WILLIAM REED GROUP

SPONSORSHIP BOOKING

STANDARD TERMS AND CONDITIONS

April 2019

 These Terms set out the terms on which the Sponsor obtains from Reed Sponsorship Rights for an Event

 or a Publication or for other products or services of Reed (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:

 “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;

 "Event" means an award's ceremony, exhibition, conference or other event to be held by Reed in

 respect of which You are submitting a Booking Request;

 “Fee” means the total sum payable by You to Reed as specified in the Booking based on Reed's

 current sponsorship rates.

 "Publication" means a printed directory, guide, handbook, magazine or any other printed

 publication issued by Reed;

 “Reed” means the entity identified in the Booking, which will be one of William Reed Business Media

 Ltd registered in England no. 2883992 or William Reed Ltd registered in England no. 5580964 both

 at registered address Broadfield Park, Crawley RH11 9RT or William Reed Business Media Inc

 registered in the State of Delaware U.S.A. at registered address 150 North Wacker Drive, Suite 1425,

 Chicago, IL 60606 or William Reed Singapore Pte Ltd at registered address 600 North Bridge Road,

 #05-01 Parkview Square, Singapore 188778 (or their successors or assigns) as the case may be;

 "Sponsor", "You", "Your(s)" means the person, firm or company named in the Booking Request,

 including a company wishing to sponsor an Event or Publication ("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 Event, a

 Publication or other products or services of Reed, 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; 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 Confirmation

 and shall not include free registration or attendance at an Event or free advertisements in the

 Publication, unless otherwise stated in the Confirmation.

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-Booking-Standard-Terms-Conditions ("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 Event 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 Event or publication of 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 Event 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 Event 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 comply

 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;

 (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.

 3.6 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 Event. 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.

3.7 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 our privacy policy. For

 further information, please read our privacy notice, which can be found at https://www.william-

  reed.com/William-Reed-Group-Privacy-Notice.

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

 invoice.

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

 4.4 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. Cancellation

 5.1 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.

 5.2 If You wish to cancel a Booking You shall notify Reed in writing and you will be required to pay Reed

 the Fee in full for the cancelled Booking.

 5.3 Reed shall be under no obligation to reimburse all or part of such charges, even in the event that

 Reed resells the cancelled Sponsorship Rights after such cancellation by You.

6. Termination

 6.1 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 8.1 below

 for a continuous period of not less than twenty eight (28) days.

 6.2 Termination in accordance with clause 6.1 shall be treated as a cancellation by You and You will be

 required to pay the cancellation sum specified in clause 5.2.

 6.3 Following completion of an Event 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

 Event or as otherwise provided for by these Terms.

7. Indemnity

 7.1 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 Event 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.

7.2 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 Event, 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 Event 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.

7.3 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.

8. General

 8.1 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, 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.

 8.2 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.

 8.3 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.

 8.4 You may not assign or transfer any rights or obligations under these Terms to any third party without

 Reed's prior written consent.

 8.5 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.

 8.6 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.

 8.7 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.

 8.8 No term or provision in these Terms shall be varied or modified unless agreed in writing and signed

 by the parties.

 8.9 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.

 8.10 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.

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

 anti-corruption.

 8.12 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.