2019 Sponsorship Agreement

  1. INTRODUCTION
    1. The Big Bold Ball event set out on the Booking Form (“Event”) is organised and managed by Olsen Media Group Limited, a company registered in England and Wales with registration number 04928467 and registered office at, The Annexe, 63 High Street, Ketton, PE9 3TE, United Kingdom (“Organiser”).
    2. These terms and conditions and the Booking Form to which they are attached (together the “Agreement”) set out the terms on which you (i.e the Sponsor as defined on the Booking Form) agree to sponsor the Event. Please read the Agreement carefully and make sure you understand it before signing. You understand that by signing the Booking Form, you agree to be bound by the terms of the Agreement.
    3. References to “us”, “we” and “our” shall refer to the Organiser and references to “you” and “your” shall refer to the Sponsor.
  2. GRANT OF RIGHTS
    1. We grant to you:
      1. the Sponsorship Rights (as defined on the Booking Form); and
      2. 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 3.3 solely to promote your sponsorship of the Event, during the Term (as defined at clause 8.1) and in accordance with the terms and conditions of this Agreement.
    2. You grant to us 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 3.4:
      1. during the Term to promote and exploit the Event; and
      2. for a period of six months following the Event in any report produced about the Event and in any promotional materials for similar events.
    3. In the event that you change the Sponsor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on our 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 us arising from such change.
    4. If for any reason, we are unable to deliver any of the Sponsorship Rights, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsorship Rights without any liability to you.
    5. You acknowledge and agree that you shall 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).
    6. You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us 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). We shall 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 our reasonable instructions or directions.
  3. YOUR OBLIGATIONS
    1. You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.
    2. You undertake to exercise the Sponsorship Rights in accordance with the terms of this Agreement.
    3. You shall, within seven days of signature of this Agreement by both parties, supply us with examples of the Sponsor Marks in a suitable format.
    4. You shall, 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 us for our approval (not to be unreasonably withheld). You undertake that you shall not distribute any Sponsor Materials until you have received written confirmation from us that we approve the Sponsor Materials. You are solely responsible for meeting all costs relating to the Sponsor Materials, (including reprinting costs if our approval is not obtained prior to printing).
    5. You undertake that any Sponsor Materials will:
      1. comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;
      2. comply with any instructions or directions issued by or on behalf of us;
      3. not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and
      4. include any legal or good practice notices as required by us from time to time.
    6. The parties shall use all reasonable endeavours not to do and shall procure that none of their employees, agents or contractors shall 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.
    7. You shall not engage in joint promotions with any third party in relation to the Event without our prior written consent.
    8. Each party warrants to the other that it will comply with all relevant laws and regulations relating to data protection and the promotion of the Event and will indemnify and keep indemnified and defend (at its own expense) the other party against all costs, claims, damages or expenses incurred by the other party or for which we may become liable due to any failure by it or its employees or agents to comply with any of its obligations under this Agreement or any applicable laws and regulations.
  4. OUR OBLIGATIONS
    1. In addition to the licence granted at clause 2.1, we shall 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 Booking Form) on aspects of the Event where we deem it appropriate to do so.
    2. The Sponsorship Rights are personal to you and we are not obliged to provide the Sponsorship Rights (or any part of them) to any other entity or person.
  5. SPONSORSHIP FEE
    1. In consideration of us providing the Sponsorship Rights, you shall pay to us the Sponsorship Fee (as set out on the Booking Form) in accordance with the Payment Schedule (as set out on the Booking Form).
    2. If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsorship Rights. For the avoidance of doubt, you shall not be permitted entry to the Event unless full payment has been received by us.
    3. The Sponsorship Fee is exclusive of any applicable VAT which shall be paid by you at the rate from time to time in force.
  6. INTELLECTUAL PROPERTY RIGHTS
    1. The parties acknowledge as follows:
      1. all intellectual property rights in the Sponsor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Sponsor Marks, including any developments or variations; and
      2. all intellectual property rights in the Event Marks shall be solely and exclusively owned by us and you shall not acquire any rights in the Event Marks, including any developments or variations.
    2. 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) shall be owned by us but always without prejudice to clause 6.1.1.
    3. Both parties shall 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 any intellectual property rights of any third party.
    4. Neither party shall 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.
    5. You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that we endorse any part of your business, trading name or style.
    6. If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights, then it shall 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 shall not be obliged to take any further action.
  7. CANCELLATION, POSTPONEMENT & FOURCE MAJEURE
    1. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside of our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers as applicable (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm).
    2. It may be necessary for us to alter the advertised content, timing, date and/or location of the Event. We reserve 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. We will provide you with notice of any alterations as soon as is reasonably practicable.
    3. We reserve 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.
    4. In the event that we cancel the Event (pursuant to clause 7.3) or materially alter the advertised content, timing, date and/or location of the Event, you shall be entitled to either: (i) a credit for a future event held by us of your choice (up to the value of sums paid by you in respect of the 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 shall be paid by us within 30 days of receipt of confirmation from you of your wish to terminate the Agreement.
  8. TERM AND TERMINATION
    1. This Agreement shall take effect on the date that the last party signs the Booking Form and shall continue until the completion of the Event (the “Term”), unless terminated early in accordance with its terms.
    2. 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:
      1. has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or
      2. ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.
    3. Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.
    4. Upon termination of this Agreement by us in accordance with this clause 8, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before you have received all the Sponsorship Rights, we shall 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.
    5. Upon expiry or termination of this Agreement, the parties agree that:
      1. our obligations to provide any further Sponsorship Rights shall cease;
      2. any licences granted pursuant to this Agreement shall immediately cease; and
      3. you shall destroy any Sponsor Materials and remove the Event Marks from any other materials in your possession.
  9. ANTI-BRIBERY AND ANTI-CORRUPTION
    1. You warrant that you shall:
      1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
      2. comply with such of our anti-bribery and anti-corruption policies as are notified to it from time to time; and
      3. report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of this Contract.
    2. Breach of this clause 9 shall be deemed a material breach of this Contract.
  10. LIMITATION OF LIABILITY
    1. Subject to clause 10.4, our 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, shall be limited to the Sponsorship Fee paid by you.
    2. Subject to clause 10.4, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
    3. You agree to indemnify us, our staff and affiliates and to hold us harmless to the fullest extent permitted by law, against all losses, costs, claims or expenses of any kind arising from any act or omission by you, your staff or affiliates in relation to the Event or the Event Marks.
    4. Nothing in this Agreement shall limit or exclude a party’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or
      3. any other liability which cannot be limited or excluded by applicable law.
  11. GENERAL
    1. This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
    2. You acknowledge that you have not relied on, and shall 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 this Agreement.
    3. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
    4. The parties acknowledge and agree that execution of this Agreement by electronic or digital signature shall be effective execution under the laws of England and Wales in accordance with the provisions of the Electronic Communications Act 2000 as may be amended from time to time.
    5. This Agreement and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of England and Wales, the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.

These Terms and Conditions were last modified on: 08.02.2019

2019 Table Booking

  1. DEFINITIONS
    1. “Booking” means OM’s booking process which is subject to acceptance of these Terms.
    2. “Client” means the person, firm or company which makes a Booking.
    3. “Event” means the event or events which are the subject of the Booking Form and Booking.
    4. “OM” means Olsen Media Group Limited.
    5. “Booking Form” means the booking form submitted by the Client to OM which is the subject of the Booking.
    6. “Services” means the hospitality services to be performed by OM pursuant to the Booking in accordance with these Terms.
    7. “Terms” means these booking terms and conditions.
    8. “Ticket Holder” means any individual that receives tickets as part of the Booking.
  2. BOOKING AND PAYMENT TERMS
    1. All prices stated by OM in a Booking Form are exclusive of any value added tax which shall be additionally liable to pay OM.
    2. Upon receipt of the Booking from the Client, OM shall send the Client an invoice for the total amount due. A legally binding contract shall be formed according to clause 5.6.
    3. The Client shall pay to OM the full amount set out in the invoice within 14 days of receipt. In the event that the Booking is made within 60 days of the Event, payment shall be due immediately.
    4. Any items stated in the Booking Form as “additional” items or any items which are requested by the Client after the Booking has been confirmed by OM, must be confirmed by the Client in writing (email shall be sufficient) before being actioned by OM. Payment in respect of any such items shall be in accordance with clause 2.3.
    5. Time for payment shall be of the essence. If the Client fails to make any payment on the due date, OM shall be entitled (at its discretion) to cancel the Booking by notice in writing to the Client.
    6. Any variation or amendment to these payment terms will be set out by OM in writing on the Booking.
    7. Subject to 2.6 above, no variation to the Terms shall be binding unless agreed in writing by an authorised representative of OM.
    8. Any typographical, clerical or other error or omission in any Booking Form, correspondence or other Booking documents or information issued by OM shall be subject to correction without any liability whatsoever on the part of OM.
  3. VARIATION AND CANCELLATION
    1. If the Client wishes to vary any details of the Booking after it is returned to OM, it shall notify OM in writing as soon as possible. OM shall endeavour to make any required changes, but any additional costs thereby incurred shall be invoiced to the Client (and paid in accordance with clause 2.3).
    2. Whilst every reasonable effort will be made to ensure that the Services are provided in accordance with the Booking, OM reserves the right in its sole and absolute discretion to make any changes to the Services for the Event which do not in the opinion of OM materially affect the quality of the Services. If OM has to make any material changes relating to the Booking it shall notify the Client forthwith. OM shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances. Where such alternative is not acceptable to the Client acting reasonably and in good faith, OM shall refund to the Client the price paid according to the Booking.
    3. Cancellation of a Booking may not be accepted by OM unless and until it is confirmed in writing by the Client. In the event of a valid cancellation by the Client after the Booking is returned, OM may apply and the Client shall be liable to pay to OM the following cancellation charges:
      Where OM receives a valid cancellation of a Booking:
      – more than 3 months before the Event, the Client shall be liable for 20% of the total price (+VAT) of the Booking;
      – in the period 2-3 months before the Event, the Client shall be liable for 75% of the total price (+VAT) of the Booking; and
      – less than 2 months prior to the Event, the Client shall be liable for 100% of the total price (+VAT) of the Booking.
      For the avoidance of doubt, if any of the above cancellation charges apply and the Client has already paid more than the relevant amount to OM, the Client shall receive a refund of the difference.
    4. OM may cancel any Booking forthwith by notice in writing to the Client in accordance with clause 3.5 or 3.6 or if at any time the Client becomes bankrupt or insolvent (or if bankruptcy or insolvency proceedings are commenced against it). In such an event, OM shall be entitled to retain any and all sums already paid to it by the Client in connection with the Booking, which shall be without prejudice to any other rights it may have whether at law or otherwise.
    5. If for any reason beyond the reasonable control of OM (including but not limited to an Act of God, explosion, abnormally inclement weather, flood, tempest, fire or accident, war or threat of war, terrorist activity or threat of terrorism, sabotage, insurrection, civil disturbance or requisition, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental or local authority, import or export regulations or embargoes, strikes, lockouts or other industrial actions or trade disputes, power failure), the Event and/or the Services are cancelled or disrupted in any way, OM shall not be liable to the Client or be deemed to be in breach of the Booking or these Terms by reason of any delay in performing, or failure to perform any of its obligations in relation to the Booking or these Terms. OM may choose to, but shall not be obliged to, agree in good faith with the Client the amount of any refund to the Client. If the Client wishes to protect its investment in the Services purchased in relation to the Event, the Client is advised to seek contingency insurance from a specialist contingency insurance broker. OM shall have no further liability to the Client arising from OM’s failure to perform the Services in any such circumstances.
  4. LIMITATION
    1. OM shall not under any circumstances be liable to the Client in contract, tort (including negligence) or otherwise for loss of revenues or opportunities, goodwill, reputation or any type of special, indirect or consequential loss (even if such loss was reasonably foreseeable or OM had been advised of the possibility of the Client incurring the same).
    2. Further, OM shall have no liability for any death or bodily injury (except death or injury caused by the negligence of OM, its staff or contractors), or loss of or damage to property, of anyone attending the Event pursuant to the Booking, whether arising from such attendance, or in relation to the provision or use of the facilities at the Event. The Client agrees to indemnify OM against any claim in respect of any such liability (and the costs and expenses incurred by OM in relation thereto).
    3. Without prejudice to any other limitation or exclusion of liability set out in these Terms and to the fullest extent permitted by law, the total liability of OM to the Client in contract, tort or otherwise including negligence (save for any liability arising from death or personal injury due to the negligence of OM or its employees which shall be unlimited) arising in relation to the Event (and/or the provision of the Services to the Client) shall not exceed 50% of the total amount paid by the Client hereunder.
  5. GENERAL
    1. All Booking Forms are made and Bookings accepted subject to these Terms. These Terms shall apply to all Booking Forms and Bookings in precedence over any other printed terms and conditions, including any appearing on the Client’s stationery or correspondence.
    2. The Client shall procure that all Ticket Holders comply with these Terms and furthermore the Client indemnifies OM against all claims, costs, damages and judgements awarded against or incurred or paid by OM as a result of or in connection with a claim made by a Ticket Holder.
    3. No amendment or variation to these Terms shall be binding unless agreed in writing by both parties.
    4. All tickets sold to Ticket Holders shall remain the property of OM (or whomever is the original owner of the tickets) at all times.
    5. The Client consents to being photographed at the Event, to filming and sound recording of the Event and consents to the use of such, photographs and/or recordings in any marketing or promotional materials in connection with the Event, on the Event website and in any broadcast or publication in any territory in the world.
    6. No binding contract shall be formed until OM has received acceptance from the Client of the Booking (which incorporates these Terms) and confirmation of the Booking shall be subject to OM receiving payment in full in accordance with clause 3. No tickets, itineraries, maps or other final details with respect to any Event or arrangements relating to any Booking will be forwarded to the Client until payment has been received in full by OM.
    7. No waiver by OM of any breach of these Terms by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
    8. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.
    9. The rights granted to the Client hereunder are personal to the Client and may not be transferred or assigned to any third party without the prior written consent of OM.
    10. The Booking Form, the Booking and these Terms contain the entire understanding between the parties with respect to their agreement concerning the Event. In entering into this contract neither party has relied on (nor shall it have any remedy, in contract or tort, in respect of) any statement, representation, warranty or understanding which is not expressly set out in the Booking Form, Booking or these Terms, provided that nothing herein shall operate to exclude or limit any liability for fraud.
    11. The Client shall at all times be subject to the terms, conditions and rules imposed by the organisers of the Event and/or the Event venue and shall indemnify OM from and against all and any claims arising from the Client’s breach of the same.
    12. The Client shall not sell the benefit of any Booking on the wholesale or trade market without prior written consent from OM. No Client or Ticket Holder may transfer the benefit of the Booking for use as a competition prize or other promotional use.
    13. These Terms shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

These Terms and Conditions were last modified on: 08.02.2019