Sponsorship Booking Terms And Conditions

These terms and conditions shall apply to the sponsorship by the Sponsor (as outlined in the sponsorship order form) of the Event arranged by Test Associates (company number 06127830) whose registered office is at: Barts House, Black Lion St, Brighton, BN1 1JE (‘the Event Owner’)

1 Interpretation

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

‘Event’ the seminar referred to in the sponsorship order form

‘Event Format’ the timing, structure and format of the Event as set out in the event brochure

‘Exclusive’ no licence or right granted to the Sponsor herein and described as Exclusive shall be granted by the Event Owner to any other person in the UK about the Event save as may be expressly permitted in this Agreement

‘Proprietary Rights’ all existing and future intellectual property rights attaching to the Event including without limitation copyright, registered and unregistered trademark and design rights and the accompanying goodwill

‘Sponsorship Rights’ the sponsorship rights as detailed in clause 3 below

‘Venue’ as set out in the sponsorship marketing information

2 Sponsorship fee

2.1 In consideration of the rights and licences granted, the Sponsor shall pay to the Event Owner the agreed fee (the ‘Sponsorship Fee’) within 14 days of receipt of the order. Where the order is received within 28 days prior to the commencement of the event the total amount becomes payable immediately.

2.2 Value added tax (or its equivalent) has not been included in the Sponsorship Fee and where applicable it shall be paid by the Sponsor forthwith upon the provision by the Event Owner of the appropriate value added tax invoice.

2.3 All amounts paid by the Sponsor after the due date will bear interest that will be calculated on a daily basis, at the rate of eight percent (8%) (or the highest rate permitted by law, if less) above the base rate of The Bank of England, from the date when payment was due until the date the payment is received, whether before or after judgment. If the Sponsor fails to pay, the Sponsor will be responsible for all expenses (including reasonable legal fees) incurred by the Event Owner in collecting the amounts due and any prior payments received will be non-refundable.

3 Sponsorship rights

In consideration for the payment by the Sponsor of the Sponsorship Fee, the Event Owner hereby grants to the Sponsor the following Sponsorship Rights where applicable and as agreed on the sponsorship order form:

3.1 The right to be designated as an Official Sponsor of the Event (or such similar designation as may be agreed between the parties) at the Event;

3.2 The right to the number of free delegate spaces at the Event as appears on the sponsorship order form;

3.3 The right to nominate the Sponsor Logo;

3.4 The right to have the Sponsor Logo on all pre-event promotional material – flyers, fax shots, emails and on all show material including AV presentation;

3.5 The right to reasonable display space at the event where applicable;

3.6 The right to have information packs inserted in all delegate folders concerning the Sponsor, the content and amount of which is to be subject to approval by the Event Owner;

4 Obligations of Sponsor

The Sponsor hereby warrants to the Event Owner that:

4.1 It shall not use or permit the use of any of the rights and licences granted herein in a manner which in the reasonable opinion of the Event Owner is or might be prejudicial or defamatory to the image and/or reputation of the Event, the Event Owner or the Venue;

4.2 The Sponsor acknowledges that the Event Owner owns and/or controls the Event, and the Proprietary Rights and agrees that the Sponsor has no right, title or interest thereto save as licensed hereunder. The Sponsor warrants that it shall not seek to acquire any such right, title or interest nor shall it use the Sponsorship Rights save as authorised in this Agreement or as otherwise agreed by the Event Owner. The Sponsor shall use its reasonable endeavours to assist the Event Owner in protecting the Proprietary Rights and shall not knowingly do or cause or permit anything to be done which may endanger the Proprietary Rights or the title thereto of the Event Owner. Without prejudice to the generality of the foregoing the Sponsor undertakes to the Event Owner:

4.2.1 to provide such information and details as may be reasonably required by the Event Owner including samples of any advertising material and any products which are to be promoted in association with the Event to the Event Owner for approval;

4.2.2 to notify the Event Owner of any suspected infringement of the Proprietary Rights, but to take no steps or action whatsoever in relation to such suspected infringement unless requested to do so by the Event Owner;

4.2.3 to execute such further documentation and provide such assistance as may be requested by the Event Owner which may in the Event Owner’s reasonable opinion be required to record the terms of this Agreement or any understanding or obligation hereunder on any trademark or other register or otherwise howsoever which may in the Event Owner’s reasonable opinion be necessary to protect the Proprietary Rights;

4.3 The Sponsor undertakes not to share any of the rights and licences granted herein or engage in joint promotions in relation to the Event except in each case with the prior written consent of the Event Owner;

4.4 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 the Event Owner;

4.5 The Sponsor warrants that it owns and/or is solely entitled to use the Sponsor Logo and other material supplied to the Event Owner in relation to this Agreement, and the Event Owner shall be entitled to see evidence to this effect on request;

4.6 The Sponsor will not make or cause to be made or issued any report or announcement to the press or media regarding the Sponsorship Rights or the Sponsor’s appointment except in the form approved by the Event Owner;

4.7 The Sponsor agrees that it shall exercise the rights and licences granted at its sole risk and shall indemnify and hold harmless the Event Owner 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 and licences except where such injury, death, loss, or damage has resulted from the negligent act(s) or omission(s) of the Event Owner.

5 Obligations of Event Owner

The Event Owner hereby warrants to the Sponsor that:

5.1 The Event Owner owns and/or controls the Event and the Proprietary Rights and use of the Sponsorship Rights by the Sponsor as provided for under this Agreement shall not infringe the rights of any third party;

5.2 The Event Owner shall stage the Event in accordance with the Event Format as outlined on the event booking form and website. The Event Owner reserves the right to move/change or amend the event date, venue, or programme without prior notice;

5.3 The Event Owner shall deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor and ensure that all relevant Sponsor signage and advertising is properly in place and operational and not concealed or obscured from view at any time;

5.4 The Event Owner shall ensure that all press releases to the media directly involving the Sponsor are approved in advance by the Sponsor who shall likewise allow the Event Owner to approve any such releases directly involving the Event and/or the Event Owner, such approval not to be unreasonably withheld or delayed by either party;

5.5 The Event Owner shall consider any reasonable requests from the Sponsor or any of its agents to run joint promotional activity;

5.6 The Event Owner shall use its reasonable endeavours to uphold the good name, image and reputation of the Sponsor at all times and shall not make any statements or engage in conduct which is likely to damage or bring into disrepute the name and/or image and/or reputation of the Sponsor;

5.7 The Event Owner shall at all times during this Agreement effect and maintain an appropriate level of insurance cover in relation to the Event. The Event Owner shall, if so requested by the Sponsor, note the interest of the Sponsor on any such policy and shall produce upon reasonable demand documentary evidence showing the required insurance cover and proof of payment for the premiums for such insurance;

5.8 The Event Owner acknowledges that the Sponsor owns and/or controls the Sponsor Logo and shall not knowingly do or cause or permit anything to be done which may endanger the Sponsor’s rights and title in the Sponsor Logo;

5.9 The Event Owner shall deliver the Event on the date outlined in the sponsorship marketing information. Should the date of the event change for any reason the Event Owner will endeavour to notify the Sponsor in writing at the earliest possible time. Upon the date of the Event changing and where the Event Owner has notified the Sponsor in writing, the termination policy as stated in point 6.4 shall stand.

6 Termination

6.1 Either party may terminate this Agreement forthwith by giving written notice if the other party commits a material breach and fails to remedy it within 7 days of written notice.

6.2 Either party may terminate this Agreement forthwith if:

6.2.1 a party enters into liquidation or dissolution otherwise than for the purpose of amalgamation or reconstruction; or

6.2.2 a party ceases to carry on business, has a receiver or administrator appointed, enters into compromise with creditors or takes similar action.

6.3 The Sponsor is entitled to terminate this Agreement forthwith on notice in the event of cancellation of the Event and to require refund of any part of the Sponsorship Fee which has been paid.

6.4 If the Sponsor wishes to terminate for any other reason than those outlined in clauses 6.1 to 6.3, no cancellation charge applies if written notice is received within 14 days of placement of the order. After that time a cancellation charge of 75% of the Sponsorship Fee will be payable. If the order has been received within 30 days prior to the commencement of the event, 100% of the Sponsorship Fee will be payable. Payment will be required within 14 days of receipt of the cancellation notice.

7 Consequences of termination

Following termination:

7.1 The Sponsorship Rights shall revert to the Event Owner;

7.2 The Sponsor shall deliver up all artwork and promotional materials;

7.3 The Sponsor shall cease use of the rights granted;

7.4 The Sponsor shall cease carrying on business under this Agreement;

7.5 Termination shall be without prejudice to accrued rights.

8 Force majeure

8.1 If either party is delayed or prevented from performing due to an event of force majeure, such delay shall not be deemed a breach.

8.1.2 Obligations shall be suspended during the period of force majeure.

8.1.3 Force majeure includes fire, flood, strike, industrial action, accident, breakdown, riot, Act of God, war, government action or any cause outside the control of the parties other than shortage of money.

9 General

9.1 The parties agree to keep all terms confidential subject to disclosure required by law.

9.2 Nothing creates a partnership or joint venture.

9.3 This Agreement may only be varied in writing signed by both parties.

9.4 The Sponsor may not assign rights without prior written consent.

9.5 Waivers must be in writing.

9.6 If any term is void, the remainder remains valid.

9.7 Notices must be in writing and delivered by hand, facsimile or first-class post.

9.8 This Agreement constitutes the entire agreement between the parties.

9.9 This Agreement shall be governed by English law and subject to the exclusive jurisdiction of the English Courts.