These Terms set out the terms on which the Sponsor obtains from World Retail Congress Ltd Sponsorship Rights for an Event or a Publication. Please read these Terms carefully as they contain important information.
Last Updated: 13 December 2024
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following words shall have the following meanings.
“Affiliate”: 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 Form”: the booking form for Sponsorship Rights agreed by you and WRC;
“Confidential Information”: any information, disclosed by a party to the other party which is designated as or is manifestly confidential, commercially sensitive, or confidential in nature;
“Copy Deadline”: the date and time by which the Sponsorship Copy must be submitted to WRC as required by WRC;
“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation; the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003;
“Delegate Data”: personal data (as defined in the Data Protection Legislation) of delegates attending the Event;
“Event”: World Retail Congress;
“Fee”: the total sum payable by you to WRC as set out in the Booking 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, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world
“Marketing Pack”: the marketing pack relating the promotion and marketing of the Event;
“Publication”: the publication in any medium, including print, digital and social media, published by WRC and described on the Booking Form;
“Venue”: the location where the Event takes place;
“WRC”, “we”, “us”: World Retail Congress Ltd. registered in England under company number 15740401 at registered office Preston Park House, South Road, Brighton, BN1 6SB;
“Sponsor“, “you”, “your”: the person, firm or company named in the Booking Form wishing to sponsor an Event or Publication;
“Sponsorship Copy”: any copy and other materials supplied by you in any format intended for display or publication by WRC for in relation to the Sponsorship Rights, including logos, slogans, designations as agreed between the parties and advertisements, leaflets, flyers, posters, supplements, inserts and banners;
“Sponsorship Rights”: the bundle of sponsorship rights to be granted to you for an Event, a Publication or other products or services of WRC, as set out in the Booking Form; and
“Terms”: these terms and conditions.
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;
(c) words in the singular include the plural and words in the plural include the singular;
(d) unless a right or remedy of a party is expressed to be an exclusive right or remedy, the
exercise of it by a party is without prejudice to that party's other rights and remedies;
(e) a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it; and
(f) 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 The Booking Form and the Sponsorship Rights provided by WRC are governed by these Terms to the exclusion of all other terms including any attached to your purchase order or otherwise provided by you to us.
2.2 The person signing the Booking Form 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 did not have such authority.
2.3 If you are an agency entering into the Booking Form on behalf of your client, you shall make clear in the Booking Form both your identity and the identity of your client and you represent, warrant and undertake that you have full authority to act on behalf of, and to bind, your client. You and your client will be jointly and severally liable for the Sponsor’s liabilities under these Terms
2.4 You acknowledge that the Sponsorship Rights are limited to those rights set out in the Booking Form and shall not include free registration or attendance at an Event or free advertisements, unless otherwise stated in the Booking Form.
2.5 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.
2.6 You shall not engage in joint promotions with any third party in relation to the Event and/or the Sponsorship Rights without WRC’s prior written consent.
2.7 Each of the parties shall comply with all applicable laws in performing their obligations and exercising their rights under these Terms and the Booking Form.
3. WRC’s obligations and rights
- We shall provide the Sponsorship Rights with reasonable skill and care and in accordance with applicable laws.
- The Sponsorship Rights are personal to you, and we are not obliged to provide the Sponsorship Rights (or any part of them) to any other entity or person.
- You acknowledge and accept that we have the right to publicly announce our business relationship with you which will include announcements on social media. Such announcements will not be disparaging or otherwise adverse to your business.
- If we are unable to deliver any of the Sponsorship Rights, we may substitute these with alternative benefits of an equivalent value and nature in respect of the Event on notice to you.
4. Submission and Publication of Sponsorship Copy
4.1 You shall deliver the Sponsorship Copy to WRC by the Copy Deadline, in the format reasonably required by WRC. If WRC accepts late delivery of Copy Deadline on one occasion, that does not mean WRC is obliged to do so on any other occasion.
4.2 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 legal and beneficial owner of the Sponsorship Copy or you have obtained all rights, consents and licences to permit the use, publication and display of the Sponsorship Copy by WRC for the purpose of these Terms. You shall on request provide to WRC evidence of your compliance with this Clause 4.2(a);
(b) the Sponsorship Copy is legal, decent, honest and truthful and otherwise complies with the relevant advertising and marketing standards, rules, regulations, codes of practice, legislation and all other applicable laws;
(c) the use, reproduction, publication, distribution or transmission of the Sponsorship Copy in accordance with the Sponsorship Rights will not breach any applicable laws including false advertising, unfair competition, defamation, obscenity, invasion of privacy or rights of celebrity, discrimination law, securities law or regulation;
(d) the use, reproduction, publication, distribution or transmission of the Sponsorship Copy, in accordance with the Sponsorship Rights will not infringe any rights of any third parties, including infringement of any IP Rights; 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.
4.3 WRC may itself amend, edit, withdraw, take down or otherwise deal with any Sponsorship Copy at its absolute discretion and without giving prior notice if it reasonably believes it does not comply with Clause 4.2 or is otherwise unsuitable for the Event or Publication. You shall pay all costs incurred by WRC in amending Sponsorship Copy, and you agree that the Fee shall remain due in full notwithstanding withdrawal or suspension of the Sponsorship Copy under this Clause 4.3. At its discretion, WRC may request that you amend or edit the Sponsorship Copy to comply with Clause 4.2.
4.4 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.
4.5 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 in relation to the Event or the Publication.
5. Payment
5.1 The Fee shall be payable by you to WRC in full and in cleared funds, without deduction or set off (except for any credit issued to you by WRC) into WRC’s nominated bank account within thirty (30) days of the date of the invoice.
5.2 Except as set out in these Terms, the Fee is not refundable.
5.3 The Fee is stated exclusive of value added tax, which will be due at the prescribed rate as at the date of the invoice.
5.4 In the event of late payment of any sum due:
(a) WRC may waive any agreed discounts and increase the sums due accordingly; and
(b) debt recovery costs and interest on overdue invoices shall accrue from the date when payment becomes due calculated in accordance with The Late Payment of Commercial Debts (Interest) Act 1998.
6. Event Delegates
6.1 If you send delegates to attend the Event you shall procure that they comply with our Delegate Terms [link] and the rules and regulations of the Venue. Without prejudice to any other rights or remedies available to WRC, WRC reserves the right in its absolute discretion to exclude or remove from the Event any representative of the Sponsor who is in breach of the rules and regulations of the Venue and/or whose presence in WRC’s opinion is or is likely to be undesirable.
- Notwithstanding any other provisions of this Clause 6, we each agree to comply with all Data Protection Legislation in relation to the Sponsorship Rights.
- If we have confirmed in the Booking Form that we will share Delegate Data with then you agree that provide you with the Delegate Data for our legitimate interest in relation to the promotion and success of the Event. You agree that we are the controller and you are the processor of the Delegate Data as such terms are defined in the Data Protection Legislation. You warrant and represent that you will:
- process the Delegate Data securely and in compliance with the Data Protection Legislation;
- process the Delegate Data only to better plan or implement the activities set out in the Sponsorship Rights;
- delete the Delegate Data from your systems once the Sponsorship Rights have been provided;
- process the Delegate Data in accordance with WRC’s written instructions only;
- ensure that any of your employees authorised to access Delegate Data shall be subject to written obligations to maintain the confidentiality of the Delegate Data;
- engage sub-processors only with WRC’s prior consent and in accordance with the Data Protection Legislation;
- notify WRC without undue delay if you become aware of any security breach or any failure of security in relation to the Delegate Data and provide WRC with full details of the same;
- assist with any data subject requests received by WRC;
- not transfer the Delegate Data to a third country outside the European Economic Area or the UK without having a valid transfer mechanism in place; and
- subject to WRC giving you reasonable notice, provide WRC with all information reasonably necessary to demonstrate compliance with this Clause 6.
6.4 Where you collect Personal Data directly at the Event without our involvement, you agree that you are doing so as controller and warrant that you will comply with the Data Protection Legislation.
6.5 Where we provide you with a scanner for the Event, we will send to you details of Delegates’ first name, surname, job title, email, company, country and scanned date/time to you promptly after the scanning has taken place. You agree that you receive such data as controller.
6.6 If your Sponsorship Rights include sponsorship of a Publication, then we shall provide to you the first name, surname, job title, email, company, country of any individual who downloads the Publication to the extent they provide such data to us. You agree that you will be a controller of such personal data, and you shall provide to us a link to your privacy policy in order that we can make that link available to the individual when they download the Publication.
7. IP Rights
7.1 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 IP Rights) in relation to the Event and the Publication.
7.2 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 our brand guidelines for the purposes of fulfilling your rights and obligations under these Terms. You shall not publish any marketing material you develop or create relating to the Event and/or that feature any WRC trade marks without our prior written approval. Your marketing materials must comply with the provisions of Clause 4.2
7.3 Each party undertakes not to:
- do anything to prejudice or damage the other party’s goodwill in that party’s IP Rights or reputation;
- do anything which is likely to bring the other party’s IP Rights into disrepute; and/or
- apply for registration of any IP Rights in respect of the other party’s IP Rights or any part or colourable imitations of the same.
7.4 Any goodwill generated by a party in using the other party’s trade mark will belong to the owner of the trade mark.
8. Amendment, Postponement and Cancellation
8.1 Neither party may amend or cancel a Booking Form once it has been signed except as set out in this Clause 8 and Clause 9.
8.2 WRC may at its sole discretion postpone, change the location or timings of an Event at any time for any reason on notice to you. If we postpone or change the location or timings of an Event, your Sponsorship Rights shall be unaffected and shall apply to the revised Event. ]If we exercise our rights under this Clause 8.2, you will not be entitled to a refund and we shall not be liable to you for fees, travel, accommodation or other costs and expenses incurred in respect of the Event.
8.3 WRC may cancel the Event at its sole discretion at any time for any reason on notice to you. If we cancel the Event, we shall issue you a credit to use in respect of any other event, product or service we provide. The credit will be of an amount equal to the Fee paid by you less the value of any Sponsorship Rights received by you at the time of cancellation, calculated by us in good faith. We shall not be liable to you for fees, travel, accommodation or other costs and expenses incurred in respect of the Event.
9. Termination
9.1 WRC shall have the right to terminate the Booking Form immediately by notice in writing to you if:
(a) 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; and/or
(b) WRC believes that (i) 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) an association with you might damage the reputation of WRC and/or the Event and/or bring it into disrepute.
9.2 Each party shall be entitled to terminate the Booking Form immediately by notice in writing to the other party if the other party:
(a) is in breach of these Terms and 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;
(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.
9.3 If we exercise our rights under Clause 9.1 or 9.2, you will not be entitled to a refund, and we shall not be liable to you for fees, travel, accommodation or other costs and expenses incurred in respect of the Event.
9.4 If you exercise your rights under Clause 9.2, WRC shall promptly refund to you any Fee revived at the date of termination, less the value of any Sponsorship Rights received by you at the date of termination, calculated by us in good faith.
9.5 On termination of a Booking Form, or completion of the Sponsorship Rights, our obligations to provide the Sponsorship Rights shall cease but we retain the right to continue to reference you as a Sponsor of the Event or the Publication.
10. Indemnity
10.1 You shall defend, indemnify and hold WRC and its directors 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 any third party claim relating to a breach by you of these Terms.
11. Liability
11.1 Subject to Clause 11.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, losses, costs, claims or expenses of any kind howsoever arising out of or in connection with a Booking Form, shall be limited to an amount equal to the Fee.
11.2 Subject to Clause 11.3, we shall not be liable to you for:
(a) loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss or damage to reputation or goodwill, wasted expenditure; and/or
(b) any indirect, special or consequential damages, losses, costs, claims or expenses of any kind.
11.3 Nothing in these Terms shall limit or exclude either party’s liability for death or personal injury caused by that party's negligence, or the negligence of that party's employees, agents or subcontractors, fraud or fraudulent misrepresentation or any other liability that cannot be limited or excluded by applicable law.
11.4 Nothing in these Terms shall limit or exclude your liability for any breach by you of any rules of the Venue, or damage to any property at the Venue and/or any equipment made available at the Venue.
12. Confidentiality
12.1 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 Booking Form unless otherwise permitted by these Terms.
12.2 The commitments in Clause 12.1 do not apply to any Confidential Information which was:
(a) publicly available before the Booking Form was signed or subsequently becomes publicly available through no fault of the receiving party;
(b) already known to the receiving party or is subsequently legitimately disclosed to the receiving party by a third party without legal restriction; or
(c) developed independently by the receiving party without use of or reliance on the Confidential Information received.
12.3 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).
12.4 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).
13 General
13.1 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
13.2 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.
13.3 These Terms shall not be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
13.4 You may not assign or transfer any rights or obligations under these Terms to any third party without WRC’s prior written consent.
13.5 WRC may assign, transfer or novate these Terms and the rights and obligations under it to any other party at any time and we shall notify you if we do so.
13.6 Any notice 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 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.
13.7 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.
13.8 No term or provision in these Terms shall be varied or modified unless agreed in writing and signed by the parties.
13.9 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.
13.10 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.
13.11 Each party shall comply with all applicable laws, codes and regulations relating to anti-bribery and anti-corruption.
14. Governing Law
14.1 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 will be brought only in English Courts except that WRC may bring a claim for unpaid invoices in the jurisdiction in which you are located will object to the exercise of personal jurisdiction by such court.