2018

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Science Impact Limited Standard Terms and Conditions

  1. Interpretation

    The following definitions and rules of interpretation apply in the Contract.

    1. Definitions. In these Conditions, the following definitions apply:
      “Affiliate” any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
      “Applicable Laws” the laws of England and Wales and the European Union 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.
      “Booking” the Sponsor’s offer to proceed on the terms of the,Proposal, as set out in the Sponsor’s booking form, or the Sponsor’s written acceptance of the Proposal, or overleaf, as the case may be.
      “Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      “Conditions” these terms and conditions as amended from time to time in accordance their terms.
      “Commencement Date” has the meaning set out in Condition 2.2.
      “Commercial Rights” any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.
      “Confidential Information” has the meaning given in Condition 18.1.
      “Contract” the contract between the Organiser and the Sponsor for sponsorship in accordance with these Conditions.
      “control” the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
      “Designation” the designation “Official Sponsor of STEMM Equality Congress”.
      “Event” the event or series of events collectively, details of which are set out in the Proposal.
      “Event Marks” the Organiser’s Marks and the Designation used singularly or collectively in association with the Event or in the exercise of the other Sponsorship Rights.
      “Event Marks Guidelines” the Organiser’s guidelines setting out the technical requirements for the reproduction of the Event Marks, as these guidelines may be amended by the Organiser from time to time by notice in writing to the Sponsor.
      “Expert” a person appointed in accordance with Condition 14 to determine any reduction in the Sponsorship Fee.
      “Force Majeure Event” has the meaning given in Condition 17.1.
      “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.
      “Organiser” Science Impact Limited a limited company registered in England and Wales with company number 10100108 and with our registered office at 42 Ravenswood Road, Redland, Bristol BS6 6BT.
      “Organiser’s Marks” the trade marks to be used for all promotion, advertising and marketing of the Event, as may be set out in the Proposal, 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.
      “Proprietor” the owner of the Venue, details of which are set out in the Proposal.
      “Proposal” means the sponsorship proposal submitted by the Organiser to the Sponsor, setting out in particular the name of the Event, the date(s) of the Event and the Venue(s) at which the Event is to take place.
      “Sponsor” the person or firm who provides sponsorship to the Organiser in connection with an Event.
      “Sponsor Category” the sponsorship category set out in the Proposal.
      “Sponsor’s Marks” the trade mark(s) as set out in the Proposal, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.
      “Sponsor’s Products” the products or services to be provided by the Sponsor and, where applicable, the Sponsor’s Premiums, in each case as set out in the Proposal.
      “Sponsor’s Premiums” any article which is used to promote the Sponsor and or the sale of the Sponsor’s Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with the Event Marks.
      “Sponsor’s Event Materials” any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor’s Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor’s Products and the Sponsor’s Premiums.
      “Sponsorship Fee” the sums set out and payable in accordance with Condition 4.
      “Sponsorship Rights” the bundle of rights granted to the Sponsor as set out in the Proposal, which includes the licence of the Event Marks granted in Condition 3.1.1.
      “Term” has the meaning given in Condition 2.3.
      “Territory” as set out in the Proposal.
      “VAT” value added tax chargeable under the Value Added Tax Act 1994.
      “Venue” means the premises where the Event is to take place, details of which are set out in the Proposal.
    2. Construction. In these Conditions, the following rules apply:
      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      2. a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
      3. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
      4. a reference to writing or written includes fax and e-mail;
      5. any obligation on a party not to do something includes an obligation not to allow that thing to be done;
      6. 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 contract

    1. The Booking constitutes an offer by the Sponsor to proceed on the terms of the Proposal in accordance with these Conditions.
    2. The Booking shall only be deemed to be accepted when the Supplier issues written acceptance of the Booking at which point and on which date the Contract shall come into existence (“Commencement Date”).
    3. The Contract shall continue, unless terminated earlier in accordance with Condition 15, for the period set out in the Proposal.
    4. The Contract constitutes the entire agreement between the parties. The Sponsor acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Organiser which is not set out in the Contract.
    5. Any samples, drawings, descriptive matter or advertising issued by the Organiser or contained on the Organiser’s website at www.stemmequality.com are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.
    6. These Conditions apply to the Contract to the exclusion of any other terms that the Sponsor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    7. Any quotation or proposal given by the Organiser shall not constitute an offer, and is only valid for a period of 40 Business Days from its date of issue.
  3. Grant of rights and reservations

    1. The Organiser grants and the Sponsor accepts:
      1. a licence to use the Event Marks on the Sponsor’s Products and in advertising for the Sponsor’s Products; and
      2. the other Sponsorship Rights, during the Term, for the Territory and in accordance with the terms and conditions set out in the Contract.
    2. All rights not expressly granted to the Sponsor under the Contract are reserved to the Organiser. The Sponsor acknowledges and agrees that:
      1. the Organiser is the owner or controller of the Commercial Rights and of all rights in the Event Marks;
      2. the Sponsor shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Commercial Rights other than the Sponsorship Rights; and
      3. the Organiser shall be entitled to enter into any sponsorship arrangement with any third party outside of the Sponsorship Category. The Sponsor agrees that the Organiser shall not be, nor considered to be, nor deemed to be, in breach of any provision of the Contract as a result of entering into that arrangement.
    3. If any of the Sponsorship Rights are expressed to be exclusive, the Organiser shall not grant the same rights to a third party for use in advertising, marketing or promoting products or services in the Sponsor’s Category.
    4. The Sponsor grants and the Organiser accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Marks:
      1. during the Term for the delivery of the Sponsorship Rights;
      2. in perpetuity to promote and exploit the Event and subsequent events in any media whether now known or yet to be invented (including in a computer game, on a website or mobile-device application) including by use on promotional material and merchandising.
  4. Sponsorship Fee

    1. In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay the Organiser the fee set out in the Proposal which shall be the Sponsorship Fee, payable in the instalments and on the dates set out in the Proposal.
    2. All amounts payable to the Organiser under the Contract 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.
    3. No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee, whether in respect of the manufacture, sale, distribution or advertisement of the Sponsor’s Products or otherwise.
  5. Obligations of the Sponsor

    1. The Sponsor undertakes to the Organiser:
      1. to exercise the Sponsorship Rights strictly in accordance with the terms of the Contract. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way;
      2. to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines;
      3. to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials;
      4. to submit to the Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale;
      5. to ensure that all Sponsor’s Event Materials shall comply in all respects with the samples approved in accordance with Condition 5.1.4;
      6. to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour;
      7. to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with Condition 5.1.2 to Condition 5.1.6;
      8. to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under the Contract;
      9. to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights;
      10. not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trade mark for any goods or services;
      11. not to use 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 the Contract;
      12. not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights;
      13. to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights;
      14. to use its reasonable endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or the image of the Event, the Organiser or the Venue;
      15. to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser;
      16. to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of the Contract;
      17. to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of the Contract or any understanding or obligation under the Contract on any trade mark register or other register, or in any other way.
    2. The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without the Organiser’s prior written consent.
    3. The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.
  6. Obligations of the Organiser

    1. The Organiser shall procure the organisation and staging of the Event at the Venue at its sole cost and expense in accordance with the terms of the Contract.
    2. The Organiser confirms that it shall be responsible for:
      1. arranging the attendance of and payment for all stewards, staff and personnel on public duty employed, engaged or appointed by the Organiser throughout the Event;
      2. the printing and supply of flysheets, posters, programmes, admission tickets, stationery, publicity material and advertisements in local and national press which shall bear the Event Marks.
    3. The Organiser shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor.
    4. The Organiser shall ensure that all relevant Sponsor signage and advertising to be delivered as part of the Sponsorship Rights is properly in place and operational and not concealed or obscured from view at any time.
    5. The Organiser shall use its reasonable endeavours to procure that broadcasters will not use any method (whether existing now or in the future, including live or near-live post-production methods) to alter or change in any way whatsoever any and all Venue advertising and promotion materials (including banners, boards and hoardings) featuring the Sponsor’s Marks in any televisual coverage of the Event.
    6. The Organiser confirms that, whenever possible, it will ensure that the Sponsor’s Marks will be present in accordance with the Contract and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material.
    7. The Organiser shall comply with all Applicable Laws relevant to its performance of the Contract 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.
    8. The Organiser accepts that, regardless of the obligations of the Organiser to promote the Event within the terms of the Contract, the Sponsor shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own products, goodwill and reputation through the Sponsor’s association with the Event on and subject to the terms of the Contract.
  7. Representations and warranties

    1. Each party warrants and undertakes to the other that:
      1. it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract; and
      2. it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract.
    2. The Organiser represents to the Sponsor that:
      1. the Organiser owns or controls the Event and the Event Marks and that the Sponsor’s use of the Event Marks and its exercise of the other Sponsorship Rights in accordance with the provisions of the Contract shall not infringe the rights of any third party;
      2. it has entered into a bona fide written agreement for the use of the Venue with the Proprietor and has made all administrative and financial arrangements necessary for the smooth running of the Event, including the hiring of the Venue and any prior arrangements required by the Proprietor, the local authority, the local community and the police.
    3. The Sponsor represents and warrants that:
      1. it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Organiser in relation to the Contract and the Organiser shall be entitled to see evidence to this effect on request;
      2. the Organiser’s use of the Sponsor’s Marks in accordance with Condition 3.4 will not infringe the rights of any third party.
  8. Anti-bribery

    1. Each party agrees that it shall 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.
    2. Breach of this Condition 8 shall be deemed a material breach under Condition 15.1.2.
  9. Indemnities

    1. The Sponsor shall indemnify the Organiser 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 Organiser arising out of or in connection with:
      1. any claim made against the Organiser 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 Organiser’s use of the Sponsor’s Marks in accordance with the Contract;
      2. any claim made against the Organiser by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Sponsor’s Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by the Organiser of any use of the Event Marks on the Sponsor’s Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Sponsor’s Event Materials and shall not affect this right of indemnification.
    2. The Organiser shall indemnify the Sponsor 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 Sponsor arising out of or in connection with any claim made against the Sponsor 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 Sponsor’s use of the Organiser’s Marks in accordance with the Contract.
    3. If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this Condition 9 (a “Claim”), the indemnified party shall:
      1. as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
      2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed);
      3. give the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim; and
      4. be deemed to have given to the indemnifying party sole authority to avoid, dispute, compromise or defend the Claim.
    4. If a payment due from the indemnifying party under this Condition is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.
    5. Nothing in this Condition shall restrict or limit the indemnified party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
  10. Limitation of liability

    1. Nothing in the Contract shall limit or exclude a party’s liability:
      1. for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. for fraud or fraudulent misrepresentation;
      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
      4. under the indemnities set out at Condition 9.1.1, Condition 9.1.2 and Condition 9.2.
    2. Subject to Condition 10.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:
      1. loss of revenue or anticipated revenue;
      2. loss of savings or anticipated savings;
      3. loss of business opportunity;
      4. loss of profits or anticipated profits;
      5. wasted expenditure; or
      6. any indirect or consequential losses.
    3. Subject to Condition 10.1, the Organiser’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Contract shall be limited to the amount of the Sponsorship Fee paid under or pursuant to the Contract (“the Cap”), always provided that where any sums are refunded to the Sponsor pursuant to Condition 14 the Cap shall be reduced by the amount of such refund.
  11. Intellectual Property Rights

    1. The Organiser and the Sponsor acknowledge as follows:
      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 Condition 3.4, the Organiser shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them;
      2. all rights in the Organiser’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and, save as expressly provided in Condition 3.1.1, the Sponsor shall not acquire any rights in the Organiser’s Marks, including any developments or variations of them.
    2. All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser or jointly by the Organiser and the Sponsor shall, with the exception of the Sponsor’s Marks, be the sole and exclusive property of the Organiser and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Organiser on request, whenever that request is made.
  12. Insurance

    1. The Sponsor confirms that it shall arrange a comprehensive insurance policy, at its sole cost, for the following:
      1. public liability at the Venue during the course of the Event, in respect of the Sponsor’s Products and any other materials or goods owned or controlled by the Sponsor, which, in respect of any individual claim is not less than £1 million;
      2. to cover any loss, damage or claim arising directly or indirectly by the public’s use of the specific product or services being promoted by the Sponsor, together with all other goods or services associated with the Sponsor’s Marks.
    2. The Organiser confirms that it will take out a comprehensive insurance policy for the Event, including adequate public liability insurance for injury or death of any participants, performers or spectators.
  13. Event cancellation

    1. The Organiser reserves the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:
      1. the Organiser shall not be in breach of the Contract by virtue of that cancellation or abandonment;
      2. on the Organiser notifying the Sponsor of such cancellation the Contract shall automatically terminate and the provisions of Condition 16 shall apply, save that the Sponsor shall have the right to negotiate a reduction in the Sponsorship Fee in accordance with Condition 14.
  14. Right of negotiation of reduction

    1. Without prejudice to the other rights of the Sponsor under the Contract, the parties agree to negotiate a reasonable reduction and, where applicable, refund of the Sponsorship Fee to reflect any material restriction in the benefit or value of the Sponsorship Rights to the Sponsor, including if any of the following events occurs during the Term:
      1. any change in any laws or regulatory provisions which has an adverse impact on the value of the Sponsorship Rights;
      2. cancellation of the Event for any reason including as a result of anticipated low attendance or a Force Majeure Event.
    2. The Sponsor shall notify the Organiser within 10 Business Days from the occurrence of an event (if a specific event or otherwise as soon as practicable) that the Sponsor wishes to obtain a reduction and/or refund of the Sponsorship Fee. The Organiser and the Sponsor shall negotiate in good faith to agree an appropriate reduction and/or refund to reflect the reduced value of the Sponsorship Rights as a result of the occurrence of an event.
  15. Termination

    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of the Contract 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 3 days if the Organiser calls upon the Sponsor to remedy the breach during, or within, the 14 day period before the Event begins;
      3. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
      4. the other party suspends, or threatens to suspend, payment of its debts or is unable or deemed unable to pay its debts as they fall due or admits inability to pay its debts;
      5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
      8. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
      11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 15.1.4 to Condition 15.1.10 (inclusive); or
      12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  16. Consequences of termination

    1. On termination or expiry of the Contract:
      1. the Sponsorship Rights granted by the Organiser to the Sponsor under the Contract shall immediately terminate and revert to the Organiser;
      2. following termination of the Sponsorship Rights and their reversion to the Organiser the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Organiser or the Event;
      3. within 120 days after the date of termination, the Sponsor shall destroy or, if the Organiser shall so elect, deliver to the Organiser or any other person designated by the Organiser, at the Sponsor’s expense, all Sponsor’s Event Materials in its possession or control;
      4. each party shall promptly return to the other any property of the other within its possession or control;
      5. each party shall pay to the other any sums that are outstanding and to be accounted for under the Contract;
      6. the following Conditions shall continue in force: Condition 1 (Definitions and interpretation), Condition 9 (Indemnities), Condition 10 (Limitation of liability), Condition 13 (Event cancellation), Condition 16 (Consequences of termination), Condition 18 (Confidentiality) and Condition 22 (Set-off) to Condition 24 (Governing law and jurisdiction).
    2. Termination or expiry of the Contract 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.
  17. Force majeure

    1. “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:
      1. acts of God, flood, drought, earthquake or other natural disaster;
      2. epidemic or pandemic;
      3. 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;
      4. nuclear, chemical or biological contamination or sonic boom;
      5. 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;
      6. collapse of buildings, fire, explosion or accident;
      7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this Condition, or companies in the same group as that party);
      8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this Condition); and
      9. interruption or failure of utility service.
    2. Provided it has complied with Condition 17.4 and subject to Condition 13, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of the Contract 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.
    3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
    4. The Affected Party shall:
      1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, 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 the agreement; and
      2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    5. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate the Contract by giving 14 days written notice to the Affected Party.
  18. Confidentiality

    1. “Confidential Information” means 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 whether before or after the date of the Contract concerning:
      1. the existence and terms of the Contract;
      2. any information that would be regarded as confidential by a reasonable business person relating to:
        1. the business, affairs, customers, clients, suppliers, plans , intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
        2. 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);
      3. any information developed by the parties in the course of carrying out the Contract.
    2. The provisions of this Condition shall not apply to any Confidential Information that:
      1. 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 Condition);
      2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
      3. 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;
      4. the parties agree in writing is not confidential or may be disclosed; or
      5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
    3. Each party shall keep the other party’s Confidential Information confidential and shall not:
      1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Contract (“Permitted Purpose”); or
      2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Condition.
    4. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
      1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
      2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this Condition.
    5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Condition 18.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    6. A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
    7. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Condition are granted to the other party, or to be implied from the Contract.
    8. On termination of the Contract, each party shall:
      1. return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
      2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and
      3. certify in writing to the other party that it has complied with the requirements of this Condition, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this Condition shall continue to apply to any such documents and materials retained by a recipient party, subject to Condition 15.
    9. Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.
  19. Announcements

    1. Subject to Condition 19.2, no party shall make, or permit any person to make, any public announcement, communication or circular (“announcement”) concerning the Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed).
    2. Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other parties. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.
  20. Value added tax

    All sums payable under the Contract are exclusive of any VAT that may be payable by either party.

  21. Interest

    If a party fails to make any payment due to the other party under the Contract by the due date for payment, then, without limiting the other party’s remedies under Condition 15, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

  22. Set-off

    All amounts due under the Contract shall be paid by the Sponsor to the Organiser 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

    1. Nothing in the Contract 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.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  24. General

    1. Assignment and other dealings.
      1. Neither party shall, without the prior written consent of the other party, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. Notices.
      1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 12.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
      3. The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance. If any provision or part-provision of the Contract 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 Condition shall not affect the validity and enforceability of the rest of the Contract.
    4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
    8. Governing law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).