Last updated 20 March 2018
1.1 The parties agree that ICAEW shall have the right to record the Podcast/Webinar in association with the Sponsor, at the Venue, on the Recording Date, subject to the terms and conditions of this Agreement.
1.2 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.
1.3 The Venue, Title, Recording Date and Broadcast Date are indicative only and ICAEW reserves the right to alter these in its sole discretion. Information supplied by ICAEW to the Sponsor in any advance notification, communication or agenda is indicative only and ICAEW gives no warranty or undertaking that the Activity will comply with the same. This Agreement shall remain in place between the parties notwithstanding such changes or alterations provided that the general nature of the Activity is not, in ICAEW’s view, substantially different to that as planned.
1.4 ICAEW retains full control of the Activity and all promotional and marketing material in connection with the Activity. Notwithstanding the foregoing, the Sponsor shall actively promote the Activity through its marketing and social media channels, provided that all such activity is approved by ICAEW in advance.
1.5 ICAEW has the exclusive right to use any information compiled for or from the Activity for other purposes without specific mention of the Sponsor.
1.6 ICAEW reserves all rights in and to the Activity which are not expressly granted to the Sponsor under this Agreement.
1.7 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
2.1 The Sponsor agrees to procure a senior representative from the Sponsor’s organisation to present the Recording and the Sponsor shall provide the name and professional details of the representative to ICAEW no less than 12 weeks prior to the Recording Date for ICAEW’s prior approval. ICAEW’s approval shall be final.
2.2 The Sponsor shall promptly, upon request and no later than the relevant deadline duly provided by ICAEW, provide ICAEW with:
2.2.1 a company synopsis of the Sponsor (being a maximum of 50 words) no later than 12 weeks before the Recording Date;
2.2.2 a presenter biography and photo (being a maximum of 50 words) no later than 12 weeks before the Recording Date;
2.2.4 the Sponsor Materials set out in the relevant Work Order, no later than 14 days before the Recording Date; and
2.2.5 a summary of the topic and programme for the Recording in connection with the Recording Brief, and the marketing content in relation to the Activity, for ICAEW’s approval, no later than no later than 12 weeks before the Recording Date.
2.3 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.
2.4 The Sponsor shall prepare any necessary slides or presentation materials in connection with the Recording Brief (the “Recording Content”) and shall procure that all Recording Content is submitted to ICAEW for approval no less than 14 days prior to the Recording Date.
2.5 ICAEW will be the owner of the copyright in the recording of the Webinar/Podcast.
2.6 ICAEW will retain all intellectual property rights in any ICAEW Materials used by the Sponsor in the delivery of the Recording.
2.7 All Intellectual Property Rights in the Recording 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 Recording and the Recording Content, and/or any adaptations or extracts thereof, for the Publication Period.
2.8 By contributing to the Recording, the Sponsor warrants, and shall procure that the presenter of the Recording warrants, to ICAEW that the Recording Content will be his/her original work and that it does not infringe the rights of any third party, including without limitation any Intellectual Property Rights.
2.9 To the extent that the Recording 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 Recording Content, for the purpose of the Recording and the Activity, and in accordance with the licence granted in clause 2.5 of these Activity T&Cs. All such third party Intellectual Property Rights shall be identified and acknowledged by the Sponsor within the Recording.
2.10 The Sponsor agrees and acknowledges that ICAEW’s approval of the Recording Content shall be in its sole and absolute discretion and any subsequent changes to either the Speaker or the Recording Content must be approved by ICAEW in writing. In the event that ICAEW requires the Sponsor to make any changes to the Recording Content, the Sponsor agrees to make such changes promptly and resubmit the Recording Content to ICAEW for final approval.
2.11 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 the Activity and/or with ICAEW for the sponsorship. Accordingly, the Sponsor acknowledges that where the Activity is cancelled or any registrants to the Activity withdraw prior to the Broadcast Date, 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.
2.12 The Sponsor shall procure all necessary permissions, consents and release forms (including a waiver of any moral or performers’ rights) from the presenter of the Recording to ensure that ICAEW may broadcast and/or publish the Recording in accordance with the terms of this Agreement.
2.13 The Sponsor agrees to attend a run-through of the Recording prior to the Recording Date, organised by ICAEW at a time and venue to be mutually agreed between the parties.
3.1 ICAEW shall:
3.1.1 use best endeavours to cooperate with the Sponsor in developing the topic and programme of the Recording, notwithstanding that ICAEW shall have final approval over the Recording and the Recording Content;
3.1.2 provide the Venue for the Activity;
3.1.3 use its best efforts to provide a chair or moderator for the Activity, as required;
3.1.4 edit the Recording, if any such editing is required in ICAEW’s sole and absolute discretion;
3.1.5 provide software and any technical support relating to the publication of the Recording on the ICAEW website;
3.1.6 use its reasonable endeavours to promote the Activity to ICAEW members through a series of marketing channels, including but not limited to:
(a) a dedicated marketing email to a pre-defined segmented audience as advised by ICAEW and defined by ICAEW’s member communications preference centre;
(b) a dedicated webpage on ICAEW.com to promote the Activity; and
(c) other email communications to cross promote the Activity to relevant ICAEW members,
3.1.7 use its best endeavours to include the Sponsors’ name and logo on:
(a) the ICAEW web page dedicated to promote the Activity;
(b) the ICAEW emails dedicated to promote the Activity;
(c) the Activity console page;
(d) the co-branded registration webpage for the Activity,
subject always to the Sponsor’s compliance with clause 2.2 of these Activity T&Cs;
3.1.8 use its reasonable endeavours to update the Sponsor at regular intervals prior to the Recording Date with anonymised details of registrants for the Recording, as requested by the Sponsor in relation to the preparation of the Recording Content; and
3.2 ICAEW shall use its reasonable endeavours to hold and promote the Activity 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.
3.3 In the event that, by reason of any Force Majeure Event, the Activity or any part thereof is prevented from being held in the Venue or on the Recording Date ICAEW shall be entitled in its absolute discretion to cancel or change the Recording Date or Broadcast Date, or relocate the Venue.
3.4 ICAEW will submit proof copies on all marketing materials connected to the Activity 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 digital proofs, ICAEW may deem such materials to be approved.
3.5 ICAEW shall use its reasonable endeavours to provide the Sponsor with:
3.5.1 a report summarising the anonymised audience data in the Activity; and
3.5.2 any feedback received from anonymous registrants in relation to the Activity and/or the Recording Content, as requested by the Sponsor following the Broadcast Date, and subject always to ICAEW’s compliance with Data Protection Legislation.
3.6 Upon the Sponsor’s request, ICAEW shall provide the Sponsor with an MP3 file of the Recording, which the Sponsor may use for its own non-commercial purposes.
4.1 The Sponsor agrees that any data relating to registrants of the Activity and/or any ICAEW members that it receives pursuant to this Agreement must be kept confidential and the Sponsor agrees that it shall not use, extract, copy, store, scan, replicate or reproduce such data, other than in the performance of its obligations under this Agreement. The Sponsor agrees that it shall not use such list(s) to communicate or market to registrants and/or ICAEW members where the individual has not consented to receiving such communications from the Sponsor.
4.2 Only where a registrant of the Activity and/or any member of ICAEW has expressly consented to receiving further communications from the Sponsor will ICAEW use its reasonable efforts to share the relevant consenting registrant or member contact details to the Sponsor and the Sponsor be permitted to contact the Participant directly for marketing purposes.
4.3 Upon the Sponsor’s request, ICAEW shall provide the Sponsor with reasonable cooperation to market the Activity to a specific target audience, to be mutually agreed between the parties and subject always to each party’s compliance with Data Protection Legislation.
4.4 In the event that the Sponsor is able to view or receive any personal details relating to individuals who attend or participate in the Recording, such data shall be Personal Data within the meaning of Data Protection Legislation and the Sponsor agrees that it shall comply with its obligations as a Data Processor, as set out in the Work Order.
5.1 ICAEW accepts no responsibility for any change to the contents, programme, running time or order of the Activity for any Force Majeure Event, including without limitation, the death, physical or mental sickness or other disability or unavailability of (or cancellation by) any registrants of the Activity, the Sponsor or presenter nominated by the Sponsor, or any other person (whether or not in breach of contract with ICAEW).
6.1 This Agreement shall remain in force until expiry of the Publication Period and 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 Sponsorship T&Cs;
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 Recording is postponed to a date later than 3 months after the Recording Date, or
6.2.2 ICAEW may terminate this Agreement on giving the Sponsor notice in writing if:-
(a) In accordance with 6.5 ICAEW cancels the Activity;
(b) a competing event is announced to be held within 3 months of the Recording Date; or
(c) the Sponsor fails to pay the Sponsorship Fee in full by 48 hours prior to the Recording 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 Work Order, ICAEW will (subject to Clause 2.11 and/or 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 Activity 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.
6.5 ICAEW reserves the right to cancel or postpone any Activity 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 Activity.