WILLIAM REED BUSINESS MEDIA LTD

RETAILS AWARDS SPONSORSHIP BOOKING

STANDARD TERMS AND CONDITIONS

MARCH 2021

These Terms set out the terms on which the Sponsor obtains from Reed Sponsorship Rights for Awards (all defined below).  Please read these Terms carefully as they contain important information.

1.   Definitions and Interpretation

1.1   In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings. Less frequently used terms are defined within the body of these Terms:

"Awards" means an award's ceremony or related event to be held by Reed in respect of which You are submitting a Booking Request;

Booking” means a booking for Sponsorship Rights made by You to Reed by submitting a Booking Request and confirmed by Reed by providing you with a Confirmation (as defined in clause 2.3);

Booking Request” means an application for Sponsorship Rights made by You to Reed in accordance with clause 2.2;

"Copy Deadline" means the date and time by which the Sponsorship Copy must be submitted to Reed as stated by Reed;

Fee” means the total sum payable by You to Reed as set out in the Booking and due to Reed on the date of the Confirmation (but payable by Sponsor to Reed in any instalments set out in the Booking) in consideration of the grant of the Sponsorship Rights;

“Intellectual Property Rights” means any and all patents, registered designs, design rights, copyright, database rights, trade marks, rights in business and trade names, service marks, trade secrets, all rights in Confidential Information and all other intellectual property rights or similar rights or having an equivalent effect to any of them which may subsist anywhere in the world of whatever nature, whether now known or created in the future, together with all goodwill attaching or relating thereto, whether or not any of them are registered and including application for registration of any of them (including any translations thereof) including: a) any renewals, revisions and extensions created or provided by the laws of any country; b) all rights of action and remedies (including an injunction, damages and/or an account of profits) in relation to past infringements; and c) the right to apply for registration of any such rights in any country of the world;

Live Awards Ceremony” means an awards ceremony taking place in the presence of guests on the date and at the venue described in the Booking;

"Marketing Pack" means the Marketing Pack detailed in the Order;

"Publication" means any publication in any medium, including print, digital and social media, issued by Reed;

Reed” means William Reed Business Media Ltd registered in England no. 2883992 whose registered address is Broadfield Park, Crawley RH11 9RT;

"Sponsor", "You", "Your(s)" means the person, firm or company named in the Booking Request, including a company wishing to sponsor an Awards ("Client") and agencies engaged by the Client to select and purchase Sponsorship Rights on its behalf ("Agency"), including their successors in title and assigns;

"Sponsorship Copy" means any advertising copy and other information, marketing, promotional and sponsorship materials supplied by You in any format intended for display or publication by Reed for the purpose of fulfilling the Sponsorship Rights, including all logos, slogans, designations as agreed between the parties and advertisements, leaflets, flyers, posters, supplements, inserts, and banners;

"Sponsorship Rights" means the bundle of sponsorship rights to be granted to You for an Awards as agreed between the parties and confirmed by Reed in the Confirmation;

Terms” means these terms and conditions;

"VAT" means value added tax chargeable under English law or such other applicable sales or other taxes;

Virtual Awards Ceremony” means an awards ceremony taking place without guests that replaces a Live Awards Ceremony and is streamed on the Website; and

Website” means a website owned or managed by Reed.

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)   a reference to any gender includes other genders and the singular includes the plural and vice versa;

(c)   references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

(d)   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   By making a Booking Request, You agree to be bound by these Terms to the exclusion of all other terms. If You do not agree to be bound by these Terms, then you should not submit a Booking Request.

2.2   Your Booking Request shall be made by You by telephone, letter, facsimile, e-mail, through the internet or in such other form as Reed may in its discretion accept.

2.3   Your Booking Request is an offer to Reed to obtain Sponsorship Rights and a binding contract between You and Reed will only be formed when written confirmation of acceptance is sent by Reed to You (whether or not it is received) using the contact details provided in the Booking Request ("Confirmation"). You should contact Reed if You have not received Confirmation within five (5) days of Your Booking Request. Reed reserves the right in its sole discretion to refuse to accept Your Booking Request. Your Booking Request and the Confirmation, shall together (also referred to as the Booking) constitute a binding contract between You and Reed which shall be subject to these Terms. Please note that in the case of a conflict, the Booking shall take precedence over Booking Request and these Terms.

2.4   The person submitting the Booking Request on Your behalf shall be deemed to have full authority to do so and You shall have no right to claim against Reed that such person or persons did not have such authority.

2.5   In no circumstance does the placing of any Booking Request convey the right to renew on similar terms.

2.6   Where You are an Agency, You represent, warrant and undertake that You have full authority to act on behalf of, and to bind, You and the Client and You and the Client will be jointly and severally liable for Your liabilities under these Terms.

2.7   You acknowledge that the Sponsorship Rights are limited to those rights set out in the Booking and shall not include free registration or attendance at an Awards or free advertisements in the Publication, unless otherwise stated in the Booking.

2.8   Any Sponsorship Copy being an advertisement intended for publication by Reed in any of its Publications or on any of its Websites or other products and services of Reed, shall be subject to Reed’s Advertising Booking Standard Terms and Conditions at https://www.william-reed.com/Advertising-Terms ("Advertising Terms"). In the event of any conflict between these Terms and the Advertising Terms these Terms shall prevail.

2.9   All rights not expressly granted to You under these Terms are reserved to Reed and Reed shall in its sole discretion be free to exploit all such rights, including commercial and sponsorship rights itself and/or with any third parties.

2.10   You shall not engage in joint promotions with any third party in relation to the Awards and/or the Sponsorship Rights granted under these Terms without Reed's prior written consent.

3.   Submission and Publication of Sponsorship Copy

3.1   You shall deliver the Sponsorship Copy to Reed for receipt by Reed by the Copy Deadline, in any format that conforms to Reed's requirements as notified to You by Reed. Reed may in exceptional cases and at its own discretion accept Sponsorship Copy after the Copy Deadline. Such acceptance shall not impose any obligation whatsoever on Reed to accept Sponsorship Copy after the Copy Deadline.

3.2   Reed shall be entitled to (or require You to) amend, edit, withdraw, take down or otherwise deal with any Sponsorship Copy at its absolute discretion and without giving prior notice. Should withdrawal or suspension be due to Your act or default or Your agents including the unsuitability of the Sponsorship Copy, then You shall pay for the Sponsorship Rights in full notwithstanding that not all of or any of the Sponsorship Rights have been exercised.

3.3   Except as otherwise specifically agreed in writing by Reed, the positioning and placement of Sponsorship Copy shall be treated as requests only and cannot be guaranteed.

3.4   Any Sponsorship Copy, including Your property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. are held by Reed at the owner's risk and should be insured by You against loss or damage from whatever cause. After the Awards or the publication or distribution of Reed's products or services (as applicable), You shall be responsible for collecting all such materials which You require from Reed's premises or the Awards premises (as applicable), failing which, Reed reserves the right to destroy all material that has been in its (or its printers) custody for one year. Reed may exercise its right under this clause without giving further notice to You.

3.5   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 Reed that: a) You are the sole author and legal and beneficial owner of the Sponsorship Copy; b) You have obtained all necessary rights, consents and licences required to use, amend edit, adapt, publish the Sponsorship Copy for the purpose of the Awards and to permit the use and display of the Sponsorship Copy by Reed for the purpose of these Terms and Reed shall be entitled to see evidence to this effect on request; c) the Sponsorship Copy is legal, truthful, honest and decent and otherwise complies with the relevant advertising and marketing standards, rules, regulations, codes of practice legislation and all other applicable laws; d) the use, reproduction, distribution or transmission of the Sponsorship Copy, including any exercise of the licence under clause 3.6 by Reed will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trade mark, trade secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity, piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law, securities law or regulation, or of any other right of any person or entity; 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, the Financial Promotion Order 2001 or any other legislation subordinate to the Act or such local equivalent in the relevant jurisdiction in which the Sponsorship Copy is displayed.

4.   Payment

4.1   The Fee shall be payable by You to Reed in full and in cleared funds into Reed's nominated bank account within thirty (30) days of the date of Reed's invoice.

4.2   Subject to Clauses 7.2 and 7.3, all Sponsorship Fee Payments paid to Reed under this Agreement shall become the sole property of Reed on payment to Reed and be deemed fully earned at the time of payment and shall not be refunded to Sponsor under any circumstances.

4.3   The Fee is stated exclusive of VAT, which will be due at the prescribed rate as at the date of the invoice.

4.4   In the event of late payment, Reed reserves the right to waive any agreed discounts.

4.5   Debt recovery costs and interest on overdue invoices shall accrue on any unpaid amounts from the date when payment becomes due to the maximum extent permitted by The Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 as amended, extended, consolidated or replaced from time to time or other similar laws that may be applicable.

5.   Intellectual Property

5.1   You hereby grant to Reed 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 contents, trade marks and brand features contained therein) in relation to the Awards. No other rights in the Sponsorship Copy are granted to Reed and no rights in the Sponsorship Copy shall be assigned to Reed under these Terms.

5.2   Reed hereby grants to You a non-exclusive, non-transferable licence to use the Reed trade marks set out in the Marketing Pack in accordance with the brand guidelines for the purposes of fulfilling all its rights and obligations under these Terms.

5.3   Each party undertakes a) not to do anything to prejudice or damage the other party’s goodwill in that party’s intellectual property or reputation; b) not to do anything which is likely to bring the other party’s intellectual property into disrepute; and c) not under any circumstances to apply for registration of any trade or service mark in respect of the other party’s intellectual property or any part or colourable imitations of the same;

5.4   Any additional goodwill generated by a party for another party’s trade mark will be that other party’s sole property.

5.5   For all representations of a party’s trade mark used by the other party in fulfilling its obligations hereunder, there will be appended in a manner approved by the party owning the trade mark such inscriptions as are usual or proper for indicating that the trade mark is unregistered or registered, as the case may be, and that they are used under licence.

6.   Data Protection

6.1   Each party shall do, or cause to be done at its own cost, all things necessary to comply with the Data Protection Act 2018 and all other applicable laws and regulations, relevant industry codes of practice and guidance issued by the Information Commissioner, supervisory authority or other bodies in relation to the processing of personal data,

6.2   You understand and acknowledge that to the extent the data submitted by You in connection with a Booking amounts to personal information, such personal information will be processed in accordance with the requirements of applicable data protection laws and Reed’s privacy policy. For further information, please read Reed’s privacy notice, which can be found at https://www.william-reed.com/William-Reed-Group-Privacy-Notice.

7.   Substitution and Cancellation

7.1   Reed reserves the right in its absolute discretion to substitute Virtual Awards for Live Awards for any reason. Reed shall notify Sponsor of the substitution as soon as reasonably practicable.

7.2   If Reed gives notice of the substitution of Virtual Awards in accordance with Clause 7.1 You may cancel the Booking by giving notice to Reed within the thirty days immediately following the date of such notice of substitution.

7.3   If You cancel a Booking in accordance with Clause 7.2 the Sponsorship Fee shall be reduced as follows: if termination is a) more than twelve (12) weeks before the Live Awards Ceremony date as described in the Booking (“Awards Date”), by seventy five per cent (75%); or b) between twelve (12) and six (6) weeks before the Awards Date, by fifty per cent (50%) or c) between six (12) and two (2) weeks before the Awards Date, by twenty five per cent (25%) of the Sponsorship Fee. In all other cases the whole of the Sponsorship Fee shall be payable.

7.4   Reed may (at its sole discretion) change the date, suspend or cancel a Booking at any time for any reason without incurring any liability to You other than, in the event of cancellation, the reimbursement of any Fee received by Reed in respect of Sponsorship Rights not received.

7.5   Subject to Clauses 7.2 and 7.3 Reed shall be under no obligation to reimburse all or part of the Sponsorship Fee to You, even in the event that Reed resells the cancelled Sponsorship Rights after such termination by You.

8.   Termination

8.1   Reed shall have the right to terminate any Booking and/or any agreement between Reed and You to which these Terms apply by notice to You if You: a) fail to make any payment due to Reed by the due date and such failure continues for fifteen (15) days after the due date; or b) are in breach of these Terms or You fail to comply with any material obligations or warranties under any agreement between the parties to which these Terms apply and in either case You do not remedy the same (if capable of being remedied) within thirty (30) days of receipt of notice in writing from Reed specifying the breach or failure and calling for the same to be remedied; or c) compound or make arrangements with Your creditors or become insolvent or if any order is made or resolution passed for Your 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 Your assets or of anything analogous to or having substantially similar effect of any such events shall occur under the laws of any applicable jurisdiction; or d) are unable to perform any of Your obligations in circumstances set out in clause 10.1 below for a continuous period of not less than twenty eight (28) days.

8.2   Termination in accordance with clause 8.1 shall be treated as a cancellation by You and You will be required to pay the Sponsorship Fee in full.

8.3   Following completion of an Awards and/or completion of the Sponsorship Rights and/or termination of any agreement between You and Reed to which these Terms apply, Sponsorship Rights granted by Reed to You shall immediately terminate and revert to Reed, after which You cannot exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with Reed or any Awards or as otherwise provided for by these Terms.

9.   Indemnity

9.1   You shall defend, indemnify and hold Reed harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by Reed as a result of, related to or arising in connection with (i) a breach of these Terms by You, and/or (ii) any acts or defaults of You, Your employees or agents in connection with the Awards and/or (iii) any claim brought against Reed that the Sponsorship Copy supplied by You infringes, violates, or trespasses or constitutes the unauthorized use or misappropriation of any intellectual property of any third party.

9.2   To the full extent permitted by law, Reed will not be liable for any loss or damage, whether direct or indirect, including consequential loss or any loss of profits or similar loss, in contract or tort or otherwise, relating to any loss, injury or damage to persons or property at any Awards, Your exercise of the Sponsorship Rights or any Sponsorship Copy submitted by You or any errors or omissions in the Sponsorship Copy or failure of any Awards to take place, any Publication to be published or any other of Reed's products or services to be distributed or any other failure which is beyond the control of Reed. Reed will not be liable for any errors or omissions in the published Sponsorship Copy nor its failure to appear in any specific position. In any event, if Reed is liable to the Client or Agent for any reason, Reed's total liability under these Terms or otherwise in relation to the Sponsorship Rights is limited to the amount of the Fee received by Reed as at the date of such act or omissions.

9.3   Nothing in these Terms shall exclude or restrict either party's liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.

10.   General

10.1   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 provided always that in any such event the duration of the agreement between the parties shall be extended over which such event continues.

10.2   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.

10.3   The terms of these Terms shall not be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999 (the “Act”)) under the provisions of the Act.

10.4   You may not assign or transfer any rights or obligations under these Terms to any third party without Reed's prior written consent.

10.5   Reed may assign, transfer or novate these Terms and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter.

10.6   Any notice or other information 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 first class prepaid airmail (if international) to the address above or to an address or e-mail address supplied, by Reed 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.

10.7   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.

10.8   No term or provision in these Terms shall be varied or modified unless agreed in writing and signed by the parties.

10.9   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.

10.10   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.

10.11   Each party shall comply with all applicable laws, codes and regulations relating to anti-bribery and anti-corruption.

10.12   These Terms and any agreement to which 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 (including, but not limited to any claim for injunctive or monetary relief) will be brought only in English Courts, and neither You nor Reed will object to the exercise of personal jurisdiction by such court.