1. Sponsorship Rights
1.1 These Activity T&Cs should be read in conjunction with your agreement with ICAEW and any respective Work Order or Marketing Confirmation which, together with any documents or other terms and conditions referenced therein, form the agreement between the parties relating to the Activity. “Sponsor” where referred to in these Activity T&Cs shall bear the same meaning as “Partner” or any other term which defines you as a Party in your agreement with ICAEW.
1.2 The parties agree that the Sponsor shall be entitled to exploit the ICAEW advertising channels from the Campaign Start Date until the Campaign End Date in accordance with the agreed Campaign Plan and subject at all times to the terms and conditions of this Agreement.
1.3 ICAEW reserves all rights in and to the Activity which are not expressly granted to the Sponsor under this Agreement.
2. Sponsor Obligations
2.1 The Sponsor shall promptly, upon request and no later than the relevant deadline duly provided by ICAEW, provide ICAEW with:
2.1.1 all Advertising Content; and
2.1.2 the Sponsor Materials.
2.2 Pursuant to clause 2.1 of these Activity T&Cs, the Sponsor shall be responsible for providing ICAEW, at its own cost, with all text and illustrations for the Advertising Content by the dates set out in the Campaign Plan. The Sponsor shall ensure that all such Advertising Content is supplied to ICAEW in the format specified in the Campaign Plan, and the Sponsor acknowledges that should it supply Advertising Content in a different format, the Sponsor will be responsible for any additional costs that ICAEW may incur in preparing the Advertising Content for publication.
2.3 The Sponsor shall promptly approve any proofs of Advertising Content provided by ICAEW which are materially in accordance with the Specification, and provide ICAEW with all reasonable cooperation in connection with the Activity.
2.4 The Sponsor acknowledges that time is of the essence in relation to the delivery of the Advertising Content and the Sponsor Materials and, if such content and materials are not received by ICAEW by the deadline date communicated to the Sponsor by ICAEW, ICAEW may withdraw the Sponsorship Services. In such circumstances, the Sponsor will not be entitled to replacement or alternative activity and no reimbursement of the Sponsorship Fee will be provided to the Sponsor.
2.5 The Sponsor agrees that in exercising the Sponsorship Rights it shall at all times comply and abide by all applicable laws, regulations and codes of conduct relevant to the Advertising and the Advertising Content.
2.6 All Intellectual Property Rights in the Advertising Content shall at all times remain the property of the Sponsor and the Sponsor hereby grants to ICAEW a non-exclusive, irrevocable, royalty-free, perpetual, worldwide licence in all languages and all media to use, reproduce and publish the Advertising Content, and/or any adaptations or extracts thereof, for the term of this Agreement.
2.7 To the extent that the Advertising Content contains any third party Intellectual Property Rights (other than ICAEW Materials), the Sponsor warrants that it has obtained from such third party the unrestricted, perpetual, worldwide permission for ICAEW and its licensees to use such Intellectual Property Rights in the Advertising Content for the purpose of this Activity. All such third party Intellectual Property Rights shall be identified and acknowledged by the Sponsor within the Advertising Content.
2.8 The Sponsor warrants, represents and undertakes to ICAEW that:
2.8.1 the Advertising Content will be the Sponsor’s original work and it has all necessary rights to grant the licences set out above;
2.8.2 the Advertising Content, nor any material which may be linked to the Advertising Content through the Advertising will contain any material which is defamatory, obscene, false or misleading;
2.8.3 the Advertising Content does not infringe the rights of any third party, including without limitation any Intellectual Property Rights;
2.8.4 ICAEW’s use of the Advertising Content in accordance with this Agreement will not violate any applicable law, regulation or code of practice.
2.9 The Sponsor agrees that it shall indemnify and hold ICAEW and any of its employees, officers or agents harmless from and against all and any claims, liabilities, expenses, losses, costs or damages incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third party rights or any applicable codes of conduct as a result of ICAEW’s use of the Advertising Content in the Advertising.
2.10 In the event that the Sponsor fails to pay any sums due to ICAEW under this Agreement and such sums remain outstanding for five days or more from the invoice payment date, ICAEW reserves the right to immediately:
2.10.1 suspend the Advertising;
2.10.3 withdraw the Advertising Content (or any part thereof) from ICAEW’s website;
2.10.3 remove the Advertising Content (or any part thereof) from the delegate conference packs, where applicable; and/or
2.10.4 suspend any of the Sponsorship Services until such overdue sums have been paid to ICAEW, and the Sponsor acknowledges and agrees that this shall not affect or prejudice ICAEW’s right to terminate this Agreement or any other rights or remedies available to us.
3. ICAEW Obligations
3.1 Subject to the Sponsor’s compliance with clause 2.2 of these Activity T&Cs, ICAEW will send (where requested by the Sponsor) proof copies of all email and print Advertising for approval prior to the release date [as specified in the Campaign Plan]. The Sponsor must request any changes to the proofs by the deadline communicated to it by ICAEW and any failure to respond by such deadline shall be deemed to be approval of such Advertising Content.
3.2 ICAEW shall use its reasonable efforts to release the Advertising Content in accordance with the Campaign Plan and Specification, and where applicable via its digital marketing channels.
3.3 ICAEW retains full editorial control over the Advertising, including without limitation, the content and positioning of the Advertising, which shall be at ICAEW’s sole and absolute discretion.
3.4 If, in ICAEW’s reasonable opinion, the Advertising Content does not comply with the warranties, representations and undertakings in these Activity T&Cs, or ICAEW considers that publishing or distribution of the Advertising Content will damage the reputation of ICAEW in any way, ICAEW reserves the right to:
3.4.1 reject the Advertising Content and request that the Sponsor submits revised Advertising Content by a specified deadline;
3.4.2 amend the Advertising Content (or part thereof) with the Sponsors agreement; and/or
3.4.3 withdraw any Advertising Content (or part thereof) from publication, and the foregoing shall not affect the Sponsor’s obligation to pay the Sponsorship Fee in full.
3.5 In the event that, by reason of any Force Majeure Event, the Activity or any part thereof is prevented from being performed at any time between the Campaign Start Date and the Campaign End Date, the Sponsor agrees that ICAEW’s obligations under this Agreement shall be suspended until the Force Majeure Event has ended and ICAEW shall not be liable to the Sponsor for any loss caused from such suspension.
4. Term and Termination
4.1 This Agreement shall remain in force until the Campaign End Date and unless terminated earlier in accordance with this clause 4 of the Activity T&Cs or clause 14 of the Sponsorship T&Cs (the date of expiry or termination being the “Expiry Date”).
4.2 In addition to the provisions of clause 14 of the Sponsorship T&Cs, the Sponsor will be entitled to terminate this Agreement by giving ICAEW written notice if:
4.2.1 ICAEW’s obligations under this Agreement are suspended for a period of 3 months as a result of a Force Majeure Event
4.3 In the event of termination by the Sponsor in accordance with clause 4.2 of these Activity T&Cs, ICAEW will (subject to any claims that the ICAEW may have against the Sponsor for breach or otherwise) refund any payment of the Sponsorship Fee which accounts for the Sponsorship Services during the suspended period, or will cease to invoice the Sponsor beyond the revised Campaign End Date and ICAEW will have no further obligation to the Sponsor and this Agreement will otherwise come to an end.
4.4 ICAEW reserves the right to cancel or postpone the Activity for any reason relating to the economics, profitability or visibility of the Activity (including without limitation, by reason of a Force Majeure Event).
4.5 If the Activity is cancelled by ICAEW it shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:
4.5.1 ICAEW shall not be in breach of this Agreement by virtue of that cancellation;
4.5.2 (without prejudice to their rights and liabilities arising before this cancellation) the parties shall, in respect of the period following ICAEW's notice, thereafter be relieved of their rights and obligations under this Agreement in respect of any of the Activity subject to the Force Majeure Event; but
4.5.3 ICAEW shall consider whether it is practical, economic, or reasonably possible to organise and promote an alternative Activity, to replace the scheduled Activity.
4.5,4 Where in accordance with 4.5.3 it has not been possible to reschedule the Activity ICAEW will refund to the Sponsor a proportion of the Sponsorship Fee which relates to the cancelled Activity