In this Agreement the following words and phrases shall, unless the context otherwise requires, have the following meanings:
- “Activity” – the sponsorship activity set out in the relevant Partnership Package Details.
- “Commercial Rights” – any and all rights of a commercial nature connected with the Activity, including without limitation broadcasting rights, new media rights, sponsorship rights, merchandising rights, hospitality rights, licensing rights, promotional rights, and advertising rights.
- “Confidential Information” – all and any information of whatever nature which is communicated in writing, orally or electronically from one party (the “Discloser”) to the other party (the “Recipient”) disclosed under or in relation to this Agreement including but not limited to any term of this Agreement and sensitive business information of either party.
- “Data Protection Legislation” – all applicable data protection and privacy legislation, regulations and guidance including the Privacy and Electronic Communications (EC Directive) Regulations and any guidance or codes of practice issued by the European Data Protection Board or the Information Commissioner from time to time, together with: (a) prior to 25 May 2018, the Data Protection Act 1998; and (b) from 25 May 2018 onwards Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”), as amended by the UK Data Protection Bill (in each case, all as amended, updated or re-enacted from time to time).
- “Designation” – the designation and name for the Partnership and/of Event(s) as set out in the relevant Partnership Package Details.
- “Event(s)” – the individual events or activity (which collectively comprise the Activity) as set out in each relevant partnership details, or otherwise used by TAF.
- “Force Majeure Event” – any event affecting the performance of any provision in this Agreement or the ability of any speaker or other person or any third party from attending at or managing or running any Event, arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including but not be limited to acts of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, lock-outs or industrial action, or failure or shortage of power supplies.
- “Intellectual Property Rights” – rights in all patents, domain names, registered designs, design rights, copyrights, database right, trademarks, trade names, logos, trade secrets and know how, moral rights, applications for any of the above and the right to make applications and any and all other intellectual or industrial property rights of any description (or rights of a similar nature) anywhere in the world (i) existing now or at any time in the future and (ii) whether registered or registrable or not.
- “Materials” – any written content, newsletters, reports, guidelines, conference or event materials, pop-up stands, displays, stands, giveaways, advertising, brochures, publicity material, invitations, website, branding, logos, artwork and other materials.
- “Payment Terms” – payment schedule as set out in the relevant Partnership Package Details.
- “Sponsor Materials” – any Materials created by or used by or for or associated with or relating to the Activity by the Sponsor, as set out in in the relevant Work Order.
- “Sponsorship Rights” – the bundle of rights granted to the Sponsor including the rights of the Sponsor to be associated with the Activity.
- “Sponsorship Fee” – the sum payable by the Sponsor for the provision of Sponsorship Services provided by TAF, which is set out in the relevant Partnership Package Details.
- “Sponsorship Services” – the services provided by TAF to the Sponsor associated with the Activity, as specified in the relevant Partnership Package Details, including but not limited to the grant of Sponsorship Rights.
- “TAF Materials” – any Materials created by or used by or for or associated with or relating to the Activity by TAF.
- “Term” – the period from the Commencement Date to the Expiry Date, as set out in each relevant Activity T&C’s.
1.1 For the purposes of this Agreement a ‘person’ shall be construed to include any individual, firm, body, corporate government or state, association or partnership, whether or not having a separate legal personality.
1.2 Where the Sponsor is not acting as an individual, the person or persons signing the Sponsorship Form on behalf of the Sponsor shall be deemed to have full authority to do so on behalf of the company or other entity it represents and the Sponsor shall have no right to claim as against TAF that such a person or persons did not have such authority.
1.3 The terms of this Agreement shall be governed by and construed in accordance with English law and the English courts shall have jurisdiction for all matters arising under it.
1.4 Any person who is not a party to this Agreement may not enforce its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
1.5 The Contract contains all the terms which the Sponsor and TAF have agreed in relation to the activity and supersedes any prior written or oral agreements, representations or understandings between the parties. The Sponsor acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of TAF which is not set out in the Contract.
1.6 In addition to the inclusions of the Contract as detailed above, the Sponsor shall have the following rights (‘Rights’) to:
188.8.131.52 Promote itself as being an Official TAF Sponsor, such promotions being subject to TAF approval and being by any normal promotional and advertising means providing that all references to the Event and all promotional and advertising materials will:
- Credit the TAF in a manner and form reasonably acceptable to TAF;
- be in the correct context;
- be in good taste and of a quality of presentation which is consistent with the standing of the Event and the reputation and status of TAF; and
- use the TAF logo (where specifically permitted). For the avoidance of doubt, the Official TAF Sponsor may not use the TAF logo on its website other than as specified in the Branding section of this Agreement.
2) TAF Responsibilities
2.1 TAF shall use its reasonable endeavours to deliver the activity outlined in the relevant Partnership Package Details in accordance with the terms of this Agreement.
2.2 TAF in performing its obligations under this Agreement shall adhere to the Sponsor’s Brand Guidelines, where these have been provided to TAF.
2.2.1 TAF will promote the Partnership and activity in such manner as it considers appropriate and reserves the right to amend or vary the manner or methods of such organisation and promotion.
2.2.2 Any statements made by or on behalf of any Event as to audience projections or methods or timing of promotion shall constitute only general indications of the Event promotion and organising strategy and shall not amount to any representation or warranty.
2.2.3 TAF shall ensure that all relevant Sponsor signage and advertising to be delivered as part of the sponsorship package is properly in place, operational and promoted effectively.
2.2.4 TAF warrants that it has all appropriate consents, authorisations, approvals, licences and permissions to deliver the activity outlined in the relevant Partnership Package Details.
2.2.5 TAF will not be responsible for the security of items brought in by the Sponsor, its employees, agents or Contractors and shall have no liability to the Sponsor arising from the loss of or damage to such items.
3) Sponsor Responsibilities
3.1 Use TAF Materials only where specifically permitted by TAF and only in accordance with TAF’s Brand Guidelines.
3.2 Ensure that all references by the Sponsor to the Activity and in all Sponsor Materials are:
- in the correct context and in good taste; and
- of a high quality of presentation consistent with the standing of the Activity and the reputation and status of TAF;
3.3 The Sponsor shall submit to TAF for its prior written approval, not to be unreasonably withheld or delayed, samples of all Sponsor Materials and any reports, advertising, promotional or other Material or any press release which associates the Sponsor with an Activity, a reasonable time before their promotion, distribution or production.
3.4 Except where such insurance is covered by the Landlord’s insurance, the Sponsor maintain adequate public liability insurance.
3.5 The Sponsor warrants that its materials will not breach any contract or infringe or violate any copyright, trade mark or any other personal or proprietary rights of any person or render TAF liable to any claim or proceedings whatsoever.
3.6 The Sponsor must adequately insure and keep itself insured to cover its liabilities under this Contract and shall, if so required, submit to TAF the policy of insurance and receipt for the premium for inspection.
3.7 The Sponsor, and any Contractors employed by it, shall comply with all obligations laid out below, any obligations imposed by the Landlord, and all applicable law and regulations.
3.8 The Sponsor shall notify all agents or Contractors employed by it of such of the obligations laid out in these terms and conditions as may affect such agents or Contractors.
3.9 The Sponsor shall have sole responsibility for any claims arising from the actions of its Contractors.
3.10 The Sponsor shall ensure that no individuals employed by it at the Event behave in a manner which TAF reasonably believes to be detrimental to the Event.
4) Costs and payment terms
4.1 The Official TAF Sponsor agrees to pay the Trade Association Forum Ltd the sponsorship fee as set out in the terms of the Partnership Package Details.
4.2 Payment will be made in accordance with the payment schedule set out as part of the sponsorship package details.
4.3 All sums payable under this Contract are exclusive of any value added tax or any other applicable tax which the Sponsor shall pay in addition when due.
4.4 In the event of late payment of the Sponsorship Fee, or any other costs or expenses as may be due by the Sponsor to TAF during this Agreement, TAF reserves the right to charge interest on any late payment at a rate of 4% per annum (calculated daily) above the base rate of Barclays Bank from time to time from the relevant payment date until payment is received in full.
4.5 If the Sponsor has not paid the Sponsorship Fee by the relevant date(s), TAF reserves the right to withdraw its provision of the Sponsorship Services. The Sponsor shall be given no less than 2 Business Days’ notice of TAF’s intention to withdraw its provision of the Sponsorship Services and shall not be entitled to a refund of any part of the Sponsorship Fee already paid.
4.6 The Sponsor will be responsible for all their own travel expenses in attending any events.
4.7 Payment for any other costs associated with the agreement (e.g., for extra delegate places, etc), will be invoiced separately as necessary. The invoice must be paid prior to the Event taking place.
5.1 Any information provided by TAF to the Sponsor in any presentation, media pack, advance notification, programme, agenda or mailing by TAF is indicative only and TAF gives no warranty or undertaking as to the accuracy of this information.
5.2 The TAF shall use best endeavours to align with the information provided in advance, and any deviation shall not give rise to a material change.
6) Exclusion Of Liability
6.1 In the event of any breach of a party’s express obligations under this Contract, each party’s respective remedies will be limited to 100% of the fees paid under this Agreement in the 12 months prior to the breach occurring.
6.2 Each party does not exclude its liability (if any) to the other:
– for personal injury or death resulting from the other party’s negligence;
– for fraud or fraudulent misrepresentation.
– for any matter for which it would be illegal for a party to exclude or to attempt to exclude its liability.
7) Intellectual Property
7.1 The Sponsor and TAF acknowledge that all intellectual property rights and all other rights in the Sponsor materials shall be owned by and remain the property of the Sponsor.
8) Data Protection
8.1 For the purposes of this clause, ‘Data Protection Legislation’ means: any applicable law relating to the processing, privacy, and use of personal data, as applicable to the Supplier, the Customer and/or the Services, including: the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any laws or regulations implementing or replacing Directive 95/46/EC (Data Protection Directive) or Directive 2002/58/EC (ePrivacy Directive); and/or; the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and/or any corresponding or equivalent implementing laws, regulations and secondary legislation, as amended or updated from time to time; any judicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant supervisory authority.
8.3 The Sponsor acknowledges that TAF may provide it with Event Data from time to time and agrees not to process Event Data other than for the purposes agreed with TAF or in a manner that may breach (or result in TAF breaching) the General Data Protection Regulation or applicable Data Protection Legislation.
9) Cancellation, variation and Renewal Terms
9.1 Subject to the termination provisions set out in this clause and any additional rights of termination set out in the relevant Partnership Package Details, this Agreement shall continue for the Term.
9.2 Either party may terminate this Agreement by giving written notice to the other party if that other party:
– remains in breach of a material obligation under this Agreement for more than 14 days after the injured party has given the party in breach a written notice specifying the breach and requiring its remedy; or
– enters into liquidation or any composition with its creditors, or has a resolution passed to wind up (except for amalgamation or re-construction) or has a receiver, administrator or administrative receiver appointed over all or any part of its assets; or ceases permanently to trade or threatens to do so;
– has a receiver appointed under the Mental Health Act 1983, or dies; or
– TAF reasonably believes that any of the events mentioned above is about to occur and notifies the Sponsor accordingly.
9.3 TAF may immediately terminate this Agreement by giving the Sponsor written notice if the Sponsor does anything which in the reasonable opinion of the TAF could damage the reputation of the TAF or otherwise bring the TAF into disrepute.
9.4 If the Event is abandoned for whatever reason, TAF shall refund any payments received from the Sponsor. The Sponsor shall have no other claim whatsoever against TAF.
9.5 Should TAF be prevented from performing their obligations under this Agreement due to an event out of their reasonable control (a “Force Majeure Event”), and ordinary performance is not resumed within 14 days’ notice of the Force Majeure Event, then the Sponsor shall have the right to issue notice to terminate this Agreement and TAF shall refund any payments received from the Sponsor.
9.6 If by rearrangement or postponement of the date of the Event(s) or by substitution of an alternative venue for the Event or by means of any other reasonable arrangement the Event can be held, the Contract shall be binding on the parties save that it shall be deemed to be varied so as to allow for any necessary change of venue, dates, duration of the Event, size of the Sponsor’s Space, location or otherwise. Where the date of the Event is rearranged or postponed or there is a substitution of venue for instances other than a Force Majeure event, and the Sponsor is therefore unable to attend or support the Event as a result of such change, TAF shall refund any payments received from the Sponsor.
10) Force Majeure
10.1 Neither party shall be in breach of the Agreement if there is any total or partial failure of performance by it of its duties and obligations as a result of any act of God, fire, pandemic, epidemic, act of government or state, act of third-party war, civil commotion, insurrection, act of terrorism, embargo, failure of utility supplies or other reason beyond its reasonable control (“Force Majeure Event”), provided that it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance.
10.2 If it is not safe or not possible to deliver the Activity (on the date set out in the Work Order) due to a Force Majeure Event, we may, subject to availability, offer you a reasonable number of alternative dates for delivery of the Activity, such alternative dates being within 12 months of the original Activity date. You agree in good faith to consider such alternative dates and to negotiate in good faith to agree an alternative date for delivery of the Activity (“Alternative Date”).