The following definitions and rules of interpretation apply in this agreement.
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.
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Chosen Sponsorship Package: the sponsorship package selected from the Package Details, or as otherwise agreed between the Sponsor and the Organiser, as shown in the Contract Details.
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 clause 17.
Contract Details: the terms of the contract to which these terms apply and referred to as the Contract Details.
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”.
Event: the event, details of which are shown in the Contract Details.
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: any guidelines provided by the Organiser setting out the technical requirements or other conditions for the use and 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 clause 13 to determine any reduction in the Sponsorship Fee.
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.
Invoice: an invoice issued or to be issued by the Organiser to the Sponsor for the Sponsorship Fee.
Organiser: Partner Event Promotions Limited (company number 11237632) whose registered office is at Crowthers, Abacus House Pennine Business Park, Longbow Close, Huddersfield, West Yorkshire, HD2 1GQ.
Organiser’s Marks: the trade marks to be used for all promotion, advertising and marketing of the Event, as set out in Contract Details, 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.
Package Details: the package options for the Event provided to the Sponsor by the Organiser giving details of the items included within, inter alia, the Chosen Sponsorship Package.
Sponsor’s Marks: the trade marks provided by the Sponsor for the purposes of this agreement, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.
Sponsorship Fee: the sums set out and payable in accordance with clause 3.
Sponsorship Rights: the bundle of rights granted to the Sponsor as detailed in the Package Details.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Venue: means the premises where the Event is to take place, details of which are in the Contract Details.
(a) the Organiser is the owner or controller of the Commercial Rights and of all rights in the Event Marks;
(b) 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
(c) the Organiser shall be entitled to enter into any sponsorship arrangement with any third party subject only to any conditions or limitations expressly detailed in the Package Details. The Sponsor agrees that the Organiser shall not be, nor considered to be, nor deemed to be, in breach of any provision of this agreement as a result of entering into any such arrangement.
(a) for the delivery of the Sponsorship Rights;
(b) in perpetuity to promote and exploit the Event 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.
(a) to exercise the Sponsorship Rights strictly in accordance with the terms of this agreement. 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;
(b) to use any Event Marks and other branding materials provided by the Organiser in accordance with any Event Marks Guidelines;
(c) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this agreement;
(d) 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;
(e) 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;
(f) 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 this agreement;
(g) 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;
(h) to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights;
(i) 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;
(j) 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;
(k) 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 this agreement;
(l) to execute any further documentation and provide any assistance as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this agreement or any understanding or obligation under this agreement on any trade mark register or other register, or in any other way.
(a) arranging the attendance of and payment for all performers, artistes, musicians, celebrities, stewards, staff and personnel on public duty employed, engaged or appointed by the Organiser throughout the Event; and
(b) 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.
(a) it has full authority to enter into this agreement and is not bound by any agreement with any third party that adversely affects this agreement; and
(b) it has and will maintain throughout the term of this agreeement, all necessary powers, authority and consents to enter into and fully perform its obligations under this agreement.
(a) it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Organiser in relation to this agreement and the Organiser shall be entitled to see evidence to this effect on request;
(b) the Organiser’s use of the Sponsor’s Marks in accordance with clause 2.3 will not infringe the rights of any third party.
(a) as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party, provided that the indemnified party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the indemnifying party, but without obtaining the indemnifying party’s consent) if the indemnified party reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
(c) 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
(d) subject to the indemnifying party providing security to the indemnified party to the indemnified party’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the indemnifying party may reasonably request to avoid, dispute, compromise or defend the Claim.
(a) for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) for fraud or fraudulent misrepresentation;
(c) 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
(d) under the indemnities set out at clause 8.1 and clause 8.2.
(a) loss of revenue or anticipated revenue;
(b) loss of savings or anticipated savings;
(c) loss of business opportunity;
(d) loss of profits or anticipated profits;
(e) wasted expenditure; or
(f) any indirect or consequential losses.
(a) 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 2.3, the Organiser shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them; and
(b) all rights in the Organiser’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and the Sponsor shall not acquire any rights in the Organiser’s Marks, including any developments or variations of them.
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:
(a) the Organiser shall not be in breach of this agreement by virtue of that cancellation or abandonment;
(b) on the Organiser notifying the Sponsor of such cancellation this agreement shall automatically terminate and the provisions of clause 15 shall apply, save that the Sponsor shall have the right to negotiate a reduction in the Sponsorship Fee in accordance with clause 13.
(a) any change in any laws or regulatory provisions prior to the date of the Event which has an adverse impact on the value of the Sponsorship Rights;
(b) cancellation of the Event for any reason including as a result of a Force Majeure Event; or
(c) material changes to the nature or size of the Event.
(a) either party may apply to president for the time being of the Institute of Chartered Accountants of England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and
(b) this clause applies in relation to the new Expert as if he were the first Expert appointed.
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so. However, this 10 Business Day period will be reduced to three Business Days if the Organiser calls upon the Sponsor to remedy the breach during, or within, the 20 Business Day period before the Event begins;
(c) the other party repeatedly breaches any of the terms of this agreement 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 this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(e) 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 any of 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;
(f) 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 the other party (being a company, limited liability partnership or partnership) 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;
(g) 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);
(h) 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;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) the other party (being an individual) is the subject of a bankruptcy petition, application or order;
(k) 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;
(l) 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 clause 14.1(d) to clause 14.1(k) (inclusive);
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(n) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
(o) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
(a) a substantial portion of this agreement; or
(b) any of the obligations set out in clause 4, clause 5 or clause 7,
over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
(a) the Sponsorship Rights granted by the Organiser to the Sponsor under this agreement shall immediately terminate and revert to the Organiser;
(b) 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;
(c) each party shall promptly return to the other any property of the other within its possession or control;
(d) each party shall pay to the other any sums that are outstanding and to be accounted for under this agreement;
(e) the following clauses shall continue in force: clause 1 (Definitions and interpretation), clause 8 (Indemnities), clause 9 (Limitation of liability), clause 12 (Event cancellation), clause 15 (Consequences of termination), clause 17 (Confidentiality) and clause 21 (Set-off) to clause 30 (Governing law and jurisdiction).
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) 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;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) 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;
(f) collapse of buildings, fire, explosion or accident;
(g) 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);
(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
(i) interruption or failure of utility service.
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party 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
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this agreement, including:
(a) the terms of this agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(c) any information developed by the parties in the course of carrying out this agreement.
Representatives means, in relation to a party, its employees, officers, representatives and advisers.
(a) 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);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) 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
(d) the parties agree in writing is not confidential or may be disclosed.
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
(b) 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 and legally practicable); and
(c) certify in writing to the other party that it has complied with the requirements of this clause, 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 clause shall continue to apply to any such documents and materials retained by a recipient party.
All sums payable under this agreement 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 this agreement 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 this agreement 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).
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This agreement is 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 this agreement.
No failure or delay by a party to exercise any right or remedy provided under this agreement 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.
(a) 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
(b) sent by fax to its main fax number; or
(c) sent by email to the address specified by the relevant party for this purpose.
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) 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.
(c) if sent by fax or email, at 9.00 am on the next Business Day after transmission.
This agreement 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 this agreement or its subject matter or formation.