Standard Terms and Conditions - Live Event Commercial Partnership
Last Updated August 2017
1. Definitions and Interpretation
1.1 These Terms and Conditions together with the Term Sheet form the agreement between the parties (the “Agreement”).
1.2 In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this clause 1.2:
- (a) “Client Marks” means the trade marks of Client;
- (b) “Contact Lists” means any lists or databases of potential or actual Event delegates or speakers and any related contact details which icon may at its discretion provide to Client;
- (c) “Data Protection Laws” means the UK Data Protection Act 1998 (“DPA”) and all applicable data protection, privacy and direct marketing laws and regulations, as amended from time to time, and “Personal Data” will have the meanings given to it in the DPA;
- (d) “Event Materials” means any material, whether printed or online, relating to the Event, including Event literature, delegate lists, speaker lists, marketing materials, speaker papers, Recordings, Event websites or microsites or otherwise;
- (e) “Icon Marks” means the trade marks, brands and logos of Icon, including “Icon”, “Horizon”,“CIOPodcast” the Event Name and the Principal Event Branding;
- (f) “IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof;
- (g) “Marks” means the Icon/Horizon Marks or the Client Marks, as the case may be; and
- (h) “Recordings” means any audio, visual, audio-visual or electronic recordings of the Event(s) or any photographs of the Event(s), made by or on behalf of icon/Horizon;
- (i) “Term” has the meaning given to it in clause 9.1; and
- (j) “Statement of work” or “SOW” means a term sheet executed by icon/Horizon and Client which incorporates these Terms and Conditions.
1.3 Unless the context otherwise requires the words “include” and “including” will be construed as without limitation; and any reference to any legislative provision will be deemed to include any subsequent re-enactment or amending provision.
2. Rights and Obligations
2.1 Icon will deliver the Event in accordance with the Event Details and deliver the Client Benefits in a professional manner and using reasonable care and skill. If Icon is unable to deliver any of the Client Benefits or the Venue precisely as set out in the SOW, Icon may substitute alternative rights or an alternative venue of a substantially similar nature and to a materially equivalent value without penalty. Icon will use all reasonable endeavours to consult in good faith with Client when exercising these rights, but a failure to do so will not entitle Client to terminate this Agreement. Icon makes no guarantee about the number of leads, sales, conversions, click-throughs, impressions, list signups, or any return on investment resulting from our work with you.
2.2 In the event that any of the Event Details set out in the SOW are to be confirmed after signature of this Agreement (for example, where only the city of the Venue or only the month of the Date of Event is stated), then the further details will be decided by icon, in its reasonable professional opinion, in consultation with Client.
2.3 Client agrees that, save as set out in the Call Sheet: (i) Icon may seek third party sponsorship for the Event(s) without restriction; and (ii) the Client Benefits detailed on the Call Sheet are non-exclusive.
2.4 Client will:
- (a) fulfil the Client Obligations specified in the Call Sheet;
- (b) promptly provide any assistance or feedback that Icon may reasonably request;
- (c) refer to Icon all requests that it receives regarding the Event;
- (d) not sell, or attempt to sell, branding rights or delegate places for the Event;
- (e) not do or permit to be done anything which may reasonably be interpreted by icon in any way as being prejudicial or detrimental to the Venue, the Event or icon.
- (f) not seek to associate itself with icon or the Event other than as strictly permitted by the Client Benefits set out in the SOW
3.1 Unless specifically agreed to the contrary in the SOW:
- (a) As set out in the SOW The Client will pay 50% of the Fees and any Costs in the form of a non refundable deposit (without any set-off or counterclaim ) to icon on signature of the SOW; and the remaining 50% settling the balance in full 5 working days before delivery.
3.2 If Client fails to pay the Fees within the period specified in the SOW, then, without limiting icon’s remedies under clause 9, Icon reserve the right to cancel the event or re-allocate the sponsorship opportunity and the client will lose the 50% deposit payment.
4. Intellectual Property
4.1 Subject to clause 4.2, icon will retain all IPRs which may arise in the course of organising and hosting the Event, including all IPRs in the Event Name, the Event Materials, and the Contact Lists. Client assigns to icon all such IPRs, which may arise either now or in the future that may accrue to it as a result of its involvement in the Event.
4.2 Client will retain all IPRs in the Client Marks and any pre-existing Client materials. Client grants to icon for the Term a worldwide, royalty-free non-exclusive licence to use the Client Marks for the purpose of allowing icon to carry out its obligations under this Agreement.
4.3 Each party (the “licensee”) acknowledges and agrees that: (i) all goodwill accrued from use of the Marks of the other party (the “licensor”) under this Agreement inures to the benefit of the licensor and the licensor may at any time call for a confirmatory assignment of that goodwill and the licensee will immediately execute it; (ii) the Marks of the licensor will remain the exclusive property of the licensor; (iii) nothing in this Agreement will confer upon the licensee any right of ownership in the Marks of the licensor; and (iv) the licensee will not authorise any third parties to use the Marks of the licensor.
5. Use of Recordings
5.1 The following provisions of this clause 5 apply only if icon agrees to supply Client with copies of any Recordings (as indicated on the SOW or otherwise agreed by icon in writing).
5.2 Subject to the terms of this Agreement, icon grants to Client a non-exclusive and non-transferable licence (without the right to sublicense) to allow Client to use the Recordings only:
- (a) for internal business use;
- (b) for internal research and current awareness purposes;
- (c) on Client’s website, YouTube channel, Facebook page, Twitter feed and/or LinkedIn page; and/or
- (d) within a larger piece of Client’s original work that is sent electronically to individuals outside Client’s organisation (such as a written report, written advice or a presentation including a scheduled newsletter); or
- (e) as otherwise expressly agreed by icon in the SOW or otherwise in writing.
5.3 Client will not:
- (a) except as expressly permitted in this Agreement, copy, edit, modify, translate, sell, license, grant any rights in or otherwise make available the Recordings;
- (b) use the Recordings in any manner prejudicial to the reputation or interests of icon or any person appearing in the Recordings; or
- (c) distort, misrepresent or change the substance, emphasis or context of the Recordings.
5.4 Client will cease all use of the Recordings in accordance with icon's reasonable instructions within 2 working days of icon's written request to do so. Icon will not be liable for any actions, losses, damages, expenses or other liabilities that may arise out of Client's failure to comply with any request by icon under this clause 5.4.
6. Warranties and Indemnities
6.1 Each party warrants and represents to the other that it is entitled to and has the necessary authority to enter into this Agreement and to perform the obligations imposed on it under this Agreement.
6.2 Each party warrants and represents to the other that it is authorised to grant the other party the right to use its Marks and any other materials it may provide to the other under this Agreement.
6.3 Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, representation or undertaking, express or implied, statutory or otherwise, is given or assumed by either party and all such warranties, conditions, representations and undertakings are excluded. Without limiting the foregoing, Icon makes no warranty or representation to Client regarding the number, seniority or identity of the speakers and/or delegates at the Event or the return on investment that Client will obtain by acquiring the Client Benefits.
6.4 Each party will indemnify and keep indemnified the other party from and against all claims, damages, losses, costs (including reasonable legal costs), expenses, demands or liabilities arising out of any third party claim that the use by the indemnified party of any of the indemnifying party’s Marks in accordance with this Agreement infringes any IPRs or other proprietary rights of such third party.
6.5 If icon or Client (as the case may be) seeks indemnification under this Agreement (the “Indemnified Party”), the Indemnified Party will: (i) notify the other party (the “Indemnifying Party”) concerning the existence of the event giving rise to a claim under an indemnity; (ii) grant authority to the Indemnifying Party to defend or settle any third party action or claim; and, (iii) provide, at the Indemnifying Party’s reasonable expense, such information, cooperation and assistance to the Indemnifying Party as may be reasonably necessary for the Indemnifying Party to defend or settle the third party claim or action.
7. Data Protection and Confidentiality
7.1 Each party warrants that it will:
- (a) comply with any obligations imposed upon it by Data Protection Laws;
- (b) not do anything which may cause the other party to be in breach of the obligations imposed upon it by Data Protection Laws;
- (c) maintain appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of Personal Data;
- (d) only use Personal Data disclosed to it by the other party for the purposes of this Agreement; and
- (e) ensure that it has the appropriate consents as may be required by Data Protection Laws prior to disclosing any Personal Data to the other.
7.2 Without limitation to clause 7.1, Client acknowledges that all Contact Lists are Personal Data, and accordingly:
- (a) Client will only use Contact Lists for purposes for which Icon has provided its prior written approval;
- (b) Client will comply with all laws and good practice on direct marketing in its use of the Contact Lists, including without limitation the Privacy and Electronic Communications Regulations 2003; and
- (c) Client will not use any Contact Lists for the purposes of sending unsolicited marketing material by electronic mail or automated calling systems (as those terms are defined in the Privacy and Electronic Communications Regulations 2003) or by fax; and
- (d) Client will screen all Contact Lists against applicable “Do Not Call” or “Do Not Mail” registers before using for any direct marketing purposes.
7.3 The parties acknowledge that the Data Protection Laws may, separately and in addition to these Terms and Conditions, impose certain requirements on Icon relating to the transfer of data outside the EEA. Client agrees to assist and cooperate with Icon in complying with such requirements under this Agreement, where applicable.
7.4 Each of the parties undertakes to keep confidential all information (written or oral) concerning the business and affairs of the other that it will have obtained or received as a result of the discussion leading up to the entering into, or during the performance of, this Agreement (“Confidential Information”) save that which is (a) trivial or obvious; (b) already in its possession other than as a result of a breach of this clause; (c) in the public domain other than as a result of a breach of this clause; (d) required by a government body, a court of competent jurisdiction, or otherwise by law to be disclosed; or (e) for Icon’s benefit only, is acquired by members of Icon’s newsgathering or news dissemination operations by persons who are not provided with access to the Confidential Information pursuant to the terms of this Agreement.
7.5 Each of the parties undertakes to the other to take all such steps as will from time to time be necessary to ensure compliance with the provisions of this clause 7 by its employees, agents and sub-contractors.
8. Event Cancellation or Postponements
8.1 If, in Icon’s view, a planned Event is not viable (including where icon determines that extraneous circumstances are such that it cannot ensure the security of the Event, the Event Venue or the safety of speakers or delegates), then icon may cancel the Event and terminate this Agreement at any time prior to the Event. To the extent reasonably practicable, icon will consult with Client before cancelling the Event. If this Agreement relates to more than one Event, then icon may cancel a single Event without terminating the Agreement and this Agreement will continue in full force and effect as it relates to the non-cancelled Event(s). If icon cancels an Event under this clause 8, it will promptly refund Client any Fees pre-paid by Client up to the date of cancellation that relate to the cancelled Event and Client will not be required to pay any further Fees in relation to that Event.
8.2 Client acknowledges that icon may elect to postpone an Event that in icon’s view will be more successful if it is postponed or where icon determines that a postponement is required if extraneous circumstances are such that it cannot ensure the security of the Event, the Event Venue or the safety of speakers or delegates. icon may issue a postponement notice at any time up to 15 days prior to the Event Date. To the extent reasonably practicable, icon will consult with Client before postponing the Event. If icon postpones an Event under this clause 8, the replacement date of the Event will be in icon’s discretion, acting reasonably and in consultation with Client, and this Agreement will continue to apply in full force and effect, except for the change in the Event Date notified by icon. icon may not postpone an Event by more than 3 months under this clause 8.2.
8.3 Client has no right to cancel or postpone any Event in any circumstances. This does not affect Client’s right to terminate in accordance with clauses 9.2 or 10.1.
9. Term and Termination
9.1 The term of this Agreement will commence from the date of the signing of the SOW and unless otherwise terminated earlier in accordance with its terms, will conclude with the completion of the final Event(s), or any post Event administration, whichever is later, when this Agreement will automatically terminate (the “Term”).
9.2 Each party may terminate this Agreement immediately by notice in writing to the other party if:
- (a) the other party commits any material breach of its obligations under this Agreement and fails to remedy such breach (if capable of remedy) within 14 days after being given notice by the first party to do so; or
- (b) the other party makes an arrangement with or assignment in favour of its creditors or goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or has a receiver or administrator appointed over its property or assets or any part thereof or any event analogous to any of the foregoing occurs in relation to the other party in any jurisdiction.
9.3 Icon will be entitled to terminate this Agreement immediately by notice in writing to Client if:
- (a) Client fails to pay any amount due under this Agreement on the due date for payment and remains in default 7 days after being notified by Icon in writing to make such payment;
- (b) there is a change in the control (meaning the majority shareholding or the capacity to control day to day management) of Client;
- (c) Client is in breach of clauses 2.4(g), 2.4(h), 2.4(i) or 12; or
- (d) Client (or any of its shareholders or directors) becomes subject to any Sanction, or continuation of this Agreement would (in the reasonable opinion of Icon) expose Icon or any of its affiliated companies to any Sanction, where “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America.
9.4 Icon may also elect to suspend the operation of the Agreement by notice in writing to Client in any of the circumstances in which it is entitled to require Client to remedy a material breach or to terminate the Agreement pursuant to clause 9.2 or 9.3 (such notice to specify the grounds for suspension), without any liability for such suspension. During the period of the suspension the parties will discuss in good faith how to rectify the breach or dispute that led Icon to suspend the operation of the Agreement. If such breach or dispute is rectified then Icon will confirm this in writing to Client. If Icon fails to provide such confirmation within 3 months of issuing the suspension notice, then this Agreement will be deemed to have been terminated by Icon pursuant to the corresponding provision of clause 9.2 or 9.3 as applicable.
9.5 The expiry or termination of this Agreement will be without prejudice to any rights which have accrued to either of the parties under it, including Icon’s right to receive payment of all Fees, which will become due and payable on termination. Upon termination, all of the Client Benefits will immediately terminate and automatically revert to Icon and each party will promptly return to the other or destroy any property of the other in its possession or control. For the avoidance of doubt, Client is only entitled to a refund of pre-paid Fees in the circumstances set out in clause 8.1.
10. Force Majeure
10.1 Neither party will be in breach of this Agreement or liable for failure to perform or delay in performing any obligation under this Agreement (including the obligation on icon to host the Event) if the failure or delay arises from or is attributable to: (a) any circumstances beyond its reasonable control (other than lack of funds on the part of Client), including, abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, airport closure or disruption, lock-outs, other industrial action, terrorist action or civil commotion (“Force Majeure Event”); or (b) a reasonable expectation in light of extraneous circumstances that it will not be able to safely perform its obligations under this Agreement due to a Force Majeure Event. If the Force Majeure Event continues for at least three days, either party will be entitled to terminate this Agreement by notice in writing to the other.
11. Limitation of Liability
11.1 Neither party will be liable to the other for any indirect, special, incidental or consequential loss, damage, costs, expenses or other claims whatsoever.
11.2 Without prejudice to Client’s payment obligations under this Agreement, the total liability of either party whether in contract, tort or otherwise in respect of any breach of its obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited to direct damages which will in no event exceed the Fee.
11.3 Nothing in this Agreement will limit or exclude either party’s liability: (a) in relation to any indemnity under this Agreement; (b) for death or personal injury caused by that party’s negligence; (c) for fraud or for fraudulent misrepresentation; (d) for breach of the data protection or confidentiality obligations; or (e) for any other matters for which it would be unlawful to exclude or limit liability.
13.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the parties or constitute or be deemed to constitute one party as agent of the other for any purpose whatever and neither party will have authority or power to bind the other or to contract in the name of and create a liability against the other or to represent the other in any matter whatsoever.
13.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
13.3 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this sub-clause will limit or exclude any liability for fraud.
13.4 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13.5 If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement will not be affected. If a provision of this Agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
13.6 A person who is not a party to this Agreement will not have any rights under or in connection with it.
13.7 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.
13.8 This Agreement may be signed in counterparts each of which once signed will be deemed to be an original of this Agreement. Signed copies of this Agreement sent as a PDF by email will be deemed to be originals of this Agreement.
13.9 Client may not assign at law or in equity its rights under this Agreement or sub-contract any of its duties or obligations under this Agreement without the prior written consent of Icon.
13.10 Any notice required to be given under this Agreement will be made in writing and will be delivered by hand, recorded delivery or courier to the other party and will be deemed to have been received, if delivered by hand, at the time and date of delivery; and if sent by recorded delivery or courier, upon the date of receipt (as evidenced by signature). Any such notice given by icon will be sent to the address of Client shown on the SOW Any such notice given by Client will be sent to:
- Icon business media limited 34 Rockwood House, Gravel Hill road, Yate, Bristol BS37 7BW
- Icon business media limited, The Old Mill, Blisworth Hill,
Fann Stoke Road Blisworth, Northants NN73D
13.11 The provisions of this Agreement that by their nature and content, must survive the completion, rescission or expiration of this Agreement, will so survive. Without limiting the generality of the foregoing, the parties specifically agree that the following provisions will survive: clause 5 (Use of Recordings), clause 6.4 (Warranties and Indemnities), clause 6.5 (Warranties and Indemnities), clause 7 (Data Protection and Confidentiality), clause 11 (Limitation of Liability) and clause 14 (Disputes and Governing Law).
14. Disputes and Governing Law
14.1 This Agreement will be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts, except that, for the exclusive benefit of Icon, Icon retains the right to bring proceedings against Client in the applicable courts of Client’s place of business.
15. Version of Terms and Conditions
15.1 This version of the Terms and Conditions applies to Term Sheets executed by Icon/Horizon and Client at any time from 19 November 2017 until this version of the Terms and Conditions is superseded by a new version.
15.2 Icon may at any time and at its sole discretion change, update or amend these Terms and Conditions by posting a new version of the Terms and Conditions at http://www.iconbusinessmedia.co.uk/termsandconditions. Any such change under this clause 15.2 will not affect any SOW’s that have already been executed by icon and Client