Sponsorship Terms and Conditions

In these Terms and Conditions:

Agreement: means these terms and conditions and the Form;

Cancellation Charge: means tile charge payable for cancellation or termination of this Agreement as detailed in the Form together with (in addition) any VAT or similar taxes payable on it;

Event: means the event detailed on the Form;

Fees: means the fee payable as set out in the Form;

Form: means the “Sponsorship Contract Form” signed on behalf of the Sponsor and containing details of the Sponsor, the Event and the Fees;[FC to see Form] . :

Organiser: means Metropolis Business Media, a trading name of Metropolis International Group Limited no. 02916515 England, registered office at 140 Wales Farm Road, London W3 6UG or its permitted assignees;

Rights: means the Rights detailed in the Form;

Sponsor: means the person, firm or company whose details are specified in the Form;

Stand: means (if applicable) a display promoting the business of the Sponsor to be erected for the duration of the Event in the Stand Space;

Stand Space: means (if applicable) any area in the Venue licensed to the Sponsor in accordance with the Agreement; and

Venue: means the place where the Event will be held.

1.2 references to clauses are to clauses of these Terms;

1.3 references to the Organiser and the Sponsor include their permitted successors and assigns;

1.4 references to statutory provisions include those statutory provisions as amended or re-enacted

2 Agreement 

3 Fees and Payment 

3.1 The Sponsor agrees to pay the Fee as set out in the Form.

3.2 All Fees are stated exclusive of VAT which shall be payable, if required by law, by the Sponsor at the applicable rate and in addition to the Fees.

3.3 Any payments not made on their due date shall bear interest from day to day both before and after judgement at the rate 5% above the Bank of England base rate from time to time.

3.4 the Organiser may at its sole discretion:

3.4.1 [refuse the Sponsor’s admission to the Venue for the Event – please state appropriate action – FC] until payment has been made in full; and/ or

3.4.2 demand payment of the following fixed sum, together with any reasonable costs incurred in recovering any such late payment in excess of the relevant fixed sum:

Amount of debt Charge

Up to £999.99 £40

£1,000 to £9,999.99 £70

£10,000 or more 100

In return for payment of the Fee, the Organiser shall grant to the Sponsor the Rights.

5.1 The Sponsor warrants that it has the full right and title to license and hereby grants to the Organiser a licence to use the Sponsor’s trade marks for the purposes set out in this Agreement. Any goodwill accruing from the Organiser’s use of the Sponsor’s trade marks shall inure to the benefit of the Sponsor. If this Agreement is terminated, the Organiser may continue to use, and is not obliged to destroy or replace any materials produced in relation to the Event under licence unless: (i) it is reasonably able to do so; and (ii) the Sponsor bears all costs, including the costs of producing replacement materials.

5.2 The Sponsor shall defend the Organiser from and against any claim or action arising from the use of such trade marks where such use or possession infringes the intellectual property rights (including, but not limited to, any copyright, patent, database right, registered design or trade mark) of a third party and shall indemnify the Organiser from and against any losses incurred by or awarded against the Organiser as a result of or in connection with such claim or action.

5.3 The Sponsor is responsible for all materials it provides to the Organiser, and shall ensure that they are not offensive or defamatory, and comply with all relevant codes of practice and legislation, including without limitation the UK Codes of non-broadcast advertising, sales promotion and direct marketing. The Sponsor shall indemnify the Organiser and all its subcontractors against any loss they may suffer (whether awarded or settled) arising out of a breach of this clause. If the Organiser has reason to believe that any of the materials provided may not comply with this clause it may withdraw such materials immediately, without notice and at the Sponsor’s cost.

6.1 The Organiser shall procure that the Rights are licensed to the Sponsor (in common with the Organiser and all others authorised by the Organiser) on a nonexclusive basis as necessary to exercise the Rights. The licence shall last for the duration of the Event or until this Agreement is otherwise terminated or cancelled.

6.2 The Sponsor shall abide by all requirements, laws, rules and regulations, whether imposed by the Organiser, the proprietors or managers of the Venue or any municipal or other competent authority.

6.3 The Organiser reserves the right at its absolute discretion to exclude or remove from the Event any person whose presence is undesirable in the Organiser’s opinion and the Organiser may exercise such right notwithstanding that any such person is the employee, agent or permitted contractor of the Sponsor or otherwise in any way connected or associated with the Sponsor.

6.4 If the Organiser determines, at its sole discretion, that any element of the Sponsor’s activity is inappropriate for the Event then the Sponsor shall remove such material immediately upon receiving notice from the Organiser.

7.1 Where the Rights include a Stand, the Sponsor shall carry public liability insurance against personal injury, death or damage to or loss of property by any cause whatsoever. Such insurance must be for a minimum of £2,000,000.

7.2 The insurance premium will be automatically charged to the Sponsor and is payable at the due date set out in the Form. If the Sponsor provides the Organiser with a valid written certificate of sufficient insurance no later than 60 days before the start of the Event the Organiser will issue a credit note for the insurance premium paid by the Sponsor. In the case of a failure on the part of the Sponsor to produce such a valid certificate at least 60 days prior to the start of the Event, the Organiser will automatically provide insurance cover for the Sponsor within the Organiser’s insurance policy subject to the terms stated in this Agreement and the insurance premium charged to and payable by the Sponsor will not be refunded or credited to the Sponsor by the Organiser.

7.3 The Sponsor shall also ensure that it has full indemnity insurance against the usual risks in respect of all loss, damage or injury to goods and persons.

8.1 The Organiser shall be relieved of its obligations under this Agreement if any of them including the holding of the Event by the Organiser, the performance of the Organiser of its obligations or attendance at the Event by Sponsors and/or visitors is impossible, illegal or substantially or materially interfered with due to any cause or causes beyond the control of the Organiser or the providers of the Venue including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, accident to or breakdown of plant or machinery, shortage of any material, labour, transport, electricity or other supply, regulatory intervention, general advisory or recommendation or any government (including any government agency or department), regulatory authority or international agency against travel, exhibition and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).

8.2 In the event of force majeure, the Organiser may, without liability, cancel, postpone, bring forward, change the Venue of or otherwise alter the Event.

9 Termination

9.3.1 The sponsor may not cancel the contract.

9.3.2 If the Sponsor ceases to carry on business, becomes insolvent or, enters into or takes or is subject to any form of winding up, administration, receivership, liquidation, bankruptcy, arrangement with creditors generally or any other insolvency procedure in respect of it or any of its assets, or suffers from enforcement of security or legal process or repossession or any event analogous to any of the above in any jurisdiction;

9.3.3 The Sponsor is convicted of any criminal offence or otherwise so conducts itself as to bring itself, the Event or the Organiser into disrepute;

9.3.4 The Sponsor is in breach of any provision of this Agreement;

9.3.5 The Sponsor is in breach of any applicable local legislation, rules or regulations; or

9.3.6 The Organiser for any reason not otherwise provided for in this Agreement determines that it no longer wishes to hold the Event.

9.4 If this Agreement is terminated under any of clauses 9.3.1 to 9.3.5 inclusive then (i) all of the Fees paid by that time shall be retained by the Organiser, and (ii) the Organiser shall have the right to claim for the balance of the Fees and for any loss or damage suffered or additional expenses incurred by or on behalf of the Organiser as a consequence of such termination.

9.5 If this Agreement is terminated under clause 9.3.6 then the Sponsor shall be entitled to a refund of all Fees paid to the Organiser by the Sponsor under this Agreement less a reasonable and proportionate deduction (as calculated by the Organiser) in respect of any benefits, such as advertising, which the Sponsor had already received by the date of termination.

10.1 Subject to clause 10.2, the Organiser will not have any liability to the Sponsor in contract, tort (including negligence) or otherwise for any loss of goodwill, business, data, revenue, profit or anticipated savings nor for any indirect, incidental, exemplary or consequential loss or damages whatsoever arising out of the performance, non performance or breach of these terms and conditions (in each case no matter how fundamental and whether arising by reason of negligence or otherwise) and the Organiser’s maximum aggregate liability howsoever arising under or in relation to this Agreement (including, but not limited to, in respect of negligence) will not exceed the value of the Fees.

10.2 Nothing in this Agreement shall limit or exclude the Sponsor’s liability for (i) death or personal injury resulting from its negligence, or (ii) fraud. The provisions of clause 10.1 shall be read and construed and shall have effect subject to any limitations imposed by any applicable law.

10.3 Whilst the Organiser shall use its reasonable endeavours to organise and promote the Event in such manner as it considers appropriate, the Organiser reserves the right to amend or vary the manner or methods of such organisation and promotion and therefore any statements made by or on behalf of the Organiser as to the audience projections or methods or timing of promotion, or attendance by other Sponsors, shall constitute only general indications of the Organiser’s promotion and organising strategy and shall not amount to any representation or warranty or form part of this Agreement.

10.4 The Organiser accepts no responsibility and shall not incur any liability (other than for death or personal injury a rising out of the Organiser’s negligence) to the Sponsor or any other person for (a) any error or omission relating to it, its equipment, products or services in any promotional material, information or thing produced or commissioned by the Organiser or that Sponsor, (b) products displayed or sold by any Sponsor at the Event, (c) the Organiser carrying out any of its obligations under this Contract, or (d) any loss or damage caused by or arising from any of the equipment an d computer systems (inclusive of hardware and software) of and services provided by the Organiser, by any supplier to the Organiser or by the Venue failing or being defective.

11.1 The Agreement forms the entire agreement between the parties. Each party confirms that it has not relied on any prior representations or negotiations in entering into this contract.

11.2 The Sponsor may not assign or transfer any of its rights or obligations under the Agreement. The Organiser may assign and transfer the benefit (subject to the burden) of its contract with the Sponsor without notice to or consent from the Sponsor.

11.3 The Organiser reserves the rights, acting at its sole discretion in the best interests of the Event, to change the venue for the Event, the opening hours for the Event, the term or duration of the Event and/or the date or dates on which the Event is to be held, to change the Rights allocated to the Sponsor, to alter the size and dimensions of the Branding from that for which is specified in the Form. The Organiser will endeavour to provide the Sponsor with notice of changes.

11.4 The Organiser reserves the right to set off any indebtedness of the Sponsor to the Organiser against any indebtedness of the Organiser to the Sponsor.

11.5 No waiver by the Organiser of any provisions of this Agreement or any of its rights under this Agreement shall have effect unless given in writing and signed by any director of the Organiser. The Organiser’s rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to the Sponsor.

11.6 No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, except as expressly provided, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing in law or in equity or by statute or otherwise.

11.7 The headings in this Agreement have been inserted for reference only and do not affect their interpretation.

11.8 The provisions contained in each clause, and sub-clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions are void but would be valid if some part of the provisions were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

11.9 Notwithstanding any other provision of this Agreement, the Organiser reserves the right to issue supplementary regulations or instructions in addition to those in this Agreement to ensure smooth management of the Event. Any additional written regulations or instructions shall be deemed to form part of these terms and conditions and shall be binding on the Sponsor.

11.10 No term of this Agreement shall be enforceable under the Contracts Rights of Third Parties) Act 1999 by a third party.

12.1 These Terms and Conditions shall be construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts.