Last updated 12 January 2018
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 have the right to:
1.1.1 exhibit at the Event, in the Exhibition Space on the Event Date; and
1.1.2 provide the Speaker to speak in accordance with the Speaker Brief and present the Speaker Content (as defined herein) at the Event, on the Event Date,
subject to the terms and conditions of this Agreement.
1.3 The Event Venue, Event Name, Event Date and speaker programme are indicative only and ICAEW reserves the right to alter them. Information supplied by ICAEW to the Sponsor in any advance notification, programme, agenda or mailing is indicative only and ICAEW gives no warranty or undertaking that the Event will comply with the same.
1.4 This Agreement shall remain in place between the parties notwithstanding such changes or alterations provided that the general nature of the Event is not, in ICAEW’s view, substantially different to that as planned.
1.5 The Event and the Event Date are (subject to the other provisions of this Agreement) fixed and the Sponsor accepts that they have no right to seek or require a postponement of the Event nor reallocate the Sponsorship Fee or their booking to another event or activity.
1.6 The delegate lists and/or ICAEW member data are made available for the convenience of other delegates solely for use during the Event and, for the avoidance of doubt, not for any marketing purpose. The Sponsor undertakes to keep confidential and shall not directly or indirectly copy, store, scan, replicate or reproduce any delegate lists and/or ICAEW member data, nor use such list(s) to mail delegates and/or ICAEW members.
1.7 Only where the Participant and/or any member of ICAEW has expressly consented to receiving further communications from the Sponsor will the Sponsor be permitted to contact them directly for marketing purposes. In such circumstances, ICAEW will use its reasonable efforts to share the relevant contact details to the Sponsor within 36 hours of the close of the Event.
1.8 ICAEW retains full control of the Event and all promotional and marketing material.
1.9 ICAEW has the exclusive right to use any information compiled for or from the Event for other purposes without specific mention of the Sponsor.
1.10 ICAEW reserves all remaining rights in and to the Event in relation to speaking opportunities and exhibition areas and stands and in particular reserves the right to have its own exhibition area and the right to sell other sponsorship and stands at or for the Event to other businesses.
2.1 The Sponsor shall follow the instructions of the ICAEW Representatives in relation to the positioning of the stand. The Sponsor undertakes to move its stand in the event that, in the opinion of the ICAEW Representatives, the stand breaches health and safety requirements, impedes access or means of escape in case of fire, or could cause damage or personal injury to any person or blocks light, detracts from the Event, or is otherwise unacceptable to ICAEW or the owner or manager of the Venue.
2.2 The Sponsor agrees and acknowledges that the size of the stand must not exceed the agreed dimensions without the prior written consent of ICAEW.
2.3 The Exhibition Space shall be occupied by the Sponsor alone and not shared with or sub-let to any third party.
2.4 The Sponsor may be offered additional services in relation to the construction of the stand by the Venue or third party providers. The Sponsor acknowledges and agrees that it will be required to enter into separate agreements with the relevant third party for the provision of such services.
3.1 The Sponsor agrees to procure the Speaker to present the Speaker Content and the Sponsor shall confirm the name of the Speaker by a deadline as advised by ICAEW.
3.2 The Sponsor shall provide to ICAEW a summary of the topic, programme and marketing content in connection with the Speaker Brief for approval, by a deadline as advised by ICAEW.
3.3 The Sponsor shall prepare any necessary slides or presentation materials (including, as applicable, any handouts) in connection with the Speaker Brief (the “Speaker Content”) and submit such Speaker Content to ICAEW for approval no less than 2 weeks’ prior to the Event Date.
3.4 The Sponsor agrees and acknowledges that ICAEW’s approval of the Speaker and the Speaker Content shall be in its sole and absolute discretion and any subsequent changes to either the Speaker or the Speaker Content must be approved by ICAEW in writing. In the event that ICAEW requires the Sponsor and/or the Speaker to make any changes to the Speaker Content, the Sponsor agrees, and shall procure that the Speaker agrees, to make such changes promptly and resubmit the Speaker Content to ICAEW for final approval.
3.5 The Sponsor shall promptly, upon request and no later than the relevant deadline duly provided by ICAEW, provide ICAEW with:
3.5.1 a company synopsis of the Sponsor (being a maximum of 50 words) no later than 14 days before the Event Date;
3.5.2 a biography for the Speaker (being a maximum of 250 words) by a deadline as advised by ICAEW;
3.5.4 the Sponsor Materials set out in the relevant Work Order, no later than 14 days before the Event Date.
3.6 The Sponsor acknowledges that time is of the essence in relation to the delivery of the Sponsor Materials and if such Sponsor Materials are not received by ICAEW by the deadline date communicated to the Sponsor by ICAEW, ICAEW may withdraw the Sponsor from the Activity. 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.
3.7 All Intellectual Property Rights in the Speaker Content shall at all times remain the property of the Sponsor and the Sponsor hereby grants to ICAEW a non-exclusive, irrevocable, royalty-free worldwide licence in all languages and all media to use, reproduced and publish the Speaker Content, and/or any adaptations or extracts thereof.
3.8 The Sponsor hereby warrants, and shall procure that the Speaker warrants, that the Speaker Content is an original work and does not infringe the rights of any third party, including without limitation any Intellectual Property Rights.
3.9 To the extent that the Speaker 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 Speaker Content, for the purpose of the Activity, and in accordance with the licence granted in clause 3.7 of these Activity T&Cs. All such third party Intellectual Property Rights shall be identified and acknowledged by the Sponsor and/or the Speaker in the Speaker Content.
3.10 The Sponsor undertakes that, throughout the Event opening hours, the Exhibition Space shall be complete, properly manned and fully set-up. It is agreed that the Sponsor may not begin dismantling the Exhibition Space until advised by an ICAEW Representative.
3.11 The Sponsor acknowledges that it has no exclusive right to any particular position at the Venue (unless agreed in advance and in writing by ICAEW as part of the Work Order) and that the contract entered into is limited to ICAEW making available, in its absolute discretion, space for the erection of an exhibition stand of the specified size adjacent to the relevant conference, lobby area or other designated exhibition area.
3.12 The Sponsor must have erected their stand and be ready no later than one hour before the delegate registration for the Event opens. The earliest get-in time is as specified in the Sponsor’s pack (which shall be sent to the Sponsor by ICAEW Representative prior to the Event).
3.13 All materials used for decorating or covering stands or displays must be of non-flammable material. The Sponsor must comply with all instructions given by the relevant authorities to avoid the risk of fire or any other risk, including the Health & Safety at Work Act 1974 and any regulations made thereunder.
3.14 The Sponsor is responsible for arranging its own couriers to deliver and collect its own equipment to and from the Event. The Venue is unable to store any items.
3.15 The Sponsor shall ensure that all electrical installations on the Exhibition Space and all exhibits comply with any applicable laws, regulations, policies or requirements of the Venue, to which the Event may be subject.
3.16 The Sponsor agrees and acknowledges that much of the value of the Sponsorship Rights provided herein derives from pre-publicity, advance mailings, editorial coverage, advertising and other reference by ICAEW to members and the business community and/or that the Sponsor is associated with an Event and/or with ICAEW for the sponsorship. Accordingly, the Sponsor acknowledges that where a speaker or attendees withdraw, this shall not entitle the Sponsor to a full refund by ICAEW or permit the Sponsor to withhold any payment of the Sponsorship Fee which is due and owing.
3.17 Upon ICAEW’s request, the Sponsor agrees to procure all necessary permissions, consents and release forms (including a waiver of any moral or performers’ rights) from the Speaker to ensure that ICAEW may record and/or publish the Speaker Content in accordance with the terms of this Agreement.
4.1 ICAEW shall:
4.1.1 provide cooperation with the Sponsor in developing the Speaker Content;
4.1.2 provide the Venue for the Activity;
4.1.3 include the Sponsors’ name and logo (as applicable) on the ICAEW web page dedicated to promote the Event;
4.1.4 use its reasonable endeavours to provide the Sponsor with anonymised details of delegates registered for the Event, as requested by the Sponsor and/or Speaker in relation to the preparation of the Speaker Content; and
5.1.3 make available to the Sponsor details of the expected final timings of the Event, no later than four weeks prior to the Event Date.
4.2 ICAEW shall use its reasonable endeavours to hold and promote the Event as scheduled, and deliver each and all of the Sponsorship Rights to the Sponsor. If for any reason it is not possible to deliver all the Sponsorship Rights as set out in this Agreement then ICAEW will use its reasonable endeavours to provide substantially similar Sponsorship Rights or other event(s) to the Sponsor.
4.3 ICAEW shall use its reasonable efforts to promote and advertise an Event so that it is reasonably received and well attended.
4.4 ICAEW shall use its best efforts to ensure that relevant Sponsor signage and advertising (if agreed to be delivered as part of Sponsorship Rights) is properly in place and operational and not concealed or obscured from view (if applicable).
4.5 In the event that, by reason of any Force Majeure Event, the Event or any part thereof is prevented from being held in the Venue or on the Event Date ICAEW shall be entitled in its absolute discretion to cancel, relocate or change the date of all or any part of the Event or reduce the period of preparation, display or dismantling of the Event.
4.6 ICAEW will submit proof copies on all publications and materials connected to the Event which includes the Sponsor’s Mark, to the Sponsor for immediate written approval. If the Sponsor does not notify ICAEW of any objection within 48 hours of ICAEW’s submission of the proofs, ICAEW may deem such materials to be approved.
4.7 ICAEW shall use its reasonable endeavours to provide the Sponsor with:
4.7.1 a report of the Event summarising the Sponsor’s participation in the Event; and
4.7.2 any feedback received from anonymous delegates in relation to the Speaker and the Speaker Content,
as requested by the Sponsor following the Event Date and subject always to ICAEW’s compliance with Data Protection Legislation.
5.1 ICAEW accepts no responsibility for any change to the contents, programme, running time or order of the Event for any Force Majeure Event, including without limitation, the death, physical or mental sickness or other disability or unavailability of (or cancellation by) a Participant, Sponsor or other person (whether or not in breach of contract with ICAEW).
5.2 The Sponsor acknowledges that it will be solely responsible in respect of any loss, theft or damage to its exhibition stand, personal or business effects, money and valuables and its other materials.
6.1 This Agreement shall remain in force until completion of the Event and will terminate after the Event Date (or any alternatively rescheduled Event Date) unless terminated earlier in accordance with this clause 6 (the date of expiry or termination being the “Expiry Date”).
6.2 In addition to the provisions of clause 14 of the ICAEW Sponsorship Terms and Conditions;
6.2.1 the Sponsor will be entitled to immediately terminate this Agreement by giving ICAEW written notice in writing if:
(a) ICAEW announces that the Activity, or any part thereof, is cancelled and will not be rescheduled; or
(b) the Activity, or any part thereof, is postponed to a date later than six months after the Event Date, or
6.2.2 ICAEW may terminate this Agreement on giving the Sponsor notice in writing if:-
(a) In accordance with Clause 6.5 ICAEW cancels the Activity (b) a competing event is announced to be held within 3 months of the Event Date; or
(c) the Sponsor fails to pay the Sponsorship Fee in full by 48 hours prior to the Event Date.
6.3 In the event of termination by the Sponsor or by ICAEW (other than under clause 6.2.2(c) above) in accordance with this clause 6 of the Activity T&Cs, ICAEW will (subject to consideration of Clause 3.16 and/or to any claims that the ICAEW may have against the Sponsor for breach or otherwise) refund any payment of the Sponsorship Fee which has been made by the Sponsor and ICAEW will have no further obligation to the Sponsor and this Agreement will otherwise come to an end.
6.4 If the Event is cancelled for any reason (including, without limitation, by reason of a Force Majeure Event) ICAEW shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:
6.4.1 ICAEW shall not be in breach of this agreement by virtue of that cancellation;
6.4.2 (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
6.4.3 ICAEW shall consider whether it is practical, economic, or reasonably possible to organise and promote an alternative event, during the Term, to replace the scheduled Activity.
6.4.4 Where in accordance with 6.4.3 it has not been possible to reschedule the Event ICAEW will refund to the Sponsor a proportion of the Sponsorship Fee which relates to the cancelled Event.
6.5 ICAEW reserves the right to cancel or postpone any Event where take-up is insufficiently high, speaker(s) cancel, other sponsor(s) withdraws and/or for any reason relating to the economics, profitability, or visibility of any intended Event.