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ICAEW sponsorship terms and conditions

These terms and conditions apply (the “Terms”) to the provision of the Sponsorship Services specified in one or more Work Orders agreed between the Institute of Chartered Accountants in England and Wales (“ICAEW”) and the Sponsor (as named on the Work Order). Together, these Terms and a Work Order constitute an agreement between ICAEW and the Sponsor (the “Agreement”). If there is any inconsistency between these Terms and the Work Order, the provisions of the Work Order shall prevail.

These terms and conditions apply (the “Terms”) to the provision of the Sponsorship Services specified in one or more Work Orders agreed between the Institute of Chartered Accountants in England and Wales (“ICAEW”) and the Sponsor (as named on the Work Order). Together, these Terms and a Work Order constitute an agreement between ICAEW and the Sponsor (the “Agreement”). If there is any inconsistency between these Terms and the Work Order, the provisions of the Work Order shall prevail.

These Terms shall apply to all orders and contracts for the supply of Sponsorship Services by ICAEW to the exclusion of all other terms (including any terms and conditions that the Sponsor purports to apply), other than any third party terms and conditions expressly stated to apply in a Work Order. Any attempt by the Sponsor to impose any other terms or conditions to the trading relationship with ICAEW is hereby explicitly and expressly deemed automatically rejected in advance and will be wholly ineffective and non-binding upon ICAEW.

The Agreement shall come into force when a Work Order is signed by both parties.

Contents

 1. DEFINITIONS

1.1 In this Agreement the following words and phrases shall, unless the context otherwise requires, have the following meanings:

“Activity” the sponsorship activity set out in the relevant Work Order.

“Activity Marks” ICAEW's Mark and the Designation.

“Business Days” a day other than a Saturday, Sunday or public holiday in England.

“Commercial Rights” any and all rights of a commercial nature connected with the Activity, including without limitation broadcasting rights, new media rights, sponsorship rights, merchandising rights, hospitality rights, licensing rights, promotional rights, and advertising rights.

“Confidential Information” all and any information of whatever nature which is communicated in writing, orally or electronically from one party (the “Discloser”) to the other party (the “Recipient”) disclosed under or in relation to this Agreement including but not limited to any term of this Agreement and sensitive business information of either party.

“Designation” the designation and name for the Event(s) as set out in the relevant Work Order.

“Event(s)” the individual events or activity (which collectively comprise the Activity) as set out in each relevant Work Order, or otherwise used by ICAEW.

“Force Majeure Event” any event affecting the performance of any provision in this Agreement or the ability of any speaker or other person or any third party from attending at or managing or running any Event, arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including but not be limited to acts of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, lock-outs or industrial action, or failure or shortage of power supplies.

“ICAEW Materials” any Materials created by or used by or for or associated with or relating to the Activity by ICAEW.

“ICAEW's Brand Guidelines” ICAEW's brand guidelines, as amended by ICAEW from time to time by notice.

 “ICAEW's Mark” the artwork, design, logo and trade mark, together with any accompanying words, slogan or text of ICAEW, to be used for promotion, advertising and marketing of the Activity, as set out in the relevant Work Order.

“Intellectual Property Rights” rights in all patents, domain names, registered designs, design rights, copyrights, database right, trade marks, trade names, logos, trade secrets and know how, moral rights, applications for any of the above and the right to make applications and any and all other intellectual or industrial property rights of any description (or rights of a similar nature) anywhere in the world (i) existing now or at any time in the future and (ii) whether registered or registrable or not.

“Materials” any written content, newsletters, reports, guidelines, conference or event materials, pop-up stands, displays, stands, giveaways, advertising, brochures, publicity material, invitations, website, branding, logos, artwork and other materials.

“Payment Terms” as set out in clause 9 of the Terms or the relevant Work Order.

“Sponsor Materials” any Materials created by or used by or for or associated with or relating to the Activity by the Sponsor, as set out in in the relevant Work Order.

“Sponsor's Brand Guidelines” the brand guidelines provided by the Sponsor.

“Sponsor's Mark” the artwork, design, logo and trade mark, together with any accompanying words, slogan or text of the Sponsor, to be used for promotion, advertising and marketing of the Activity.

“Sponsorship Rights” the bundle of rights granted to the Sponsor including the rights of the Sponsor to be associated with the Activity.

“Sponsorship Fee” the sum payable by the Sponsor for the provision of Sponsorship Services provided by ICAEW, which is set out in the relevant Work Order.

“Sponsorship Services” the services provided by ICAEW to the Sponsor associated with the Activity, as specified in the relevant Work Order, including but not limited to the grant of Sponsorship Rights.

“Term” the period from the Commencement Date to the Expiry Date, as set out in each relevant Work Order.

“Work Order” means the order form setting out the commercial terms of those services to be provided by ICAEW.

1.2 Any reference to any Appendix, clauses or sub-clauses is to an Appendix, clause or sub-clause of this Agreement. The Appendices are incorporated as part of this Agreement.

1.3 Any reference to a person includes an individual, firm, partnership, company, or corporation.

1.4 Any reference to a party or parties shall mean the parties to this Agreement.

1.5 Any reference to any rule, statute or statutory provision includes a reference to that rule, statute or statutory provision as from time to time amended, extended or re-enacted.

1.6 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.

1.7 The clause and Appendix headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

2. GRANT OF RIGHTS

2.1 In consideration of payment by the Sponsor of the Sponsorship Fee to ICAEW and of the Sponsor fulfilling its other obligations under this Agreement, ICAEW grants to the Sponsor and the Sponsor accepts:

2.1.1 the Sponsorship Rights; and

2.1.2 where specified in the Work Order a licence to use the Activity Marks, during the Term and in accordance with the terms set out in this Agreement.

2.2 All rights not expressly granted to the Sponsor under this Agreement are reserved to ICAEW. The Sponsor acknowledges and agrees that:

2.2.1 ICAEW is the organiser of the Activity;

2.2.2 ICAEW is the owner or controller of the Commercial Rights and of all rights in the Activity Marks;

2.2.3 the Sponsor has no right, title or interest in the Activity and the Activity Marks, except to the extent permitted by this Agreement; and

2.2.4 the Sponsor shall not be entitled to exploit any of the Commercial Rights other than the Sponsorship Rights.

2.3 Unless otherwise expressly stated in the Work Order, the Sponsorship Rights shall be non-exclusive.

2.4 In consideration of the grant of Sponsorship Rights, the Sponsor grants and ICAEW accepts a worldwide, non-exclusive, royalty free, sub-licensable licence to use the Sponsor's Mark during the Term for the delivery by ICAEW of the Sponsorship Rights.

3. OBLIGATIONS OF THE SPONSOR

3.1 The Sponsor undertakes to ICAEW:

3.1.1 to exercise the Sponsorship Rights and to promote itself in accordance with the terms of this Agreement;

3.1.2 that in all references to the Activity and in all Sponsor Materials the Sponsor must:

(a) credit ICAEW and set out the nature of its Sponsorship Rights with ICAEW;

(b) use ICAEW's Mark only where specifically permitted by ICAEW and only in accordance with ICAEW's Brand Guidelines;

(c) prominently display or apply the Designation; and

(d) apply any legal notices as notified by ICAEW or as set out in ICAEW's Brand Guidelines;

3.1.3 that all references by the Sponsor to the Activity and in all Sponsor Materials are:

(a) in the correct context and in good taste; and

(b) of a high quality of presentation consistent with the standing of the Activity and the reputation and status of ICAEW;

3.1.4 to submit to ICAEW for its prior written approval, not to be unreasonably withheld or delayed, samples of all Sponsor Materials and any reports, advertising, promotional or other Material or any press release which associates the Sponsor with an Activity, a reasonable time before their promotion, distribution or production;

3.1.5 to ensure that all Sponsor Materials:

(a) comply in all respects with the samples approved by ICAEW in accordance with clause 3.1.4 and to immediately withdraw them at its sole cost from circulation at the written request of ICAEW if they do not; and

(b) are safe and fit for their intended use and comply with all relevant and applicable laws, regulations, directives and codes in force;

3.1.6 to provide to ICAEW, at the Sponsor's sole cost and expense, all suitable material including any applicable Sponsor’s Brand Guidelines and the Sponsor's Mark in the digital or other formats and within print deadlines reasonably specified by ICAEW for (where applicable) the Sponsor’s Mark to be reproduced under the control of ICAEW in ICAEW Materials for the fulfilment of the Sponsorship Rights;

3.1.7 to comply with any specific requirements or obligations in relation to any Event(s), where applicable, as set out in a Work Order;

3.1.8 not to apply for registration of any part of the Activity Marks or anything confusingly similar to the Activity Marks as a trade mark for any goods or services;

3.1.9 not to use the Activity Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement;

3.1.10 not to do or permit anything to be done which might adversely affect any of the Commercial Rights or their value or reputation;

3.1.11 not to interfere with any exercise by ICAEW of the Commercial Rights nor any exercise by any other sponsor or partner of any rights granted to them by ICAEW;

3.1.12 to provide all reasonable assistance to ICAEW in relation to ICAEW's exploitation of the Commercial Rights;

3.1.13 to use its best endeavours to assist ICAEW in protecting the Activity Marks and not to knowingly do, or cause or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the Activity Marks or ICAEW's title to the Activity Marks or ICAEW;

3.1.14 to notify ICAEW of any suspected infringement of the Activity Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by ICAEW;

3.1.15 to hold any additional goodwill generated by the Sponsor for the Activity Marks or the Event(s) as bare trustee for ICAEW and to assign the same to ICAEW at any time on request and in any event following termination of this Agreement; and

3.1.16 to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by ICAEW to protect the Activity Marks. This may include recording the terms of this Agreement or any understanding or obligation under this Agreement on any trade mark register or other register, or in any other way.

3.2 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights or allow anyone else to use them, nor engage in joint promotions with any third party in relation to the Activity or any Event, without ICAEW's prior written consent.

4. OBLIGATIONS OF ICAEW

4.1 ICAEW shall organise the Activity in accordance with the terms of this Agreement.

4.2 ICAEW in performing its obligations under this Agreement shall adhere to the Sponsor's Brand Guidelines, where these have been provided to ICAEW.

4.3 ICAEW confirms that, consistent with the Sponsorship Rights, it will ensure that the Sponsor's Mark will be present and incorporated into specified ICAEW Materials.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party warrants and undertakes to the other that:

5.1.1 it has full authority to enter into this Agreement and is not bound by any agreement with any third party that adversely affects this agreement; and

5.1.2 it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this agreement.

5.2 ICAEW represents to the Sponsor that:

5.2.1 it owns or controls the Activity and the Activity Marks and that the Sponsor's use of the Activity Marks and its exercise of the Sponsorship Rights in accordance with the provisions of this Agreement shall not infringe the rights of any third party;

5.2.2 all promotions and advertising for the Activity by ICAEW will not be offensive, obscene or derogatory in nature or defamatory of any third party;

5.2.3 it shall comply with all legislation and regulations and any conditions attached to any licences or consents issued in connection with the Event(s) (where applicable) and/or its management of the Activity including health and safety measures.

5.3 The Sponsor represents and warrants that:

5.3.1 it owns or is solely entitled to use and license the Sponsor's Mark and any other material supplied to ICAEW in relation to this Agreement;

5.3.2 ICAEW's use of the Sponsor's Mark in accordance with this Agreement will not infringe the rights of any third party;

5.3.3 it shall exercise all rights and licences granted in this Agreement in accordance with applicable; and

5.3.4 any materials relating to the Event(s) and/or incorporating the Activity Marks will be in compliance with all laws, regulations, by-laws, safety standards and ethical norms.

6. NO WARRANTY

Any information provided by ICAEW to the Sponsor in any presentation, media pack, advance notification, programme, agenda or mailing by ICAEW is indicative only and ICAEW gives no warranty or undertaking as to the accuracy of this information.

7. CONTRACT REPRESENTATIVES

ICAEW's Representative and the Sponsor's Representative (whose contact details are set out in the relevant Work Order) have full authority to take all necessary decisions regarding the Activity. The parties shall ensure these representatives (or their suitable replacements) meet at such time or times as may be agreed by ICAEW and the Sponsor.

8. SPONSORSHIP FEE

8.1 The Sponsorship Fee is a single amount for the association of the Sponsor with ICAEW in relation to the Activity and promotion contemplated by the Sponsorship Rights and, where there are a number of Event(s) or activities, is not attributable or referable to specific elements.

8.2 Unless otherwise stated in this Agreement, the Sponsorship Fee shall be exclusive of Value Added Tax, if applicable, now or in the future, which shall be paid in addition.

9. PAYMENT TERMS

 9.1 The Sponsor will be invoiced for the Sponsorship Fee in full on the date of signing the Work Order. Where the Work Order specifies that the Sponsorship Fee is payable in instalments ICAEW will invoice the Sponsor for the Sponsorship Fee in accordance with the payment schedule set out in the Work Order. The Sponsor agrees that any payment of the Sponsorship Fee in instalments is solely for the convenience of the parties and the full Sponsorship Fee shall at all times remain payable.

9.2 Unless otherwise specified in the relevant Work Order, the Sponsor shall pay (by bank transfer or cheque) to ICAEW the Sponsorship Fee no later than 30 days from the date of the invoice ("Due Date"). 

9.3 The Payment Terms of this clause 9 are subject to the completion of satisfactory credit checks of the Sponsor and ICAEW reserves the right to request immediate payment of the Sponsorship Fee by the Sponsor in the event that any such credit checks are unsatisfactory to ICAEW, in its sole and reasonable discretion. 

9.4 In the event of late payment of the Sponsorship Fee, or any other costs or expenses as may be due by the Sponsor to ICAEW during this Agreement, ICAEW reserves the right to charge interest on any late payment at a rate of 4% per annum (calculated daily) above the base rate of Barclays Bank from time to time from the relevant payment date until payment is received in full.

9.5 In the event that the Sponsorship Fee (or any outstanding balance of the Sponsorship Fee) has not been paid 2 Business Days’ prior to the commencement of the Activity, ICAEW reserves the right to withdraw its provision of the Sponsorship Services. The Sponsor shall be given no less than 2 Business Days’ notice of ICAEW’s intention to withdraw its provision of the Sponsorship Services in accordance with this clause 9.5.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 ICAEW and the Sponsor acknowledge as follows:

10.1.1 all Intellectual Property Rights in the Sponsor's Mark shall be the sole and exclusive property of the Sponsor, together with any goodwill, and ICAEW shall not acquire any rights in the Sponsor's Mark, including any developments or variations; 

10.1.2 all Intellectual Property Rights in the Activity Mark(s) shall be the sole and exclusive property of ICAEW and the Sponsor shall not acquire any rights in them, including any developments or variations;

10.1.3 all Intellectual Property Rights which exists in Materials produced for the Activity (but excluding the Sponsor's Mark and its branding), together with the Activity/event name and design, are the property of ICAEW and/or its content providers; and

10.1.4 any other Intellectual Property Rights which subsist in the Sponsor Materials remain the property of the Sponsor.

10.2 The Sponsor permits ICAEW during the period of the Activity, and afterwards on request, to make available any copies of any Sponsor Materials, which comprise of speaker biographies, presentations and hand-outs to delegates or attendees.

10.3 Save as permitted in writing by ICAEW, the Sponsor undertakes not to distribute or use any Sponsor Materials after the Activity if these incorporate any Intellectual Property Rights of ICAEW.

10.4 The Sponsor may not use the Materials relating to the Activity (including, for the avoidance of doubt, ICAEW Materials) other than as specifically and explicitly authorised in this Agreement. 

10.5 The Sponsor agrees promptly to notify ICAEW of any known infringement or unauthorised use of any of ICAEW’s Intellectual Property Rights and to promptly provide ICAEW with all information it may reasonably request in connection with the prosecution of any infringement action.

10.6 The Sponsor is responsible for obtaining all necessary or desirable consents, permissions and/or licences for any Materials it provides to ICAEW under this Agreement. In the event the Sponsor (or its writers or content providers) is the author of such Materials, the Sponsor confirms that each is an original work and does not infringe the rights of any third party.

11. PUBLICITY

Except as otherwise specified in this Agreement, all press releases, events, public relations or other promotional activity, publications or advertising of any nature in relation to this Agreement, shall be subject to ICAEW's Brand Guidelines or the Sponsor's Brand Guidelines (as appropriate) in the case of the Sponsor deciding to issue any such publicity materials, shall require ICAEW’s prior written approval, such approval not to be unreasonably withheld or delayed.

12. INDEMNITY

12.1 The Sponsor shall indemnify and keep indemnified ICAEW from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of:

12.1.1 any claim that ICAEW's use of the Sponsor's Mark or any Materials created or used by the Sponsor in accordance with this Agreement infringes any Intellectual Property Rights or moral rights of any third party; or

12.1.2 any breach of the Agreement, negligence, or breach of statutory duty, by the Sponsor or any person acting on its behalf.

12.2 ICAEW shall indemnify and keep indemnified the Sponsor from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that the Sponsors' use of the Activity Marks in accordance with this Agreement infringes any Intellectual Property Rights or moral rights of any third party.

12.3 Neither party shall be liable to the other under this Agreement for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result or breach or non-performance of this Agreement due to a Force Majeure Event.

12.4 Neither the Sponsor nor ICAEW shall in any circumstances be otherwise liable (in contract, tort (including negligence) or otherwise) for any incidental, indirect, special or consequential damages or any loss of profits of the other arising from any breach of or in connection with this Agreement.

12.5 ICAEW's maximum aggregate liability to the Sponsor under or in connection with this Agreement, whether liability arises in contract, tort or otherwise, shall in no circumstances exceed the lesser of £50,000 or the amount of the Sponsorship Fee received by ICAEW before the date of the act or omission.

13. INSURANCE

Without limiting its obligations and responsibilities under this Agreement the Sponsor will effect insurances for inter alia loss or damage, and public and third party liability, and will produce to ICAEW the policy or policies of insurance so effected or evidence of such policy or policies of insurance and the current premium renewal receipts relative to the policy or policies of insurance aforesaid if requested.

14. TERM AND TERMINATION

14.1 Subject to the termination provisions set out in this clause 14 and any additional rights of termination set out in the relevant Work Order, this Agreement shall continue for the Term.

14.2 Either party may immediately terminate this Agreement by giving written notice to the other party if that other party:

14.2.1 fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make payment;

14.2.2 remains in breach of a material obligation under this Agreement (other than failure to pay any amounts due under this Agreement) for more than 10 Business Days after the injured party has notified the party in breach in writing of the breach and requiring its remedy;

14.2.3 does anything which in the reasonable opinion of the other party could or does damage the reputation of that other party or otherwise brings that other party into disrepute; or
14.2.4 enters into liquidation or any composition with its creditors, or has a resolution passed to wind up (except for amalgamation or construction) or has a receiver, administrator or administrative receiver appointed over all or any part of its assets; or ceases permanently to trade or threatens to do so.

14.3 ICAEW may immediately terminate this Agreement by giving the Sponsor written notice if the Activity, in the opinion of ICAEW, is no longer practicable or financially viable for whatever reason.

15. CONSEQUENCES OF TERMINATION

15.1 Termination of this Agreement will not affect any rights or obligations of either party which have accrued as at that date.

15.2 Following termination of this Agreement for whatever reason:

15.2.1 the Sponsorship Rights granted by ICAEW to the Sponsor under this Agreement shall immediately terminate and revert to ICAEW, after which the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with ICAEW or the Activity;

15.2.2 each party shall promptly return to the other any property (including any and all of Sponsor Materials and materials incorporating the Activity Marks, to ICAEW) of the other within its possession or control; and

15.2.3 each party shall (save under clause 15.4 below) pay to the other any sums that are outstanding and to be accounted for under this Agreement.

15.3 In the event of termination by ICAEW in accordance with clause 14.2 (subject to any claims the Sponsor may have against ICAEW for breach or otherwise), the balance of the Sponsorship Fee not yet paid shall fall due and immediately payable (in full) and ICAEW will have no further obligation to the Sponsor.

15.4 In the event of termination by ICAEW in accordance with clause 14.3, the Sponsor is released from paying any further instalments of the Sponsorship Fee, if any, other than those instalments already due and owing.

16. FORCE MAJEURE

16.1 Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement and shall be excused from performance under this Agreement while and to the extent they are unable to perform due to any Force Majeure Event, provided that:

16.1.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

16.1.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

16.1.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

16.2 If the circumstance of a Force Majeure Event continues for a period of six months or longer, the party not affected by the Force Majeure Event shall have the right to terminate this Agreement upon written notice to the other. Excuse from performance does not extend the Term of this Agreement. This termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring before termination.

17. CONFIDENTIALITY

17.1 Subject to clause 17.2, both parties shall keep confidential and not at any time either during the Term or at any time thereafter use or disclose without the permission of the other party any Confidential Information either in whole or in part, or use it for any purposes other than those in accordance with its obligations under this Agreement.

17.2 The provisions of clause 17.1 do not apply to information already in the public domain, information which comes into the public domain other than as a result of a breach of this Agreement by the either party, information received from a third party who is free to disclose it, information which is independently developed by either party without breaching this Agreement, or information which either party is required to disclose pursuant to any statute, regulation or order of any court or regulatory authority.

18. DATA PROTECTION

18.1 ICAEW and the Sponsor undertake to comply with all relevant data protection laws (including, from its commencement, the EU General Data Protection Regulation) and to keep confidential and not to use, reproduce or keep without agreement any data relating to the other party or any member or customer of that other party which it may obtain or receive in connection with this Agreement, other than information publically disseminated and which it has collected independently. Subject to clause 12.4 and 12.5, each party agrees to indemnify the other party for any non-compliance with any applicable data protection legislation.

18.2 The Sponsor agrees to comply with ICAEW's Privacy Policy and make its best efforts to use any data received from ICAEW in a manner consistent with best industry practices and any directions of ICAEW.

18.3 The Sponsor acknowledges that it has no right to receive or collect any personal data of attendees to Events or those to whom invitations are sent. 

19. DISPUTE RESOLUTION

19.1 In the event of any dispute or difference which may arise between ICAEW and the Sponsor in connection with or arising out of this Agreement (a “Dispute”), it shall first be referred to the parties’ respective contract representative for possible resolution. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation without recourse to legal proceedings, unless it is necessary for that party to do so in order to protect or preserve any cause of action it may have against the other party, in which case the proceedings shall be served on the other party and stayed by consent until such time as the parties have completed the said procedures.

19.2 If the Dispute is not settled by negotiation in accordance with clause 19.1, within 30 Business Days after the date of the conclusion of the negotiation, either party may initiate proceedings in respect of the Dispute, subject to the other provisions of this Agreement.

19.3 Nothing in this Agreement shall prevent either party seeking interim relief in any court.

20. AMENDMENTS AND MODIFICATIONS

This Agreement may not be amended or modified except by agreement in writing duly signed on behalf of both ICAEW and the Sponsor (or their authorised Contract Representatives).

21. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing and shall be sent to the address of the recipient's contract representative as set out in the Commercial Terms or to such other address as the recipient may designate by notice to the other party in accordance with this clause. Any such notice shall be delivered personally, sent by first-class or by a signed-for service or by email (unless an out of office or mail undeliverable message is received).

22. GENERAL

22.1 This Agreement may be executed in counterparts both of which taken together shall constitute one and the same instrument and any one or more of the parties may enter into this Agreement by executing a counterpart.

22.2 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that in entering into this Agreement it does not rely on, and it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement or made prior to it being entered into.

22.3 This Agreement is personal to the parties and neither party shall be entitled to assign the benefit of this Agreement or any of its obligations hereunder to any other party.

22.4 No waiver by any party of any breaches by the other party shall be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement nor shall any delay or omission on the part of either party to exercise or avail itself of any right or power that it has or may have hereunder operate as a waiver of any breach or default.

22.5 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected and the parties shall immediately enter into good faith negotiations to amend such provision in such a way that as amended it is valid and legal and to the maximum extent possible carries out the original intent of the parties as to the point or points in question.

22.6 This Agreement shall not create or imply the existence of any partnership or agency between the parties to this Agreement nor any arrangement which would impose liability on one party for acts or omissions of the other.

22.7 ICAEW and the Sponsor agree to act in good faith towards one another in the performance of their obligations under this Agreement.

22.8 No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

22.9 On termination of this agreement the following clauses shall survive and continue in full force and effect: 1, 3.1.9 – 3.1.16, 5, 8, 9, 10, 12, 15, 17, 18, 19, 21, 22 and 23.

23. LAW

This Agreement shall be governed and construed in accordance with the laws of England and Wales and any dispute arising under it shall be submitted to the exclusive jurisdiction of the English Courts.

24. BRIBERY ACT

24.1 Each party warrants and undertakes to the other party that:

24.1.1 regardless of the jurisdiction in which it operates it will comply with the laws, regulations and codes relating to anti-bribery and anti-corruption in the UK including but not limited to the UK’s Bribery Act 2010 (”Anti-Bribery Law”);

24.1.2 it will procure that any person who performs or has performed services for or on its behalf (”Associated Person”) in connection with this Agreement complies with this Clause 24;

24.1.3 it will not enter into any agreement with any Associated Person in connection with this Agreement, unless such agreement contains undertakings on the same terms as contained in this Clause 24;

24.1.4 it has and will maintain in place effective accounting procedures and internal controls necessary to record all expenditure in connection with the Agreement;

24.1.5 from time to time, at the reasonable request of the other party, it will confirm in writing that it has complied with its undertakings under Clauses 24.1.1 – 24.1.4 and will provide any information reasonably requested by the other party in support of such compliance; and
24.1.6 it shall notify the other party as soon as practicable of any breach of any of the undertakings contained within this clause of which it becomes aware.

24.2 Breach of any of the undertakings in this clause shall be deemed to be a material breach of the Agreement.