Terms & Conditions - Sponsors
SPONSOR TERMS AND CONDITIONS (including Data Terms and Conditions)
1. DEFINITIONS
In these Terms and Conditions the following words and phrases shall have the following meaning:
“Agreement” means the Order signed by you and these Terms and Conditions.
“Client, “you” or “your” means the person(s), firm or company who signs the Order and to whom our services are being provided.
“Company”, “we”, “us” or “our” means Civica International Ltd.
“Force Majeure Event” means any event beyond our reasonable control including, but not limited to, war (declared or undeclared), civil unrest, terrorism, natural disasters, storms, floods, lightning, explosions, fires, destruction of plant or machinery, strikes, labour disputes, epidemic, pandemic, quarantine restrictions, acts of governmental authority, or any other cause beyond our reasonable control.
“Event” means a conference, exhibition, convention, congress, summit, seminar, webinar, web-conference, meeting, round table workshop, award dinner, public training, virtual event, private or bespoke training or other event.
“On-site Order” means an Order signed or otherwise submitted by you at an Event relating to the repeat of that Event to take place at a particular point in future, usually annually.
“Operations Technical Manual” means the document which sets out the exact services supplied by us to you when an exhibition or sponsorship package is agreed between us and you (and which may include stand, space and/or speaker exposure at the Event, marketing and PR support pre-Event, email invitation templates, social media activity, branded deliverables for use at the Event, logos, banners, and logo on show advertisements (digital, print, online where applicable)).
“Order” means the form which sets out the services that we are to provide to you during and in relation to the Event.
2. ORDER
2.1 The Agreement between us and you shall commence upon receipt of a signed, dated Order by fax, e-mail, post or otherwise. An exact description of the services to be supplied to you by us can be found in the Operations Technical Manual.
2.2 Where an Event takes place at a specific venue with delegates attending in person, we may allocate specific sites within the Event floor plan to you. We reserve the right to change any such allocation at any time prior to or during the Event and will advise you of such change in writing.
2.3 We reserve the right to change the agenda, timings and format for an Event at any time, regardless of the media through which the Event is available. Any priority or preferences of exposure or access for you relating to a planned on-site Event will be reflected after any such change, to the extent reasonably practicable, by us in the operation of that Event through any other media (including without limitation web-based media).
2.4 Your profile, which will appear in the official Event guide (agreed characters with contact details and URL), must be forwarded promptly to us. Profiles received any later than 1 month prior to the Event may not be listed in the official Event guide. We reserve the right to edit profiles over the maximum characters agreed.
2.5 Each person attending an Event on behalf of you, in any way and by any media, must also comply with our terms and conditions for delegates. These are available upon request.
2.6 The Client grants the Company a non-exclusive, royalty-free licence to use the Client’s name, logo and branding solely for the purposes of promoting and delivering the Event. The Client shall not use the Company’s name, logo or branding without prior written consent.
2.7 The Client shall comply with all applicable laws, regulations and venue rules in connection with its participation in the Event and shall not engage in any conduct which may bring the Event or the Company into disrepute.
3. PRICE, PAYMENT, CANCELLATION AND TRANSFERS
3.1 You shall pay 100% of the agreed price within 7 days of the date of invoice or no later than 30 days prior to the date of the relevant Event or activity, whichever occurs first. All payments shall be made in full without set-off, counterclaim or deduction.
3.2 Unless otherwise stated, all prices are exclusive of value added tax (“VAT”) and any other applicable taxes. Where applicable, VAT shall be charged at the rate in force at the relevant tax point in accordance with applicable law.
3.3 If you are late in paying any part of any monies due to us under this Agreement, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly.
3.4 In the event of non-payment of any sum due under this Agreement or any other material breach by the Client, we reserve the right (without prejudice to any other rights or remedies available to us) to suspend performance, withdraw access to the Event, cancel the Client’s participation, and/or re-sell any allocated sponsorship or exhibition space. The Client shall remain liable for all sums due under this Agreement.
3.5 The Client has no right to cancel this Agreement once the Order has been signed. In the event that the Client withdraws from the Event for any reason, the full fees shall remain payable and no refund shall be due. We reserve the right to re-sell any sponsorship, exhibition space or services without releasing the Client from its payment obligations under this Agreement.
4. INSURANCE AND INDEMNITY
4.1 Sponsor's Insurance:
The Sponsor shall, at its own expense, obtain and maintain in full force and effect during the term of this Agreement, the following insurance:
Public Liability Insurance to cover claims for bodily injury or property damage arising out of the Sponsor's activities at the Event.
Employer's Liability Insurance as required by applicable law, if the Sponsor has employees working at the Event.
Product Liability Insurance, if the Sponsor is providing products at the Event, to cover claims for bodily injury or property damage arising out of such products.
The Sponsor shall provide the Organiser with certificates of insurance evidencing the required coverage prior to the Event.
4.2 Indemnity:
4.2.1 The Sponsor shall indemnify, defend, and hold harmless the Organiser, its officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising directly out of:
(a) The Sponsor's negligence or wilful misconduct in connection with its activities at the Event.
(b) The Sponsor's material breach of its obligations under this Agreement.
(c) Any claims for bodily injury or property damage directly caused by the Sponsor's products or services at the Event.
4.2.2 The Organiser shall indemnify, defend, and hold harmless the Sponsor, its officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising directly out of:
(a) The Organiser's negligence or wilful misconduct in connection with the Event.
(b) The Organiser's material breach of its obligations under this Agreement.
4.3 Limitations:
4.3.1 Neither party shall be liable to the other for any indirect or consequential losses, including but not limited to loss of profits, loss of business, or loss of reputation, arising out of or in connection with this Agreement, except in cases of fraud or wilful misconduct.
4.3.2 Each party’s total liability to the other under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, including any claim arising under an indemnity, shall be limited to the total fees paid or payable under this Agreement, except in respect of liability which cannot lawfully be limited.
4.3.3 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
4.4 Mitigation:
Both parties shall take reasonable steps to mitigate any losses or damages incurred as a result of any claim or event covered by this clause.
5. DAMAGE
5.1 You will be responsible for any damage to the property of us or the Event venue caused by you or any of your employees or appointed agents.
6. PERSONAL PROPERTY
6.1 Subject to any liability that cannot be limited or excluded at law, we do not accept responsibility for any loss of, or damage to, or destruction of vehicles, or other property howsoever caused. You should insure high value items yourselves. Our insurance will not cover your equipment in the event of loss or damage.
7. CANCELLATION OR POSTPONEMENT OF EVENT
7.1 We:
7.1.1 reserve the right to cancel the Event at any time. In such circumstances, we will refund any sum paid by you to us. Our liability shall be limited to the amount paid and we shall not be liable for any further loss, subject to any liability which cannot lawfully be excluded;
7.1.2 shall be entitled once in any 12-month period to postpone the Event for a reasonable period of time (but not exceeding 12 months). We shall notify you of any such postponement. In the event of a postponed Event under these Terms and Conditions you shall not be due a refund in respect of this Agreement. If we shall so postpone the Event we shall use our reasonable efforts to limit the delay to as short a period as is practicable, and may change the venue or media of the Event in accordance with clause 7.1.3 below in order to hold the Event within such 12-month period. If the Event is postponed for more than a 12-month period, then a full refund will be due;
7.1.3 change at any time the media through or on which, or the venue at which, the Event will be available for attendance, whether in person or by any remote or digital media, including without limitation webinar, video-conference, teleconference or web or virtual-based delivery. We will not issue any refund to you in the event of any such change.
8. GENERAL
8.1 We may terminate this Agreement, or postpone or delay our performance of this Agreement, at any time if we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event. Subject to any liability that cannot be limited or excluded at law, we shall not have any liability if we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, or in the event of any such termination under this clause 8.1. In the event of termination under this clause, our liability shall be limited to the refund provisions set out in Clause 7.
8.2 These Terms and Conditions shall apply at all times to all Orders.
8.3 The Terms and Conditions in force at the date of the Order will apply throughout the term of the Agreement unless agreed between the parties in writing.
8.4 This Agreement constitutes the entire agreement between us and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
8.5 Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.
8.6 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of that right or remedy or the exercise of any other rights or remedies.
8.7 Each of the provisions contained in this Agreement shall be construed as independent of every other provision, so that if any provision in this Agreement shall be determined by any Court or competent authority to be illegal, invalid and/or unenforceable, then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.
8.8 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including without limitation non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
8.9 The person or persons signing the Order on behalf of you shall be deemed to have full authority to do so on behalf of you and you shall have no right to claim against us that such person or persons did not have such authority.
8.10 A person who is not us or you shall not have any rights under or in connection with this Agreement.
8.11 If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in the Order. You must contact us using the details set out in the Order or these Terms and Conditions.
8.12 Each party shall keep confidential any confidential information disclosed by the other in connection with this Agreement and shall not disclose such information to any third party except as required by law.
9. DATA
9.1 To the extent that any personal data relating to delegates or attendees at Events is shared between you and us, each party acts as a controller in accordance with applicable data protection laws. Each party shall comply with such data protection laws in respect of such personal data, and separate data protection provisions shall apply to the independent controller relationship that will exist between the parties; such provisions are available from us upon request.
9.2 In the event that you scan the badges of any delegates or attendees at any Event to collect the personal data of such delegates or attendees, you shall be the independent controller of such personal data and shall comply with all applicable data protection laws in respect of the same, including without limitation in respect of making an appropriate privacy notice available to the delegates or attendees at the appropriate time.
DATA TERMS AND CONDITIONS
1. BACKGROUND
We are Civica International Ltd incorporated and registered in England and Wales with company number 16159504 whose registered office is at 124 City Road, London, EC1V 2NX (“we”, “us” or “our”). We deliver events, conferences, exhibitions and digital marketing services attended/viewed by a variety of delegates. You have agreed to be a sponsor, exhibitor and/or purchased access to Digital Support services at one of our events/platforms.
As part of our agreement with you, terms and conditions of which are set out, we agreed to share with you personal data (as defined under applicable Data Protection Laws) of some delegates/attendees at an event or viewed digital material sponsored by you. These Terms and Conditions set out the terms on which we share that personal data with you.
2. DEFINITIONS
In these Terms and Conditions, “Event” means the event that we deliver, “Delegate” means people who attend the Event and whose data we are able to share with you, and “Delegate Data” means the personal data we share with you in respect of a Delegate. Finally, “Data Protection Laws” means all applicable laws and regulations relating to the processing of personal data and privacy in any jurisdiction relevant to the Event, the Delegates or the processing of Delegate Data, including, where applicable, the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018), the EU General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (as amended), the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the Saudi Personal Data Protection Law (as amended), the California Consumer Privacy Act (as amended by the CPRA), the CAN-SPAM Act of 2003, and any other applicable federal or state privacy laws in the United States, together with any implementing legislation or regulations.
2.1 Every delegate has been informed that:
“As a delegate at the event, your name, job title and organisation name, and any other details you choose to populate your event profile with, will be visible to all other attendees as well as sponsors and exhibitors of this event. Your contact details (email address, telephone number and postal address) will remain hidden. However, if you choose to connect with any other attendee, sponsor or exhibitor, please note that by doing so you consent that your personal data you provided to us will be shared with them, and that these sponsors or exhibitors may be in contact with you about their products or services outside our event platform. The definition of consent to connect is defined as accepting an invitation to connect and/or meet, or initiating such a connection yourself. You also consent that your personal data you provided to us will be shared with sponsors and exhibitors if you download a digital product from their online profile, or via the Product Solutions Library, or if you attend or view a sponsored session. You also agree that these parties may transfer your data outside of the United Kingdom, the European Economic Area, or the country in which you are located for these purposes, and you consent to such transfers in accordance with applicable Data Protection Laws.”
2.2 Every delegate has confirmed Clause 2.1 by ticking the ‘Agree’ box.
2.3 Delegate Data won’t include anyone who did not opt-in to Clause 2.1.
2.4 We will inform you if any of Delegates have chosen to opt-out from Clause 2.1 within 3 working days.
3. USE OF DELEGATE DATA
3.1 You warrant that you will:
3.1.1 use the Delegate Data in compliance, and you will otherwise comply, with Data Protection Laws and all other applicable laws, enactments, regulations, orders, standards and other similar instruments;
3.1.2 use the Delegate Data solely for the Agreed Purpose from the date of receipt and only to market the products or services that you publicised or exhibited at the Event;
3.1.3 not register the Delegate Data up for any newsfeed or newsletter service you run without their consent;
3.1.4 not use the Delegate Data to promote any event, exhibition, conference or course, organised by you or anyone else, apart from such events organised by Civica International Ltd;
3.1.5 not share the Delegate Data without Delegate consent provided;
3.1.6 subject to Clause 3.1.2, Delegate Data must not be shared with any other organisations or individuals;
3.1.7 not use the Delegate Data for any further marketing unless the delegate has engaged by purchasing a service/product or opting in to hear from you directly;
3.1.8 not pass any Delegate Data to any third party (whether by sale or otherwise), other than if required by law.
3.2 You will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Delegate Data and against the accidental loss or damage to Delegate Data.
3.3 Where Civica International Ltd agrees to share Delegate Data, you will process the Delegate Data for your own purposes and will act as an independent data controller in relation to such data. This includes:
3.3.1 If you receive any complaint, notice or communication which relates directly or indirectly to the processing of the Delegate Data or your compliance with Data Protection Laws, you will immediately notify us within five working days and provide us with full cooperation and assistance in relation to any such complaint, notice or communication;
3.3.2 You will provide all Delegates in respect of whom you hold Delegate Data the option of opting-out of receipt of any communications from you, and of requiring you to delete/destroy any such Delegate Data;
3.3.3 You shall take reasonable steps to ensure that any of your employees who have access to the Delegate Data complies with all stated data guidelines and procedures.
3.4 You acknowledge that:
3.4.1 any Delegate may, at any time, opt-out from permitting us to pass Delegate Data to you, and, in such event, we will not provide that Delegate Data to you under any circumstances;
3.4.2 Delegate Data is shared solely for the Agreed Purpose and no ownership rights are transferred to you. You shall have no rights in or to the Delegate Data other than the limited right to use it in accordance with these Terms and Conditions.
3.5 Except as expressly stated in these Terms and Conditions, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
3.6 The Delegate Data will be provided to you only once, in digital format over a secure platform.
3.7 The Recipient shall be solely responsible for ensuring that any marketing communications sent using Delegate Data comply with applicable laws, including the Privacy and Electronic Communications Regulations 2003 (as amended).
4. DATA SECURITY
4.1 The Recipient shall at all times implement and maintain appropriate technical and organisational measures to protect Delegate Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, having regard to the nature of the data and the risks presented by processing.
4.2 Such measures shall include, as appropriate:
4.2.1 restricting access to Delegate Data to authorised individuals on a need-to-know basis;
4.2.2 ensuring appropriate security of systems used to store or process Delegate Data;
4.2.3 implementing appropriate safeguards when transmitting Delegate Data electronically, including encryption in transit where appropriate;
4.2.4 ensuring that personnel with access to Delegate Data are subject to confidentiality obligations;
4.2.5 maintaining internal policies and procedures relating to data protection and information security.
4.3 The Recipient shall not create unauthorised copies of Delegate Data beyond those reasonably required for legitimate business purposes and standard system back-ups.
4.4 The Recipient shall retain Delegate Data only for as long as necessary to fulfil the Agreed Purpose or to comply with applicable legal obligations. Where a Delegate does not engage with the Recipient or provide further consent, the Recipient shall securely delete such Delegate Data within 90 days of receipt.
5. ASSIGNMENT
5.1 You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, these Terms and Conditions or any right, benefit or interest under them, nor transfer, novate or sub-contract any of your obligations under them, without our prior written consent (such consent not to be unreasonably withheld or delayed).
6. GOVERNING LAW AND JURISDICTION
6.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter (including, but not limited to, non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
6.2 We and you irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject matter or formation.
6.3 We reserve the right, on reasonable notice, to request information regarding your compliance with these Terms and Conditions and to withdraw agreement to the use of such Delegate Data where we reasonably consider you are not processing the Delegate Data in accordance with this Agreement.
7. NOTICES
7.1 Any demand, notice, or other communication required to be given under this Agreement shall be in writing and shall be sufficiently served if served personally on the addressee, or if sent by prepaid first class recorded delivery post, electronic mail or facsimile transmission to the registered office or last known address of the Party to be served.