- Definitions & Interpretation
1.1 In these Terms the following words have the following meanings:
Confidential Information: has the meaning given to it in Condition 11;
Delegate: an individual who attends the Event;
Event: the event identified in the Order Form;
Event Trade Marks: the name, logo and brand associated with the Event;
Fee: the fee due for the Sponsorship Benefits set out in the Order Form;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;
Order Form: the document setting out the commercial arrangements under these Terms, including the Fee and the Sponsorship Benefits;
Promotional Materials: any promotional materials referencing the Event and/or using the Event Trade Marks created by or on behalf of the Sponsor;
Sponsor: the sponsor identified on the Order Form;
Sponsor Materials: any materials to be provided by the Sponsor for use by Vixio to promote or otherwise as part of the Event including those identified in the Oder Form;
Sponsor Trade Marks: the trade marks and logos of the Sponsor;
Sponsorship Benefits: the sponsorship rights and benefits identified on the Order Form which may include sponsorship of the Event and/or attendance of Delegates at the Event;
Term: shall have the meaning given to it in Condition 9;
Venue: the venue where the Event is held determined by Vixio at its sole discretion;
Vixio: Compliance Online Limited, trading as Vixio, company number 05706431 and registered office 7th Floor, St Clare House, 30 Minories, London, EC3N 1DD; and
Working Day: any day except a Saturday, Sunday or public holiday in England and Wales.
1.2 Words in the singular include the plural and in the plural include the singular. Headings shall not affect the interpretation of these Terms. References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
1.3 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
1.4 A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.
1.5 Each of Vixio and the Sponsor are referred to as a party and together, the parties.
- Application of these Terms
2.1 All Sponsorship Benefits are provided subject to these Terms which shall apply to the exclusion of all other terms and conditions including any which the Sponsor purports to apply under any purchase order, confirmation of order, specification or other document. Any variation to these Terms shall have no effect unless expressly agreed in writing and signed by an authorised representative of Vixio. The Order Form shall form part of these Terms.
2.2 The acceptance of an Order Form creates a legally binding order which will apply between the parties. The Sponsor is responsible for checking the accuracy of the Order Form and contacting Vixio to indicate their acceptance promptly.
2.3 The Sponsor contracts with Vixio as principal and not as agent for any third party.
2.4 Each of the parties is an independent contractor and nothing in these Terms shall be construed to imply that there is any relationship between the parties of employer/employee, partnership or of principal/agent. The parties are not engaging in any joint venture and neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise.
3.1 In consideration of the provision of the Sponsor Benefits, the Sponsor shall pay the Fee to Vixio in accordance with the payment schedule agreed in the Order Form.
3.2 If the Sponsor fails to make payment of the Fee when due, Vixio reserves the right not to supply, or cease to supply, any or all of the Sponsor Benefits and to refuse entry to the Event to any Delegate.
3.3 Without prejudice to any other rights and remedies available to Vixio if payment is not made in accordance with Condition 3.1, costs and interest on the overdue balance falls due and payable and is calculated upon the basis set out in the Late Payment of Commercial Debts (Interest) Act 1998.
3.4 The Fee is exclusive of value added tax which shall be due in addition at the applicable rate from time to time in force.
4. Sponsorship Benefits
4.1 Vixio grants to the Sponsor the right to exercise the Sponsorship Benefits and Vixio agrees to provide the Sponsorship Benefits with reasonable skill and care all in accordance with these Terms. The Sponsorship Benefits are personal to the Sponsor.
4.2 If for any reason, Vixio is unable to deliver any of the Sponsorship Benefits, Vixio will inform the Sponsor as soon as reasonably practicable. Vixio may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsorship Benefits without any liability.
4.3 The Sponsor shall promptly comply with all reasonable instructions and directions issued by or on behalf of Vixio in connection with the Event and its promotion including any instructions or directions given in relation to the use of the Venue. Vixio shall not be responsible for any failure or delay in providing any of the Sponsorship Benefits where such failure occurs directly or indirectly as a result of the failure or delay of the Sponsor in complying with any of its reasonable instructions or directions.
4.4 The Sponsor shall provide to Vixio a copy of the Sponsor Marks in a format reasonably requested by Vixio. If the Sponsor changes the Sponsor Marks at any time, the Sponsor agrees that Vixio shall not be obliged to make any consequential changes to or reprint any of its Promotional Materials unless the Sponsor agrees in writing in advance to meet the costs and expenses incurred by Vixio arising from such change.
4.5 Each party shall be responsible for all costs incurred by it in exercising its rights and carrying out its obligations under these Terms, including all costs that it incurs relating to its attendance at the Event including any travel costs.
- Promotional Materials, Event Materials
5.1 The Sponsor shall provide copies of its Promotional Materials to Vixio for its approval (not to be unreasonably withheld). The Sponsor shall not distribute any Promotional Materials until Vixio has confirmed in writing its approval. The Sponsor is solely responsible for meeting all costs relating to its Promotional Materials, including reprinting costs if approval is not obtained prior to printing.
5.2 The Sponsor shall deliver the Sponsor Materials to Vixio by the date set out in the Order Form or otherwise reasonably required by Vixio. The Sponsor shall make such changes to any Sponsor Materials as Vixio reasonably requires to reflect the brand values of Vixio and purpose of the Event.
5.3 The Sponsor warrants and represents that the Promotional Materials and Event Materials shall:
(a) comply with all relevant laws and regulations;
(b) comply with any instructions or directions issued by or on behalf of Vixio;
(c) not infringe the IP Rights of any third party or contain any inaccuracies of fact or any content that is obscene, defamatory or disreputable; and/or
(d) include any legal notices as required by Vixio from time to time.
6. IP Rights
6.1 The Sponsor acknowledges and agrees that no IP Rights in the Event Trade Mark and/or the Event shall transfer to it under these Terms. Vixio acknowledges and agrees that no IP Rights in the Sponsor Marks or the Sponsor Materials shall transfer to it under these Terms.
6.2 Vixio grants to the Sponsor the non-transferable, non-exclusive, royalty free right to reproduce the Event Trade Mark in order to promote the Sponsorship Benefits. All goodwill associated with the Event Trade Mark that arises as a result of use of the Event Trade Mark by the Sponsor shall insure to the benefit of Vixio. At the request of Vixio, the Sponsor shall execute any document required to give effect to the provisions of this Condition 6.2.
6.3 The Sponsor represents, warrants, and covenants that it does not and will not use the Event Trade Mark as part of any co-branded trade mark, or as a feature or design element of another trade mark except as expressly approved in writing by Vixio.
6.4 The Sponsor grants to Vixio a worldwide, non-exclusive, royalty-free, sub-licensable licence to use and reproduce the Sponsor Trade Marks and the Sponsor Materials to promote and exploit the Event before and during the Event and for a period of twelve (12) months following each Event in any report produced about the Event and in any promotional materials for similar events. All goodwill associated with the Sponsor Trade Mark that arises as a result of use of the Sponsor Trade Mark by Vixio shall inure to the benefit of the Sponsor. At the request of the Sponsor, Vixio shall execute any document required to give effect to the provisions of this Condition 6.4.
6.5 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party’s marks.
6.6 Neither party shall use the other party’s marks in any way that connotes that the parties are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that either party endorses any part of the other party’s business, trading name or style.
6.7 If either party becomes aware of any threatened or actual unauthorised use or any misuse of the other party’s IP Rights, then it shall promptly notify the same to the other party in writing.
- Change of Event
7.1 It may be necessary for Vixio to alter the advertised content, timing, method of delivery and/or Venue of the Event. Vixio reserves the right to do this at any time and without liability to the Sponsor, provided that the Event, as altered, is substantially similar to Event as originally advertised. Vixio will provide the Sponsor with notice of any alterations as soon as is reasonably practicable.
- Cancellation, postponement & amendments
8.1 Vixio reserves the right to postpone or cancel the Event at any time and for whatever reason, including reasons outside of its control, and will provide the Sponsor with notice of the same as soon as is reasonably practicable.
8.2 If Vixio exercises its rights under Condition 8.1 to postpone the Event, then provided that the rescheduled Event is within 12 (twelve) months of the original date of the Event, then the Sponsor is deemed to accept the date of the rescheduled Event. If the rescheduled Event is more than 12 (twelve) months after the original date of the Event, then the provisions of Condition 8.4 shall apply.
8.3 If Vixio exercises its rights under Condition 8.1 to cancel the Event, then the Sponsor shall be entitled to:
(a) a credit for a future event held by Vixio chosen by the Sponsor (up to the value of sums paid by the Sponsor in respect of the cancelled Event); or
(b) obtain a refund (calculated in good faith) of an amount that reflects the total sums paid at the date of cancellation of the Event minus the value of any Sponsorship Benefits received prior to the date of cancellation. Any such refund shall be paid within 30 days of receipt of confirmation from the Sponsor of its wish to terminate.
- Term and termination
9.1 This Agreement shall take effect on the date of its signature and shall continue until completion of the Event (the “Term”), unless terminated early in accordance with its
9.2 Either party has the right at any time to terminate this Agreement immediately by giving 30 (thirty) days written notice to the other in the event that the other:
(a) has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within 14 days of being required to do so by written notice; or
(b) ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any
9.3 Upon termination of this Agreement by Vixio all outstanding sums owing by the Sponsor at the date of termination shall become due and payable without deduction or set-off.
9.4 Upon termination of this Agreement by the Sponsor and termination occurs before the Sponsor has received all the Sponsor Benefits, Vixio shall charge or be entitled to retain such proportion of the Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsor Benefits received by Sponsor prior to the date of
9.5 Upon expiry or termination of the Terms for any reason:
(a) Vixio’s obligations to provide any further Sponsor Benefits shall cease; and
(b) any licences granted shall immediately cease, except in relation to the Event Content unless Vixio has terminated the Terms under Condition 9.2.
9.6 Termination of these Terms shall not affect the accrued rights of the parties. Notwithstanding termination, the following clauses shall remain in full force and effect:- Clauses 1 (Definitions), 6 (Event Content), 9.3-9.6 (Termination), 11 (Limitation of Liability), 11 (Confidentiality), 13 (Dispute Resolution) and 16 (General).
- Indemnity, Limitation of Liability
10.1 The Sponsor shall indemnify and hold harmless Vixio and its affiliates, as well as their respective officers, directors, agents, employees, successors and assigns, from and against any and all third party claims, suits, damages, liabilities, costs and expenses including, but not limited to, court costs and reasonable outside attorney’s fees, arising out of, based on or in any other manner related to the infringement or alleged infringement of any intellectual property rights of third parties in connection with the Sponsor Materials, the Sponsor Trade Marks, or gross negligence or wilful misconduct by Sponsor or its officers, employees, agents, representatives or Delegates.
10.2 Except in respect of any indemnity claim under these Terms, each party’s aggregate liability to the other Party, whether such liability arises in contract, tort (including negligence) or otherwise, for direct damages, direct loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with these Terms or otherwise in connection with the Event, shall be limited to the Fee paid by Sponsor to Vixio.
10.3 Except in respect of any indemnity claim under these Terms, neither Party shall be liable to the other Party for:
(a) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, wasted expenditure, loss of or damage to reputation or goodwill; or
(b) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
11.1 Confidential Information means any and all information marked confidential or manifestly of a confidential nature that is disclosed by one party to the other or that may come to the parties’ knowledge, whether or not in writing, by any transmission means or manner, which relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets of the other party together with details of the Fee.
11.2 Each Party shall treat in confidence all Confidential Information of the other party and shall use such Confidential Information solely for the purpose of exercising its rights or performing its obligations under these Terms.
11.3 Each party shall only disclose such Confidential Information:
(a) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of these Terms; and
(b) to the extent that such Confidential Information is required to be disclosed by law, regulation or order of any applicable regulatory body.
11.4 The following will not be deemed Confidential Information:
(a) information that at the time of disclosure were provenly known by the other party, provided such knowledge had been acquired legitimately;
(b) information that was already or that becomes publicly available through no breach of any obligation of confidentiality; and
(c) information provided to the receiving Party by third parties not subject to an obligation of
11.5 In the case that the Confidential Information is requested by a legal, administrative or judicial order, the receiving party shall comply with the order requirements, provided that:
(a) recipient communicates details of the order as soon as practicable on its receipt, before disclosing the Confidential Information, in order to give discloser the possibility to avoid or minimise the possible damages the disclosure could cause; and
(b) recipient discloses just the part of the Confidential Information necessary to comply with the order, expressly stating to the requesting authority that the information is
11.6 The Parties will be liable for their failure to comply with this Condition 11 including for acts and omissions of their employees, representatives and third parties
11.7 The confidentiality obligations contained in this Condition 11 will remain valid for three (3) years after the expiration or termination hereof.
12.1 The Sponsor warrants that it shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and promptly report to Vixio any request or demand for any undue financial or other advantage of any kind received by or on behalf of its in connection with these Terms.
- Dispute Escalation Procedure
13.1 If a dispute arises between the parties under these Terms, then within five (5) Working Days of the dispute arising, the dispute shall be escalated to a director or Vice President or such other persons of equivalent seniority as agreed between the parties. Within five (5) Working Days of escalation such nominated persons shall meet in a good faith effort to resolve the dispute.
13.2 If no resolution to the dispute so referred has been agreed within a further twenty (20) Working Days, then the parties will attempt to settle it by mediation in accordance with the Dispute Resolution (CEDR) Model Mediation Procedure. To initiate the mediation a party must give notice in writing to the other party to the dispute requesting mediation. Unless agreed between the parties, the mediator will be nominated by CEDR. The mediation will start no later than five (5) Working Days after the date of the notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
14.1 The Sponsor may not assign, sub licence or otherwise transfer any of its rights or obligations under these Terms without Vixio’s prior and written agreement.
14.2 Notices shall be sent by first class registered post or airmail with a copy to be sent by email, to the other party at the address appearing on the Order Form (or such other address as that a party shall notify in writing to the other from time to time). In the absence of proof of non-delivery, notices are deemed received two Working Days after being sent.
14.3 In the event any provision of these Terms adjudged invalid, illegal or void, regardless of the reason, the legitimacy, validity and effectiveness of the other provisions hereof will not be affected, and will remain in full effect.
14.4 The failure of either party to exercise a right deriving under these Terms will not be construed as a waiver of the exercise of such right in the future, or of the exercise of any other rights.
14.5 These Terms as well as any of its amendments, additional agreements and/or other instruments, as well as any conflicts between the parties will be governed and construed according to English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.