TERMS AND CONDITIONS
These terms and conditions shall apply to the sponsorship, ticket or table sales.
1.1 In the context of this Agreement, the words and phrases below shall have the following meanings: ‘Event’ the British Diversity Awards ‘Exclusive’ no licence or right granted to the Sponsor herein and desribed as Exclusive shall be granted by the Event Owner to any other person in the UK in relation to the Event save as may be expressly permitted in this Agreement ‘Proprietary Rights’ all existing and future intellectual property rights attaching to the Event including without limitation copyright, registered and unregistered trademark and design rights and the accompanying goodwill ‘Sponsor Logo’ the logo provided by the Sponsor to the Event Owner for use in connection with the Sponsorship Rights only ‘Sponsorship Rights’ the sponsorship rights as detailed in clause 3 below ‘Venue’ as set out in the sponsorship marketing information
2 SPONSORSHIP FEE
2.1 In consideration of the grant of the Sponsorship Rights by the Event Owner to the Sponsor, the Sponsor shall pay to the Event Owner the agreed fee 100 % payment within 30 days of the invoice date. Where the order is received within 40 days prior to the commencement of the event the total amount becomes payable immediately.
2.2 Value added tax (or its equivalent) has not been included in the Sponsorship Fee and where applicable it shall be paid by the Sponsor forthwith upon the provision by the Event Owner of the appropriate value added tax invoice.
2.3 All amounts paid by the Sponsor after the due date will bear interest that will be calculated on a daily basis, at the rate of eight percent (8%) (or the highest rate permitted by law, if less) above the base rate of The Bank of England per annum, from the date when payment was due until the date the payment is received, whether before or after judgment. If the Sponsor fails to pay, theSponsor will be responsible for all expenses (including reasonable legal fees) incurred by the Event Owner in collecting the amounts due.
3 SPONSORSHIP RIGHTS
In consideration for the payment by the Sponsor of the Sponsorship Fee, the Event Owner hereby grants to the Sponsor the following Sponsorship Rights where applicable:
3.1 The right to be designated as an Official Sponsor of the Event (or such similar designation as may be agreed between the parties)at the Event;
3.2 The right to the number of free spaces at the Event if applicable
3.3 The right to nominate the Sponsor Logo;
3.4 The right to have the Sponsor Logo on all pre-event promotional material – flyers, emails and on all show material including AV presentation;
3.5 The right to have information packs inserted in all delegate folders (where provided) concerning the Sponsor, the content and amount of which is to be subject to approval by the Event Owner;
3.6 The right to have the Sponsor’s logo displayed as ‘XXXXXXX’ of the XXXXXXXXXXXXX
3.7 Official billing and social media support as XXXXXXXXXXX.
4 OBLIGATIONS OF SPONSOR
The Sponsor hereby warrants to the Event Owner that:
4.1 It shall not use or permit the use of or any of the rights and licences granted herein in a manner which in the reasonable opinion of the Event Owner is or might be prejudicial or defamatory to the image and/or reputation of the Event, the Event Owner or the Venue;
4.2 The Sponsor acknowledges that the Event Owner owns and/or controls the Event, and the Proprietary Rights and agrees that theSponsor has no right, title or interest thereto save as licensed hereunder. The Sponsor warrants that it shall not seek to acquire any such right, title or interest to nor shall it use the Sponsorship Rights save as authorised in this Agreement or as otherwise agreed by theEvent Owner. The Sponsor shall use its reasonable endeavours to assist the Event Owner in protecting the Proprietary Rights and shall not knowingly do or cause or permit anything to be done which may endanger the Proprietary Rights or the title thereto of the Event Owner. Without prejudice to the generality of the foregoing the Sponsor undertakes to the Event Owner:
4.2.1 to provide such information and details as may be reasonably required by the Event Owner including samples of any advertising material and any products which are to be promoted in association with the Event to the Event Owner for approval;
4.2.2 to notify the Event Owner of any suspected infringement of the Proprietary Rights, but to take no steps or action whatsoever in relation to such suspected infringement unless requested to do so by the Event Owner; and
4.2.3 to execute such further documentation and provide such assistance as may be requested by the Event Owner which may in the Event Owner’s reasonable opinion be required to record the terms of this Agreement or any understanding or obligation hereunder on any trademark or other register or otherwise howsoever which may in the Event Owner’s reasonable opinion be necessary to protect and the Proprietary Rights;
4.3 The Sponsor undertakes not to share any of the rights and licences granted herein or engage in joint promotions in relation to the Event except in each case with the prior written consent of the Event Owner;
4.4 The Sponsor shall supply at its cost finished artwork relating to its name, logos and other identification provided for herein within print deadlines reasonably set by the Event Owner;
4.5 The Sponsor warrants that it owns and/or is solely entitled to use the Sponsor Logo and other material supplied to the Event Owner in relation to this Agreement, and the Event Owner shall be entitled to see evidence to this effect on request;
4.6 The Sponsor will not make or cause to be made or issued any report or announcement to the press or media regarding the Sponsorship Rights or the Sponsor’s appointment except in the form approved by the Event Owner.
5 OBLIGATIONS OF EVENT OWNER
The Event Owner hereby warrants to the Sponsor that:
5.1 The Event Owner owns and/or controls the Event and the Proprietary Rights and use of the Sponsorship Rights by the Sponsor as provided for under this Agreement shall not infringe the rights of any third party;
5.2 The Event Owner shall stage the Event in accordance with the Event Format
5.3 The Event Owner shall deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor and to ensure that all relevant Sponsor signage and advertising is properly in place and operational and not concealed or obscured from view at any time;
5.4 The Event Owner shall ensure that all press releases to the media directly involving the Sponsor are approved in advance by theSponsor who shall likewise allow the Event Owner to approve any such releases directly involving the Event and/or the Event Owner, such approval not to be unreasonably withheld or delayed by either party;
5.5 The Event Owner shall consider any reasonable requests from the Sponsor or any of its agents to run joint promotional activity;
5.6 The Event Owner shall use its reasonable endeavours to uphold the good name, image and reputation of the Sponsor at all times and shall not make any statements or engage in conduct which is likely to damage or bring into disrepute the name and/or image and/or reputation of the Sponsor;
5.7 The Event Owner shall at all times during this Agreement effect and maintain an appropriate level of insurance cover in relation to the Event;
5.8 The Event Owner acknowledges that the Sponsor owns and/or controls the Sponsor Logo and the Event Owner shall not knowingly do or cause or permit anything to be done which may endanger the Sponsor’s rights and title in the Sponsor Logo.
5.9 The Event Owner shall deliver the Event, should the date of the event change for any reason the Event Owner will notify the Sponsor in writing at least three calendar months before the commencement of the Event. Upon the date of the Event changing and where the Event Owner has notified the Sponsor in writing at least three calendar months prior to the Event, the agreements will go ahead and the sponsor be notified of new date and possible venue. Refunds will not be given under any circumstances.
6.1 Unless both parties agree to terminate the contract, the Sponsorship Fee must be paid in full
6.2 If the Sponsor cancels the contract the Sponsorship Fee must be paid in full within 30 days of the notice of cancellation
6.3 If the Event Owner cancels or postpones the Event, the contract shall be automatically terminated and no payment shall be due from the Sponsor to the Event Owner and the Event Owner shall repay the Sponsorship Fee to the Sponsor.
6.4 wherein the event owner has agreed a rolling sponsorship agreement, and automatically renews each year, the termination of the rolling agreement should be in writing and not later than 3 months after the previous event
6.5 If the event owner changes control the contract/agreement will automatically be transferred to the new event owner and vice versa to the sponsor.
7 CONSEQUENCES OF TERMINATION
Following termination of this Agreement for whatever reason:
7.1 The Sponsorship Rights granted by the Event Owner to the Sponsor pursuant to the above clause 3 shall revert to the Event Owner and thereafter the Sponsor shall not use or exploit (directly or indirectly) its previous connection with the Event Owner or the Event;
7.2 The Sponsor shall deliver up to the Event Owner, at the Event Owner’s request, at the Sponsor’s own cost all artwork, transparencies, drawings, samples, materials and all related publicity and promotional materials in the Sponsor’s possession and/or control;
7.3 The Sponsor shall not make any further use of or reproduce or exploit any of the rights or licences granted under this Agreement or make any representation thereof that may be confusingly similar;
7.4 The Sponsor shall forthwith cease carrying on all business under this Agreement; and
7.5 Termination of this Agreement by either party and for any reason shall be without prejudice to any rights that may have accrued as at the date of such termination or which may accrue subsequently thereto to either party pursuant to or under the procedures set out in this clause 7.
8 FORCE MAJEURE
8.1 Subject to clause 7 of this Agreement:
8.1.1 If by any reason of any event of force majeure either of the parties to this Agreement shall be delayed in, or prevented from, performing any of the provisions of this Agreement then such delay or non-performance shall not be deemed to be a breach of this Agreement and no loss or damage shall be claimed by either of the parties from the other by reason thereof.
8.1.2 Should the exercise of the rights and obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any event of force majeure, then the obligations of the parties shall be suspended during the period of such hampering, interference or interruption consequent upon event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties hereto will use their reasonable endeavours to minimise and reduce any period of suspension occasioned by any of such events.
8.1.3 The expression ‘an event of force majeure’ shall mean and include fire, flood, casualty, lockout, strike or labour disputes or industrial action of any kind (except by staff of the party seeking to rely on this clause), unavoidable accident, breakdown of equipment, national calamity or riot, Act of God, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to war, or any other cause or event (whether of a similar or dissimilar nature) outside the control of the parties other than a shortage or lack of money.
9.1 Except as otherwise agreed in writing, including the release of agreed public announcements, the parties agree to keep all terms and particulars of this Agreement strictly confidential at all times, subject to any disclosure which may be required by law.
9.2 Nothing contained in this Agreement shall be deemed to create any relationship or partnership, joint venture or agency between the parties.
9.3 This Agreement may only be varied or amended by the written agreement of both parties.
9.4 The Sponsor shall not assign, sub-licence, divest or otherwise seek to delegate any of its rights and obligations hereunder without the prior written consent of the Event Owner.
9.5 A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided for by the written notice.
9.6 Should any term of this Agreement be considered void or voidable under any applicable law, the said term shall be severed or amended in such a manner as to render the remainder of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.
9.7 Shortlisted nominees are required to attend the event; if a shortlisted nominee does not attend then they may be removed from the shortlist.
9.8 Any notice given under this Agreement shall be in writing and shall be sent to the party to be served as above written or such other address of which notice has been previously given to the other party in accordance with this clause. All notices shall be delivered by hand or by first class letter. All notices shall be deemed to have been received if delivered by hand on the date of delivery and if posted on the expiration of 48 hours after posting.
9.9 This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
9.10 The construction, validity and performance of this Agreement (including non-contractual disputes or claims shall be governed in all respects by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.