These Terms set out the terms on which the Sponsor obtains from World Retail Congress Ltd Sponsorship Rights for an Event or a Publication or for other products or services of World Retail Congress (all defined below). Please read these Terms carefully as they contain important information.
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings. Less frequently used terms are defined within the body of these Terms:
“Affiliate” means any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company;
“Booking” means a booking for Sponsorship Rights submitted by You to World Retail Congress Ltd;
“Confidential Information” means any information, disclosed by a party to the other party, in relation to an Order, which is designated as confidential, commercially sensitive, or confidential in nature;
“Confirmation” means World Retail Congress Ltd’s written confirmation of acceptance of a Booking;
“Copy Deadline” means the date and time by which the Sponsorship Copy must be submitted to World Retail Congress Ltd as stated by World Retail Congress Ltd;
“Event” means an award’s ceremony, exhibition, conference or other event to be held by World Retail Congress Ltd in respect of which You are submitting a Booking;
“Fee” means the total sum payable by You to World Retail Congress Ltd as set out in the Booking and due to World Retail Congress Ltd on the date of the Confirmation (but payable by Sponsor to World Retail Congress Ltd in any instalments set out in the Booking) in consideration of the grant of the Sponsorship Rights;
“Order” means a booking made by You to World Retail Congress Ltd by submitting a Booking and confirmed by World Retail Congress Ltd with a Confirmation;
“Publication” means any publication in any medium, including print, digital and social media, issued by World Retail Congress Ltd;
“WRC” means the entity identified in the Order, which is World Retail Congress Ltd. registered in England as company no. 15740401 at registered address Preston Park House, South Road, Brighton, BN1 6SB;
“Sponsor“, “You“, “Your(s)” means the person, firm or company named in the Booking, including a company wishing to sponsor an Event or Publication (“Client“) and agencies engaged by the Client to select and purchase Sponsorship Rights on its behalf (“Agency“), including their successors in title and assigns;
“Sponsorship Copy” means any advertising copy and other information, marketing, promotional and sponsorship materials supplied by You in any format intended for display or publication by WRC for the purpose of fulfilling the Sponsorship Rights, including all logos, slogans, designations as agreed between the parties and advertisements, leaflets, flyers, posters, supplements, inserts, and banners;
“Sponsorship Rights” means the bundle of sponsorship rights to be granted to You for an Event, a Publication or other products or services of WRC, as agreed between the parties and confirmed by WRC in the Confirmation;
“Terms” means these terms and conditions;
“VAT” means value added tax chargeable under English law or such other applicable sales or other taxes; and
“Website” means a website owned or managed by WRC.
1.2 In these Terms, unless the context clearly indicates another intention;
(a) headings are included for convenience only and references to clauses shall be to clauses of these Terms;
(b) references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and
(c) the words “include”, “including”, and “such as” are to be construed as if they were immediately followed by the words “without limitation”.
2. Basis of Contract
2.1 By making a Booking, You agree to be bound by these Terms to the exclusion of all other terms. If You do not agree to be bound by these Terms, WRC will be unable to accept Your Booking.
2.2 Your Booking shall be made by You by telephone, letter, e-mail, through the internet or in such other form as WRC may in its discretion accept.
2.3 Your Booking is an offer to WRC to obtain Sponsorship Rights and a binding contract between You and WRC will only be formed when a Confirmation is sent by WRC to You (whether or not it is received) using the contact details provided in the Booking. You should contact WRC if You have not received Confirmation within five (5) days of Your Booking. WRC reserves the right in its sole discretion to refuse to accept Your Booking. Your Booking and the Confirmation together (also referred to as the Order) shall constitute a binding contract between You and WRC which shall be subject to these Terms. Please note that in the case of a conflict, the Order shall take precedence over these Terms.
2.4 The person submitting the Booking on Your behalf shall be deemed to have full authority to do so and You shall have no right to claim against WRC that such person or persons did not have such authority.
2.5 In no circumstance does the placing of any Booking convey the right to renew on similar terms.
2.6 Where You are an Agency, You represent, warrant and undertake that You have full authority to act on behalf of, and to bind, You and the Client and You and the Client will be jointly and severally liable for Your liabilities under these Terms.
2.7 You acknowledge that the Sponsorship Rights are limited to those rights set out in the Order and shall not include free registration or attendance at an Event or free advertisements, unless otherwise stated in the Order.
2.8 All rights not expressly granted to You under these Terms are reserved to WRC and WRC shall in its sole discretion be free to exploit all such rights, including commercial and sponsorship rights itself and/or with any third parties.
2.9 You shall not engage in joint promotions with any third party in relation to the Event and/or the Sponsorship Rights granted under these Terms without WRC’s prior written consent.
3. Submission and Publication of Sponsorship Copy
3.1 You shall deliver the Sponsorship Copy to WRC for receipt by WRC by the Copy Deadline, in any format that conforms to WRC’s requirements as notified to You by WRC. WRC may in exceptional cases and at its own discretion accept Sponsorship Copy after the Copy Deadline. Such acceptance shall not impose any obligation whatsoever on WRC to accept Sponsorship Copy after the Copy Deadline.
3.2 WRC shall be entitled to (or require You to) amend, edit, withdraw, take down or otherwise deal with any Sponsorship Copy at its absolute discretion and without giving prior notice. Should withdrawal or suspension be due to Your act or default or Your agents including the unsuitability of the Sponsorship Copy, then You shall pay for the Sponsorship Rights in full notwithstanding that not all of or any of the Sponsorship Rights have been exercised.
3.3 Except as otherwise specifically agreed in writing by WRC, the positioning and placement of Sponsorship Copy shall be treated as requests only and cannot be guaranteed.
3.4 Any Sponsorship Copy, including Your property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. are held by WRC at the owner’s risk and should be insured by You against loss or damage from whatever cause. After the Event or publication or distribution of WRC’s products or services (as applicable), You shall be responsible for collecting all such materials which You require from WRC’s premises or the Event premises (as applicable), failing which, WRC reserves the right to destroy all material that has been in its custody for one year. WRC may exercise its right under this clause without giving further notice to You.
3.5 You are solely responsible for any liability arising out of publication of the Sponsorship Copy. It is Your sole responsibility to clear the Sponsorship Copy. You represent and warrant to WRC that:
(a) You are the sole author and legal and beneficial owner of the Sponsorship Copy;
(b) You have obtained all necessary rights, consents and licences required to use, amend edit, adapt, publish the Sponsorship Copy for the purpose of the Event and to permit the use and display of the Sponsorship Copy by WRC for the purpose of these Terms and WRC shall be entitled to see evidence to this effect on request;
(c) the Sponsorship Copy is legal, truthful, honest and decent and otherwise complies with the relevant advertising and marketing standards, rules, regulations, codes of practice, legislation and all other applicable laws.
(d) the use, reproduction, publication, distribution or transmission of the Sponsorship Copy, including any exercise of the licence under clause 3.6 by WRC will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trade mark, trade secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity, piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law, securities law or regulation, or of any other right of any person or entity; and
(e) any Sponsorship Copy in relation to any investment or financial promotion (as defined under the Financial Services and Markets Act 2000) has been approved by an authorised person within the meaning of the Act or the Sponsorship Copy is otherwise permitted under the Act, the Financial Promotion Order 2005 or any other legislation subordinate to the Act or such local equivalent in the relevant jurisdiction in which the Sponsorship Copy is displayed.
3.6 You hereby grant to WRC a worldwide, non-exclusive royalty-free right and licence to use, reproduce, publish, store, distribute and display Your name and the Sponsorship Copy (including all contents, trade marks and brand features contained therein) in relation to the Event. No other rights in the Sponsorship Copy are granted to WRC and no rights in the Sponsorship Copy shall be assigned to WRC under these Terms.
4. Payment
4.1 The Fee shall be payable by You to WRC in full and in cleared funds into WRC’s nominated bank account within thirty (30) days of the date of WRC’s invoice.
4.2 Subject to clauses 6.1 and 7.4, all Fees paid to WRC under this Agreement shall become the sole property of WRC on payment to WRC and be deemed fully earned at the time of payment and shall not be refunded to Sponsor under any circumstances.
4.3 The Fee is stated exclusive of VAT, which will be due at the prescribed rate as at the date of the invoice.
4.4 In the event of late payment, WRC reserves the right to waive any agreed discounts.
4.5 Debt recovery costs and interest on overdue invoices shall accrue on any unpaid amounts from the date when payment becomes due to the maximum extent permitted by The Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 as amended, extended, consolidated or replaced from time to time or other similar laws that may be applicable.
5. Intellectual Property
5.1 You hereby grant to WRC a worldwide, non-exclusive royalty-free right and licence to use, reproduce, publish, store, distribute and display Your name and the Sponsorship Copy (including all contents, trade marks and brand features contained therein) in relation to the Event. WRC hereby grants to You a non-exclusive, non-transferable licence to use the WRC trade marks set out in the Marketing Pack in accordance with the brand guidelines for the purposes of fulfilling all its rights and obligations under these Terms.
5.2 Each party undertakes a) not to do anything to prejudice or damage the other party’s goodwill in that party’s intellectual property or reputation; b) not to do anything which is likely to bring the other party’s intellectual property into disrepute; and c) not under any circumstances to apply for registration of any trade or service mark in respect of the other party’s intellectual property or any part or colourable imitations of the same;
5.3 Any additional goodwill generated by a party for another party’s trade mark will be that other party’s sole property.
5.4 For all representations of a party’s trade mark used by the other party in fulfilling its obligations hereunder, there will be appended in a manner approved by the party owning the trade mark such inscriptions as are usual or proper for indicating that the trade mark is unregistered or registered, as the case may be, and that they are used under licence.
6. Substitution and Cancellation
6.1 WRC may (at its sole discretion) change the date, suspend or cancel an Order at any time for any reason without incurring any liability to You other than, in the event of cancellation, the reimbursement of any Fee received by WRC in respect of Sponsorship Rights not received.
6.2 If You wish to cancel an Order You shall notify WRC in writing and you will be required to pay WRC the Fee in full for the cancelled Order.
6.3 WRC shall be under no obligation to reimburse all or part of the Fee after such cancellation by You, even in the event that WRC resells the cancelled Sponsorship Rights.
7. Termination
7.1 WRC shall have the right to terminate any Order by notice to You:
(a) if You fail to make any payment due to WRC by the due date and such failure continues for fifteen (15) days after the due date: or
(b) with immediate effect if WRC believes:
i. that You have acted or threaten to act in a manner which is, or might be, prejudicial, defamatory, injurious or bring into disrepute, ridicule or lessen the public reputation, goodwill or favourable image of WRC or the Event; or
ii. that continuing with an association with You might damage the reputation of WRC and/or the Event and/or bring it into disrepute.
7.2 Each party shall be entitled to terminate any unperformed Order immediately by notice in writing to the other party if the other party:
(a) is in breach of these Terms or fails to comply with any material obligations or warranties under any agreement between the parties to which these Terms apply and in either case does not remedy the same (if capable of being remedied) within thirty (30) days of receipt of notice in writing specifying the breach or failure and calling for the same to be remedied; or
(b) compounds or makes arrangements with its creditors or become insolvent or if any order is made or resolution passed for its liquidation, winding up or dissolution or if a receiver or manager or administrative receiver or administrator is appointed over the whole or a substantial part of its assets or of anything analogous to or having substantially similar effect of any such events shall occur under the laws of any applicable jurisdiction; or
(c) is unable to perform any of its obligations in circumstances set out in clause 11.1 below for a continuous period of not less than twenty eight (28) days.
7.3 Termination by WRC in accordance with clauses 7.1 or 7.2 shall be treated as a cancellation by You and You will be required to pay the Fee in full.
7.4 In the event of termination due to WRC’s default WRC shall promptly refund to Sponsor any Fee paid by Sponsor for Sponsorship Rights not received, at the date of termination.
7.5 Following completion of an Event and/or completion of the Sponsorship Rights and/or termination of any agreement between You and WRC to which these Terms apply, Sponsorship Rights granted by WRC to You shall immediately terminate and revert to WRC, after which You cannot exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with WRC or any Event or as otherwise provided for by these Terms.
8. Indemnity
8.1 You shall defend, indemnify and hold WRC harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by WRC as a result of, related to or arising in connection with (i) a breach of these Terms by You, and/or (ii) any acts or defaults of You, Your employees or agents in connection with the Event and/or (iii) any claim brought against WRC that the Sponsorship Copy supplied by You infringes, violates, or trespasses or constitutes the unauthorized use or misappropriation of any intellectual property of any third party.
8.2 To the full extent permitted by law, WRC will not be liable for any loss or damage, whether direct or indirect, including consequential loss or any loss of profits or similar loss, in contract or tort or otherwise, relating to any loss, injury or damage to persons or property at any Event, Your exercise of the Sponsorship Rights or any Sponsorship Copy submitted by You or any errors or omissions in the Sponsorship Copy or failure of any Event to take place, any Publication to be published or any other of WRC’s products or services to be distributed or any other failure which is beyond the control of WRC. WRC will not be liable for any errors or omissions in the published Sponsorship Copy nor its failure to appear in any specific position. In any event, if WRC is liable to the Client or Agent for any reason, WRC’s total liability under these Terms or otherwise in relation to the Sponsorship Rights is limited to the amount of the Fee received by WRC as at the date of such act or omissions.
8.3 Nothing in these Terms shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.
9. Confidentiality
9.1 Each party will ensure that it:
(a) keeps the Confidential Information confidential and does not disclose it to any third party; and
(b) only uses Confidential Information in relation to the Order unless otherwise permitted by these Terms.
9.2 The commitments in clause 9.1 above do not apply to any Confidential Information which was:
(a) publicly available before the Order or subsequently becomes publicly available through no failure to comply with the Order;
(b) already known to a party or is subsequently legitimately disclosed to a party by a third party without legal restriction; or
(c) developed independently by a party without use of or reliance on the Confidential Information received under the Order.
9.3 A party may disclose the Confidential Information:
(a) to its Affiliates, agents, contractors and suppliers, provided that: (i) those third parties have entered into non-disclosure agreements no less onerous than as set out in these Terms; and (ii) the party disclosing Confidential Information to those third parties ensures and is liable for their compliance with these Terms; and
(b) where and to the extent required by applicable law, provided prompt written notice of that requirement is given to the original discloser (where such notice is lawful).
9.4 All Confidential Information disclosed by a party or its Affiliates remains the property of the discloser. Each party must return or, if clearly instructed by the other party, destroy that received Confidential Information remaining in its or its Affiliates’ possession or control, within thirty (30) days of written request from the other party. Confidential Information may be retained to the limited extent required as part of securely-held confidential records to be used only to determine and/or comply with legal obligations (including secure electronic backups of these records, which may only be used to replace the permitted records if lost or corrupted).
10. Data Protection and Privacy
10.1 Both parties will comply with all the obligations of applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (“DP Legislation”) imposed on independent Data Controllers under the DP Legislation, including prompt notification of any potential or actual breach of these obligations. Both parties will always use appropriate technical and organisational measures to protect any of the other party’s Personal Data that is held as part of the Services against loss or unauthorised use or access. Capitalised terms used in this clause 10.1 have the meanings given in the DP Legislation in force at the time.
10.2 You understand and acknowledge that to the extent the data submitted by You in connection with a Booking amounts to personal information, such personal information will be processed in accordance with the requirements of applicable data protection laws and WRC’s privacy policy. For further information, please read WRC’s privacy notice, which can be found at https://www.worldretailcongress.com/world-retail-congress-privacy-notice
11. General
11.1 Neither party shall be liable to the other in respect of any non-performance of its obligations by reason of any act of God, civil war or strife, act of foreign enemy, invasion, war, satellite failure, epidemic, pandemic, legal enactment, governmental order or regulation, industrial action, trade dispute, lock-out, riot or any other cause beyond their respective control provided always that in any such event the duration of the agreement between the parties shall be extended over which such event continues.
11.2 If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and this shall not affect the enforceability of the remainder of these Terms nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
11.3 The terms of these Terms shall not be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999 (the “Act”)) under the provisions of the Act.
11.4 You may not assign or transfer any rights or obligations under these Terms to any third party without WRC’s prior written consent.
11.5 WRC may assign, transfer or novate these Terms and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter.
11.6 Any notice or other information to be given by either party under these Terms shall be made by first class prepaid mail (if sent from and to an address within the UK) and first class prepaid airmail (if international) to the address above or to an address or e-mail address supplied, by WRC or You (as applicable) for the such purpose, and shall be deemed to have been communicated two (2) business days after posting, if sent by first class mail, five (5) business days after posting if sent by airmail and on the next business day, if sent by e-mail.
11.7 No waiver or any breach of any of these Terms shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.
11.8 No term or provision in these Terms shall be varied or modified unless agreed in writing and signed by the parties.
11.9 These Terms together with any other document incorporating these Terms shall constitute the entire agreement and understanding between the parties in relation to its subject matter.
11.10 The parties acknowledge and agree that they have not relied on and shall have no right of action in respect of any representation, warranty or promise except as expressly provided in these Terms and for such representation, warranty or promises made fraudulently and all conditions, warranties or other terms implied by statute or common law are by these Terms excluded to the fullest extent permitted by law.
11.11 Each party shall comply with all applicable laws, codes and regulations relating to anti-bribery and anti-corruption.
11.12 These Terms and any agreement to which these Terms apply shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts, without regard to conflict of laws rules. For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive or monetary relief) will be brought only in English Courts, and neither You nor WRC will object to the exercise of personal jurisdiction by such court.