Terms and Conditions
Standard Terms & Conditions for Sponsorship
DEFINITIONS & INTERPRETATION
In these Terms & Conditions:
the following words and expressions have the following meanings:
‘Advertisement’: the advertisement(s) (if any) which is/are included in the Sponsor’s order, whether it is to appear as a display advertisement or in the classified section, or as a product card, or in electronic media, and including any advertising material and/or logo(s) proposed to be included in the Advertisement or to appear on or in relation to the Subject;
‘Booking Confirmation’: the form confirming the booking of the Sponsor’s sponsorship of the Subject and/or exhibition at the Event sent by Datateam, to the Sponsor, a copy of which is to be signed on behalf of the Sponsor and returned to Datateam;
‘Codes of Practice’: all relevant codes of advertising practice, including (without limitation) the British Code of Advertising, Sales Promotion and Direct Marketing and the Direct Marketing Association Code of Practice;
‘Contract’: the contract between Datateam and the Sponsor for the sponsorship of the Subject and/or exhibition at the Event, comprising (only) the Booking Confirmation and these Terms & Conditions;
‘Event’: the exhibition, conference or other event (if any) which is the Subject or of which the Subject is part;
‘Promotional Material’: the promotional material(s) (if any) which is/are included in the Sponsor’s order and are to be supplied by or on behalf of the Sponsor to be displayed and/or distributed at the Event, including (without limitation) any items identified in the Booking Confirmation as to be supplied by the Sponsor and any pop up stand or other items to be placed in any display area booked by the Sponsor;
‘Sponsor’: the company, partnership, firm or individual sponsoring the Subject and/or advertising and/or exhibiting at the Event, whose details appear in the Booking Confirmation;
‘Sponsor Marks’: the logos, marks and/or designs owned and/or controlled by the Sponsor which are to be used in the sponsorship of the Subject and/or in the Advertisement and/or on the Promotional Material;
‘Sponsorship Proposal’: the proposal in writing for the Sponsor’s sponsorship of the Subject sent by Datateam to the Sponsor;
‘Subject’: the subject matter which the Sponsor has agreed to sponsor, being a product or service of Datateam, some part thereof or something coming to persons’ attention in connection therewith;
‘Subject Marks’: the logos, marks and/or designs owned and/or controlled by Datateam which are to be used in conjunction with the Subject;
‘in writing’: includes email, fax and electronic documents;
references to “publication” include electronic publication on the world wide web, CD-ROM, DVD-ROM or otherwise;
headings are for ease of reference only, and not to be construed as limiting or defining content; and
the singular includes the plural and vice-versa and the use of any gender includes the others.
In the event of any dispute as to the interpretation of the Contract or any part of it as a translation into a foreign language, the English version shall be taken as authentic.
CONTRACT
By signing the Booking Confirmation or otherwise agreeing to it in writing, the Sponsor confirms its acceptance of a contract with Datateam on the terms set out in the Sponsorship Proposal and Booking Confirmation and (so far as not inconsistent with the Sponsorship Proposal and Booking Confirmation) these Terms & Conditions.
These Terms & Conditions apply to all sponsorships of or in connection with Datateam products or services. Any other term or condition shall be void unless incorporated clearly in written instructions and specifically accepted in writing by Datateam.
The Sponsor warrants the authority of the person signing the Booking Confirmation on its behalf to commit the Sponsor to the Contract.
The Contract sets out the complete agreement between the parties relating to the sponsorship of the Subject and/or exhibition at the Event. The Sponsor confirms that it is not relying on any representation made by or on behalf of Datateam that is not set out in the Contract.
SPONSORSHIP
Datateam grants to the Sponsor the right to describe itself as an ‘official sponsor’ of the Subject and to use the Subject Marks for marketing and promotional purposes in connection therewith.
Such rights have the exclusivity (if any) specified in the Sponsorship Proposal.
The Sponsor grants Datateam the right to refer to the Sponsor as an ‘official sponsor’ of the Subject and to use the Sponsor Marks as may be necessary in relation thereto and/or agreed by the parties.
Each party agrees not to use the other’s Marks or any of the rights and licences granted in the Contract in a manner which in the reasonable opinion of the other might be prejudicial or defamatory to the image of that other or of the Subject.
The Sponsor acknowledges that Datateam owns and/or controls the Subject and the Subject Marks and agrees that the Sponsor has no right, title or interest in such properties except to the extent licensed hereunder. The Sponsor warrants that it shall not seek to acquire any such right, title or interest to nor shall it use the rights granted under the Contract except as authorised in the Contract or as otherwise agreed by Datateam.
DELIVERY OF MATERIALS FOR ADVERTISEMENT
The Sponsor must deliver the Advertisement at its sole risk and expense to Datateam by the agreed copy deadline. Datateam shall have no obligation to accept Advertisements delivered late. Delivery shall only be deemed to have been made once the relevant publishing instructions have been given and accepted by Datateam. It is the Sponsor’s responsibility to supply the Advertisement or the relevant publishing instructions to Datateam, and Datateam shall be under no obligation to contact the Sponsor in connection therewith. If copy instructions are not received by the agreed copy date, no guarantee can be given that proofs will be supplied nor corrections made in respect of the Advertisement, and Datateam reserves the right to repeat what it considers to be the most appropriate copy.
The Advertisement must be delivered electronically to Datateam in an acceptable digital format as specified in Datateam’s current copy instructions from time to time (a copy of which has been supplied to the Sponsor or is available on request to Datateam). Datateam may make an additional charge for any work caused by an Advertisement not being delivered in an acceptable format.
APPROVAL OF ADVERTISEMENTS
All Advertisements are accepted subject to approval by Datateam’s editorial staff of the copy and to the space being available.
All Advertisements must be submitted to Datateam for its prior approval. Datateam hereby reserves the right, in its absolute discretion and without incurring any liability therefore to the Sponsor, to refuse to place any Advertisement without giving any reason.
Datateam may withhold its approval if it is of the opinion that (without limitation) the Advertisement fails to satisfy and/or comply with any applicable legislation or Codes of Practice, or Datateam’s internet service provider’s guidelines or such other regulations, laws or guidelines as from time to time may be applicable, including those of any foreign jurisdictions where the Advertisement may be read.
The Sponsor may request Datateam in writing to make changes to the Advertisement and/or the publication dates. Datateam shall use its reasonable endeavours to comply with such requests at the Sponsor’s expense.
Datateam shall in no circumstances be responsible for any expenses incurred as a result of additions to, changes in, or deletions from any Advertisement reasonably required by Datateam.
Without prejudice to the above Datateam reserves the right in its absolute discretion to do any act or thing in respect of the publication of any Advertisement or part thereof which in the sole opinion of Datateam contains unsuitable material and Datateam shall not thereby incur any liability to the Sponsor or to any third party, nor shall the Sponsor or any third party have any claim whatsoever against Datateam for damages or otherwise in respect of any non-publication of such Advertisement or part thereof. Datateam further reserves the right to restrict or to refuse any repeat publication of such Advertisement.
The Sponsor shall be liable to Datateam for the charges payable under the Contract notwithstanding that the Advertisement may be published in a different form or for a different period, and whether changed and/or substituted and/or subsequently withdrawn from publication by the Sponsor and/or Publisher. Where an Advertisement is not published, Datateam may at its discretion make a partial refund to the Sponsor.
PUBLICATION OF ADVERTISEMENT
Datateam agrees to take every care to avoid mistakes, but will not be liable for any errors due to third parties, subcontractors or inaccurate copy instructions. Should any error in or failure to publish the Advertisement be due to the act or default of the Sponsor or its employees or agents, then the space reserved for the Advertisement must be paid for in full notwithstanding that the Advertisement has not appeared. Datateam will notify such an error or omission to the Sponsor as soon as possible.
FH does not guarantee that the dates of publication booked by the Sponsor will be adhered to. If an Advertisement is not published on the date booked by the Sponsor, Datateam will endeavour to publish the Advertisement on some other date. If any offer of an alternative date for such publication is not acceptable or not made by Datateam, Datateam shall (subject to Condition 0) make no charge to the Sponsor for such booking but shall be entitled to be paid by the Sponsor any reasonable fees or expenses due to Datateam. In such event neither the Sponsor nor any third party shall have any claim against Datateam in respect of non-publication or for any expenses or damages whatsoever or howsoever incurred (directly or indirectly) as a result thereof.
Datateam shall incur no liability whatsoever for any failure to publish all or any part of any Advertisement or for any error in any Advertisement published, except that if total failure to publish an Advertisement shall be due to any fault of Datateam that Advertisement shall not be charged for.
The positioning of Advertisements is at the discretion of Datateam except where the Sponsor has made a specific request for a preferred position which has been agreed by Datateam in writing. If any Advertisement in respect of which a preferred position has been agreed is not received by the relevant copy date, the preferred position may be lost but must be paid for in full notwithstanding that the Advertisement may not appear or may not appear in the preferred position.
PROMOTIONAL MATERIAL
The Sponsor shall be responsible for:
the delivery of all Promotional Material in good time and in sufficient quantities to enable it to be used at the Event or as agreed with Datateam;
the erection and dismantling of pop up stands and other Promotional Material; and
taking away at the conclusion of the Event any Promotional Material that has not been distributed to delegates.
Whilst every effort will be made to meet each Sponsor’s display area requirements, Datateam reserves the right at any time and from time to time to make alterations in the floor plan of the Event and/or to alter the shape, size or position of the space allotted to the Sponsor if in its opinion such changes are in the best interests of the Event in general. Should it be necessary to rearrange the Event or transfer it to another venue, Datateam shall be entitled to allot alternative display areas to Sponsors as Datateam may determine. Datateam will adjust the cost of any Sponsor whose display area is affected by any such alteration, but not so as to impose on the Sponsor any greater liability than that undertaken in the Contract, and no such change will entitle the Sponsor to withdraw from the Contract.
CHARGES
Datateam will invoice the Sponsor for the charges due under the Contract. The Sponsor must pay the total charges under the Contract (inclusive of VAT) to Datateam in cleared funds within 30 days from the date of Datateam’s invoice or as stated on the Booking Confirmation and/or invoice.
Charges will be made to the Sponsor where Datateam and/or its printers and/or suppliers are involved in extra production work due to acts or defaults of the Sponsor or its employees or agents. These charges will be at the rate agreed prior to publication.
If the Sponsor does not pay any invoice or other amount due to Datateam by its due date (whether demanded or not) Datateam may:
withhold the sponsorship of the Subject by the Sponsor and/or refuse the publication of any Advertisement for the Sponsor (whether under this or any other contract) until payment is made in full; and/or
charge interest on the amount outstanding from the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or
terminate the Contract with immediate effect by written notice to the Sponsor.
CANCELLATION, EXPULSION & TERMINATION
The Sponsor may not cancel the Contract.
Datateam has the right at all times:
to abandon, cancel or suspend the Event in whole or in part in the case that there is likely to be insufficient participation in and support for the Event; or
to exclude from the Event any person if it would be in the best interest of the Event to do so;
any such matter to be determined by Datateam, whose decision shall be final. In the event of such an abandonment, cancellation or suspension or its exclusion as above, the Sponsor will (except where Condition 0 applies) be entitled to repayment of all charges paid.
In the event of any breach of these Terms & Conditions or the rules and regulations or exhibition manual for the Event by the Sponsor, its employees or agents which in the opinion of Datateam is detrimental to the Event, Datateam will have the absolute right to expel the Sponsor and/or any such employee or agent from the Event. Such expulsion will not release the Sponsor from its obligations to Datateam.
Datateam may terminate the Contract by immediate written notice to the Sponsor if:
the Sponsor is in material breach of any provision of the Contract; or
the Sponsor becomes bankrupt, goes into liquidation (other than voluntary liquidation for the purpose of amalgamation or reconstruction), administration, administrative receivership or receivership, makes any arrangement with its creditors generally, ceases to carry on business or suffers any analogous event to any of the above under the laws of any jurisdiction.
Termination shall not prejudice any rights or claims of Datateam against the Sponsor for the charges due under the Contract and/or in respect of any antecedent breach.
WARRANTIES AND INDEMNITIES
Datateam warrants that it is empowered to grant the rights granted in Condition 3.1
The Sponsor warrants, represents and undertakes to Datateam:
that it is empowered to grant the rights granted in Condition 3.3;
that the Advertisement and/or Promotional Material will not infringe the copyright, trademarks or other rights of any third party;
that the Advertisement and/or Promotional Material will not contain any obscene or libellous material;
that it has obtained and paid for all necessary consents, licences and permissions for the publication of the Advertisement and/or display and/or distribution of the Promotional Material;
that the Advertisement and/or Promotional Material will comply with all applicable legislation and Codes of Practice and such other regulations, laws or guidelines as from time to time may be applicable, including those of any foreign jurisdictions where the Event is held and/or Advertisement may be read;
that the Promotional Material will be of satisfactory quality, comply with relevant legislation and be safe for its intended use(s);
that it has taken or will take all necessary steps to ensure that nothing is or will be contained in the Advertisement and/or Promotional Material which might make its publication, display and/or distribution illegal or actionable for any reason in any of the countries or territories in which the Event is held and/or Advertisement is published or may be read; and
that it will fully indemnify and keep Datateam fully indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities howsoever arising from any breach of the Sponsor’s warranties, representations, undertakings, obligations or agreements contained herein or in any manner whatsoever in consequence of the publication of the Advertisement and/or display and/or distribution of the Promotional Material.
The provisions of Condition 0 apply also to any website hyperlinked from or referred to in the Advertisement and/or Promotional Material as if it were part of the Advertisement and/or Promotional Material, to the extent Datateam may incur any liability in respect thereof.
COPYING OF ADVERTISEMENTS
The Sponsor grants Datateam the right to make copies of the Advertisement for Datateam’s archives and to enable Datateam to submit a copy of the Advertisement to any necessary authority or licensing body in order to comply with the provisions of the Codes of Practice or any other applicable rules and regulations.
Unless the design has been purchased, Advertisements designed by Datateam remain the property of Datateam and may not be used for any other purpose without prior written approval from Datateam. Datateam reserves the right to charge for such other uses.
ASSIGNMENTS
Datateam may at any time assign the Contract to any company, firm or person whatsoever.
Accepted orders for sponsorship are personal and may not be assigned by the Sponsor.
FORCE MAJEURE
Datateam shall not be liable for any breach of the Contract due to any cause not within the control of Datateam, including (without limitation) failures in internet service or outside factors resulting in the abandonment, cancellation or suspension of the Event in whole or in part (“Force Majeure”).
If an event of Force Majeure prevents holding of the Event and/or the publication of the Advertisement in accordance with the terms of the Contract Datateam shall be entitled at its sole option to terminate the Contract or to hold the Event and/or publish the Advertisement at such other dates as it shall in its sole discretion determine and all other terms of the Contract (including without limitation the Sponsor’s obligation to make payment to Datateam) shall remain in full force and effect.
LIABILITY
Except in respect of death or personal injury caused by Datateam’s negligence, or as expressly provided in these Terms & Conditions, Datateam shall not be liable to the Sponsor by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Datateam, its employees or agents or otherwise) which arise out of or in connection with the provision of services under the Contract (including any delay in providing or failure to provide such services) or their use by the Sponsor, and the entire liability of Datateam under or in connection with the Contract shall not exceed the aggregate amount of Datateam’s charges under the Contract, except as expressly provided in these Terms & Conditions.
Any opinions expressed or statements made by speakers or delegates at the Event are in their personal capacities and are not made or expressed on Datateam’s behalf.
NOTICES
Any notice required to be given under this Contract must be in writing and must be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out in the Booking Confirmation or as otherwise specified by the relevant party by notice to each other party.
Any notice shall be deemed to have been duly received:
if delivered personally, when left at the address and for the contact referred to in this clause; or
if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second working day after posting; or
if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
A notice required to be given under this Contract shall not be validly given if sent by e-mail.
The provisions of this Condition 0 shall not apply to the service of any proceedings or other documents in any legal action.
MISCELLANEOUS
Any waiver of any term or condition of the Contract by Datateam must be in writing to be effective, and in any event shall not affect any other right of Datateam hereunder, nor shall the same be deemed to be a waiver of any other term or condition of the Contract or a subsequent breach of such term or condition.
If a provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.. If any invalid, unenforceable or illegal provision of these Terms and Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
The parties will duly observe all their obligations under the Data Protection Act 1998 and all other applicable laws, regulations and guidance relating to processing of personal data and privacy which arise in connection with the Contract.
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
APPLICABLE LAW
The Contract is governed by and to be construed in all respects in accordance with English Law.
In relation to any legal action or proceedings arising out of or in connection with the Contract (“Proceedings”), each of the parties irrevocably submits to the jurisdiction of the English courts and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.