BOOK CONSULTATION

Event Sponsorship
Terms and Conditions

Definitions
1.1. The definitions and rules of interpretation in this condition apply in the Contract:

  • 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 a public holiday in England and Wales.
  • Cancellation Table: the table detailing cancellation fees set out in the Payment Schedule to the Contract.
  • Charges: the Sponsorship Fee and any additional costs set out in the Order.
  • Confidential information: all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.
  • Contract: a contract between you and us in relation to sponsorship of the Event incorporating the Order and these Terms and Conditions under condition 2. 
  • Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.
  • Data Protection Legislation:
    (i) the Data Protection Act 2018 and unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then
    (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
  • Event: the event(s) to be organised by us as set out in the Order, which may be a physical event or a digital virtual event or other broadcast digital audio or video webinar.
  • Event Marks: the designation used singularly or collectively in association with the Event.
  • Force Majeure Incident: any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport disruptions, failure or shortage of power or broadband supplies, war, military operations, riot, crowd disorder, strike, lock outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
  • Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, performer’s property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • Order or Order Form: the order form summarising the Event(s) for which you will provide sponsorship, the Sponsorship Fee and other agreed principal terms.
  • Organiser’s Marks: the trade marks, brands and logos associated with the Event and if applicable associated publication to be used for all promotion, advertising and marketing of the Event, 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.
  • Payment Schedule: the payment schedule summarised in the Order.
  • Sponsor’s Marks: your proprietary marks and logos details of which are supplied to us together with any of your accompanying artwork, design, slogan, text and other collateral marketing signs.
  • Sponsorship Fee: the sums set out in the Order.
  • Sponsorship Rights: the bundle of rights associated with the Event granted to you as set out in the Order.
  • Start Date: the date specified on the Order or if none is specified the date of the last signature on the Order.
  • Supplemental Payment Schedule: a schedule detailing the costs and dates for payment for any Additional Services we agree to provide.
  • Term: the period as set out in condition 3.
  • VAT: value added tax chargeable under English law for the time being and any similar
    additional tax.

1.2. A reference to “we”, “us”, our” or “Minter et al” is to Minter et al Limited (company number 13029576) with registered office at Camburgh House, 27 New Dover Road, Canterbury, Kent, CT1 3DN or an Affiliate as identified in the Order. A reference to “you”, “your” is a reference to the customer, your advertising agency or other entity identified in the Order.

1.3. Condition headings shall not affect the interpretation of the Contract.

1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

 

Conditions and Order

2.1. These conditions shall: (i) apply to and be incorporated in the Contract; and (ii) prevail over any inconsistent terms or conditions contained in, or referred to in, the Order or specification, or implied by law, trade custom, practice or course of dealing.

2.2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.

2.3. No order, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing services pursuant to the order, at which point a contract shall be formed between us and you for the supply and purchase of services specified in the order on these conditions.

2.4. Your standard terms and conditions (if any) attached to, enclosed with or referred to in the Order or sent under separate cover shall not govern the Contract.

 

Term

3.1. The Contract will take effect on and from the Start Date and shall continue for a period expiring 2 (two) calendar months after the Event.

 

Grant of rights and reservations

4.1. We grant and you accept (a) the Sponsorship Rights and (b) a licence to use the Event Marks during the Term, and in accordance with the terms and conditions set out in the Contract.

4.2. All rights not expressly granted to you under the Contract are reserved to us. You acknowledge and agree that we are the owner or controller of the Sponsorship Rights and of all rights in the Event Marks.

4.3. You grant and we accept a worldwide, non-exclusive, royalty free, sub-licensable licence to use the Sponsor’s Marks: 
4.3.1.during the Term for the delivery of the Sponsorship Rights; and 
4.3.2.in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (including on a website or mobile-device application).

 

Our Rights and obligations

5.1. We will procure the organisation and staging of the Event at our sole cost and expense in accordance with the terms of the Contract.

5.2. We will ensure that appropriate and reliable platforms are used for the delivery of digital events. For the avoidance of doubt we will not be responsible for power or broadband outages which are out of our control and defined as Force Majeure Incidents. Nor shall we be responsible for local power or broadband outages impacting individual sponsors or delegates or other attendees.

5.3. We use our reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to you.

5.4. We confirm that, whenever possible, we will ensure that the Sponsor’s Marks will be on display at the Event venue and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material in accordance with the Contract.

 

Your Rights and Obligations

6.1. You undertake to us:
6.1.1.to submit to us for our prior written approval, not to be unreasonably withheld or delayed, pre-production samples of any advertising, promotional or other material or press release which associates you with the Event, or which incorporates the Event Marks, before their distribution, production or sale;
6.1.2.to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks shall comply in all respects with the samples approved in accordance with condition 6.1.1 and to immediately withdraw them at your sole cost from circulation at our written request if they do not;
6.1.3. to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks will be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force;
6.1.4.to provide to us, at your sole cost and expense, all suitable materials including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by us for them to be reproduced under our control for the fulfilment of the Sponsorship Rights;
6.1.5. 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;
6.1.6. 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;
6.1.7. not do or permit anything to be done which might adversely affect, or diminish the value of, any of the Sponsorship Rights; 
6.1.8. to use all reasonable endeavours to assist us in protecting the Event Marks and not to knowingly do, or cause or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the Event Marks or our title to the Event Marks or to the image of the Event, us or the Event venue;
6.1.9. to notify us of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless we request you to; 
6.1.10. to notify us of the identity of your nominated speaker at the Event and the title of such speaker’s presentation as soon as reasonably practicable and, in any event, not later than 2 (two) weeks before the scheduled date of the Event.

6.2. You have no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without our prior written consent.

6.3. You will not engage in joint promotions with any third party in relation to the Event without our prior written consent.

 

Charges and Payment Terms

7.1. In consideration of the Sponsorship Rights granted to you, you will pay us (or our