The Company Sponsorship Terms & Conditions of Purchase
Version date: 19 June 2018
1. About us
1.1 Company details.
The Company name, company number and registered office are set out in the Purchase Order.
1.2 Contacting us.
To contact us telephone or e-mail the originator of and as set out in the Purchase Order. How to give us formal notice of any matter under the Contract is set out in clause 17.
2.1 Our contract.
2. Our contract with you
These terms and conditions (Terms) apply to the Purchase Order entered into by you for the Company to become your principal sponsor for the period set out in the Purchase Order. These Terms, the Purchase Order and any annexes attached to the Purchase Order constitute the Contract (Contract). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement.
The Contract constitutes the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
These Terms and the Contract are made only in the English language.
2.4 Your copy.
You should print a copy of these Terms for future reference.
3. Definitions and interpretation
In these Terms, the following words and expressions shall have the following meanings where the context so requires:
Shall have the meaning set out in clause 15;
Means any and all applicable supranational, national, regional, local or other laws, regulations, rules, codes, policies or guidelines that may be applicable from time to time to either Party;
Party or Parties:
Means any one or all of you and/or the Company.
Shall have the meaning set out in clause 5;
Shall be as described in the Purchase Order;
Shall have the meaning set out in clause 9;
Shall have the meaning set out in clause 4;
The Company’s Marks:
Means the mascots (if any), emblems, legends, logos, signs, symbols, indents, characters, graphics, internet domain names, representations, trademarks, trade names, insignia, designations, titles and/or service marks denoting or identifying the Company and/or the Company’s products and/or services, as set out in the Purchase Order;
Means a calendar year during the Term;
Means the mascots (if any), emblems, legends, logos, signs, symbols, indents, characters, graphics, internet domain names, representations, trademarks, trade names, insignia, designations, titles and/or service marks denoting or identifying you as set out in the Purchase Order.
These Terms shall become effective as of the date of the Purchase Order and continue in full force and effect until the completion of the period stated in the Purchase Order (Term), subject always to earlier termination in accordance with clauses 12 or 16.
5. Grant of right
5.1 In consideration of the payment to be made by the Company as set out in the Purchase Order, you hereby grant to the Company, during the Term, the following rights to be exercised in connection with the Sponsorship (collectively, the “Rights”), subject to and in accordance with the terms and conditions set out in these Terms:
5.1.1 the exclusive right to be the principal sponsor and display logo/name/mark on the Sponsorship items;
5.1.2 the right to have the Sponsorship agreement acknowledged in all relevant or appropriate public statements, media releases, publications, telecasts and press conferences undertaken by you, and your agents;
5.1.3 the right to have The Company’s Marks displayed on the Sponsorship items during the Term;
5.1.4 the right, at our sole cost and expense, to promote our products, services and promotional outlets/advertorial sites in a suitable manner and in association with the Sponsorship, subject always to your prior written approval;
5.1.5 the right to use Your Marks in association with The Company’s Marks, and to advertise, market, promote, communicate and publicise the Sponsorship, such advertising, marketing, promotion, communications and publicity to be subject to your prior approval (such approval not to be unreasonably withheld or delayed);
5.1.6 the right to have The Company’s Marks displayed on, and to establish hyperlinks between our Internet web site and your website; and
5.1.7 where appropriate the right to have your players and officials available for promotional activities subject to reasonable notice and not interrupting training/playing/meeting commitment.
5.2 The Company grants you the right to use The Company’s Marks for the purposes detailed above and at all times subject to these Terms.
6. Reservation of rights
The Company hereby acknowledges and agrees that all rights not expressly granted to The Company by you in these Terms are expressly reserved by you, and you shall be exclusively entitled to exercise such rights (or sub-licence such rights to any third parties) as you deem fit during the Term.
7. Obligations of the Company
7.1 The Company hereby undertakes to perform the following obligations during the Term:
7.1.1 to use all reasonable endeavours to advertise, market, promote, communicate and publicise the Rights, submitting any proposed material developed in relation thereto for your prior approval (such approval not to be unreasonably withheld or delayed);
7.1.2 to pay the consideration as defined in clause 9 below upon commencement of these Terms;
7.1.3 to supply you with all artwork necessary to enable the provision of the various Rights in relation to display of The Company’s Marks contemplated by clause 5, such artwork to be subject to your prior approval (such approval not to be unreasonably withheld or delayed);
7.1.4 to exercise any and all rights granted to the Company by you under clause 5 in accordance with any and all applicable laws;
7.1.5 not to share or sub-licence any of the rights or licences granted to the Company by you hereunder with or to any third party; and
7.1.6 to ensure that any and all of the Company’s products and/or services promoted in relation to the Rights, are of a high standard and reasonably fit for the purposes intended, and of a satisfactory quality.
8. Your obligations
8.1 You agree to perform the following obligations during the Term:
8.1.1 to cooperate with the Company in all matters relating to the Company's exercise of rights under these terms;
8.1.2 to use all reasonable endeavours to advertise, market, promote, communicate and publicise the Rights;
8.1.3 to obtain the Company's written approval in advance of any proposed use of The Company’s Marks (such approval not to be unreasonably withheld or delayed);
8.1.4 to comply with any and all applicable Laws;
8.1.5 to coordinate media coverage of the Sponsorship; and
8.1.6 to provide to the Company information in various media forms for use in marketing, promotional, advertising and publicity activities in relation to the Sponsorship, as soon as is reasonably practicable and to ensure that a designated representative is available at all reasonable times to answer questions and inquiries of the Company in relation to the arrangements contemplated in the Contract.
9.1 In consideration of the Rights granted to the Company by you, the Company agrees to pay you the sponsorship fee as set out in the purchase order.
9.2 If the Company fails to pay to you on the applicable due date any amount payable by the Company under clause 9.1, you shall be entitled to charge the Company interest on the overdue amount, from the date due up until the date of actual payment, after as well as before judgment, at the rate of one and one-half percent (1.5%) per annum above Barclays bank base rate then in effect (and such interest shall accrue on a daily basis and be compounded quarterly).
9.3 All fees payable to you shall be paid, net of transfer charges to such account(s) as you may direct.
10.1 The Company represents, warrants and undertakes to you that:
10.1.1 it has all necessary rights and consents to associate itself with the sponsorship, to exercise the Rights granted to it under clause 5, and to perform its obligations under the Contract;
10.1.2 it owns and/or is entitled to use and authorise the use of The Company’s Marks;
10.1.3 it shall not adopt or use any trademark or symbol, emblem or logo, mark or designation that includes or is confusingly similar to any of Your Marks, and it shall not apply for any registration of any of Your Marks or any part thereof as a trademark, or use any part of Your Marks in conjunction with any goods or services, other than as specifically authorised in the Contract; and
10.1.4 it shall indemnify and keep your members, shareholders, directors, officers, employees and agents fully indemnified from and against any and all liabilities, claims and proceedings, costs, damages, expenses and losses suffered or incurred by any such parties arising out of or in any way related to the exercise by the Company of the rights granted to it in the Contract, the use by you of The Company’s Marks in accordance with these terms, or otherwise as a result of any breach or non-performance of all or any of the Company’s representations, warranties, undertakings or obligations in the Contract.
10.2 You represent, warrant and undertake to the Company that:
10.2.1 you have all necessary rights and consents to grant to the Company the rights granted to the Company under clause 5 (including, without limitation, the right to use and authorise the use of Your Marks);
10.2.2 you shall not adopt or use any trademark or symbol, emblem or logo, mark or designation that includes or is confusingly similar to any of The Company’s Marks, and you shall not apply for any registration of any The Company’s Marks or part thereof as a trademark or use any part of The Company’s Marks in conjunction with any goods or services, other than as specifically authorised in the Contract;
10.2.3 you shall indemnify and keep the members, shareholders, directors, officers, employees and agents of the Company fully indemnified from and against any and all liabilities, claims and proceedings, costs, damages, expenses and losses suffered or incurred by any such parties arising out of or in any way related to the exercise by you of the rights granted to it in the Contract, the use by the Company of Your Marks in accordance with these Terms, or otherwise as a result of the breach or non-performance of all or any of your representations, warranties, undertakings or obligations in the Contract;
10.2.4 you will not enter into negotiation in regard to Sponsorship with any sector competitor for the duration of the Contract.
11. Assignment & sub-licencing
Either party shall be entitled to assign or sub-licence any of its rights or obligations arising under this Contract only with the prior written approval of the other party, such approval not to be unreasonably withheld.
12.1 In the event that:
12.1.1 either Party commits a material breach of any of the Terms and fails to remedy such breach (where such breach is capable of remedy) within thirty (30) days of notice in writing so to do; or
12.1.2 any meeting of creditors of either Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement) is proposed or entered into by or in relation to either Party; or
12.1.3 a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process is levied or enforced upon (and is not discharged within seven (7) days), the whole or any part of the assets of either Party; or
12.1.4 either Party ceases or threatens to cease to carry on its business or is or becomes unable to pay its debts as they mature; or
12.1.5 a petition is presented or a meeting is convened for the purpose of considering an administration order or the bankruptcy, liquidation, dissolution or other winding-up of either Party;
then the Party not in breach of the Terms or not insolvent shall be entitled to immediately terminate this Contract.
13. Limitation of liability
13.1 Notwithstanding anything to the contrary set out in the Contract, the aggregate liability of each party to the other party and arising out of or in connection with these Terms, whether in contract, tort (excluding negligence) or for breach of statutory duty, under the terms of any indemnity or on any other basis, shall not exceed the Sponsorship Fee paid by the Company to you; provided always that the claimant shall be required to prove that any such loss or damage is as a direct result of any breach or non-performance of all or any of the other party’s representations, warranties, undertakings or obligations set out in the Contract.
13.2 Neither party shall be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings) or loss of goodwill or reputation or any special or indirect or consequential losses, in any case, whether or not such losses are within the contemplation of either Party at the date of the Contract.
14. Copyright & intellectual property
14.1 Both Parties acknowledge and agree that all copyright, intellectual property and other rights of any kind which may now or after exist in the other Party’s Marks shall be vested in and remain at all times with that other Party, and or its licensee(s). Subject to any copyright, intellectual property and other rights of any kind existing in audio and/or visual material (e.g. video footage, photographs, etc.) in relation to the Sponsorship shall be vested in and remain at all times with you and/or your licensee(s).
14.2 The Company hereby grants to you and your designees the non-exclusive right to use and to publish The Company’s Marks solely in connection with the organisation, promotion and staging of the Sponsorship.
14.3 You hereby grant to the Company and its designees the non-exclusive right to use and to publish Your Marks solely in connection with the organisation, promotion and staging of the Sponsorship.
14.4 Neither party shall use any Marks belonging to the other in any way other than specifically permitted under the Contract without that party's prior written consent.
14.5 All requests from any third party received by the Company for use of any of Your Marks, or any video footage, sound recordings, photographs, etc. in relation to the Sponsorship shall be forwarded directly to you.
14.6 All requests from any third party received by you for use of any of The Company’s Marks, or any video footage, sound recordings, photographs, etc. in relation to the Sponsorship shall be forwarded directly to the Company.
15.1 Each Party shall keep confidential and shall not disclose to any person (other than its respective employees, representatives, advisors or agents) any information, whether in written or any other form, disclosed to it (the “receiving party”) by or on behalf of the other Party (the “disclosing party”) in the course of the discussions leading up to or the entering into or performance of the Contract, which is proprietary or confidential (including, without limitation, the terms of, the Schedule attached, and any other information that should reasonably be considered to be proprietary or confidential) (“Confidential Information”), except insofar as the Confidential Information is required by a person employed or engaged by the receiving party in connection with the proper performance of the Contract.
15.2 Any disclosure of Confidential Information permitted under clause 15.1 shall be made in the strictest confidence, shall only be to the extent that any person to whom the information is disclosed needs to know the same for the performance of their duties, and the receiving party shall be obliged to procure that any such person is aware of the obligation of confidentiality and undertakes to comply with it.
15.3 Each Party undertakes to the other Party to use the Confidential Information disclosed to it by or on behalf of the other Party solely in connection with the performance of its obligations under this Contract and not otherwise for its own benefit or the benefit of any third party.
15.4 Confidential Information shall not include information that:
15.4.1 is or becomes generally available to the public, otherwise than as a direct or indirect result of disclosure by the receiving party or a person employed or engaged by the receiving party contrary to their respective obligations of confidentiality;
15.4.2 is or was made available or becomes available to the receiving party otherwise than under these Terms and free from any restrictions as to its use or disclosure; or
15.4.3 is required to be disclosed by Law; provided that the Party disclosing the information shall notify the other Party of the information to be disclosed and of the circumstances under which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made, and shall take all reasonable action to avoid and limit such disclosure.
15.5 Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party hereby acknowledges and agrees that if the Confidential Information is used or disclosed other than in accordance with the Terms, the disclosing party shall, without proof of special damage, be entitled to an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause 15, in addition to any damages or other remedies to which it may be entitled.
15.6 This clause 15 shall continue in full force and effect without limit in time, notwithstanding the expiry or termination of the Contract howsoever caused.
16. Events outside either party's control
16.1 Neither you nor the Company will be liable or responsible for any failure to perform, or delay in performance of, any obligations under the Contract that is caused by any act or event beyond your or the Company’s reasonable control (Event Outside A Party’s Control).
16.2 If an Event Outside A Party’s Control takes place that affects the performance of either your or the Company’s obligations under the Contract:
16.2.1 the affected party will contact the other party as soon as reasonably possible to notify them; and
16.2.2 the affected party’s obligations under the Contract will be suspended and the time for performance of their obligations will be extended for the duration of the Event Outside A Party’s Control. A new date for performance of the obligations will be agreed between the parties after the Event Outside A Party’s Control is over.
16.3 Either party may terminate the Contract by serving notice in writing to the other party where an Event Outside A Party’s Control has continued for more than 60 days from the date that the other party notified the other of the Event Outside A Party’s Control.
17. Communications between us
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice or other communication is deemed to have been received:
17.1.1 if delivered personally, on signature of a delivery receipt;
17.1.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second working day after posting;
17.1.3 if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18. No partnership or joint venture
Nothing contained herein shall in any way create any association, partnership, joint venture or relationship of principal and agent between the Parties, or be construed as evidencing the intention of the Parties to constitute such a relationship
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
The Parties hereby agree and acknowledge that clauses 10.1.3, 10.2.2, 14, and 15 shall survive the termination or expiry of the Term.
21. Third party rights
The Contract is between you and the Company. No other person has any rights to enforce any of its terms.
If either you or the Company does not insist on performance of any obligations under the Contract, or if either you or the Company does not enforce their rights against each other, or if either you or the Company delays in doing so, that will not mean that either you or the Company has waived their rights against each other or that either you or the Company does not have to comply with those obligations. If either you or the Company does waive any rights, either party will only do so in writing, and that will not mean that either party will automatically waive any right related to any later default by either you or the Company.
23. Governing law
The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to arbitration in accordance with the rules and regulations of the International Arbitration Association, and to hold any such arbitration in London, England.
No announcement or media release concerning the subject matter of or any matter in relation to the Contract shall, unless required by Law, be made by either Party without the prior written approval of the other Party as to its contents (such approval not to be unreasonably withheld or delayed).
Any variation of the Contract only has effect if it is in writing and signed by you and the Company (or our respective authorised representatives).