These terms and conditions (the “Standard Terms”), together with the Contract Details, constitute the agreement between the Company and the Sponsor specified in the Contract Details for the sponsorship of the Event(s) by the Sponsor.
1 Sponsor’s Obligations
1.1 The Sponsor shall
a) obtain the prior written approval of the Company for all content and other advertising or promotional materials associating the Sponsor and/or its products with the Event(s);
b) provide content to the Company in accordance with any instructions, technical requirements or other specifications issued by the Company from time to time;
c) at least two Business Days before the start of the Event (or an earlier date if so advised) provide to the Company the registration details of all participants for whom the Sponsor requires passes and/or access/log-in details to be issued for an Event and acknowledges that no participants shall be admitted to an Event unless issued with a pass and/or access/log-in details in their name by the Company;
d) procure that all individuals who attend/access the Event(s) as participants on behalf of the Sponsor shall be made aware of the Company's participant terms and conditions and Event Code of Conduct which can be accessed on the Event website;
e) comply with the hours, dates and instructions reasonably specified by the Company for installing, occupying and dismantling exhibits. The Company shall be entitled to remove the Sponsor’s exhibits in the event that the Company reasonably objects to, without limitation, any persons, things, conduct, printed matter, display items or other items. In the event of such a removal, the Company shall not be liable for refunding any costs incurred by the Sponsor including, without limitation, rental fees;
f) use its best endeavours to make sure that its participants consent to let the Company take photographs or recordings;
g) ensure it has in force a valid policy of insurance for public liability cover to the value of at least US$1,000,000 to cover claims arising from the activities of the Sponsor and/ or its participants relating to the Event(s); and
h) not do, or omit to do, anything which may damage or be otherwise prejudicial to the image and/or reputation of the Event(s) or the Company.
2 Invoicing and Payments
2.1 Unless otherwise stated in the Contract Details, the Sponsor shall pay the Fee plus applicable VAT in each invoice submitted by the Company immediately if the Event date is less than 45 days from the date of signature of the Agreement and otherwise within 30 days of the date of the invoice.
2.2 If the Sponsor fails to make a payment due to the Company under this Agreement by the due date, then, without limiting the Company's other legal remedies: a) the Sponsor shall pay interest on the overdue sum from the due date until payment of the overdue sum at the rate of 4% per year above the Bank of England's base rate from time to time; b) the Company shall not be obliged to publish the Sponsor’s content or provide the Sponsor with any branding for such Event; and/or c) the Company may suspend the Sponsorship Benefits.
2.3 All amounts payable by the Sponsor shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
3 Company’s Rights
3.1 The Company may, in its sole discretion, make amendments or changes to the relevant Event programme including, without limitation, switching elements of the Event from a physical to an online format and vice versa, changes to content, agenda, running order, scheduling of sponsored speaking slots, and floorplans, which may not be as initially indicated.
3.2 The Company reserves the right to exclude or remove from any Event any person whose presence or behaviour it reasonably considers to be undesirable and/or potentially unlawful, harmful, disrespectful and/or disruptive.
4 Intellectual Property Rights
4.1 The Company grants a worldwide, non-exclusive, royalty-free, non-transferable licence to the Sponsor to use the event marks solely to promote the Sponsor’s sponsorship of the Event(s) on the terms of this Agreement.
4.2 The Sponsor grants to the Company a worldwide, non-exclusive, royalty-free, non-transferable licence: of the Sponsor’s intellectual property rights in any content that it supplies to the Company to the extent required by the Company to enable it to provide the sponsorship benefits subject to the terms and conditions of this Agreement; and to use the Sponsor marks (i) during the Term to promote and exploit the Event(s); and (ii) for a period of 12 months following each Event in reports produced about such Event and in any promotional materials for similar Company events.
5 Force Majeure
5.1 In this clause, “Force Majeure” means circumstances beyond a Party’s reasonable control preventing or delaying the Company’s successful delivery of any Event or that would make it inadvisable, impracticable, illegal, or impossible for a Party to perform its obligations under this Agreement, including circumstances which directly affect the Event attendees in their home countries resulting in a material percentage of the attendees being reasonably likely to be prevented from attending/accessing the relevant Event.
5.2 If the Company cancels any Event as a result of Force Majeure, the Company shall use reasonable endeavours to reschedule the Event to take place within 12 months of the original Event dates.
5.3 If the Company is unable to reschedule any such affected Event in accordance with clause 5.2, it shall either offer the Sponsor the opportunity to roll over its credit to an alternative event or refund any part of the Fee paid by the Sponsor as soon as reasonably practicable.
6 Indemnities
6.1 The Sponsor shall indemnify and defend the Company (for itself and on behalf of its group companies shareholders, directors, employees, and representatives) from and against all losses, liability, costs and expenses (including professional fees) arising out of or in connection with: a) any claim that the use of the sponsor marks by the Company in accordance with this Agreement infringes any Intellectual Property Rights of any third party; b) any claim that materials or content provided by the Sponsor or presented by a speaker on behalf of the Sponsor libels or infringes any Intellectual Property Rights of any third party; and/or c) any third party claim arising as a result of any breach by the Sponsor of its obligations under clause 9.2.
6.2 The Company shall indemnify and defend the Sponsor (for itself and on behalf of its Group Companies, directors, employees, and representatives) from and against all losses arising out of or in connection with a third party claim arising as a result of any breach by the Company of its obligations under clause 9.2.
6.3 The indemnified party shall: a) promptly notify the indemnifying party in writing of any claim for which an indemnity applies; b) not settle any claim without the written consent of the indemnifying party, which shall not be unreasonably withheld; or c) provide reasonable assistance to the indemnifying party at the indemnifying party's cost.
7 Limitation of liability
7.1 Nothing in this Agreement shall limit or exclude:
a) either Party's liability for death or personal injury; fraud or fraudulent misrepresentation; or breach of any other liability which cannot be limited or excluded by applicable law;
b) the Sponsor’s payment obligations; nor
c) damage to tangible property caused by the Sponsor.
7.2 The Company shall have no liability for any loss or corruption of any content or materials provided by the Sponsor or damage to or destruction of equipment or property brought to the venue by the Sponsor. The Company excludes all implied warranties and representations in connection with the Event.
7.3 Neither party shall be liable for any indirect or consequential losses arising from this Agreement.
7.4 The total aggregate liability of either Party to the other, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to this Agreement shall not exceed the total amount of the Fees paid or payable under this Agreement, or two times the total Fees paid or payable in respect of the Indemnities at clause 6.
8 Termination
8.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
a) the other Party commits a material breach of any term of this Agreement and, if such a breach is remediable, fails to remedy that breach within 15 days of that Party being notified in writing to do so (breach of clause 1.1(h) being a material breach incapable of remedy);
b) the other Party takes any step or action in relation to its entering administration or being wound up (whether voluntarily or by order of the court), or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
9 General
9.1 By entering this Agreement, each party undertakes to comply with the Company’s policies available on our website.
9.2 Each Party, acting as separate and distinct, independent Data Controllers, shall comply with all obligations imposed upon it under any applicable data protection legislation and as set out in the data processing attachment.
9.3 The Company may at any time assign, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under this Agreement.
9.4 The Sponsor shall not assign, subcontract, delegate or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Company, unless it is to one of its affiliates or an entity that acquires all or substantially all of its assets and Sponsor notifies Company in advance. All non-permitted assignment is void.
9.5 In relation to the Event, this Agreement (as amended only in writing) is the entire agreement between the parties and supersedes all other written or oral understandings.
9.6 The laws of England apply to this Agreement. The parties submit to the exclusive jurisdiction of the English courts