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1. Effectiveness.
This Agreement, including the UK STAA Collaborative European Event Sponsorship Agreement (Confirmation Form) and these Terms and Conditions, shall constitute a binding agreement between the Sponsor and the Event Partners upon the Event Partners’ signature of this Agreement. Upon acceptance by the Event Partners, a copy of the Agreement will be sent to the Sponsor. The effective date of the Agreement (Effective Date) shall be the date on which the Event Partners execute the Agreement.
2. Term.
The term of this Agreement shall commence on the date stated in the Confirmation Form and shall continue until 23:59 on the day following the Event.
3. Sponsor’s Activities and Materials.
The Sponsor’s activities and materials shall not interfere with any other Event Partners’ sponsorships or any Event Partners’ events at which the Sponsor is participating pursuant to this sponsorship.
All demonstrations, exhibits, advertisements and promotional materials must be in accordance with this Agreement and must at all times comply with all applicable laws regarding obscenity, defamation, copyright, trademark and other intellectual or intangible property rights.
Distribution of food or drinks, promotional giveaways, and the sale of any products or services at any Event Partners’ event must be approved in advance by the Event Partners.
The Sponsor agrees to deliver to the Event Partners all materials reasonably required for the performance of this Agreement in a format and within the deadlines set by the Event Partners.
The Sponsor understands and agrees that upon initial proofing of any advertising materials or the Event Partners’ use of the Sponsor’s logo, trademark or trade name, and written confirmation from the Sponsor of approval of the proof, any modification or revision of the Sponsor’s advertising materials, logo, trademark, service mark or trade name in any sponsorship materials requested by the Sponsor are the sole responsibility and direct cost of the Sponsor.
The Sponsor grants the Event Partners a non-exclusive licence throughout the term of this Agreement to use, display and reproduce (in print, electronically or otherwise) the Sponsor’s name, trade names, trademarks, service marks, logos and product names in any Event Partners’ materials.
The Sponsor authorises the Event Partners to take photographs of the Sponsor’s exhibits at any Event Partners’ event and to use such photographs for any legitimate promotional purpose of the Event Partners.
The Sponsor acknowledges that all rights in and to the Event Partners’ names and logos, and all artwork, trademarks, service marks and all goodwill associated therewith, shall be owned and controlled exclusively by the Event Partners, and the Sponsor shall have no right, title or interest therein or thereto.
Notwithstanding the foregoing, and subject to the prior written approval of the Event Partners in each instance, which may not be unreasonably withheld or delayed, the Sponsor shall have the right during the term of this Agreement to identify itself as a sponsor of the Event Partners in its advertising.
4. Copyrighted Material.
The Sponsor agrees not to play, broadcast, perform or distribute any copyrighted material owned by others without first obtaining, at the Sponsor’s own expense, all necessary rights and licences and paying in full all required royalties or other licensing fees.
The Event Partners reserve the right not to publish or to remove any Sponsor material incorporating copyrighted material for which the Sponsor fails to provide sufficient evidence of authorisation in a timely manner. The Event Partners also reserve the right to terminate this Agreement and revoke the sponsorship in the event of any copyright infringement.
5. Editorial Discretion.
The Event Partners reserve the right to place the word ‘Advertisement’ or words of similar meaning in any Sponsor content. The Sponsor is subject to investigation by the Event Partners of the Sponsor’s products and services in light of any representations or claims made in content regarding such products or services.
The Event Partners reserve the right to reject any of the Sponsor’s content which the Event Partners, in their sole discretion, determine to be inconsistent with their publication standards or with the overall character of the sponsored event.
6. Default and Remedies.
If the Sponsor fails to make any payment or otherwise breaches any provision of this Agreement and fails to cure the breach within 10 days after the Sponsor has received written notice from the Event Partners of the breach, the Event Partners shall have the right to exercise (without further notice) any one or more of the following remedies:
In addition, the Event Partners may keep any and all monies received from the Sponsor and collect any remaining instalment payments for the sponsorship from the Sponsor. The parties agree that the sums payable under this clause represent a genuine pre‑estimate of the Event Partners’ loss and are not a penalty.
Upon termination of this Agreement, the Event Partners may (without prejudice to any other available remedy) resell the sponsorship in any manner the Event Partners deem advisable, in their sole discretion, without any obligation to the Sponsor.
If the Event Partners breach any provision of this Agreement and fail to cure the breach within 10 days after the Event Partners have received written notice from the Sponsor of the breach, the Sponsor shall be entitled only to terminate this Agreement and to recover from the Event Partners a pro rata portion of the sponsorship fee paid to the Event Partners that is attributable to any services that were not provided by the Event Partners.
7. Limitation on Liability and Indemnification.
Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Neither the Event Partners nor their officers, directors, members, employees, agents or representatives shall be responsible for any injury, loss or damage to the Sponsor, the Sponsor’s employees, invitees, licensees or guests, or the Sponsor’s property, from any cause (including, but not limited to, errors or omissions in any advertising or promotional materials).
Under no circumstances shall the Event Partners or their officers, directors, members, employees, agents or representatives be liable for any special, indirect, incidental or consequential loss or damage, or any loss of profit, loss of use, loss of opportunity, or any cost or damage resulting from such loss, and the Event Partners’ total liability hereunder, if any, shall in no case exceed the amount of the sponsorship fee received from the Sponsor.
The Sponsor acknowledges that the risk allocations contained in this Section 7 are reasonable based on the understanding that the Sponsor shall obtain, at its own expense, adequate insurance against any such injury, loss or damage.
The Sponsor assumes full responsibility and liability for the actions and omissions of its agents, employees, independent contractors and representatives, whether acting within or without the scope of their authority, and agrees to defend, indemnify and keep indemnified the Event Partners and their officers, directors, members, employees, agents or representatives from and against any and all claims resulting either directly or indirectly from any such actions or omissions.
8. Insurance.
The Sponsor shall at all times throughout the term of this Agreement maintain insurance, at the Sponsor’s sole cost and expense, in an amount and scope reasonably satisfactory to the Event Partners and sufficient to cover the liabilities of the Sponsor under this Agreement, including the Sponsor’s contractual obligations to defend, indemnify and keep indemnified as stated in this Agreement.
9. Laws, Taxes and Licences.
The Sponsor shall observe and abide by all applicable laws, codes, ordinances, rules and regulations, as well as all rules and regulations of the Event Partners and any host venue, if applicable.
The Sponsor shall conduct itself, and shall require its agents, employees, independent contractors and representatives to conduct themselves, at all times in accordance with good industry practice standards for the Sponsor’s industry and all other customary standards of decorum and good taste in the industry.
The Sponsor shall be responsible for obtaining, at its sole cost and expense, any licences, permits or approvals required under laws applicable to the Sponsor’s activities under this Agreement. The Sponsor shall be responsible for paying all taxes, licence fees or other charges that may become due to any governmental authority relating to the Sponsor’s activities under this Agreement.
10. Non-Transferable.
The Sponsor may not sell, transfer or assign any of the rights granted to the Sponsor under this Agreement without the prior written consent of the Event Partners, which consent may be granted or withheld in the sole and absolute discretion of the Event Partners.
The sponsorship shall be used exclusively for the promotion of goods and services manufactured, sold or provided by the Sponsor, and the Sponsor may not assign, sublet or otherwise advertise or promote any other goods or services or any other firm as part of this sponsorship without the prior written consent of the Event Partners, which consent may be granted or withheld in the sole and absolute discretion of the Event Partners.
11. Non-Exclusivity.
Except for certain exclusive vendor categories within the Title and Platinum Sponsorship as outlined in the attached Corporate Sponsor & Initiation Fee Benefits, the Sponsor acknowledges and agrees that the Sponsor is not the sole or exclusive sponsor of the Event Partners in any particular category or for any particular Event Partners’ event, and that the Event Partners are entitled to permit other persons or entities to act as sponsors of the Event Partners or for any Event Partners’ event, including, without limitation, persons or entities that may be in direct competition with the Sponsor.
12. Force Majeure.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
A Force Majeure Event means any event or circumstance beyond a party’s reasonable control, including (without limitation): acts of God; fire; flood; explosion; earthquake; adverse weather; epidemic or pandemic; communicable disease outbreak; government restrictions or public health measures; war; terrorism; civil unrest; industrial action; failure of utilities; or the closure or unavailability of the event venue.
If a Force Majeure Event prevents the Event Partners from delivering the Event in accordance with this Agreement, the Event Partners shall notify the Sponsor as soon as reasonably practicable and may, at their discretion:
If the Event is postponed, the sponsorship shall automatically transfer to the rescheduled Event date. If the Event is cancelled, the Sponsor shall be entitled to a refund of the sponsorship fee, less any non‑recoverable costs already incurred by the Event Partners.
Nothing in this clause shall oblige the Event Partners to refund any sums that have already been committed to third‑party suppliers and cannot be recovered.
13. Government Restrictions.
Further and notwithstanding anything to the contrary in this Agreement, if the UK Government imposes a ban on meetings or events that would result in a decrease of more than 40% of the number of registered participants at the Event within the period that is two weeks before or during the Event itself, then the Event Partners shall be entitled to postpone the Event to a date that shall be mutually agreed with the venue.
In such an eventuality, the sponsorship will be transferred to the new Event date. The Sponsor will be notified of any such changes to the sponsorship.
14. Governing Law, Jurisdiction and Legal Fees.
This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of England and Wales.
If any legal action is commenced to resolve any dispute under this Agreement, the Sponsor and the Event Partners hereby consent to the jurisdiction of England and Wales and agree that the prevailing party shall be entitled to an award of reasonable legal fees and litigation expenses, in addition to any other remedy obtained.
15. Data Protection.
Each party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.
The Sponsor acknowledges that the Event Partners may process personal data relating to the Sponsor for the purposes of administering this Agreement, fulfilling sponsorship obligations, and promoting the Event.
The Sponsor warrants that any personal data it provides to the Event Partners has been collected and supplied in compliance with applicable data protection laws.
The Event Partners shall process such personal data as a controller and in accordance with their privacy notice, and shall implement appropriate technical and organisational measures to protect such personal data.
16.Anti‑Bribery and Anti‑Corruption
Each party shall comply with all applicable anti‑bribery and anti‑corruption laws, including the Bribery Act 2010.
The Sponsor shall not offer, promise, give, request or accept any bribe or improper financial advantage in connection with this Agreement.
The Event Partners may terminate this Agreement immediately if the Sponsor breaches this clause.
17. Health and Safety
The Sponsor shall comply with all applicable health and safety laws and all venue rules, policies and instructions notified to it by the Event Partners or the venue.
The Sponsor shall ensure that all equipment, displays and materials it brings to the Event are safe, fit for purpose and compliant with all relevant regulations.
The Sponsor shall be responsible for any risk assessments required for its activities.
18. Cancellation
The Event Partners may cancel the Event for operational, commercial or safety reasons. In such circumstances, the Sponsor shall be entitled to a refund of the sponsorship fee, less any non‑recoverable costs already incurred by the Event Partners.
If the Sponsor cancels its participation, the sponsorship fee shall remain payable in full and no refund shall be due.
19. Payment Terms
The sponsorship fee shall be payable within 30 days of the date of invoice.
All fees are exclusive of VAT, which shall be charged at the applicable rate.
If any payment is not made by the due date, the Event Partners may charge interest at 4% above the Bank of England base rate until payment is received.
The Event Partners may suspend performance of this Agreement until all overdue sums are paid.
20. Confidentiality
Each party shall keep confidential all information disclosed by the other party that is marked or reasonably understood to be confidential.
Confidential information shall not include information that is publicly available, already known to the receiving party, or required to be disclosed by law.
This clause shall survive termination of this Agreement.
21. Entire Agreement.
This Agreement constitutes the entire agreement and understanding between the Sponsor and the Event Partners with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications and understandings, both written and oral, regarding such subject matter.
This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
22. Notices
Any notice given under this Agreement shall be in writing and shall be delivered by hand, sent by pre‑paid first‑class post, or sent by email to the addresses specified in the Confirmation Form (or to such other address as either party may notify in writing).
A notice shall be deemed received:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
23. Severability
If any provision of this Agreement is held to be invalid, unlawful or unenforceable, that provision shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
If any invalid, unlawful or unenforceable provision would be valid, lawful or enforceable if some part of it were deleted, the provision shall apply with such modification as is necessary to make it valid, lawful and enforceable.
24. Third‑Party Rights A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This does not affect any right or remedy of a third party which exists or is available apart from that Act.
