant Delegate or Sponsor for internal business purposes shall be permitted), and in particular (but without limitation) Delegates and Sponsors shall not:

1. upload any Content into any shared system;
2. include any Content in a database;
3. include any Content in a website or on any intranet;
4. transmit, re-circulate or otherwise make available any Content to anyone else;
5. make any commercial use of the Content whatsoever; or
6. use any Content in any way that might infringe third-party rights or that may bring OxFirst Club, or any of our affiliates into disrepute.

4.1.2 Event recording. We and/or our authorised contractors or partners may photograph, film, video or audio record parts of the Conference for editorial, documentation and promotional purposes, including publication on the Site, social media and other OxFirst Club communications. Where practicable, a reasonable opportunity to opt out of being photographed or filmed will be provided. We will provide notice of recording at or before the event. If you have concerns, please contact us at info@oxfirst.com.

4.1.3 Reporting. OxFirst Club and its authorised partners may publish articles, reports, summaries, commentary, quotations, photographs, video, audio and other content relating to the Conference and its discussions. Unless otherwise agreed with OxFirst Club in advance, sessions will be treated as on the record. Any application of the Chatham House Rule or off-the-record arrangement should be notified in advance and confirmed by OxFirst Club.

4.2 The Content does not necessarily reflect our views or opinions.

4.3 Suggestions or advice contained in the Content should not be relied upon in place of professional or other advice. Whilst we take reasonable care to ensure that the Content created by us is accurate and complete, some Content is supplied by third parties and we are unable to check its accuracy or completeness. Delegates and Sponsors should verify the accuracy of any information (whether supplied by us or by third parties) before relying on it. The Content is provided on an “AS IS” basis without any warranties of any kind (express or implied). We hereby exclude to the fullest extent permitted by law all liabilities, costs, claims, damages, losses and/or expenses arising from any inaccuracy or omission in the Content or arising from any infringing, defamatory or otherwise unlawful material in the Content.

4.4 To the extent that any Content is made available, we reserve the right to remove access to such Content at any time.

4.5 Delegates and Sponsors will fully respect the integrity of OxFirst Club and the academic and professional code of honour, which includes the assurance of freedom of expression and non-interference with the contents of, and/or selection of speakers for, the Conference.

LIABILITY

5.1 Our aggregate liability to you, however caused, in respect of all claims (or series of claims) arising out of or in connection with these Terms and Conditions or otherwise in relation to the Conference shall be limited as set out in this clause 5.

5.2 Notwithstanding any other provision in these Terms and Conditions, but subject to clause 5.4, we shall not be liable, in each case however caused, for any:

5.2.1 direct or indirect loss of or damage to: a) profit; b) revenue; c) business; d) contracts; e) opportunities; f) data; g) anticipated savings or interest; h) reputation; i) goodwill; or j) use; or

5.2.2 costs of wasted management or staff time; or

5.2.3 travel, accommodation or other costs and expenses; or

5.2.4 indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

5.3 You agree to indemnify us, our staff and our affiliates and to hold us harmless, in each case to the fullest extent permitted by law, against all loss, costs, claims or expenses of any kind arising from any act or omission by you (including your Delegates) during or otherwise in relation to the Conference.

5.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for:

5.4.1 death or personal injury caused by that party’s negligence, to the extent prohibited by law;

5.4.2 fraud or fraudulent misrepresentation; or

5.4.3 any other liability which cannot be limited or excluded by applicable law.

5.5 We shall not be in breach of these Terms and Conditions for any change to the Conference under clause 3.1 or any postponement, rescheduling or cancellation of the Conference under clauses 3.2 and 3.3, and you acknowledge that the remedies set out in clause 3.8 are your sole remedies, subject always to any rights that cannot be excluded by law. For the avoidance of doubt, we shall not be liable to you or to any third party for any travel, accommodation or other costs and expenses incurred in connection with any change to the Conference under clause 3.1 or any postponement, rescheduling or cancellation of the Conference under clauses 3.2 and 3.3 of these Terms and Conditions.

5.6 The parties agree that each of the sub-clauses in clause 5.2 and each of the sub-paragraphs 5.2.1(a) to 5.2.1(j) in sub-clause 5.2.1 constitute separate terms and the introductory wording of clause 5.2 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 5.2 or otherwise.

5.7 The term “however caused” when used or referred to in this clause 5 shall cover all causes and actions giving rise to our liability arising out of or in connection with these Terms and Conditions or the Conference: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in these Terms and Conditions), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether caused by any total or partial failure or delay of the Conference; and (iii) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.

ANTI-BRIBERY AND FINANCIAL CRIME

6.1 You warrant that you shall:

6.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 and any applicable anti-money-laundering, sanctions and financial-crime legislation;

6.1.2 comply with such of our anti-bribery, anti-corruption, sanctions and ethics policies as are notified to you from time to time; and

6.1.3 promptly report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of these Terms and Conditions or the Conference.

6.2 You warrant that all funds used to pay any Fees, Sponsorship Fees or other amounts to us, whether paid directly by you or via any intermediary (including law firms or other agents), are from legitimate, lawful sources and are not designed to conceal the origin or beneficial ownership of the funds or to circumvent any applicable sanctions, anti-corruption or anti-money-laundering laws.

6.3 We may request reasonable information from you to enable us to comply with our legal and regulatory obligations (including customer due diligence and sanctions screening). You agree to provide such information promptly on request.

6.4 Breach of this clause 6 shall be deemed a material breach of these Terms and Conditions, entitling us to suspend or terminate your attendance and/or sponsorship with immediate effect.

FORCE MAJEURE

7.1 We shall not be liable for any hindrance, failure or delay in performing any of our obligations arising out of or in connection with these Terms and Conditions as a result of an event or series of connected events beyond our reasonable control (including, without limitation, acts of God, extreme weather conditions, power failure, floods, lightning, storm, fire, explosion, war, riot, civil commotion, military operations, acts or threats of terrorism, malicious damage, strike action, lock-outs or other industrial action (whether involving our workforce or the workforce of any other party), default of suppliers or sub-contractors, compliance with any law or governmental order, rule, regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, or a pandemic, epidemic, civil emergency or other widespread illness) (each a “Force Majeure Event”).

7.2 In the event of a Force Majeure Event, we shall be entitled, without liability and at our sole discretion, to vary, perform, suspend performance of, postpone and/or cancel the Conference and/or the Agreement between us and/or terminate the Agreement subject to these Terms and Conditions on giving written notice to you.

GENERAL

8.1 These Terms and Conditions (together with any documents referred to herein or required to be entered into pursuant to these Terms and Conditions) contain the entire agreement and understanding between us and you and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these Terms and Conditions and any such document.

8.2 You acknowledge that in registering a Delegate place and/or entering into a sponsorship arrangement you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in these Terms and Conditions.

8.3 If any one or more provisions of these Terms and Conditions shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of these Terms and Conditions shall not as a result in any way be affected or impaired. However, if any provisions of these Terms and Conditions shall be adjudged to be void or ineffective but would be adjudged to be valid and effective if part of the wording were deleted or the scope or period reduced, they shall apply with such modifications as may be necessary to make them valid and effective while adhering as closely as possible to the original intent, period and scope of the provisions, and the parties hereby undertake to make such modifications.

8.4 These Terms and Conditions shall not create, nor shall they be construed as creating, any partnership or agency relationship between us.

8.5 You accept that communication with us may be electronic. We may contact you by email or provide you with information by posting notices on the Site. You agree to this electronic means of communication and you acknowledge that all such communications that we provide to you electronically comply with any legal or contractual requirement that such communication be made in writing.

8.6 Save as set out in clauses 3.2 and 3.6, you are not permitted to re-sell, transfer, assign or otherwise dispose of any of your rights or obligations arising under these Terms and Conditions without our prior written consent.

8.7 These Terms and Conditions and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of England and Wales and both parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute which arises hereunder.

8.8 The OxFirst Club Privacy Notice (as published on the Site from time to time) applies to the Conference for data protection and UK GDPR compliance purposes.

FEES AND PAYMENT (DELEGATES)

9.1 Conference fees and any applicable taxes or charges (together, the “Fees”) for Delegate places are charged by and payable to OxPrime Limited.

9.2 The applicable Fees and payment terms are set out on the booking form and/or invoice. You agree to pay the Fees in full in accordance with those payment terms. Your right to attend the Conference is conditional upon our receipt of the Fees in cleared funds, whether paid by you or on your behalf.

9.3 Unless we agree otherwise in writing, all Fees are payable in pounds sterling (GBP) and must be received by us prior to the start date of the Conference. Where value added tax (VAT) or any similar sales tax is chargeable, it will be shown separately on the invoice and charged at the applicable rate.

9.4 Our policy on postponement, credits, substitutions, cancellations and refunds is set out in clause 3. For the avoidance of doubt, no refunds will be made except as expressly provided in clause 3 or as required by law.

CONTACT

10.1 If you have any questions about these Terms and Conditions or the Conference, please contact us at:

Email: info@oxfirst.com

Postal address: OxPrime Limited, Belsyre Court, 1st Floor, 57 Woodstock Road, Oxford, England, OX2 6HJ.

SPONSORSHIP TERMS (SPONSORS ONLY)

This clause 11 applies only where you are a Sponsor. It is in addition to the rest of these Terms and Conditions.

11.1 Sponsorship arrangements

11.1.1 The specific sponsorship rights and benefits to be provided to you (such as logo placements, exhibition space, speaking opportunities or delegate passes) (the “Sponsorship Package”) will be set out in the engagement letter, order form or other written agreement between you and us (the “Sponsorship Order”).

11.1.2 In the event of any conflict or inconsistency between the Sponsorship Order and these Terms and Conditions, the Sponsorship Order shall prevail to the extent of that conflict or inconsistency.

11.2 Editorial independence and balanced content

11.2.1 You acknowledge and agree that the Conference strives to be an independent forum and not a platform for single-interest advocacy or disguised advertising.

11.2.2 We retain sole and final editorial control over the programme, themes, titles, formats, speakers, panellists and moderators for the Conference and over all Content.

11.2.3 To the best of our abilities, we will use reasonable efforts to ensure that, where appropriate, sessions reflect a balanced range of legitimate perspectives on relevant topics. However, the inclusion or exclusion of any particular speaker, topic, position or viewpoint shall be at our sole discretion. You also acknowledge that at times it may, for a variety of reasons, not be possible to offer a balanced view on a topic, but we will do our best to achieve that.

11.2.4 We are happy to receive and consider suggestions from Sponsors as to topics, sessions and potential speakers, but we are under no obligation to accept or implement any such suggestions and no Sponsor shall have any right of veto or approval over the programme, speakers or Content.

11.2.5 Sponsors shall not seek, and we shall not grant, any contractual right of approval or veto over the content, speakers, panellists, moderators, materials or outcomes of the Conference.

11.2.6 Sponsors shall not use their participation in the Conference to apply improper pressure on the judiciary, regulators, policymakers or other public officials.

11.3 Use of names and logos

11.3.1 Subject to payment of all sponsorship fees in full, we grant you a non-exclusive, non-transferable licence to use the OxFirst Club name and logos (as made available by us for the Conference) solely to promote your sponsorship of the Conference, and strictly in accordance with any brand guidelines we provide.

11.3.2 You grant us a non-exclusive, non-transferable licence to use your name, logo and agreed materials for the purposes of promoting the Conference, fulfilling the Sponsorship Package and recording the Conference.

11.3.3 We may remove or refuse to display any Sponsor material (including logos, advertisements or exhibition materials) which we reasonably consider to be unlawful, misleading, offensive, inconsistent with our ethical standards or damaging to the reputation of the Conference, or the OxFirst Club.

11.4 Ethical standards and eligibility of Sponsors

11.4.1 You represent and warrant that:

1. your business activities and the source of any sponsorship funds are lawful and not in breach of applicable anti-bribery, anti-corruption, sanctions, anti-money-laundering or similar laws;
2. your participation as a Sponsor will not, to the best of your knowledge, create a real risk of unlawful influence over judicial, regulatory or policy-making processes;
3. your sponsorship of the Conference is not intended to secure any improper advantage or to interfere improperly with the independence of the Conference, its speakers or participants; and
4. you have disclosed to us any material conflicts of interest known to you which are directly relevant to the topics of the Conference (for example, ongoing litigation or regulatory investigations that could reasonably be perceived as affecting the neutrality of your participation).

11.4.2 We may, acting reasonably, decline or terminate a Sponsorship Package (in whole or in part) where:

1. we reasonably believe that accepting or continuing the sponsorship would breach, or risk breaching, any law, regulation or official guidance (including in relation to bribery, corruption, sanctions or money-laundering);
2. we reasonably believe that accepting or continuing the sponsorship would be inconsistent with our published ethical guidelines or would cause serious and justified damage to the reputation of the Conference, or OxFirst Club;
3. you fail to provide information reasonably requested by us under clause 6.3 or provide information which we reasonably consider to be incomplete or unreliable; or
4. funds are proposed to be channelled through intermediaries in a manner that appears designed to obscure their origin or beneficial ownership or to circumvent applicable sanctions, anti-corruption or anti-money-laundering laws.

11.4.3 Where we terminate a Sponsorship Package under clause 11.4.2, we shall not be obliged to refund any sponsorship fees already paid, to the extent such fees reasonably reflect costs incurred or committed by us at the date of termination. We will act reasonably in assessing any refund.

11.5 No exclusivity or endorsement

11.5.1 Unless expressly stated in the Sponsorship Order, sponsorship of the Conference is non-exclusive and we may accept sponsorship and other funding from other organisations, including those whose interests or views may differ from yours.

11.5.2 Sponsorship of the Conference does not constitute, and shall not be presented as, our endorsement or approval of any Sponsor’s products, services, positions or conduct.

11.6 Sponsorship fees and payment

11.6.1 Sponsorship fees and any applicable taxes or charges (together, the “Sponsorship Fees”) are charged by and payable to OxPrime Limited and shall be paid in accordance with the Sponsorship Order.

11.6.2 Unless otherwise stated in the Sponsorship Order, Sponsorship Fees are payable in full within thirty (30) days of the invoice date and in any event prior to the start date of the Conference.

11.6.3 Postponement, rescheduling, cancellation, credits and refunds shall be governed by clause 3 and the applicable Sponsorship Order.

11.7 Termination of sponsorship

11.7.1 We may terminate your Sponsorship Package immediately by written notice if:

1. you commit a material breach of these Terms and Conditions or the Sponsorship Order which, if capable of remedy, you fail to remedy within 14 days of receiving written notice to do so; or
2. any of the circumstances in clause 11.4.2 arise.

11.7.2 You may terminate your Sponsorship Package only to the extent (if any) expressly permitted under the Sponsorship Order. In the absence of any such express right, Sponsorship Fees shall remain payable and no refunds shall be made in the event of any cancellation by you.

ETHICAL CONDUCT AND INTEGRITY

ETHICS GUIDELINES

12.1 Delegates, Sponsors, speakers and other participants agree to comply with the OxFirst Club Ethics Guidelines, available at https://oxfirst.club/sponsor-ethics-editorial-charter/

and to respect the professional, independent and respectful character of the OxFirst Club activities.

12.2 The Conference is intended to foster open, respectful and intellectually honest discussion. You agree not to engage in any behaviour that is harassing, discriminatory, threatening or otherwise inconsistent with a professional environment.

12.3 You agree that you will not use your participation in the Conference to misrepresent facts, to promote misleading or intentionally deceptive narratives, or to improperly influence judicial, regulatory or policy-making processes.

12.4 We may, acting reasonably, refuse entry to or require any Delegate, speaker or Sponsor representative to leave the Conference where we consider their conduct to be seriously inappropriate, disruptive or inconsistent with the values set out in this clause 12. No refund shall be payable in such circumstances.

12.5 Reporting. If you have a concern about conduct at the Conference, please raise it promptly with the OxFirst Club Conference Team on-site or by email at info@oxfirst.com. We may take such steps as we consider appropriate in the circumstances.