When you agree to sponsor a particular event that is organised and managed by Ascential, your agreement will be subject to the terms and conditions below (‘Sponsorship Terms’).
a. This Agreement (as defined below) is a contract between (i) the client organisation or individual identified as such in the ‘Order Form’ (‘You’, ‘you’, ‘your’) and (ii) the Ascential Group company identified in the Order Form as the provider of the relevant products and services (‘Ascential’).
b. Your contract with Ascential is made up of the Order Form and these Sponsorship Terms, together with any authorised variations of any of the foregoing and any documents incorporated by reference into any of the foregoing (together the ‘Agreement’).
c. Where you access services or products in connection with this Agreement via a website operated by Ascential, these Sponsorship Terms should be read and will apply in conjunction with the terms and conditions applicable to your use of that website (the ‘Website Terms and Conditions’), which will form part of this Agreement.
d. In the event of any conflict or inconsistency between the Order Form, these Sponsorship Terms, the relevant Website Terms and Conditions and between any of the foregoing and a document referred to in the Agreement; the documents will take precedence in the order listed above.
a. These Sponsorship Terms govern your sponsorship of the Event (as defined on the Order Form).
b. These Sponsorship Terms will apply regardless of:
i. the scale or nature of the Event;
ii. whether Ascential has organised the Event on your instruction or at its own or a third party’s behest; and
iii. whether you are the sole sponsor of the Event or one of a number of sponsors.
c. The Event is organised and managed by Ascential.
a. Ascential grants to you, during the term of this Agreement and in accordance with the terms and conditions of this Agreement:
i. the Sponsorship Rights (as defined on the Order Form); and
ii. a non-transferable, non-exclusive, royalty-free licence to use the Event logos and trade marks (the ‘Event Marks’) provided to you in accordance with clause 5(a), solely to promote your sponsorship of the Event.
b. You grant to Ascential, during the Term to promote and exploit the Event and for a period of six months following the Event in any report produced about the Event and in any promotional materials for similar events, a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos and trade marks (the ‘Sponsor Marks’) provided to us in accordance with clause 6(c).
c. In the event that you change the Sponsor Marks at any time during the Term, you agree that Ascential will not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by Ascential or on Ascential’s behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by Ascential arising from such change.
a. Each party will carry out its obligations under this Agreement in accordance with the terms of this Agreement and with due skill and care.
b. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement.
c. Nothing in this Agreement will require Ascential to do or omit to do anything which would contravene any applicable laws or regulations.
a. Ascential will, within a reasonable period of the date on which this Agreement comes into effect, supply you with examples of the Event Marks in a suitable format.
b. In addition to the licence granted at clause 3(a)(ii) Ascential will provide the Sponsorship Rights and organise the Event using reasonable skill and care and will consult with the Sponsor Representative (as set out on the Order Form) on aspects of the Event where Ascential deems it appropriate to do so.
c. The Sponsorship Rights are personal to you and Ascential is not obliged to provide the Sponsorship Rights (or any part of them) to any other entity or person.
a. You will support the Event through appropriate marketing and promotional channels and collaborate with Ascential on any appropriate joint marketing or promotional projects relating to the Event.
b. You will exercise the Sponsorship Rights in accordance with the terms of this Agreement.
c. You will, within seven (7) days of the date on which this Agreement comes into effect, supply Ascential with examples of the Sponsor Marks in a suitable format.
d. You will, prior to distributing any promotional materials referencing the Event and/or using the Event Marks (the ‘Sponsor Materials’) provide copies of the Sponsor Materials to Ascential for approval (not to be unreasonably withheld). You will not distribute any Sponsor Materials until you have received written confirmation from Ascential that it approves the Sponsor Materials. You are solely responsible for meeting all costs relating to the Sponsor Materials, (including reprinting costs if Ascential’s approval is not obtained prior to printing).
e. You will ensure that any Sponsor Materials will:
i. comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event and not contravene any other applicable law or infringe the rights of any third party;
ii. comply with any instructions or directions issued by or on behalf of Ascential;
iii. not contain any inaccuracies of fact;
iv. include any legal or good practice notices as required by Ascential from time to time.
f. Without prejudice to the generality of clause 6(e) above, where you support the Event by directly engaging consumers through engagement marketing of any kind, you acknowledge that it is your responsibility to ensure that:
i. such activity complies with all applicable laws and regulations in force;
ii. you have obtained all necessary consents, licences, permits and approvals required to provide the activity in question; and
iii. you have and will maintain all insurances required by law in an amount sufficient to cover your potential liabilities resulting from the provision of the activity in question.
g. The parties will use all reasonable endeavours not to do and will procure that none of their employees, agents or contractors will do, or omit to do, anything which may:
i. bring the Event or the other party into disrepute;
ii. disparage the Event or the other party;
iii. damage the goodwill of the Event; or
iv. be prejudicial to the image and/or reputation of the Event or the other party.
h. You will not engage in joint promotions with any third party in relation to the Event without Ascential’s prior written consent.
i. You agree that, unless otherwise permitted under this Agreement or agreed between Ascential in writing:
i. the terms of this Agreement (including the Order Form);and
ii. all technical, financial and other information or data provided to you by or in respect of Ascential or the Event in connection with this Agreement (together the ’Confidential Information’) will be treated in the strictest confidence by you.
j. Unless otherwise approved in writing by Ascential, you will not share the Confidential Information with any other party. The restrictions set out in this clause 6(h) will not apply to any information that:
i is or subsequently becomes available to the general public other than through a breach of this Agreement by you; or
ii is developed through your independent efforts without reference to the Confidential Information; or
iii you rightfully receive from a third party without restrictions as to its use.
k. You acknowledge and agree that you will be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand that you erect at the Event).
l. You will promptly comply with all reasonable instructions and directions issued by or on behalf of Ascential in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). Ascential will not be responsible for any failure or delay in providing any of the Sponsorship Rights where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of Ascential’s reasonable instructions or directions.
a. Ascential may agree that, as part of your sponsorship of the Event, you will produce ‘Advertising Features’. An Advertising Feature is any advertising space that looks like editorial copy in the form of a feature article, or other announcement or promotion which is published or otherwise displayed in connection with any Online Publication or Print Publication in exchange for a payment or other reciprocal arrangement, and in respect of which the content is EITHER controlled by you and not Ascential (a ‘Client Controlled Advertisement Feature’), OR by Ascential and not by you (an ‘Ascential Controlled Sponsored Feature’).
b. Where you produce Advertising Features as part of your sponsorship of the Event, you and Ascential acknowledge that Ascential’s publication of the same will be governed by the relevant provisions of its Advertising Terms and Conditions, and that in this situation the mutual intention is to agree to Ascential’s Advertising Terms and Conditions.
a. In consideration of Ascential providing the Sponsorship Rights, you will pay to Ascential the Sponsorship Fee (as set out on the Order Form) in accordance with the Payment Schedule (as set out on the Order Form).
b. If the Sponsorship Fee is not received by Ascential when due, Ascential reserves the right not to supply, or cease to supply, any or all of the Sponsorship Rights. For the avoidance of doubt, you will not be permitted entry to the Event unless full payment has been received by Ascential.
c. The Order Form or invoice will set out instructions and terms for payment of the Sponsorship Fee. You must pay each invoice submitted to you by Ascential in accordance with those instructions and terms. If no terms are specified on the Order Form or invoice, you will pay each invoice submitted to you by Ascential within thirty (30) days of receipt.
d. The Sponsorship Fee is exclusive of any applicable VAT and bank charges (including without limitation any sender’s fees for making international payments) which will be paid by you at the rate from time to time in force.
e. You will pay sums due under this Agreement in full without any set-off, counterclaim, deduction or withholding (save as required by law).
f. Without prejudice to any other rights and remedies available to Ascential, Ascential will be entitled to charge you statutory interest (at the then-current rate) on any overdue amount under this Agreement, accruing on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment and compounding every ninety (90) days.
a. Each of Ascential and you agree that it will not at any time during the Agreement and for a period of five (5) years after termination of this Agreement disclose to any person any of the other party’s confidential information. Confidential information means information that relates to or is provided by or on behalf of the other party and that is either marked confidential or is by its very nature clearly confidential.
b. Each of Ascential and you may disclose the other’s confidential information to its affiliated companies and to its and their officers, employees, directors, consultants and advisers who need to know that information for the purposes of properly exercising that party’s rights or performing its obligations under this Agreement, provided that any such individual is aware of the confidential nature of the material and is bound by obligations of confidence at least as onerous as the ones in this Agreement.
c. Each of Ascential and you may disclose the other’s confidential information as required by law, by a court of competent jurisdiction or by a governmental or regulatory authority.
d. The obligations of confidence set out above do not apply to information that is or becomes public knowledge other than by breach of this Agreement, that is received from a third party without obligation of confidence, that is independently developed by the receiving party without access to the relevant confidential information, or that is required to be disclosed to potential acquirers of that party under equivalent obligations of confidence.
a. The parties acknowledge as follows:
i. all intellectual property rights in the Sponsor Marks will be solely and exclusively owned by you, together with any goodwill therein, and Ascential will not acquire any rights in the Sponsor Marks, including any developments or variations; and
ii. all intellectual property rights in the Event Marks will be solely and exclusively owned by Ascential and you will not acquire any rights in the Event Marks, including any developments or variations;
iii. all intellectual property rights in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) will be owned by us but always without prejudice to clause 10(a)(i).
b. Each party will indemnify and keep the other party indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that the other party’s use of the indemnifying party’s intellectual property rights in accordance with the Agreement infringes the intellectual property or other proprietary rights of any third party.
c. Neither party will knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party’s marks.
d. You agree that you will not use the Event Marks in any way that, in Ascential’s reasonable opinion, connotes that the parties are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that Ascential endorses any part of your business, trading name or style.
e. If during the currency of this Agreement, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights, then it will promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable co-operation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but will not be obliged to take any further action.
a. If for any reason Ascential is unable to deliver any of the Sponsorship Rights, Ascential will inform you as soon as reasonably practicable. Ascential may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsorship Rights without any liability to you.
b. It may be necessary for Ascential to alter the advertised content, timing, date and/or location of the Event. Ascential reserves the right to do this at any time during the Term and without liability to you, provided that the Event, as altered, is substantially similar to Event as originally advertised. Ascential will provide you with notice of any alterations as soon as is reasonably practicable.
c. Ascential reserves the right to cancel the Event at any time during the Term and will provide you with notice of the same as soon as is reasonably practicable.
d. In the event that Ascential cancels the Event or materially alters the advertised content, timing, date and/or location of the Event, you will be entitled to either:
i. a credit for a future event held by Ascential of your choice up to the value of sums paid by you in respect of the original Event; or
ii. terminate this Agreement with immediate effect and obtain a refund (calculated in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any Sponsorship Rights received by you prior to the date of cancellation. Any such refund will be paid by Ascential within 30 days of receipt of confirmation from you of your wish to terminate the Agreement.
a. The rights and liabilities of each party under this Agreement will come into effect on the date that Ascential issues confirmation that it accepts your Order Form/the date on which you sign the Order Form, or on which you click the ‘I agree’ button on an electronic copy of the Order Form.
b. Save where an alternative date is specified in the Order Form, and subject always to earlier termination in accordance with the terms of this Agreement, the rights and liabilities of each party under this Agreement will terminate automatically on Ascential’s completion of the relevant services and delivery of the relevant products.
c. Ascential may, with or without notice, suspend access to the relevant services or terminate this Agreement in its entirety if you are delinquent in paying all or any portion of the Sponsorship Fee, provided that you have been served with a written demand for payment of the overdue amount and have not made payment within fourteen (14) days of your receipt of such notice.
d. Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other commits a material breach of any of its obligations under this Agreement and has not remedied such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice.
e. Ascential may terminate this Agreement forthwith on written notice to you if you cease or threaten to cease to carry on business, are unable to meet your debts as they fall due, have an order made or a resolution passed for your winding-up, have an administrator, receiver or manager appointed, make any arrangement or composition with your creditors, or make an application for the protection of your creditors in any way.
a. Termination or expiration of this Agreement or any part thereof will not affect the continuance in force of any provision of this Agreement or the relevant constituent part which is expressly or by implication intended to survive termination.
b. On termination of this Agreement for any reason other than an uncured material breach by Ascential, all committed unpaid fees will become immediately due and owing in full. In addition, you will be liable for any collection costs (including without limitation legal fees and expenses, collection agency fees and expenses, court costs, collection bonds, and reasonable staff costs at standard billing rates for time spent in efforts to collect) incurred by Ascential or its agents to collect sums due and owing under an Agreement.
c. Upon termination of these Sponsorship Terms other than by reason of Ascential’s material breach, all outstanding sums owing to Ascential at the date of termination will become due and payable without deduction or set-off. Where such termination occurs before you have received all the Sponsorship Rights, Ascential will charge you such proportion of the Sponsorship Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsorship Rights received by you prior to the date of termination.
d. Upon expiry or termination of this Agreement, the parties agree that:
i. Ascential’s obligations to provide any further Sponsorship Rights will cease;
ii. any licences granted pursuant to this Agreement will immediately cease; and
iii. you will destroy any Sponsor Materials and remove the Event Marks from any other materials in your possession.
a. Nothing in this Agreement will operate to exclude or limit a party’s liability for death or personal injury caused by its or its employees’ or subcontractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.
b. Subject to the foregoing, neither party will be liable to the other under or in connection with this Agreement for any indirect, special, economic or consequential damages, claims, losses or expenses of any kind arising out of or in connection with this Agreement and whether for breach of contract, tortious behaviour (including negligence) or any other cause of action. This limitation of liability applies to any damages or injury caused by any failure of performance, error, omissions, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure or theft of, destruction of, unauthorised access to, alteration of or use of content or data.
c. Subject always to the remaining provisions of this clause 14, Ascential’s aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with the Event, will be limited to the Sponsorship Fee paid by you.
d. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
a. You warrant that you will:
i. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
ii. put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet your statutory responsibilities in this regard; and
iii. promptly notify Ascential of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with this Agreement.
b. Ascential is part of an enlarged corporate group which pledges to trade legally and respect all laws including the Trade Sanctions imposed by EU and US Governments. Ascential operates a Group Sanctions Policy which means that Ascential cannot accept subscriptions or other orders from individuals or organisations based or residing in, or connected with, a country or organisation which is subject to EU or US Government sanctions. Ascential reserves the right to refuse to accept an order from any such person or organisation.
c. Notwithstanding anything else in this Agreement, breach by you of the foregoing Anti-Bribery and Sanctions provisions will be deemed a material breach of this Agreement.
a. The documents comprising this Agreement (together with any documents referred to therein or required to be entered into thereunder) contain the entire agreement and understanding between the parties and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of this Agreement and any such document.
b. The Agreement will apply to the exclusion of all other terms and conditions (including any which you purport to apply under any purchase order, confirmation of order, specification or other document).
c. Where and to the extent that you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind such organisation. Any person who has access to any of the products or services which you procure from Ascential, by virtue of being designated by you as an individual user of the same, similarly agrees to be bound by the terms of this Agreement.
d. Notices required under this Agreement will be sent by email to the relevant party’s address on the Order Form or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three hours from transmission. Ascential may also give notice to you via its website and such notice is deemed effective at the time at which it appears on the relevant website.
e. You acknowledge and agree that communication with Ascential may be electronic. Ascential may contact you by email or provide you with information by posting on its main website or one of its brand’s websites. You agree to this electronic means of communication and you acknowledge that any communications that Ascential sends to you electronically comply with any legal or contractual requirement that such communication be made in writing.
f. You may not assign, sub-license, subcontract or otherwise transfer to any third party (including any company within your corporate group, if applicable) any of your rights or obligations under this Agreement. Ascential may assign, sub-license, subcontract or otherwise transfer to any third party (including any Ascential Group company) any of its rights or obligations under this Agreement at any time and without notice.
g. In the event that any provision of this Agreement is held to be invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, the remainder of this Agreement will remain valid and enforceable.
h. The official version of this Agreement is in the English language. Any translations of this Agreement are provided merely for convenience and will not be legally binding. In the event of any conflict between the English language version and any translations, the English version will prevail.
i. Where this Agreement uses the words ‘include’ and ‘including’, these are illustrative and not limiting.
j. This Agreement will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.
k. You must effect and will maintain in place appropriate insurance cover for an amount sufficient to cover your liabilities under this Agreement, including all insurances required by law.
l. Each party acknowledges that in entering into this Agreement it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Agreement.
m. No person who is not a party to the Agreement will have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement will not be subject to the consent of any third party.
n. Ascential will have no liability to you for any failure or delay in performing any obligation under this Agreement as a result of any event beyond its or its subcontractors’ reasonable control.
o. Ascential may revise this Agreement at any time by posting an update on its principal website. It is your responsibility to check that website from time to time and to review the most up-to-date version of this Agreement.
a. This Agreement will be governed by and construed in accordance with English law and the courts of England will have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.
b. This choice of law and jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.