Event sponsorship Terms and Conditions
Affiliate: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (together referred to in this definition as an ‘entity’) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, Agreement or other document regulation such entity) that the affairs of such entity are conducted in accordance with its wishes and “control” and “controlled” shall be construed accordingly.
Agreement: these Terms and Conditions and the Order Form
Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together, its “Representatives”) to the other party and that party’s Representatives after the date of this Agreement in connection with the grant of Sponsorship Rights in this Agreement, concerning:
(a) the terms of this Agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, affairs, customers, clients, suppliers, plans of the disclosing party; and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).
(c) any information developed by the parties in the course of carrying out this Agreement;
(d) any information detailed in the Schedule attached.
It does not include information that:
(a) was known to the receiving party before the information was disclosed to it by the disclosing party;
(b) the parties agree in writing is not confidential or may be disclosed;
(c) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(d) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(e) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(f) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
Data Protection Legislation means (i) the Data Protection Act 2018 and unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.
Designation: as set out in the Order Form.
Event Marks: the Organiser’s Marks and the Designation used singularly or collectively in association with the Event or in the exercise of the Sponsorship Rights.
Force Majeure Event: any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, performer’s property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order Form: the order form completed and signed by the parties or other written confirmation setting out the primary particulars of the arrangements agreed between the parties in respect of this Agreement.
The Organiser: the signatory company specified in the Order Form entering into this Agreement with the Customer.
Organiser’s Marks: the trade marks, brands and logos associated with the Publication to be used for all promotion, advertising and marketing of the Event, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event.
Publication: as set out in the Order Form
Sponsor: the entity whose details are set out in the Order Form referred to therein as ‘the Customer’.
Sponsor’s Marks: the Sponsor’s proprietary marks and logos details of which are supplied to the Organiser together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.
Sponsorship Fee: the sums set out in the Order Form and payable in accordance therewith.
Sponsorship Rights: the bundle of rights associated with the Event granted to the Sponsor as set out in the Order Form.
Start Date: the date specified as such in the Order Form
Term: the period as set out in clause 3.
1.2 The Schedules and Order Form form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules.