Terms and Conditions
WEBSITE TERMS & CONDITIONS
1 April 2020
Bridge2Food is a trade name of FoodCompanions BV, registered at the Chamber of Commerce of Utrecht in The Netherlands under number 30179741 and with VAT number NL817764525B01. FoodCompanions Impact BV, is registered at the Chamber of Commerce of Utrecht in The Netherlands under number 76710254 and with VAT number NL860766202B01.
1.1 The terms and conditions (the “Terms”) set out below will govern your use of this website (the “Site”). The Site is owned and operated by FoodCompanions BV registered in the Netherlands no. 30179741 (“FoodCompanions BV”, “Us”, “We” or “Our”). FoodCompanions BV specifically reserves all rights to limit provision of Our products and services to select persons, countries or geographic regions. FoodCompanions BV is a daughter company of FoodCompanions Holding BV. For a list of our group entities, branches and their contact details, please see our contacts page at https://bridge2food.com/contact/ . Bridge2Food is a trade name of FoodCompanions BV.
1.2 Please read these Terms carefully. By continuing to access and use the Site you are deemed to have understood and agreed to them. If you do not agree to them you must refrain from using this Site and any services available through it.
2.1 This Site contains information, text, data, graphics, photographs, illustrations, artwork, names, logos, trade marks and information about FoodCompanions BV and its partners and on the products and services it and they provide (the “Information”).
2.2 The Site, Information and Content (as described below) is provided “as is” and on an “as available” basis only and Bridge2Food does not give any representation, warranty, condition or other term as to its accuracy, timeliness, completeness, performance or fitness for a particular purpose of the Site or any of the Content or Information. FoodCompanions BV has tried to ensure that all the Information provided on the Site is correct at the time of publication. However no responsibility is accepted by or on behalf of FoodCompanions BV for any errors, omissions, or inaccurate Information or Content on the Site. Further, FoodCompanions BV does not warrant that the Site will be uninterrupted or error free or that any defects will be corrected.
2.3 FoodCompanions BV accepts no liability for the results of any action taken on the basis of the Information or Content and all implied warranties, conditions and other terms including but not limited to the implied warranties, conditions or terms of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy are excluded from these Terms to the extent that they may be excluded as a matter of law. We do not attempt to exclude any rights you may otherwise have as a consumer that We cannot exclude as a matter of law.
2.4 When you purchase a Product or Subscription (as described below), FoodCompanions BV’s liability in contract, tort (including negligence) or otherwise arising out of or in connection with the performance or observance of its obligations to supply any Product or Subscription under these Terms shall be limited to the amount of the price paid by you to Us in respect of the Product or Subscription in question.
2.5 Without prejudice to clause 2.4, save in respect of death or personal injury resulting from our negligence or fraud, neither FoodCompanions BV nor any of its directors, employees or other representatives will be liable for any loss you suffer including, without limitation, indirect or consequential loss, or any damages arising from loss of use, data or profits, whether in contract, tort or otherwise, arising out of or in connection with the use of this Site.
2.6 You accept that after you leave this Site (whether knowingly or not) FoodCompanions BV can no longer be responsible in any way for any material that you encounter and We exclude to the fullest extent permitted by law all liability that may arise with respect to or as a result of such material causing any damage, costs, injury or financial loss of any kind.
2.7 You indemnify and hold FoodCompanions BV and any of its officers, employees or agents harmless from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from your use of, or conduct on, the Site, any provision or use of your Content and/or any breach of these Terms.
3.2 You are solely responsible for all use of and for protecting the confidentiality of your email verification and password. You must not share this information with any third parties. You must notify Us immediately of any unauthorised use of them or any other breach of security regarding Our Site that comes to your attention. Additionally, you indemnify Us against any unauthorised use of your User details, including use by a third party where you have allowed or facilitated access.
3.3 You undertake to register as a User using accurate, complete and current information and to maintain and update any changes to that information.
3.4 You acknowledge that permission to become a User is granted at the sole discretion of FoodCompanions BV and such permission may be withdrawn at any time without notice.
4.1 Websites or web pages to which this Site is linked are for information purposes and have not been reviewed by FoodCompanions BV. To the extent that such websites or web pages do not contain information about FoodCompanions BV, our Products and services, we accept no responsibility for the content of such Sites or web pages, nor do we accept responsibility for any losses or penalties incurred as a result of your use of any links or reliance on the content of any website to which this Site is linked.
4.2 When you access a website, through a link from the Site, you accept that it is independent from the Site and that FoodCompanions BV has no control over the content of the linked third party website. Accordingly a link to a website does not mean that FoodCompanions BV endorses or accepts any duty or responsibility for the content, accuracy or the use of the contents of such website. The content on third party websites may change without notice to FoodCompanions BV. You should take precautions to insure protection of your privacy as well as to insure against Destructive Features (as described below).
4.3 You may not frame, link or deep-link this Site except for the home page to any other website without our prior written consent. Should you wish to frame or to set up a link / deep-link to our Site please contact us, you may find all contact details on our 'About us' page.
5. Computer Viruses, Worms and Trojan Horses
5.1 Whilst we use reasonable endeavours to protect this Site (including Information and downloads) from computer viruses, worms, Trojan Horses and other such destructive features (the “Destructive Features”), we do not warrant that the Site is free from such Destructive Features and accept no liability for any damage that may result from the transmission of any Destructive Feature via this Site or via any files which are available for you to download from the Site. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
5.2 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Site or any service made available through it and that it is compatible with the Site. We give no warranty, condition or other term that the Information is compatible with all computer systems and browsers.
6. Intellectual Property Rights and Reproduction
6.1 Except as is otherwise indicated on the Site, FoodCompanions BV and/or its licensors own the copyright in all the Information featured on this Site and all related intellectual property rights, including but not limited to all database rights, unregistered and registered trade marks, service marks and logos. You should not infer any affiliation, sponsorship or endorsement from the use of third party marks on the Site, as such marks are used solely to designate certain products or services as belonging to their owners. Nothing in this Site is intended to grant, by implication or otherwise, any licence or right under any patent, trade mark or other intellectual property owned by FoodCompanions BV or any licensor or third party.
6.2 You are permitted to download, print, store temporarily, retrieve and display Information from the Site on a computer screen, print individual pages on paper (but not photocopy them) and store such pages in electronic form on disk (but not on any server or other storage device connected to the network) for your personal use or for internal use within your organisation.
6.3 You are not permitted (except where we have given you express permission to do so or you are otherwise permitted to do so by law) to adapt, modify, copy, reproduce, distribute, republish, disassemble, decompile, reverse engineer, create derivative works from, download, post, broadcast, transmit or re-transmit in any other way any of the Information on the Site.
7. Participating in online communities
7.1 If applicable, Users of this Site may post CVs, job searches, comments and other content, questions, or other information (“Content”) onto the Site, as long as the Content is not illegal, obscene, pornographic, abusive, threatening, defamatory, false, unreliable, misleading, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to Us or to third parties, or objectionable, does not consist of or contain any Destructive Features, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” and does not bring the Site or FoodCompanions BV into disrepute. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Content. We reserve the right (but not the obligation) to remove or edit any Content.
7.2 If you do post Content on this Site, you grant the following rights to the following persons unless and until you remove your Content from this Site or notify Us of the revocation of this licence: a) to FoodCompanions BV: i) a limited, non-exclusive, royalty-free and fully sub-licensable right to use, reproduce, modify, adapt, publish, create derivative works from, distribute, and display such Content throughout the world in connection with the Site; and ii) the right to use the name that you submit in connection with such Content unless you notify Us otherwise; b) to each user of this Site, a non-exclusive licence to access your Content through this Site, and to use, reproduce, distribute and display such Content as permitted under these Terms.
7.3 After posting your Content to this Site, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. The licence does not grant Us the right to sell your Content, nor does the licence grant Us the right to distribute your Content outside of the Site (other than to users of the Site).
7.4 You represent and warrant that you own or otherwise control all of the rights to the Content that you post; that, as at the date that the Content is submitted to FoodCompanions BV: (i) the Content is accurate; (ii) use of the Content you supply does not breach any applicable FoodCompanions BV policies or guidelines and will not cause injury to any person or entity (including that the Content is not defamatory). You agree to indemnify FoodCompanions BV for all claims brought by a third party against FoodCompanions BV arising out of or in connection with a breach of any of these warranties.
7.5 You are solely responsible for the Content that you post on or through the Site. FoodCompanions BV does not endorse and has no control over the Content. Content is not necessarily reviewed by Us prior to posting and does not necessarily reflect the opinions or policies of FoodCompanions BV.
8. Your Further Use of This Site
You further agree not to use any Information on the Site except to the extent necessary to enable you to use the Site and the services provided through it. You shall not use the Site for any immoral or illegal purpose. In particular you agree that you will not:
a) upload any files that contain any Destructive Features; or
b) in any way damage, disable or impair the operation of the Site, or attempt to gain unauthorised access to the Site or to network connected to it, by hacking, spoofing or other such similar means.
9. Orders and subscriptions
9.1 If applicable, when you complete an order form on this Site to order any product (“Product”) or event tickets (“Tickets”) or to subscribe to this Site or a magazine or other regular publication (“Subscription”) and submit the order to Us using the ‘Submit’ button We will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to Us to purchase the Product or the Tickets or to enter into the Subscription as the case may be which is accepted only when We send an e-mail confirming that the Product or Tickets have been dispatched to you or specifying the web site where the Product or Tickets are located (“Download Area”) or that the Subscription has been accepted (“Order Acceptance”). There will be no contract for the supply of a Product or Tickets or Subscription unless and until FoodCompanions BV has issued an Order Acceptance for such Product or Tickets or Subscription.
9.2 You must ensure that you have completed any order form correctly. FoodCompanions BV does not accept any responsibility for the consequences of any errors in completion.
9.3 Each purchase of a Product or Tickets or Subscription will be a separate transaction even if there is more than one Product or Tickets or Subscription ordered at the same time.
9.4 Your credit or debit card (“Account”) will be debited with the cost of your purchase when We send you the Order Acceptance unless We notify you otherwise.
9.5 If, for any reason, your order is not accepted, you will receive e-mail notification telling you of this and your order will be cancelled. In circumstances where your order is cancelled We will not debit any money from your Account. If you have already paid for your purchase, we will refund you the full amount as soon as possible.
9.6 At any time when a Product or Tickets referred to in the Order Acceptance is in the Download Area you may access such Product or Tickets in the Download Area.
9.7 You will be responsible for the provision of the necessary software and equipment to enable you to access any Product or Tickets in the Download Area.
9.8 A Product or Tickets are only available to you in the Download Area for thirty (30) days after the issue of Our Order Acceptance. It is your responsibility to access the Product or Tickets in the Download Area within the time limit and if you fail to do so for any reason you will not be entitled to any refund of the payment you have made for the Product or Tickets.
9.9 FoodCompanions BV warrants that any Product and any Subscription shall a) conform to the description advertised on the Site; b) not infringe the intellectual property rights of any third party; and c) comply with all relevant legislation.
9.10 No representation or warranty, condition or term is given that any Product or Subscription purchased from Us is accurate, complete or current nor that it is of satisfactory quality or fit for purpose.
9.11 We shall not be responsible for your use of the Product or any Subscription. You shall be responsible for complying with any applicable data protection, copyright and other legislation and regulations.
9.12 Any Product or Tickets or Subscription supplied by FoodCompanions BV is for your use only and may be used only for the personal or, as the case may be, internal operational purposes of the purchasing business. It may not be used for any other commercial purpose whatsoever, nor may it be modified, copied, distributed, transmitted, displayed, performed, reproduced, published, licensed or transferred. No derivative works may be created from it nor may any information obtained from it be sold.
9.13 You may cancel the purchase of a Product within seven working days of the day after the date the item is delivered to you. However, you accept that this right to cancel does not apply to digital items (e.g.: Reports) where the Product is sent to a Download Area or where you purchase a Subscription to access the Site or other subscription only content that We provide since We will begin providing these services to you immediately. To cancel your purchase of a Product under this clause you should notify Us in writing within the seven working day period. You should then package the Product securely and send it to Us with a note confirming the contract cancellation. You are responsible for the costs of returning the Product to Us unless We delivered the item to you in error or the item is faulty. The return address the address in Clause 1.1. Where you are cancelling the purchase of a Product We will refund the relevant part of the purchase price for that Product.
9.14 You may cancel the purchase of Tickets according to below cancellation policy. When you are unable to attend, a substitute delegate is welcome at no extra charge. Please provide the name and the title of the substitute delegate at least 7 days prior to the meeting. For cancellations the following rules apply: – Cancellations received until 60 days before the start of the Platform: a refund minus 10% administration charge and when applicable credit card cost will be made; – Cancellations are received between 60-45 days before the start of the Platform: a complete set of meeting documentation will be sent to the delegate, and 50% of the invoice value, credit card and postal mailing costs will be refunded. – Cancellations received as less than 45 days before the start of the Platform: a complete set of documentation will be sent. No refunds will, however, be made.
9.15 Refunds of Subscriptions to a publication or, if applicable, to this Site are only available if a claim for a refund is made within thirty days of subscribing or renewing a Subscription. Claims for refunds must be made in writing to the address in Clause 1.1.
9.16 Prices displayed on the subscriptions section of the Site will prevail at all times in relation to orders placed on-line. Prices quoted on screen include delivery charges and taxes (where applicable) unless otherwise stated.
9.17 Unless a longer period has been agreed the minimum subscription period in all circumstances is one year.
9.18 Fixed-term subscriptions must be paid for in advance by cheque or credit/debit/charge card. Upon receipt and acceptance of your order and payment We will inform you of the date on which your subscription will begin.
10. Free Prize Draws and Competitions
If you are invited on this Site to enter any prize draw or competition, entry is subject to these Terms which must be read in conjunction with the general and specific terms and conditions that apply to that particular prize draw or competition located at the specific website page and which will be deemed to be incorporated into these Terms. In the event of any conflict between these Terms and the Promotion Terms, then the latter shall prevail.
11. Data Protection and the FoodCompanions BV Privacy & Cookies Policy
We may require basic information which identifies you as an individual, such as your name and email address, in order to enable you to take advantage of our services. We will only use such personal information for the purposes of providing information or services which you have requested or for other related purposes as set out in our Cookies Policy and Privacy Notice, which form part of these Terms.
12. Complaints or Queries
In the event that you have any complaints or queries concerning our services, Subscriptions, Products or Tickets or about this Site generally, please contact our Vincent Brain at firstname.lastname@example.org.
13. Changes to the Terms
FoodCompanions BV reserves the right, at its discretion, to make changes to any part of this Site, the Information or these Terms. Should these Terms be amended, we will publish details of the amendments on the Site. It is your responsibility to refer to and comply with these Terms on accessing this Site. Failure to comply may lead to action being taken against you. By continuing to use the Site after we have published the notification you agree to be bound by these Terms as amended.
14. Severability and waiver
14.1 If these Terms or any part of them should be determined to be illegal, invalid or otherwise unenforceable under the laws of any state or country in which these Terms are intended to be effective, then to the extent that they are so illegal, invalid or unenforceable, they shall in that state or country be treated as severed and deleted from these Terms and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable in that state or country.
14.2 If you breach these Terms and We take no action against you, We will still be entitled to enforce Our rights against you in relation to that breach and to use Our rights and remedies in any other situation where you breach these Terms.
15. Events beyond our control
FoodCompanions BV will not be responsible for any breach of these Terms (including in relation to supplying any Product or Subscription) caused by circumstances beyond its reasonable control, including without limitation acts of god, war, terrorism or technical difficulties.
16. File Download
Certain files of Information may be available for download from the Site. These files of Information are subject to these Terms.
17. Third Party Rights
Except for our affiliates, directors, employees or representatives, a person who is not a party to these Terms has no statutory or other right to enforce them, to the extent that any such right can be lawfully excluded.
18. Entire Agreement
Except for in the case of fraud, these Terms constitute the entire agreement between you and FoodCompanions BV in relation to the subject matter.
19. Governing law
These Terms are subject to Dutch law and to the exclusive jurisdiction of the Dutch courts.
SPONSORSHIP TERMS & CONDITIONS
11 January 2023
1.1. The definitions and rules of interpretation in this condition apply in the Contract:
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales.
Cancellation Table: the table detailing cancellation fees set out in the Payment Schedule to the Contract.
Charges: the Sponsorship Fee and any additional costs set out in the Order.
Confidential information: all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.
Contract: a contract between you and us in relation to sponsorship of the Event incorporating the Order and these Terms and Conditions under condition 2.
Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.
Data Protection Legislation: (i) the Data Protection Act 2018 and unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
Event: the event(s) to be organised by us as set out in the Order, which may be a physical event or a digital virtual event or other broadcast digital audio or video webinar.
Event Marks: the designation used singularly or collectively in association with the Event.
Force Majeure Incident: any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport disruptions, failure or shortage of power or broadband supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, performer’s property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order or Order Form: the order form summarising the Event(s) for which you will provide sponsorship, the Sponsorship Fee and other agreed principal terms.
Organiser’s Marks: the trade marks, brands and logos associated with the Event and if applicable associated publication to be used for all promotion, advertising and marketing of the Event, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event. Payment Schedule: the payment schedule summarised in the Order.
Sponsor’s Marks: your proprietary marks and logos details of which are supplied to us together with any of your accompanying artwork, design, slogan, text and other collateral marketing signs.
Sponsorship Fee: the sums set out in the Order.
Sponsorship Rights: the bundle of rights associated with the Event granted to you as set out in the Order.
Start Date: the date specified on the Order or if none is specified the date of the last signature on the Order.
Supplemental Payment Schedule: a schedule detailing the costs and dates for payment for any Additional Services we agree to provide.
Term: the period as set out in condition 3.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2. A reference to “we”, “us”, our” or “Bridge2Food” is to FoodCompanions BV, registered at the Chamber of Commerce in Utrecht in The Netherlands under number 30179741 and with VAT number NL817764525B01, with its registered office at Wageningen University Campus, Plus Ultra II, Bronland 10, 6708 WH Wageningen, The Netherlands.
A reference to “you”, “your” is a reference to the customer, your advertising agency
or other entity identified in the Order.
1.3. Condition headings shall not affect the interpretation of the Contract.
1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2. Conditions and Order
2.1. These conditions shall: (i) apply to and be incorporated in the Contract; and (ii) prevail over any inconsistent terms or conditions contained in, or referred to in, the Order or specification, or implied by law, trade custom, practice or course of dealing.
2.2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.
2.3. No order, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing services pursuant to the order, at which point a contract shall be formed between us and you for the supply and purchase of services specified in the order on these conditions.
2.4. Your standard terms and conditions (if any) attached to, enclosed with or referred to in the Order or sent under separate cover shall not govern the Contract.
2.5. To the extent there is any conflict between the Order and these conditions, the Order shall take precedence.
3.1. The Contract will take effect on and from the Start Date and shall continue for a period expiring 2 (two) calendar months after the Event.
4. Grant of rights and reservations
4.1. We grant and you accept (a) the Sponsorship Rights and (b) a licence to use the Event Marks during the Term, and in accordance with the terms and conditions set out in the Contract.
4.2. All rights not expressly granted to you under the Contract are reserved to us. You acknowledge and agree that we are the owner or controller of the Sponsorship Rights and of all rights in the Event Marks.
4.3. You grant and we accept a worldwide, non-exclusive, royalty free, sub-licensable licence to use the Sponsor’s Marks:
4.3.1.during the Term for the delivery of the Sponsorship Rights; and
4.3.2.in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (including on a website or mobile-device application).
5. Our Rights and obligations
5.1. We will procure the organisation and staging of the Event at our sole cost and expense in accordance with the terms of the Contract.
5.2. We will ensure that appropriate and reliable platforms are used for the delivery of digital events. For the avoidance of doubt we will not be responsible for power or broadband outages which are out of our control and defined as Force Majeure Incidents. Nor shall we be responsible for local power or broadband outages impacting individual sponsors or delegates or other attendees.
5.3. We use our reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to you.
5.4. We confirm that, whenever possible, we will ensure that the Sponsor’s Marks will be on display at the Event venue and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material in accordance with the Contract.
6. Your Rights and Obligations
6.1. You undertake to us:
6.1.1.to submit to us for our prior written approval, not to be unreasonably withheld or delayed, pre-production samples of any advertising, promotional or other material or press release which associates you with the Event, or which incorporates the Event Marks, before their distribution, production or sale;
6.1.2.to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks shall comply in all respects with the samples approved in accordance with condition 6.1.1 and to immediately withdraw them at your sole cost from circulation at our written request if they do not;
6.1.3.to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks will be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force;
6.1.4.to provide to us, at your sole cost and expense, all suitable materials including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by us for them to be reproduced under our control for the fulfilment of the Sponsorship Rights;
6.1.5.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;
6.1.6.not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under the Contract;
6.1.7.not do or permit anything to be done which might adversely affect, or diminish the value of, any of the Sponsorship Rights;
6.1.8.to use all reasonable endeavours to assist us in protecting the Event Marks and not to knowingly do, or cause or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the Event Marks or our title to the Event Marks or to the image of the Event, us or the Event venue;
6.1.9.to notify us of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless we request you to;
6.1.10. to notify us of the identity of your nominated speaker at the Event and the title of such speaker’s presentation as soon as reasonably practicable and, in any event, not later than 2 (two) weeks before the scheduled date of the Event.
6.2. You have no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without our prior written consent.
6.3. You will not engage in joint promotions with any third party in relation to the Event without our prior written consent.
7. Charges and Payment Terms
7.1. In consideration of the Sponsorship Rights granted to you, you will pay us (or our designated agent, as the case may be) the Sponsorship Fee, payable in the installments and on the dates set out in the Order, or if not stated in the Order, then:
126.96.36.199% on signing the Order; and
7.1.2.the balance of all Charges no later than 30 days prior to the Event.
7.2. You must pay to us all Charges in full within 30 days of the date on the invoice.
7.3. All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.
7.4. You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.
7.5. You must pay VAT and/or any other applicable sales tax.
7.6. We are entitled to charge you interest on any payment which is not received by us when due. This will be calculated on a daily basis at the 4% rate per annum above the prevailing base rate of our bankers from the date upon which payment was due until the date of payment.
7.7. We reserve the right not to provide any element of the Event and to suspend the Sponsorship Rights until you have paid us sufficient funds to meet such expenses and we will not be liable for any matters arising out of any delay by you in payment.
8.1. Each party warrants to the other that:
8.1.1.it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract; and
8.1.2.it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract.
8.1.3.neither the execution nor performance of the Contract gives rise to a breach of any other agreement to which you/we respectively are a party.
8.2. We warrant to you that:
8.2.1.we own or control the Event and the Event Marks and that your use of the Event Marks and your exercise of the Sponsorship Rights in accordance with the provisions of the Contract will not infringe the rights of any third party;
8.2.2.no promotions or advertising for the Event will be offensive, obscene or derogatory in nature or defamatory of any third party;
8.2.3.we will ensure that use of the Event Marks in accordance with the provisions of the Contract and in the exercise of the Sponsorship Rights will not infringe any sponsorship or advertising rules, statutes and codes in force in relation to the Event.
8.3. You warrant that:
8.3.1.you own or are solely entitled to use the Sponsor’s Marks and any other material supplied to us in relation to the Contract and we will be entitled to see evidence to this effect on request;
8.3.2.our use of the Sponsor’s Marks in accordance with condition 8.2 will not infringe the rights of any third party;
8.3.3.you will procure the manufacture, packaging, distribution, advertising and sale of all materials incorporating the Event Marks in compliance with all laws, regulations, by-laws, safety standards and ethical norms relating to their manufacture, promotion, distribution and sale, including, without limitation, the highest standards of business ethics prevailing in the industry.
8.4. Save as set out in this condition 8, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9. Intellectual Property Rights
9.1. You and we acknowledge as follows:
9.1.1.all rights in the Sponsor’s Marks, including any goodwill associated with them, shall be your sole and exclusive property, and we will not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them;
9.1.2.all rights in the Organiser’s Marks, including any goodwill associated with them, shall be our sole and exclusive property and you will not acquire any rights in the Organiser’s Marks, including any developments or variations of them;
9.2. All Intellectual Property Rights in and to any materials produced for the Event, excluding the Sponsor’s Marks, shall remain, or be assigned to become, our sole and exclusive property.
10. IPR Indemnities
10.1. You will indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that our use of the Sponsor’s Marks in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
10.2. We will indemnify and keep indemnified you from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that your use of the Event Marks in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
10.3. The party seeking to rely on an indemnity at condition 10.1 and condition 10.2 (“Indemnified Party”) will:
10.3.1. promptly and fully notify the other party (“Indemnifying Party”) of any third-party claim in respect of which it wishes to rely on the indemnity (“IPR Claim”);
10.3.2. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, which is not to be unreasonably withheld;
10.3.3. provide the Indemnifying Party with any reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
10.3.4. not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently and in a way that does not bring the reputation of the Indemnified Party into disrepute.
11. Termination by you or us
11.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
11.1.2. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
11.1.3. an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;
11.1.4. the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
11.1.5. 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 condition 11.1.3 to 11.1.4 inclusive.
11.2. Without limiting our other rights or remedies, we may suspend the Event and/or terminate the Contract if you become subject to any of the events listed in conditions 11.1.3 to 11.1.4, or we reasonably believe that you are about to become subject to any of them.
11.3. If we cancel or make a significant change to the Event which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.
11.4. You may cancel the Contract in accordance with the Cancellation Table, or if none is stated in the Order, within 30 days of the date of the Order. If cancelled prior to the inclusion of your company’s name or logo onto marketing collateral or other hard copy or electronic literature relating to the Event or within 30 days of the date of the Order, whichever is earlier, you will be liable to pay 50% of the overall Sponsorship Fee. After 30 days or following the inclusion of your company name or logo onto marketing collateral or other hard copy or electronic literature relating to the Event, whichever is earlier, you will be liable for 100% of the Sponsorship Fee and any other Charges reasonably incurred.
12. Consequences of Termination
12.1. Following termination of the Contract for whatever reason:
12.1.1. you must immediately pay any sums due to us;
12.1.2. we will each return to the other (or, at the other’s request, destroy) all materials and confidential information belonging to the other that the other had supplied in connection with the Contract;
12.1.3. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect including, without limitation, conditions 7 (Charges and Payment Terms), 9 (Intellectual Property Rights), 10 (IPR Indemnities), 12 (Consequences of Termination), 14 (Confidentiality), 15 (Data protection), 17 (Limitation of Liability) and 18 (Miscellaneous).
12.1.4. the Sponsorship Rights granted by us to you under the Contract will immediately terminate and revert to us and you will not exercise the Sponsorship Rights or use or exploit (directly or indirectly) your previous connection with us or the Event;
12.2. Where we terminate pursuant to condition 11.1 or 11.2, we will not refund you the Charges.
12.3. Expiry or termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
13. Force majeure
13.1. Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident.
13.2. If the circumstances of a Force Majeure Incident make it impossible or uneconomical or unsafe to run the Event on the date planned, we will either:
13.2.1. convert the Event to a different format, for example, from a physical event to a virtual digital event; or
13.2.2. postpone the Event and all cancellation rights under clause 11.4 will be frozen as at the date we postpone. If we convert the Event to a different format, then a suitable discount may be agreed between you and us. If we postpone the Event, we will use reasonable endeavours to rebook the Event for another date to take place within six months of the original date. If you agree to a new date clause 13.3 applies; otherwise clause 13.4 applies.
13.3. If you agree to a new date, the Contract will be deemed amended so that all obligations relate to the new date, all payments already made will be allocated to the booking for the new date. If we had included your company’s name or logo on marketing collateral or other hard copy or electronic literature for the original date, we will revise or reproduce such materials for the new date at our cost.
13.4. If we are unable to agree a new date with you, you may terminate the Contract upon written notice to us. We will refund any payments you made, less our reasonable and unavoidable costs, for example, if we included your company’s name or logo on marketing collateral or other hard copy or electronic literature for the original date. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.
14.1. You and we each undertake not to at any time during the Contract, and for a period of five years after expiry or termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other or of any member of the group of companies to which the other party belongs, except as permitted by condition 14.2.
14.2. You/we may disclose the other’s confidential information:
14.2.1. to your/our employees, officers, representatives or advisers who need to know such information for the purposes of exercising your/our rights or carrying out your/our obligations under or in connection with the Contract. You/we shall ensure that you/our employees, officers, representatives or advisers to whom you/we disclose the other’s confidential information comply with this condition 14; and
14.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3. Neither you nor we shall use the other’s confidential information for any purpose other than to exercise the rights and perform the obligations under or in connection with the Contract.
15. Data protection
15.1. Both you and we will comply with all applicable requirements of the Data Protection Legislation.
15.2. If we agree to supply you with a copy of the list of the attendees (including both inperson attendees and digital registrants) to the Event, we will ensure that we have the right to do so including, where necessary, appropriate consents and notices in place to enable lawful transfer of the Personal Data to you.
15.3. Once we have supplied the list to you, you acknowledge that you will become a Data Controller of such Personal Data.
15.4. If we or you handle Personal Data under this Contract not described above, it is the intention of both parties to enter into an appropriate agreement covering the same.
16.1. 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 United Kingdom’s Bribery Act 2010 and the US Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1.
16.2. Breach of this condition 16 shall be deemed a material breach under condition 11.1.2.
17. Limitation of Liability
17.1. This condition 17 sets out our and your entire financial liability (including without limitation any liability for the acts or omissions of our (or your, as applicable) employees, agents and sub-contractors) to us (or to you, as applicable) in respect of:
17.1.1. any breach of the Contract howsoever arising;
17.1.2. any use made by you of any rights we assign to you under the Contract; and
17.1.3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
17.2. Nothing in these conditions excludes our or your liability for:
17.2.1. death or personal injury caused by our negligence; or
17.2.2. fraud or fraudulent misrepresentation.
17.3. Subject to condition 17.1 and condition 17.2:
17.3.1. neither we nor you shall in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
188.8.131.52. loss of profits; or
184.108.40.206. loss of business; or
220.127.116.11. depletion of goodwill or similar losses; or
18.104.22.168. loss of anticipated savings; or
22.214.171.124. loss of goods; or
126.96.36.199. loss of contract; or
188.8.131.52. loss of use; or
184.108.40.206. loss or corruption of data or information; or
220.127.116.11. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
17.3.2. each of our and your total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract.
17.4. Each party to the Contract shall maintain public (general) liability insurance which shall be valid in respect of the Event.
18.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be deemed to have been received if sent by email, at 9.00 am Central European Time on the next Business Day after transmission. This condition 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.
18.2. The Contract 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 the Contract 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 the Contract.
18.3. The Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.
18.4. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
18.5. No amendment or variation to the Contract shall be effective unless in writing and signed by each party.
18.6. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
18.7. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.8. A person who is not a party to the Contract has no right to enforce any term of the Contract.
18.9. The Contract shall be governed by and construed in accordance with the laws of The Netherlands, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).