Sponsorship Terms

1.

DEFINITIONS

1.1

In the context of this Agreement, the words and phrases below shall have the following meanings:

"Agreement"
means these Sponsorship Terms and Conditions together with the relevant Agreement Details and the Proposal;

"Agreement Details"
the document entitled Agreement Details containing the specific information relating to the particular services to be supplied by IGD to the Customer;

"Customer or Sponsor"
the customer whose details are set out in the Proposal;

"Event"
as described in the Proposal;

"Event Date"
as set out in the Proposal;

"Event Marks"
the Event logos, marks and designs owned and/or controlled by IGD, which are to be used in connection with the Event;

"IGD"
IGD Services Limited, a company registered in England and Wales with company number 3357260, whose registered office is at Grange Lane, Letchmore Heath, Watford, Hertfordshire WD25 8GD;

"IGD Obligations"
means the obligations on IGD set out in the Proposal;

"Proposal"
a proposal document in final agreed form incorporating and attaching the Agreement Details which both Parties sign, and which proposal document describes the services and deliverable to be provided by IGD to the Customer;

"Party"
either IGD or the Customer;

"Privacy Policy"
is the privacy policy accessible from the Website from time to time

"Proprietary Rights"
all existing and future intellectual property rights attaching to the Event and the Event Marks including without limitation copyright, database rights, registered and unregistered trademark and design rights and the accompanying goodwill thereto;

"Site Term"
is the site terms accessible from our Website from time to time

"Sponsor’s Logo"
Sponsor’s corporate logo as advised to IGD in writing;

"Sponsorship Fee"
as described in the Proposal;

"Sponsorship Rights"
the rights as described in the Proposal including (if applicable) any rights in relation to exhibiting at the Event;

"Term"
shall have the meaning given to it in clause 3; and

"Venue"
as described in the Proposal

"Website"
is the website operated by us, currently at the following uniform resource location address "www.igd.com/"

1.2

references to “Clauses” are to clauses of these Sponsorship Terms and Conditions;

1.3

the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;

1.4

words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and vice versa and references to persons shall include an individual, company, corporation, firm or partnership;

1.5

references to "includes" or "including" or like words or expressions shall mean without limitation; and

1.6

references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2.

AGREEMENT

2.1

The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Customer. These Sponsorship Terms and Conditions apply to all services to be provided by IGD to the Customer all of which are more particularly described in the relevant Proposal.

2.2

This Agreement constitutes the complete and exclusive statement of agreement and understanding between the Parties which supersedes and excludes all prior or contemporaneous proposals, understandings, agreements or representations, whether oral or written, with respect to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

2.3

The Customer acknowledges and agrees that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a Party to this Agreement or not) other than as expressly set out or referred to in this Agreement.

2.4

In the event of any conflict between the provisions of these Terms and Conditions, the Site Terms, the Privacy Policy, the Proposal and the Agreement Details, then the following order of precedence shall apply to the extent of any conflict:

2.4.1

the Agreement Details, which prevails over

2.4.2

the Proposal, which prevails over

2.4.3

these Terms and Conditions, which prevails over

2.5

If the Customer provides IGD with a purchase order for the services, the purchase order shall be purely for the Customer's administrative purposes only and shall not form part of this Agreement.

2.6

This Agreement shall be legally formed and the Parties shall be legally bound when both Parties have signed the Agreement Details.

2.7

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

2.8

Each Agreement Details, with its relevant Proposal, constitutes a separate agreement. There may be more than one agreement between the Parties in force at the same time as this Agreement.

3.

DURATION AND TERMINATION

3.1

This Agreement shall commence on the date that the last Party signs the Agreement Details and shall continue, unless terminated earlier in accordance with the provisions of this Agreement, until the close of the Event on the Event Date (‘Term’).

3.2

Either Party may, without prejudice to any other rights or remedies, terminate this Agreement forthwith by giving written notice to the other Party in the event that:

3.2.1

the other Party commits a material breach of this Agreement and, in the case of such breach being capable of remedy, does not remedy such breach within 30 days of being given notice in writing specifying the breach and requiring its remedy; or

3.2.2

the other gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt.

3.3

IGD shall have the right to terminate this Agreement forthwith by giving written notice to the Customer if in the opinion of IGD acting reasonably the association of the Sponsor with IGD is not in IGD’s best interests from a reputational perspective.

3.4

Upon termination of this Agreement for whatever reason:

3.4.1

IGD will cease to perform this Agreement; and

3.4.2

the Sponsorship Rights shall revert to IGD and thereafter the Sponsor shall not use or exploit (directly or indirectly) its previous connection with IGD, or the Event Marks.

3.5

In the event that IGD terminates this Agreement pursuant to clause 3.3, IGD shall either (i) repay any Sponsorship Fee which has been paid or (ii) send an invoice to the Sponsor for the Sponsorship Fee, in both cases such amount to be repaid or due shall be less all of IGD’s internal and external costs (whether administrative, staff, legal or other costs) and this shall extinguish fully all of the Sponsor’s rights and claims and IGD shall have no further obligation or liability to the Sponsor.

3.6

Subject to clause 3.5, termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

4.

GRANT OF RIGHTS AND SPONSORSHIP FEE

4.1

In consideration of payment to IGD by the Sponsor of the Sponsorship Fee, IGD grants to the Sponsor the Sponsorship Rights.

4.2

IGD shall invoice the Sponsor for the Sponsorship Fee on the date that the last Party signs the Agreement Details.

4.3

The Sponsor shall pay to IGD the Sponsorship Fee within 30 days from the date of invoice.

4.4

Where applicable, the Sponsor shall pay any value added tax or other duties or taxes payable on the Sponsorship Fee at the same time as payment of the Sponsorship Fee.

4.5

Payment of all sums due to IGD under this Agreement shall be made by the Customer in full without any set-off, deduction or withholding whatsoever.

5.

SPONSORSHIP RIGHTS

5.1

In consideration for the payment by the Sponsor of the Sponsorship Fee, IGD hereby grants to the Sponsor the Sponsorship Rights.

6.

OBLIGATIONS OF IGD

6.1

In consideration of the payment by the Sponsor of the Sponsorship Fee, IGD undertakes to the Sponsor to carry out the IGD Obligations.

7.

OBLIGATIONS OF THE SPONSOR

7.1

The Sponsor hereby represents, warrants, and undertakes to IGD that:

7.1.1

the Sponsor shall pay the Sponsorship Fee on or prior to the date specified in clause 4.3;

7.1.2

the Sponsor shall pay any costs incurred by IGD in accordance with any change in the Sponsor’s Logo or any other change requested by the Sponsor, within 30 days of the date of an invoice for the same;

7.1.3

the Sponsor has, and will continue to have throughout the Term, full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it under this Agreement;

7.1.4

the Sponsor shall not use or permit the use of the Event Marks or any of the rights and licences granted herein in a manner which in the opinion of IGD is or might be prejudicial or defamatory to the image of IGD or the Venue;

7.1.5

the Sponsor owns and/or is solely entitled to use the Sponsor Logo and other material supplied to IGD in relation to this Agreement;

7.1.6

the Sponsor shall not share any of the rights and licences granted herein or engage in joint promotions in relation to the Event; and

7.1.7

the Sponsor is registered under the Data Protection Act 1998 in respect of all registrable personal data held by it and will hold any personal data obtained from any delegate of the Event in compliance in all respects with the requirements of the Data Protection Act 1998.

7.2

The Sponsor acknowledges that IGD owns and/or controls the Event, the Event Marks and the Proprietary Rights and agrees that the Sponsor has no right, title or interest thereto save as granted by this Agreement. The Sponsor warrants that it shall not seek to acquire any such right, title or interest to nor shall it use the Proprietary Rights, Event Marks or the Sponsorship Rights save as authorised in this Agreement or as otherwise agreed by IGD. The Sponsor shall not knowingly do or cause or permit anything to be done which may endanger the Proprietary Rights or the title thereto of IGD.

7.3

The Sponsor shall supply at its cost finished artwork relating to its name, logos and other identification provided for herein within print deadlines reasonably set by IGD.

7.4

The Sponsor will not make or cause to be made or issued any announcement to the press or media regarding the Sponsorship Rights or the Sponsor’s appointment hereunder except in the form approved by IGD.

7.5

The Sponsor agrees that it shall exercise the rights granted herein at its sole risk and shall indemnify and hold harmless IGD with respect to all claims of, and liability to, third persons for injury, death, loss, or damage of any type arising out of, or in connection with, the exercise of such rights except where such injury, death, loss, or damage have resulted from the negligent act(s) or omission(s) of IGD.

7.6

The Sponsor acknowledges that the rights and licences granted herein are subject in all respects to and must be exercised in accordance with the rules and regulations of the Event and in accordance with applicable domestic laws including all applicable safety legislation relating to the Venue.

7.7

The Sponsor grants IGD a world-wide, non-exclusive, royalty free right and licence to use the Sponsor Logo for the purposes of fulfilling its obligations pursuant to this Agreement. The Sponsor agrees that IGD may film or take photographs at the Event, including film or photographs of the Sponsor's employees or logo and use that film or photographs for general marketing purposes.

7.8

IGD does not give any guarantee whatsoever in relation to the number of delegates attending any Event.

7.9

The Sponsor agrees to observe at all times (1) any obligations which the venue may ask you to observe (including social distancing and hand sanitizing), (2) any government advice or recommendations in relation to Covid-19 or similar (including any relating to hygiene or social distancing).

8.

EXHIBITIONS

Clause 8 shall apply in the event that the Sponsor exhibits at the Event:

8.1

The following definitions shall apply to this clause 8:

‘Exhibit’ means any article or property brought by the Sponsor into an Event, for use on or connected to a Stand.

‘Exhibition’ means the dedicated area within the Venue for the display and demonstration of Stands and Exhibits.

‘Stand’ means the Sponsor’s equipment used at the Venue for the display of Sponsor marketing literature and on-site branding, plus any equipment hired by Sponsor from the Venue, including, where approved in advance by IGD, any Sponsor pull-up banner.

8.2

IGD reserves the right to determine the programme, content and format of the Exhibition and to make any alterations thereto. If alterations prove necessary, IGD will make reasonable efforts to ensure that such changes do not significantly impact upon the Sponsor’s rights under this Agreement and where possible, shall inform the Sponsor of any significant changes in advance. IGD also reserves the right to change the Exhibition Stand location or specifications at any time.

8.3

The Sponsor must secure the prior written agreement of IGD for any additional marketing or promotional coverage of the Event(s), which the Sponsor wishes to undertake. The cost of any such additional marketing or promotional coverage shall be borne by the Sponsor.

8.4

All Exhibition Stands and Exhibits at Event(s) are subject to the prior approval of IGD, and any Venue requirements.

8.5

Exhibition Stands and Exhibits must be protected, at the Sponsor’s expense, from causing any hazard or danger to persons or property. The Sponsor must comply with all requirements or regulations of IGD and the Venue, including all applicable security, fire, health and safety laws and codes of practice. All IGD Venues are non-smoking.

8.6

The Sponsor shall ensure that its Stand is adequately staffed throughout the Event(s) and that the Sponsor’s authorised representative is present at the Exhibition during its opening hours, and during the installation and dismantling of the Sponsor’s Stand and Exhibits.

8.7

The Sponsor is solely responsible for setting up and dismantling its Stand and Exhibit, and must ensure that it does not exceed the Sponsor’s allocated floor space, or obstruct the view of, or be otherwise reasonably objectionable to, other Sponsor’s stands or exhibits. The Sponsor must not remove its Stand or Exhibit prior to the official end of the Exhibition, and must remove it by the time specified by IGD. Failure to adhere to this requirement may result in the Sponsor being charged an extra fee.

8.8

Property and articles brought into the Venue by or on behalf of the Sponsor shall be the sole risk and responsibility of the Sponsor.

8.9

Unless the prior written consent of IGD is obtained, the Sponsor shall not make any retail sales from its Exhibition Stand, or conduct any raffles, donations or other promotional measures that require attendees to be present at a specified location and time. All unusual promotional plans must be approved in advance by IGD. In the event that IGD does grant the Sponsor written permission to make retail sales, the Sponsor agrees to (a) maintain in force any necessary licence, and (b) to be responsible for and indemnify IGD in relation to any third party claims in relation to the sale of the products or services.

8.10

The Sponsor shall maintain in force at its own expense, all insurances required by any applicable law, including, without limitation, employer’s liability insurance, and public liability insurance in a sum of not less than £5 million, with a reputable insurance company and submit the policy to IGD upon request.

8.11

The Sponsor shall procure that its employees, agents, or sub-contractors comply with the reasonable directions of IGD in relation to and during the Event(s), and the Sponsor shall indemnify IGD against all claims, demands, costs, liabilities, damages or losses (including all legal and other professional costs and expenses) incurred by IGD or the Venue as a result of any damage caused to the Venue or any person by the Sponsor, it’s employees, agents or sub-contractors.

9.

GENERAL

9.1

If by any reason of any event caused by circumstances beyond its reasonable control (“Force Majeure”) IGD shall be delayed in, or prevented from, performing any of the provisions of this Agreement then such delay or non performance shall not be deemed to be a breach of this Agreement and no loss or damage shall be claimed by the Sponsor from IGD by reason thereof. If the event of Force Majeure continues for one month, either Party may terminate this Agreement immediately by notice to the other, in which case neither Party shall be liable to the other Party by reason of such termination.

9.2

Except as otherwise agreed in writing, the parties agree to keep all terms and particulars of this Agreement strictly confidential at all times, subject to any disclosure which may be required by law.

9.3

Except in the case of death or personal injury caused by IGD’s negligence or for fraudulent misrepresentation, IGD’s entire liability to the Sponsor arising under or in relation to or in connection with or pursuant to this Agreement (whether in contract, tort or howsoever arising) shall not exceed the Sponsorship Fee. IGD shall not be liable to the Sponsor for any consequential or indirect loss or damage (whether for loss of profit, business, revenues or otherwise) which arises in connection with this Agreement.

9.4

The Sponsor shall not assign, sub licence, divest or otherwise seek to delegate any of its rights and obligations hereunder without the prior written consent of IGD.

9.5

Any notice given under this Agreement shall be in writing and shall be sent to the Party to be served at the address as above written or such other address of which notice has been previously given to the other Party in accordance with this clause. All notices shall be delivered by hand or sent by facsimile (with a copy posted) or, by special or recorded delivery by letter. All notices shall be deemed to have been received if delivered by hand on the date of delivery, if posted on the expiration of 48 hours and if sent by facsimile at the time of transmission.

9.6

You warrant that:

1. you will not and will procure that your staff will not engage in any activity, practice or conduct which would constitute an offence of bribery or facilitation payment in the United Kingdom or in the country where you are based; and
2. you have and will maintain in place adequate procedures and training of your staff to ensure compliance with 9.6(a)

9.7

You will comply with all reasonable instructions issued by us from time to time relating to the use of the Website (including the Site Terms, Copyright Notice and any additional terms and conditions posted on the Website).

9.8

You acknowledge that we will collect and use personal data in accordance with the terms of our Privacy Policy.

9.9

The Parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the matter is not resolved by negotiation the parties will refer the dispute to mediation in accordance with CEDR (Centre of Dispute Resolution) procedures. If the parties fail to agree terms of settlement within 30 days of the commencement of the CEDR procedure the dispute shall be subject to the exclusive jurisdiction of the English courts.

9.10

This Agreement shall be governed by and construed in accordance with English law.