BACKGROUND

• The Organiser owns and controls the Commercial Rights and wishes to market and license certain Commercial Rights as sponsorship packages during the Term and for the Territory.
• The Sponsor wishes to acquire, and the Organiser wishes to grant to the Sponsor, a sponsorship package for the Event on the terms and conditions set out in this Agreement.

 

Agreed terms

• Interpretation

The following definitions and rules of interpretation apply in this Agreement.

• Definitions:
• Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
• Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties' rights or the performance of their obligations.
• Applicable Data Protection Laws: means:
• To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
• To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
• Attendance: the number of attendees to the Event.
• Attendees: any person or persons that attends the Event.
• Booking Form: the form on the first page of this Agreement that lists and includes the Sponsor and other details and definitions.
• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Commencement Date: the date this Agreement starts as specified in the Booking Form.
• Commercial Rights: any and all rights of a commercial nature connected with the Event and/or Website(s), including without limitation, image rights, broadcasting rights, new media rights, endorsement and official Organiser rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.
• Confidential Information: has the meaning given in 18.1.
• control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
• Designation: the designation "[Official Outsourcing Sponsor of Digital Accountancy Show]".
• EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
• Event: the Digital Accountancy Show either organised at a Venue or as a digital event but is included to mean any webinar, or any other forum the Event takes place.
• Event Attendance Pass: an attendance pass issued by the Organiser to the Sponsor for the Event that entitles one individual person to attend the Event.
• Event Marks: the Organiser's Marks and the Designation used singularly or collectively in association with the Event or in the exercise of the other Sponsorship Rights.
• Event Marks Guidelines: the Organiser's guidelines setting out the technical requirements for the reproduction of the Event Marks, as these guidelines may be amended by the Organiser from time to time by notice in writing to the Sponsor.
• Event Sponsorship Fee: the sum the Sponsor pays for the Event set out in the Booking Form and payable in accordance with 5.
• Force Majeure Event: has the meaning given in 16.1.
• 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.
• Organiser Personal Data: any personal data which the Organiser processes in connection with this agreement, in the capacity of a controller.
• Sponsor's Event Materials: any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor's Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor's Products.
• Sponsorship Fee: the Event Sponsorship Fee and/or the Website(s) Sponsorship Fee set out in the Booking Form and payable in accordance with 5.
• Sponsorship Rights: the bundle of rights granted to the Sponsor as set out in the Order Form, which includes the licence of the Event Marks granted in 3.1(a).
• Sponsor Personal Data: any personal data which the Organiser processes in connection with this agreement, in the capacity of a processor on behalf of the Sponsor.
• Term: has the meaning given in 4.1.
• Territory: the United Kingdom
• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
• VAT: value added tax chargeable in the UK.
• Venue: means the premises where the Event is to take place, which are specified in the Booking Form. 
• Website(s): www.digitalaccountancy.com 
• Website(s) Sponsorship Fee: If applicable the sum the Sponsor pays monthly to advertise on the Website(s) set out in the Booking Form and payable in accordance with 5.
• Website(s) Sponsorship Rights: the bundle of rights granted to the Sponsor to advertise on the Website(s) as set out in the Order Form. s) Sponsorship Rights

 

2. Website(s) Terms and Conditions: the terms and conditions of the Website(s) as they are applicable from time to time. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

• This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
• A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
• A reference to writing or written includes fax and e-mail.
• Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
• A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
• References to clauses and Schedules are to the clauses and Schedules of this agreement. 
• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

3. Grant of rights and reservations

• The Organiser grants and the Sponsor accepts:
• a licence to use the Event Marks on the Sponsor's Products and in advertising for the Sponsor's Products; and
• the other Sponsorship Rights,

during the Term, for the Territory and in accordance with the terms and conditions set out in this Agreement.

• All rights not expressly granted to the Sponsor under this agreement are reserved to the Organiser. The Sponsor acknowledges and agrees that:
• the Organiser is the owner or controller of the Commercial Rights and of all rights in the Event Marks;
• the Sponsor shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Commercial Rights other than the Sponsorship Rights; and
• the Organiser shall be entitled to enter into any sponsorship arrangement with any third party at the Organiser’s full discretion. The Sponsor agrees that the Organiser shall not be, nor considered to be, nor deemed to be, in breach of any provision of this agreement as a result of entering into that arrangement.
• The Sponsor grants and the Organiser accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor's Marks:
• during the Term for the delivery of the Sponsorship Rights;
• in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (on a website or mobile-device application) including by use on promotional material and merchandising.

 

4. Term

• This agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with 14, until the date specified in the Booking Form (Term) when it shall terminate automatically without notice.

 

5. Sponsorship Fee and Payment

• In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay the Organiser a fee specified in the Booking Form which shall be the Sponsorship Fee.
• The Sponsor shall pay each invoice submitted to it by the Organiser within 14 days of the date of the invoice (Payment Date) to a bank account nominated in writing by the Organiser from time to time. The payment date is of essence to this agreement. 
• All amounts payable to the Organiser under this agreement 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 the sole responsibility of the Sponsor.
• No deductions of any kind may be made by the Sponsor from, nor purported right of set-off exercised in relation to the Sponsorship Fee, whether in respect of the manufacture, sale, distribution or advertisement of the Sponsor's Products or otherwise.

 

6. Obligations of the Sponsor

• The Sponsor undertakes to the Organiser:
• to exercise the Sponsorship Rights strictly in accordance with the terms of this agreement and the Website(s) Terms and Conditions. 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;
• to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines;
• to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor's Event Materials;
• to submit to the Organiser for its 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;
• to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor's Event Materials which do not comply with 6.1(b) to 6.1(f)
• to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this agreement;
• to provide to the Organiser, at the Sponsor's sole cost and expense, all suitable material including artwork of the Sponsor's Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights; 
• 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;
• 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 this agreement;
• 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;
• to use its best endeavours to assist the Organiser 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 the Organiser's title to the Event Marks or the image of the Event, the Organiser or the Venue;
• to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser;
• to not sub-let or sub-licence or in any other way part possession or share the Event stand place allocated by the Organiser without the prior written consent of the Organiser;
• to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement;
• to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this agreement or any understanding or obligation under this agreement on any trade mark register or other register, or in any other way.
• The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser's prior written consent.
• The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser's prior written consent.

 

7. Obligations of the Organiser

• The Organiser shall organise and stage the Event at the Venue at its sole cost and expense in accordance with the terms of this agreement.
• The Organiser confirms that it shall be responsible for

arranging the attendance of and payment for all, stewards, staff and personnel on public duty employed, engaged or appointed by the Organiser throughout the Event.

• The Organiser shall use its reasonable endeavours to deliver or ensure the delivery of each and all the Sponsorship Rights to the Sponsor.
• The Organiser confirms that, whenever possible, it will use its reasonable endeavours to ensure that the Organiser’s stand is located in the area of Venue originally allocated to the Sponsor. However, the Organiser reserves its right at its sole discretion to re-locate the Sponsor’s stand for whatever reason before the Event. And assumes no responsibility or liability whatsoever to the Sponsor for its decision in this respect. 
• The Organiser confirms that, whenever possible, it will use its reasonable endeavours to ensure that the Sponsor's Marks will be present in accordance with this agreement.

 

8. Representations and warranties

• Each party warrants and undertakes to the other that:
• it has full authority to enter into this agreement and is not bound by any agreement with any third party that adversely affects this agreement; and
• it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this agreement.
• The Sponsor represents and warrants that:
• it owns or is solely entitled to use the Sponsor's Marks and any other material supplied to the Organiser in relation to this agreement and the Organiser shall be entitled to see evidence to this effect on request;
• the Organiser's use of the Sponsor's Marks in accordance with 12.1 will not infringe the rights of any third party.

 

9. Anti-bribery

• Each party agrees that it 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 (Relevant Requirements);
• maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
• promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this agreement;
• immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of its organisation or acquires a direct or indirect interest in it, and it warrants that it has no foreign public officials as direct owners, officers or employees or at the date of this agreement.
• Each party shall ensure that any person associated with it who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on the Sponsor in this 9 (Relevant Terms). The party shall be responsible for the observance and performance by these persons of the Relevant Terms, and shall be directly liable to the other party for any breach by these persons of any of the Relevant Terms.
• Breach of this 9 shall be deemed a material breach under 14.1 (b).
• For the purpose of this 9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively. 

 

10. Indemnities

• The Sponsor shall indemnify the Organiser 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 the Organiser arising out of or in connection with: 
• any claim made against the Organiser 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 the Organiser's use of the Sponsor's Marks in accordance with this agreement;
• any claim made against the Organiser 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 the Organiser 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.
• The indemnities in this 10 shall apply whether or not the indemnified party has been negligent or at fault.
• 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 in this 10 (a Claim), the indemnified party shall:
• as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
• not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed), provided that the indemnified party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the indemnifying party, but without obtaining the indemnifying party's consent) if the indemnified party believes that failure to settle the Claim would be prejudicial to it in any material respect;
• subject to the indemnifying party providing security to the indemnified party to the indemnified party's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the indemnifying party may reasonably request to avoid, dispute, compromise or defend the Claim.
• 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

• Nothing in this agreement shall limit or exclude a party's liability:
• for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• for fraud or fraudulent misrepresentation; 
• 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
• under the indemnities set out at 9.1 (a), 9.1 (b).
• Subject to 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:
• loss of revenue or anticipated revenue;
• loss of savings or anticipated savings;
• loss of business opportunity;
• loss of profits or anticipated profits;
• wasted expenditure; or
• any indirect or consequential losses.
• Subject to 11.1, the Organiser's maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this agreement shall be limited to the amount of the Sponsorship Fee paid by the Sponsor under or pursuant to this agreement (the Cap). 

 

12. Intellectual Property Rights

• The Organiser and the Sponsor acknowledge as follows:
• all rights in the Sponsor's Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor, and, save as expressly provided in 3.3, the Organiser shall not acquire any rights in the Sponsor's Marks, nor in any developments or variations of them;
• all rights in the Organiser's Marks,  including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and, save as expressly provided in 3.1(a), the Sponsor shall not acquire any rights in the Organiser's Marks, including any developments or variations of them;
• All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser or jointly by the Organiser and the Sponsor shall, with the exception of the Sponsor's Marks, be the sole and exclusive property of the Organiser and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Organiser on request, whenever that request is made.

 

13. INSURANCE

13.1    It is a condition of this contract Exhibitors arrange adequate insurance to protect themselves and others attending the show. The minimum limit of Public Liability expected is £2 million each occurrence. To provide you with this level of minimum cover and further additional covers for your benefit, Digital Accountancy Media Limited has arranged for Exhibitors to be protected under their insurance policy for an Insurance Participation Fee charged with your stand/space rental. An “Evidence of Insurance as an Exhibitor” document, summarising the cover provided, will be issued by email when payment of the Insurance Participation Fee is made with your invoice. Please note the Insurance Participation Fee must be paid to initiate your insurance protection and payment must be made no later than the start of the build up period of the event.

 

13.2        The Standard Limits and Cover provided to our participating Exhibitors are:

 

Cover Headings

Standard Limits

Brief Summary of the Cover

Exhibitor Expenses

GBP

20,000

Loss of irrecoverable expenses sustained as a result of cancellation, abandonment, curtailment, postponement or removal to alternative premises; inability to open or keep open your stand/space due to damage to Exhibitor Property at the Venue, in transit to the Venue or damage to the Venue itself; late or non-arrival of Exhibits or of your staff/representatives; failure to vacate the Venue within the contracted time; reasonable additional costs and expenses incurred in avoiding or diminishing a loss; for reasons beyond yours and the Organisers control.

Exhibitor Property

GBP

20,000

Physical loss of or damage to property for which you are responsible, including exhibits, stands, displays, equipment, furnishings, stationery, promotional literature, being brought to the venue for the purposes of the Exhibition. You are responsible for the first £50 of any claim.

Exhibitor Liability

GBP

2,000,000

any one occurrence

Legal liability to pay compensation, legal costs and expenses as a result of accidental death or injury to a third party and/or damage to their property at the Venue. You are responsible for the first £250 of any claim for third party property damage.

 

If you believe you already have adequate Public Liability cover in place you will receive email instructions of how this can be uploaded onto InEvexco Ltd’s online portal. This will then be reviewed by InEvexco Ltd, who are a specialist insurance broker who administer the Digital Accountancy Media Limited Exhibitor Insurance. This should be uploaded at least 30 days prior to the exhibition opening. If for any reason your Evidence of Alternative Insurance is deemed inadequate by InEvexco then they will inform you why this is the case and what you need to do to satisfy Digital Accountancy Media Limited contract conditions regarding insurance. If you disagree with InEvexco’s decision you may make use of InEvexco’s appeals procedure. 

Please do not send any insurance documentation to Digital Accountancy Show. A full specimen policy wording, showing the terms, conditions and exceptions of the cover and the Exhibitors Insurance Product Information Document is available from InEvexco via their website https://www.inevexco.co.uk/our-services/event-and-exhibition-exhibitors-insurance. We strongly recommend you read the Inevexco policy wording as some exclusions apply. This service is provided on a non-advised basis and you should make sure the limits offered are sufficient for your needs.

The Organiser accepts no liability in contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of, quality, fitness for purpose or access to or provision of the insurance policy by InEvexco Ltd. The Organiser has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of InEvexco Limited or any third parties required to provide the insurance policy and related services hereunder. 

The Organiser requires Exhibitors to have adequate Public Liability insurance cover when they exhibit at its events. This is incidental to the services the Organiser provides as the event organiser. InEvexco Ltd are authorised and regulated by the Financial Conduct Authority (FCA) to provide relevant insurance mediation services, under number 579079. The FCA’s register can be accessed through www.fca.org.uk. 

 

14. Event cancellation 

• The Organiser reserves the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:
• the Organiser shall not be in breach of this agreement by virtue of that cancellation or abandonment;
• on the Organiser notifying the Sponsor of such cancellation this agreement any obligations of the Organiser in relation to organising the Event shall terminate.
• Should the event be cancelled, the Organiser will arrange a similar event in which case your committed budget will roll over into the new  event. In the situation where the Organiser cannot hold a face-to-face event, a replacement virtual event will be held and the Sponsors budget (to the same commercial value) will
• be rolled into the virtual event.

 

1. The Sponsor has the right to cancel the Event by giving notice in writing to the Organiser of the cancellation. The following percentage of the Event Sponsorship Fee will be applicable and payable to the Organiser by the Sponsor in case of cancelation by the Sponsor:

 

• Time of Cancellation by the Sponsor: Within 14 days of signing

  • % of Event Sponsorship Fee Payable: 0%
  • % Refund of Event Sponsorship Fee: 100%

• Cancellation before 28 weeks of the event

  • % of Event Sponsorship Fee Payable: 50%
  • % Refund of Event Sponsorship Fee: 50%

• Cancellation within 28 weeks of the event

  • % of Event Sponsorship Fee Payable: 100%
  • % Refund of Event Sponsorship Fee: 0%

 

2. Termination

• Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
• the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
• the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so. However, this 14-day period will be reduced to three Business Days if the Organiser calls upon the Sponsor to remedy the breach during, or within, the 14 -day period before the Event begins;
• 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 or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);
• 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 [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
• the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
• 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) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
• 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);
• 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;
• 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;
• 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;
• 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 14.1 (d) to 14.1 (l) (inclusive);
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; 
• For the purposes of 15.1 (b), 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:
• a substantial portion of this agreement; or
• any of the obligations set out in clause 4.2,  6, 7 or 9,

over the term of this agreement. 

 

3. Consequences of termination

• On termination or expiry of this agreement:
• the Sponsorship Rights granted by the Organiser to the Sponsor under this agreement shall immediately terminate and revert to the Organiser; 
• following termination of the Sponsorship Rights and their reversion to the Organiser the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Organiser or the Event;
• within 15 days after the date of termination, the Sponsor shall destroy or, if the Organiser shall so elect, deliver to the Organiser or any other person designated by the Organiser, at the Sponsor's expense, all Sponsor's Event Materials in its possession or control;
• each party shall promptly return to the other any property of the other within its possession or control;
• each party shall pay to the other any sums that are outstanding and to be accounted for under this agreement;
• the following clauses shall continue in force: 1 (Definitions and interpretation), 10 (Indemnities), 11 (Limitation of liability), 15 (Event cancellation), 16 (Consequences of termination), 17 (Confidentiality) and 22 (Set-off) to 31 (Governing law and jurisdiction).
• Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

 

4. Force majeure

• Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
• acts of God, flood, drought, earthquake or other natural disaster;
• epidemic or pandemic, including relating to Covid;
• terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
• nuclear, chemical or biological contamination or sonic boom;
• any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent;
• collapse of buildings, fire, explosion or accident; and
• any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
• interruption or failure of utility service.
• Provided it has complied with 16.4 and subject to 14, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
• The Affected Party shall:
• as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
• use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

17.4     If the Force Majeure Event prevents, hinders or delays the Organiser to organise and hold the Event, the Organiser will use its reasonable endeavours to  re-arrange an event similar to the Event at a similar venue and within a reasonable period of time and, in such event, this Agreement shall remain in force and the Organiser shall be under no obligation to refund the Event Sponsorship Fee (or any part of it).

 

5. Confidentiality

• Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement]in connection with the Event and/or the Website(s) including:
• the existence and terms of this agreement;
• any information that would be regarded as confidential by a reasonable business person relating to:
• the business, affairs, customers, clients, Organisers,  plans , intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
• the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
• any information developed by the parties in the course of carrying out this agreement; and

Representatives means, in relation to a party, its employees, officers, representatives and advisers.

• The provisions of this clause shall not apply to any Confidential Information that:
• is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
• was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
• was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; 
• the parties agree in writing is not confidential or may be disclosed.
• Each party shall keep the other party's Confidential Information confidential and shall not:
• use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
• disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
• A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
• it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
• at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
• A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this 17.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
• A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
• Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.
• On termination of this agreement, each party shall:
• destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; and
• erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).

 

6. Data protection

• For the purposes of this clause 19, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
• Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This Clause,19 is in addition to, and does not relieve, remove, or replace, a party's obligations or rights under Applicable Data Protection Laws.
• The parties have determined that for the purposes of Applicable Data Protection Laws the Organiser shall process the personal data as set out as processor on behalf of the Client.
• The Sponsor consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Organiser in connection with the processing of Organiser Personal Data, provided these are in compliance with the then-current version of the Organiser's privacy policy available at (www.digitalaccountancy.com (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.
• Without prejudice to 19.2, the Sponsor will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Organiser Personal Data and Sponsor Personal Data to the Organiser and/  or lawful collection of the same by the Organiser for the duration and purposes of this agreement.
• Without prejudice to 19.2, the Organiser shall, in relation to Sponsor Personal data:
• process that Sponsor Personal Data only on the documented instructions of the Sponsor, which shall be to process the Sponsor Personal Data for the purposes of this Agreement (Processing, personal data and data subjects) unless the Organiser is required by Applicable Laws to otherwise process that Sponsor Personal Data (Purpose). Where the Organiser is relying on Applicable Laws as the basis for processing Sponsor Processor Data, the Organiser shall notify the Sponsor of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Sponsor on important grounds of public interest. The Organiser shall inform the Sponsor if, in the opinion of the Organiser, the instructions of the Sponsor infringe Applicable Data Protection Laws;
• implement the technical and organisational measures reasonably necessary (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of Sponsor Personal Data and against accidental loss or destruction of, or damage to, Sponsor Personal Data, which the Sponsor has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• ensure that any personnel engaged and authorised by the Organiser to process Sponsor Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
• assist the Sponsor insofar as this is possible (taking into account the nature of the processing and the information available to the Organiser), and at the Sponsor's cost and written request, in responding to any request from a data subject and in ensuring the Sponsor's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify the Sponsor within a reasonable time on becoming aware of a personal data breach involving the Sponsor Personal Data; 
• at the written direction of the Sponsor, delete or return Sponsor Personal Data and copies thereof to the Sponsor on termination of the agreement unless the Organiser is required by Applicable Law to continue to process that Sponsor Personal Data. For the purposes of this 18.8 (f), Sponsor Personal Data shall be considered deleted where it is put beyond further use by the Organiser.
• The Sponsor provides its prior, general authorisation for the Organiser to:
• appoint sub-processors to process the Sponsor Personal Data, provided that the Organiser:
• shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Organiser in this clause 19;
• shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Organiser; and
• shall inform the Sponsor of any intended changes concerning the addition or replacement of the processors, thereby giving the Sponsor the opportunity to object to such changes provided that if the Sponsor objects to the changes and cannot demonstrate, to the Organiser's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Sponsor shall indemnify the Organiser for any losses, damages, costs (including legal fees) and expenses suffered by the Organiser in accommodating the objection.
• transfer Sponsor Personal Data outside of the UK as required for the Event, provided that the Organiser shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Sponsor shall promptly comply with any reasonable request of the Organiser, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
• Either party may, at any time on not less than 30 (thirty) days' notice, revise this Clause 19 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
• The Organiser's liability for losses arising from breaches of this clause 19 is as set out in clause 10.3.
• Each party undertakes that it shall not at any time during this agreement, and for a period of 2 (two) years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, clients, clients or Organisers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by 19.2.
• Each party may disclose the other party's confidential information:
• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 19; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

 

7. Value added tax

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

 

8. Interest 

• If a party fails to make any payment due to the other party under this agreement by the due date for payment, then, without limiting the other party's remedies under 15, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

 

9. Set-off

All amounts due under this agreement shall be paid by the Sponsor to the Organiser in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

10. No partnership or agency

• Nothing in this agreement 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 on behalf of any other party.
• Each party confirms it is acting on its own behalf and not for the benefit of any other person.

 

11. Third party rights

• This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
• The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

 

12. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

13. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the other party’s express written consent.

 

14. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

15. Severance

• If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
• If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

16. Entire agreement

• This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• Each party acknowledges that in entering into this agreement it does not rely on [and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. 
• Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
•  Nothing in this clause shall limit or exclude any liability for fraud.

 

17. Notices

• Any notice given to a party under or in connection with this contract shall be in writing and shall be:
• delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 
•  sent by fax to its main fax number or if sent by email to the address below:

Organiser: d.cockerton@digitalaccountancyshow.co.uk

• Any notice shall be deemed to have been received:
• if delivered by hand, on signature of a delivery receipt;
• if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
• if sent by fax  or email, at 9.00 am on the next Business Day after transmission.
• This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

 

18. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

 

19. Jurisdiction

• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
• This agreement has been entered into on the date stated at the beginning