These terms and conditions apply to events which are booked by you (the “Sponsor”) and organised and hosted by Place North West Ltd (“the Company”).
The following definitions and rules of interpretation apply to these terms and conditions (“Terms”):
Agent: has the meaning given in clause 8.1.
Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties’ rights or the performance of their obligations under these Terms.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Cancellation Fee: has the meaning given in clause 13.1.3.
Commencement Date: has the meaning given in clause 2.2.
Company Marks: the Company’s trade marks, together with any accompanying artwork, design, slogan, text and other collateral marketing signs as shall be notified to the Sponsor from time to time.
Event: the event which is named on the Invoice.
Event Marks: the trade marks or logos developed by the Company and used singularly or collectively in association with the Event.
Event Package Document: the applicable document setting out the Sponsorship Rights for the Sponsorship purchased by the Sponsor, which can be downloaded from the Advertise page on the Company’s website, www.placenorthwest.co.uk.
Force Majeure Event: has the meaning given in clause 16.1
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Introduction Fee: has the meaning given in clause 8.2.
Invoice: the invoice issued by the Company to the Sponsor which specifies the date of the Event, the name of the Event and the Sponsorship Fee.
Sponsorship: the sponsorship by the Sponsor of the Event in accordance with these Terms.
Sponsorship Period: the period commencing on the Commencement Date and continuing until the date upon which all Sponsorship Rights have been received by the Sponsor or, if earlier, the date of termination of the Sponsorship.
Sponsor’s Marks: the name and logo of the Sponsor, in the form provided by the Sponsor to the Company or as otherwise approved by the Sponsor from time to time.
Sponsor’s Event Materials: any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor with the Event, or which incorporate or are distributed in association with the Company Marks or the Event Marks.
Sponsorship Fee: the sums set out and payable in accordance with clause 4.
Sponsorship Rights: the bundle of rights granted to the Sponsor as set out in the Event Package Document.
Territory: the UK.
VAT: value added tax or any equivalent tax chargeable in the UK .
Venue: means the premises where the Event is to take place.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 These Terms shall be binding on, and enure to the benefit of, the Company and the Sponsor and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
1.7 A reference to writing or written includes e-mail.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.9 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
1.10 References to clauses are to the clauses of these Terms.
1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Basis of Sponsorship
2.1 The verbal or written offer issued by the Sponsor to sponsor the Event constitutes an offer by the Sponsor to purchase the Sponsorshipin accordance with these Terms.
2.2 The offer described at clause 2.1 shall only be deemed to be accepted when the Company issues an Invoice to the Sponsor at which point and on which date the Sponsorship shall be confirmed (Commencement Date).
2.3 These Termsapply to the Sponsorship to the exclusion of any other terms that the Sponsor seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue
3. Grant of rights and reservations
3.1 The Company grants and the Sponsor accepts:
3.1.1. a licence to use the Company Marks and the Event Marks on the Sponsor’s website and in other marketing and promotional materials produced by the Sponsor solely in connection with the Sponsor’s reasonable promotion of the Sponsorship; and
3.1.2. the other Sponsorship Rights,
in the Territory during the Sponsorship Period and in accordance with the terms and conditions set out in these Terms.
3.2 All rights not expressly granted to the Sponsor under these Terms are reserved to the Company.
3.3. Where the Sponsorship Rights include the grant of exclusivity in respect of the Event, the Company shall not allow any other entity which operates in the Sponsor’s profession, industry or discipline to sponsor the Event. Where the Sponsorship is granted of a particular division of the Sponsor’s business only, it shall be such division’s profession, industry or discipline which shall apply for the purpose of the foregoing provisions of this clause 3.3.
3.4 Except as set out in clause 3.3, the Sponsor acknowledges and agrees that the Company shall be entitled to enter into any other sponsorship arrangement or agreement to host an event with any third party. The Sponsor agrees that the Company shall not be, nor considered to be, nor deemed to be, in breach of any provision of these Terms as a result of entering into that arrangement.
3.5. The Sponsor grants and the Company accepts a sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Marks in the Territory:
3.5.1 during the Sponsorship Period as necessary or desirable for the delivery of the Sponsorship Rights; and
3.5.2 following the Sponsorship Period, in perpetuity, to retain any publications and materials incorporating the Sponsor’s Mark on the Company’s website and social media accounts relating to the Event and to use such publications for the purpose of promoting future events similar to the Event.
3.6 Unless expressly agreed otherwise the Sponsor shall not (whether expressly or implicitly):
3.6.1. hold itself out as the exclusive sponsor of the Event;
3.6.2. where the Sponsorship is granted in respect of a particular division of the Sponsor’s business only, exploit the rights granted to it pursuant to clause 1 in respect of any division of its business other than the division in respect of which the Sponsorship Rights have been granted;
3.6.3. hold any other division of its business out as the sponsor of the Event; and
3.6.4. hold itself out as having any commercial relationship with the Company or involvement in the Event other than as expressly set out in these Terms.
4. Sponsorship Fee
4.1 In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay to the Company the fee set out in the Invoice which shall be the Sponsorship Fee. Unless agreed otherwise in writing, the Sponsorship Fee shall be payable 28 days from the date of the Invoice or, if earlier, by the date of the Event.
4.2 All amounts payable to the Company under these Terms are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Sponsor.
4.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee.
5. Obligations of the Sponsor
5.1 The Sponsor undertakes to the Company:
5.1.1 to exercise the Sponsorship Rights strictly in accordance with these Terms, the Invoice and the Event Package Document;
5.1.2 to use the Company Marks, the Event Marks and other branding materials provided by the Company in accordance with the any guidelines notified to it by the Company from time to time;
5.1.3 not to make any changes to the Company Marks, the Event Marks or any other logo or material supplied by the Company in connection with the Event without the Company’s prior written consent;
5.1.4 not to make any material changes to the text relating to the Company or the Event which is available on the Company’s website without the Company’s prior written consent;
5.1.5 to apply any legal notices as required by the Company on all Sponsor’s Event Materials;
5.1.6 to ensure that all Sponsor’s Event Materials shall comply in all respects with any guidelines notified by the Company to the Sponsor from time to time and all Applicable Laws;
5.1.7 to immediately at the written request of the Company and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with clause 1.6
5.1.8 to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under these Terms;
5.1.9 to provide to the Company, at the Sponsor’s sole cost and expense, a digital copy of the Sponsor’s Marks in a format requested by the Company, a pull- up banner for use at the Event with the Sponsor’s branding and all suitable material including artwork of the Sponsor’s Marks in a format and within deadlines reasonably specified by the Company for it to be used by the Company for the fulfilment of the Sponsorship Rights;
5.1.10 not to use the Company Marks or the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under these Terms;
5.1.11 not to knowingly do, or cause or permit to be done, anything which might reasonably be expected to prejudice or harm the Company Marks or the Event Marks or the Company’s title to the Company Marks or the Event Marks or the image of the Event, the Company or (where relevant) the Venue; and
5.1.12 to promptly provide all reasonable cooperation to the Company to enable to the Company to provide the Sponsorship Rights.
5.2 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights without the Company’s prior written consent.
5.3 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Company’s prior written consent, other than as set out in the Event Package Document.
6. Obligations of the Company
6.1 The Company shall organise, manage and host the Event at its sole cost and expense in accordance with the terms of these Terms.
6.2 The Company confirms that it shall be responsible for:
6.2.1 booking the Venue and use reasonable endeavours to ensure that it provides reasonably suitable capacity, functionality and facilities;
6.2.2 arranging the attendance of and payment for all speakers and any stewards and staff who are not employed and engaged by the Venue that are required for the Event;
6.2.3 such promotion of the Event as it, in its sole discretion, deems appropriate; and
6.2.4 the sale and/or distribution of tickets for the Event.
6.3 The Company shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor.
6.4 In the event that the Company is unable to provide any Sponsorship Right, the Company may (in its absolute discretion) substitute alternative rights of a similar nature and to an equivalent value, without any penalty.
6.5 The Company shall ensure that all relevant Sponsor signage and advertising to be displayed as part of the Sponsorship Rights and provided by the Sponsor is, subject to such signage and advertising being in compliance with the Company’s requirements from time to time, properly in place and not concealed or obscured from view prior to the Event.
6.6 The Company reserves the right to make changes to the starting time, running time, title, agenda and Venue of, and speakers at, the Event at any time prior to the date of the Event. Where a material change is required the Company will notify the Sponsor of the changes that are required and the reason for the change. If the Sponsor is notified of a material change to the Event and (acting reasonably) does not agree with the change, the provisions of clause 13.2.3 shall apply as if the Company had notified the Sponsor of the rescheduling or cancellation of the Event.
6.7 The Company shall comply with all Applicable Laws relevant to its performance of these Terms as well as any conditions attached to any licences or consents issued in connection with the Event including regarding health and safety and crowd security measures at the Venue.
6.8 Although the Company will take reasonable steps to vet speakers engaged to appear at the Event the views of the speaker and the content of any presentation delivered by the speaker will be the opinion solely of the speaker in question and the Company shall have no responsibility for the content of the speaker’s presentations.
7.1 Each party warrants to the other that:
7.1.1 it has full authority to enter into this Agreement and is not bound by any agreement with any third party that adversely affects their obligations under these Terms; and
7.1.2 it has and will maintain before and during the Event all necessary powers, authority and consents to enter into and fully perform its obligations under these Terms.
7.2 The Company warrants to the Sponsor that:
7.2.1 the Sponsor’s use of the Company Marks and the Event Marks is in accordance with the provisions of these Terms shall not infringe the rights of any third party; and
7.2.2 it has entered into or will enter into a bona fide agreement for the use of the Venue and has made or will make all administrative and financial arrangements which it in its sole discretion deems reasonably necessary for the smooth running of the Event.
7.3 The Sponsor warrants that:
7.3.1 it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Company in relation to these Terms and the Organiser shall be entitled to see evidence to this effect on request; and
7.3.2 the Company use of the Sponsor’s Marks in accordance with clause 5 will not infringe the rights of any third party.
8. Agency Introductions
8.1 The Company operates an agency introduction scheme where an individual or a company (the “Agent”) who introduces a new client to the Company shall receive a commission as set out below should the new client who was introduced to the Company by the Agent subsequently agree to sponsor an event organised by the Company in respect of which a sponsorship fee of £3,500 + VAT or more has been paid. For the purpose of this clause 8 the Agent shall be deemed to have introduced a new client to the Company where the Agent introduces the Sponsor to a client who agrees to sponsor an event without the Company undertaking any further negotiation with such client.
8.2 Subject to meeting the conditions of this clause 8, the Agent shall receive a fee of 10% of the value of the sponsorship fee (“Introduction Fee”) paid by the new client in respect of the first event in respect of which the new client becomes a sponsor and the Company receives a sponsorship fee of £3500 + VAT or more. For the avoidance of doubt no further payments shall be due to the Agent should that client agree to become a sponsor for any subsequent events.
8.3 The Introduction Fee shall be payable to the Agent once the new client has paid the sponsorship fee for the relevant event in full. The Company shall notify the Agent in writing of the value of the Introduction Fee payable and shall make payment of this to a bank account nominated by the Agent within 28 days of payment in full being received from the new client (subject always to receipt of a valid invoice in respect of such Introduction Fee from the Agent).
8.4 It is the Agent’s responsibility to inform the Company that they are responsible for the introduction of a new client and to provide evidence thereof to the Company’s reasonable satisfaction. The Agent needs to inform the Company of this before the new client has agreed to sponsor an event organised by the Company for the first time. If the Company is not informed until after the agreement has been made, no Introduction Fee shall be payable.
8.5 The Company reserves the right to confirm with the new client that the Agent has introduced them. If the Company is not satisfied that a genuine introduction has occurred it may refuse payment of the Introduction Fee.
8.6 For the purpose of this clause 8 a new client is an individual or a company who has not previously agreed to sponsor an event organised by the Company or purchased any marketing services from the Company and shall exclude any individual or company with whom the Company is in negotiations at the time of the introduction by the Agent.
9.1 Each party agrees that it shall:
9.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
9.1.2 maintain in place before, during and following the Event its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate; and
9.1.3 promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of these Terms.
9.2 Each party shall ensure that any person associated with it who is performing services or providing goods in connection with these Terms does so only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on the parties in this clause 9 (Relevant Terms). The party shall be responsible for the observance and performance by these persons of the Relevant Terms, and shall be directly liable to the other party for any breach by these persons of any of the Relevant Terms.
9.3 Breach of this clause 9 shall be deemed a material breach under clause 1.2
10.1 The Sponsor shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
10.1.1 any claim made against the Company by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Company’s use of the Sponsor’s Marks in accordance with these Terms; and
10.1.2 the Sponsor’s use or exploitation of the Sponsorship Rights in breach of these Terms.
11. Limitation of liability
11.1 Nothing in these Terms shall limit or exclude a party’s liability:
11.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2 for fraud or fraudulent misrepresentation;
11.1.3 for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or
11.1.4 under the indemnities set out at clause 1.1 or clause 10.1.2.
11.2 Subject to clause 1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise for any indirect or consequential losses.
11.3 Subject to clause 1, the Company’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with these Terms shall be limited to the amount of the Sponsorship Fee paid or payable under or pursuant to these Terms (the Cap), always provided that where any sums are refunded to the Sponsor pursuant to clause 13, the Cap shall be reduced by the amount of such refund.
12. Intellectual Property Rights
12.1 The Company and the Sponsor acknowledge as follows:
12.1.1 all rights in the Sponsor’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor, and, save as expressly provided in clause 5, the Company shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them; and
12.1.2 all rights in the Company Marks and the Event Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Company and, save as expressly provided in clause 1.1, the Sponsor shall not acquire any rights in the Company Marks or the Event Marks, including any developments or variations of them.
12.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Company or jointly by the Company and the Sponsor shall, with the exception of the Sponsor’s Marks, be the sole and exclusive property of the Company and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Company on request, whenever that request is made.
13. Event cancellation and refunds
13.1 Cancellation by the Sponsor
13.1.1 Where the Sponsor wishes to cancel the Sponsorship it should notify the Company of this in writing. A Cancellation Fee as set out in clause 13.1.3 shall be payable by the Sponsor. The Company shall confirm cancellation of the Sponsorship, the cancellation fee which is payable and the due date for payment of the cancellation fee in writing to the Sponsor.
13.1.2 Following confirmation by the Company of cancellation of the Sponsorship the relationship between the Company and the Sponsor shall end and the provisions of clause 15 shall apply.
13.1.3 The cancellation fee shall be calculated as follows:
126.96.36.199 where cancellation is requested more than 6 weeks before the date of the Event, a fee equal to 50% of the Sponsorship Fee shall be payable;
188.8.131.52 where cancellation is requested more than 4 weeks but 6 weeks or less before the date of the Event, a fee equal to 75% of the Sponsorship Fee shall be payable; and
184.108.40.206 where cancellation is requested less than 4 weeks prior to the date of the Event, the full Sponsorship Fee shall be payable,
13.1.4 Where the Sponsor has made full payment of the Sponsorship Fee prior to sending a request to cancel the Event the Company shall refund to the Sponsor the difference between any Sponsorship Fee paid and the Cancellation Fee.
13.1.5 Any Cancellation Fee payable by the Sponsor shall be paid within 30 days of the Company confirming cancellation of the sponsorship to the Sponsor.
13.1.6 Any refund due to the Sponsor in accordance with clause 13.1.4 shall be payable within 30 days of receipt by the Company of details of the bank account to which the refund should be paid to.
13.2 Cancellation by the Company
13.2.1 Whilst the Company shall use reasonable endeavours to ensure that the Event takes place on the date and substantially in the format originally planned, the Sponsor hereby acknowledges and agrees that the nature of event planning and operation means that there may be circumstances which arise which prevent or hinder the Company carrying out the Event on the date and/or in the format originally anticipated. Accordingly, it is hereby acknowledged and agreed that, provided the Company use reasonable endeavours to procure the Event takes place on the date and substantially in the format originally planned, the Company may at any time:
220.127.116.11 Cancel the Event;
18.104.22.168 Hold the Event on an alternative date; and/or
22.214.171.124 Hold the Event via an alternative means (for example, amending the nature of an Event so it is held online rather than in-person).
13.2.2. Where the Company exercises its rights pursuant to clause 13.2.1 to cancel the Event or to rearrange the Event, the Company shall notify the Sponsor and, where the Event is being rearranged, use reasonable endeavours to agree an alternative date upon which such Event shall be held. If the parties agree alternative date for the Event, the Sponsorship shall apply to the Event held upon the alternative date and these Terms shall continue to apply. If the parties cannot agree upon an alternative date, the provisions of clause 13.2.3 shall apply.
13.2.3 Where the Company exercises its rights pursuant to clause 13.2.1 to cancel the Event or to rearrange the Event to a date which is not approved by the Sponsor, the Sponsor’s sole remedy in connection therewith shall be:
126.96.36.199 to apply the Sponsorship Fees to the purchase of sponsorship rights in respect of an alternative available event to be hosted by the Sponsor which are of equivalent value to the Sponsorship Rights; or
188.8.131.52 to apply the Sponsorship Fees to the purchase any services provided by the Company and which the Company (acting reasonably) agrees to provide to the Sponsor (in which case the Company’s terms of supply applicable to the relevant service shall apply),
and, for the avoidance of doubt, the Sponsor shall not be entitled to receive a refund of the Sponsorship Fees and this clause sets out the Sponsor’s sole rights and remedies, and the Company’s sole liability, in respect of the cancellation or rearrangement of any Event.
13.2.4 These Terms shall continue to apply to the purchase of any sponsorship rights made pursuant to clause 184.108.40.206.
13.2.5 Where the Company exercises it right pursuant to clause 13.2.1 to hold the Event via alternative means, the Company shall notify that Sponsor and the Sponsorship Fee shall be reduced to the Company’s then standard rate for sponsorship of events via such means. Any refund due to the Sponsor shall be paid by the Company to the Sponsor within 30 days of notification to the Sponsor (subject to receipt of written confirmation from the Sponsor of the bank account to which this refund shall be paid). This clause sets out the Sponsor’s sole rights and remedies, and the Company’s sole liability, in respect of any decision by the Company to hold the Event via an alternative means.
14.1 Without affecting any other right or remedy available to it, either party may terminate the Sponsorship with immediate effect by giving written notice to the other party if:
14.1.1 the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
14.1.2 the other party commits a material breach of any other clause in these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so. However, this 14 day period will be reduced to the period specified by the Company (acting reasonably) if the Company calls upon the Sponsor to remedy the breach during, or within, the 14 day period before the Event begins;
14.1.3 an order is made or a resolution is passed for the winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up order or the other party takes or suffers any similar or analogous action in consequence of debt; or
14.1.4 as a result of any act or omission by the other party, the affected party reasonably considers its image or reputation has been, or is likely to be (if such breach were repeated), materially adversely affected.
14.2 Without affecting any other right or remedy available to it, the Company may terminate the Sponsorship with immediate effect by giving written notice to the Sponsor if the Sponsor has not paid the Sponsorship Fee is full by the seventh day prior to the date of the Event.
15. Consequences of termination
15.1 Upon expiry of the Sponsorship Period:
15.1.1 the Sponsorship Rights granted by the Company to the Sponsor under these Terms shall immediately terminate and revert to the Company;
15.1.2 the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Company or the Event;
15.1.3 each party shall promptly return to the other any property of the other within its possession or control;
15.1.4 each party shall pay to the other any sums that are outstanding and to be accounted for under these Terms; and
15.1.5 the following clauses shall continue in force: clause 1 (Definitions and interpretation), clause 10 (Indemnities), clause 11 (Limitation of liability), clause 13 (Event cancellation), clause 15 (Consequences of termination), clause 17 (Confidentiality) and clause 22 (Set-off) to clause 32 (Governing law and jurisdiction).
15.2 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
16. Force majeure
16.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party), non-performance by or unavailability of suppliers or subcontractors, and interruption or failure of utility service.
16.2 Provided it has complied with clause 3 and subject to clause 13, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
16.3 The Affected Party shall:
16.3.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms; and
16.3.2 use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
17.1 Each party undertakes that that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any information about the Event which is expressed to be confidential information except as permitted by clause 17.2.
17.2 Each party may disclose the other party’s confidential information:
17.2.1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employee’s, officers, representatives, contractors, subcontractors and advisers to who it discloses the other party’s confidential information shall comply with this clause 17; and
17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
18. Data protection
18.1 The following definitions shall apply to this clause 18.
Agreed Purposes: to facilitate networking at the Event and to allow the Sponsor to contact delegates to promote its business (or, where the Sponsorship is granted in respect of a particular division of the Sponsor’s business, such division of the business) once following the Event. The Sponsor must ensure that any further contact with delegates following this is compliant with the Data Protection Legislation.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Permitted Recipients: the Company and the Sponsor, the employees of each party, any third parties engaged to perform obligations in connection with these Terms or with the Event and other delegates who are in attendance at the Event.
Shared Personal Data: the personal data to be shared between the parties under clause 18.1 of these Terms. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
- Names and contact details; and
- Name of Employer and job title.
18.2 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
18.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the Sponsorship with immediate effect.
18.4 Each party shall, in respect of Shared Personal Data disclosed by it to the other party:
a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
c) process the Shared Personal Data only for the Agreed Purposes;
d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
g) not transfer any personal data received from the Data Discloser outside the UK.
18.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
b) promptly inform the other party about the receipt of any data subject rights request;
c) provide the other party with reasonable assistance in complying with any data subject rights request;
d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the Shared Personal Data;
h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
i) maintain complete and accurate records and information to demonstrate its compliance with this clause 18; and
j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
18.6 The Sponsor shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any breach of the Data Protection Legislation by the Sponsor.
The Sponsor hereby acknowledges and agrees that the Company may make announcements and promote the Event and the Sponsorship as it in its sole discretion deems appropriate, including on its website, through its publications and social media and to members of its mailing list.
20. Value added tax
All sums payable under these Terms are exclusive of any VAT that may be payable by either party.
If a party fails to make any payment due to the other party under these Terms by the due date for payment, then, without limiting the other party’s remedies under clause 14, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under these Terms shall be paid by the Sponsor to the Company in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
23. No partnership or agency
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24. Third party rights
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
Save as expressly stated herein, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
26. Assignment and other dealings
These Terms are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
28.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
29. Entire agreement
29.1 These Terms together with the Invoice and the Event Package Document constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
29.2 Each party acknowledges that in entering into these Terms it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms, the Invoice or the Event Package Document.
29.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
If there is any inconsistency between any of the provisions of the Invoice, the Event Package Document and these Terms, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
31.1 Any notice or other communication given to a party under or in connection with these Terms shall be in writing and shall be:
31.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
31.1.2 sent by email to the address notified to the other party.
31.2 Any notice or communication shall be deemed to have been received:
31.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
31.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
31.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
31.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
32. Governing law
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.