Sponsorship Terms - We are Barker Brooks

TERMS AND CONDITIONS – SPONSORSHIP

1. About us

1.1 Company details. Barker Brooks Communications Limited (company number 08205584) (we and us) is a company registered in England and Wales and our registered office is at Gresham House, St Pauls Street, Leeds, LS1 2JG. Our VAT number is 150258336. We operate the websites www.barkerbrooks.co.uk,, www.yorkshirelegalnews.co.uk and www.fintech-intel.com.

1.2 Contacting us. To contact us, telephone us on 01423 851150 or email us at accounts@barkerbrooks.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 21.2.

1.3 Our business. We hold business awards events for different industry bodies and industry exhibitions (each an Event).

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to your sponsorship of our Events (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Definitions:

Commercial Rights: any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

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.

Event Marks: the Marks used singularly or collectively in association with the Event or in the exercise of the other Sponsorship Rights.

Force Majeure Event: 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: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Marks: our trade marks and/or trade names that we own to be used for all promotion, advertising and marketing of the Event together with any associated artwork, design, slogan, text and our other collateral marketing signs that are to be used in connection with the Event.

Sponsor’s Marks: your trade mark and/or trade name, together with any accompanying artwork, design, slogan, text and other collateral marketing signs.

Sponsor’s Event Materials: any advertising or promotional materials or products produced by you or on your behalf which associate you with the Event, or which incorporate or are distributed in association with the Event Marks.

Sponsorship Fee: the sums set out in the Booking Confirmation.

Sponsorship Rights: the bundle of rights granted to you under this Contract, which includes the licence of the Event Marks granted and as detailed in the Booking Confirmation.

3. Application for sponsorship

3.1 Applying for sponsorship. You should contact us to apply for sponsorship (Order). Your order will be set out by one of our representatives in a booking confirmation form (Booking Confirmation) which will then be emailed to you. Please review and sign the Booking Confirmation to confirm the Order or alternatively email us with your confirmation of the details set out in the Booking Confirmation. You will be responsible for ensuring all the details in the Booking Confirmation are correct and immediately notify us of any changes that need to be made.

3.2 Accepting the Order. Our acceptance of the Order takes place when we send you the Booking Confirmation, at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Booking Confirmation will include without limitation details of the Order and the Sponsorship Fee.

3.3 Cancellation of the Order. You may be entitled to cancel the Order without incurring any costs if you do so within 30 days after your receipt of the Booking Confirmation (this being the date of our email to you with the Booking Confirmation), provided any such cancellation is in writing and that you have not at the time of cancellation received any exposure on any of our websites in which case you will be liable for at least 50% of the Sponsorship Fee. Thereafter you will be liable for the full cost of the Sponsorship Fee.

4. 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 Commercial Rights and of all rights in the Event Marks.

4.3 You grant and we accept a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Marks:

(a) during the Term for the delivery of the Sponsorship Rights;

(b) in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (including in a computer game, on a website or mobile-device application) including by use on promotional material and merchandising.

5. Term

5.1 The Contract shall commence on the Commencement Date and shall continue for a period ending 2 months after the date of the Event (Term) when it shall terminate automatically without notice.

6. Sponsorship Fee

6.1 In consideration of the Sponsorship Rights granted to you, you shall pay us the Sponsorship Fee payable within 30 days of receipt of the invoice

6.2 All amounts payable us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.

6.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee.

7. Your obligations

7.1 You undertake to us:

(a) to exercise the Sponsorship Rights strictly in accordance with the terms of this Contract. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way;

(b) to use the Event Marks and other branding materials provided by us properly;

(d) to submit to us for our prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale;

(e) to ensure that all Sponsor’s Event Materials shall comply in all respects with the samples approved in accordance with clause 7.1(d);

(f) to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour;

(g) to immediately at the written request of us and at your sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the Contract;

(h) to comply with all Applicable Laws relevant to the exercise of your rights and the performance of your obligations under the Contract;

(i) to provide to us, at your sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by us for it to be reproduced under our control for the fulfilment of the Sponsorship Rights;

(j) 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;

(k) 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;

(l) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights;

(m) to provide all reasonable assistance to us in relation to our exploitation of the Commercial Rights;

(n) to use your best endeavours to assist us in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or our title to the Event Marks or the image of the Event or us.

(o) 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 do so;

(p) to hold any additional goodwill generated by you for the Event Marks as bare trustee for us and to assign the same to us at any time on request and in any event following termination of the Contract;

(q) to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the us to protect the Event Marks. This may include recording the terms of the Contract or any understanding or obligation under the Contract on any trade mark register or other register, or in any other way.

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

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

8. Our obligations

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

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

8.3 Whenever possible, we will ensure that the Sponsor’s Marks will be present in accordance with these terms and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material.

9. Representations and warranties

9.1 Each party warrants and undertakes to the other that:

(a) it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects it; and

(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract.

9.2 We represent to you that we own or control the Event and the Event Marks and that your use of the Event Marks and its exercise of the other Sponsorship Rights in accordance with the provisions of the Contract shall not infringe the rights of any third party.

9.3 You represent and warrant that:

(a) you own or are solely entitled to use the Sponsor’s Marks and any other material supplied to us in relation to the Contract and we shall be entitled to see evidence to this effect on request;

(b) the our use of the Sponsor’s Marks will not infringe the rights of any third party.

10. Indemnities

10.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:

(a) any claim made against us by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with our use of the Sponsor’s Marks in accordance with the Contract;

(b) any claim made against us by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Sponsor’s Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by us of any use of the Event Marks on the Sponsor’s Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Sponsor’s Event Materials and shall not affect this right of indemnification.

10.2 We shall indemnify you against all liabilities, costs, expenses, damages and losses (including all other reasonable professional costs and expenses) suffered or incurred by you arising for any claim made against you by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with your use of the Event Marks in accordance with the Contract.

10.3 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity (a Claim), the indemnified party shall:

(a) as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party; and

(c) give the indemnifying party access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim.

10.4 If a payment due from the indemnifying party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.

11. Limitation of liability

11.1 Nothing in the Contract shall limit or exclude a party’s liability:

(a) for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) for fraud or fraudulent misrepresentation;

(c) for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or

(d) under the indemnities set out at clause 10.1(a), clause 10.1(b) and clause 10.2.

11.2 Subject to clause 11.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

(a) loss of revenue or anticipated revenue;

(b) loss of savings or anticipated savings;

(d) loss of profits or anticipated profits;

(e) wasted expenditure; or

(f) any indirect or consequential losses.

11.3 Subject to 11.1, our maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Contract shall be limited to the amount of the Sponsorship Fee paid under or pursuant to the Contract.

12. Intellectual Property Rights

12.1 You, and we, acknowledge as follows:

(a) all rights in the Sponsor’s Marks, including any goodwill associated with them, shall be your sole and exclusive property, and, save as expressly provided in clause 4.3, we shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them;

(b) all rights in the Marks, including any goodwill associated with them, shall be our sole and exclusive property and you shall not acquire any rights in the Marks, including any developments or variations of them,

12.2 All Intellectual Property Rights in and to any materials produced for the Event by us or on our behalf or jointly by us and you shall, with the exception of the Sponsor’s Marks, be our sole and exclusive property and if you acquire, by operation of law, title to any such Intellectual Property Rights you shall assign them to us on request, whenever that request is made.

13. Event cancellation

13.1 We reserve the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event).

14. Anti Bribery

You and we shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

15. Termination

15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment;

(b) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j) the other party (being an individual) is the subject of a bankruptcy petition, application or order;

(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within [14] days;

(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(c) to clause 15.1(k)(inclusive);

(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

15.2 A material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from the Contract.

16. Consequences of termination

16.1 On termination or expiry at the end of the Term of the Contract:

(a) the Sponsorship Rights granted by the us to you under the Contract shall immediately terminate and revert to us, save that any licence necessary to enable you to exercise disposal rights shall continue solely for the disposal period;

(b) following termination of the Sponsorship Rights and their reversion to the us, you shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with us or the Event;

(c) within 30 days after the date of termination you shall destroy or, if we so elect, deliver to us, at your expense, all Sponsor’s Event Materials in its possession or control;

(d) each party shall promptly return to the other any property of the other within its possession or control;

(e) each party shall pay to the other any sums that are outstanding and to be accounted for under the Contract.

(f) the following clauses shall continue in force: clause 10 (Indemnities), clause 11 (Limitation of liability), clause 13 (Event cancellation), clause 16 (Consequences of termination), clause 18 (Confidentiality) and clause 22.7 (Governing law and jurisdiction).

16.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

17. Force majeure

17.1 We will not be liable or responsible for any failure to deliver an Event, perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure Event).

17.2 If an Force Majeure Event takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. We will endeavour to arrange a new date for an Event.

17.3 If we are unable to arrange a new date for an Event within 24 months of the original date of that Event we will have the right to cancel the Contract and you may, at our absolute discretion, be entitled to a refund of the Sponsorship Fee less any reasonable costs and expenses we may deduct.

17.4 We shall be under no obligation to refund any of the Sponsorship Fee and we shall have no liability to you for any such Force Majeure Event. The Order shall be transferred to any rearranged date for an Event and the Contract will remain in place, subject to any modifications or changes we may need to make.

18. Confidentiality

18.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 18.2.

18.2 We each may disclose the other’s confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

19. Data protection

19.1 Data protection. You shall comply with all applicable requirements of the current data protection legislation relating to the collection, use, processing and storage of all personal data when attending an Exhibition. In respect of such personal data, you are the data controller and you shall ensure that all necessary appropriate consents and notices are in place. We shall have no liability for any breach by you of the relevant data protection legislation.

19.2 We will use any personal information you provide to us to:

(a) implement the Event;

(b) process your payments; and

19.3 We will process your personal information in accordance with our Privacy Policy [PRIVACY POLICY LINK], the terms of which are incorporated into this Contract.

20. Value added tax

All sums payable under the Contract are exclusive of any VAT that may be payable by either party.

21. Communications between us

21.1 When we refer to “in writing” in these Terms, this includes email.

21.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and should be sent by email.

21.3 A notice or other communication sent by email is deemed to have been received at 9.00 am the next working day after transmission.

21.4 In proving the service of any notice, it will be sufficient to prove, that such email was sent to the email address specified in these Terms.

21.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

22. General

22.1 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or o

22.2 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

22.3 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

22.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

22.5 Severance. Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

22.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

22.7 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.