UMi Partner Sponsorship Agreement Terms & Conditions

Version 1 - 15 December 2020

The purpose of this Agreement is to establish sponsorship from THE ‘SPONSOR’ to THE ‘ORGANISER’ and is agreed as follows:

Definitions

Unless otherwise stated the meanings within the terms below take the form of those given under the governing law of England & Wales.

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

1. INTERPRETATION

The interpretation and construction of this Agreement shall be subject to the following rules, except where the context makes it clear that a rule is not intended to apply:

1.1    reference to: (i) legislation (including all updates) is to that legislation as amended; (ii) documents and agreements (including this Agreement), or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated from time to time; (iii) a party to this Agreement or to any other document or agreement includes a permitted substitute or a permitted assign of that party; (iv) a clause is to the relevant clause of this Agreement (unless the context otherwise requires); and (v) a person or entity includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person

1.2    a singular word includes the plural, and vice versa;

1.3    a word which suggests one gender includes the other genders;

1.4    general words are not to be given a restrictive meaning because they are followed by particular examples, and any words introduced by the terms "including", "include", "in particular" or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;

1.5    the words “holding company” and "subsidiary" have the meanings set out in section 1159 and Schedule 6 of the Companies Act 2006 (except that for the purposes of the membership requirements in section 1159(1)(b) and section 1159(1)(c) a company shall be treated as a member of another company even if its shares in that other company are registered (i) in the name of its nominee, or (ii) in the name of a person (or the nominee of that person) who is holding the shares as security) and “management control” shall be demonstrated by the ability to exercise significant influence over an entity or its management;

1.6    the headings in this Agreement are for reference purposes only and shall not affect the interpretation or construction of this Agreement;

1.7    in the event of conflict, the provisions of this Agreement are to be read in the following order of precedence in relation to that conflict: (i) clauses 1 to 19 (inclusive) of these Terms & Conditions; and (ii) the Appendix; and (iii) any document incorporated by reference (save for the Licence Terms). The document higher in the order of precedence will prevail to resolve the conflict; and

1.8    where THE SPONSOR has any obligation under this Agreement, performance of that obligation (in whole or in part) by any other SPONSOR Group Member shall be deemed (to the same extent) to be performance by THE SPONSOR.

2. DEFINITIONS

“Acceptance” shall mean THE SPONSOR formally accepting any of the Deliverables or the Services being provided as having been satisfactorily completed in accordance with the procedure for acceptance described in the relevant Appendix;

“Agreement” means the UMi Partner Sponsorship Agreement and clauses 1 to 19 (inclusive) of these Terms & Conditions, and any document incorporated into this Agreement by reference;

“Appendix” means the relevant appendix attached to the UMi Partner Sponsorship Agreement which taken together shall be referred to as Appendix;

“Charges” means the charges for the Services as set out in this agreement;

"Computer Virus" means a parasitic programme or programming code written intentionally to enter a computer programme or network without the user’s permission or knowledge, which damages or is intended to damage, modify, or disrupt the operation of software or hardware, including trojan horses, worms, logic bombs, time bombs, back doors, trap doors, spyware, malware or other code or components within software which have no documented purpose in the operation of the software;

"Confidential Information" means, in relation to either party, any information about, or know how of, that party including information relating to its facilities, premises, systems, security, procedures, products, business strategy (including the existence of, the terms of and its position in any dispute in relation to this Agreement), employees, officers, contractors, agents, customers and/or contacts, and any other information) that is marked confidential or that the recipient ought reasonably to have known was confidential, and is imparted to the other party or any of its personnel pursuant to this Agreement (including any information supplied or obtained during any audit).  Confidential Information shall exclude information that: (i) is or comes into the public domain without breach of any confidentiality obligation under this Agreement; (ii) is disclosed by a third party (except where such third party discloses such information in breach of obligations of confidence), or (iii) is independently developed by a party without recourse to the Confidential Information of the other;

“Contract Period” means the duration of this Agreement commencing from the Effective Date, being the date shown as the start of this Agreement and detailed in the Appendix.

"Data Protection Legislation" means as the context requires all applicable laws and regulations (including guidance and codes of practice) relating to data protection and the processing of personal data and privacy (and any subsequent amendment) in effect in any relevant territories and all generally acknowledged international data security principles;

"Deliverable" means any document or product that is specifically created for THE SPONSOR and is to be delivered to THE SPONSOR by THE ORGANISER in the course of providing the Services, including (without limitation) any such product or document that is described as such in THE ORGANISER Proposal in the Appendix;

“Event” means any event(s) defined in THE ORGANISER Proposal which are to take place over the Event Period;

"Event of Force Majeure" means any of the following circumstances which occur and which are beyond the reasonable control of a party and directly prevent that party from performing its obligation under this Agreement, being war, civil commotion, armed conflict, riot, act of terrorism, fire, flood or other act of God (excluding for the avoidance of doubt any labour dispute, labour shortages, strikes or lock-outs);

"THE SPONSOR  Group Member" means (1) THE SPONSOR  Holdings company and any entity which from time to time is a subsidiary of THE SPONSOR  Holdings company and (2) any entity over which from time to time any of the entities defined in paragraph (1) of this definition either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented by law from owning a greater shareholding and (3) any entity  otherwise notified by THE SPONSOR  to THE ORGANISER from time to time;

"Intellectual Property Rights" means any and all patents, rights in inventions, trade marks, service marks, copyrights and related rights, database rights, moral rights, rights in designs, know-how, Confidential Information and all or any other intellectual or industrial property rights whether or not registered or capable of registration in any part of the world together with all or any goodwill relating to them;

“Open Source Software” means open-source software, public source software, shareware or freeware, or any modification or derivative thereof, including any version of any computer software licensed pursuant to any open source or general public licence;

“Organiser IP” means any Intellectual Property Rights contained in THE ORGANISER Materials; 

“Organiser Personnel” means all employees, associates, agents, consultants, contractors and other representatives of THE ORGANISER (or its subcontractors) who are involved, or proposed to be involved, in the provision of Services;

“Organiser Proposal” means THE ORGANISER proposal form which forms part of this Agreement; 

“Organiser Materials” means any pre-existing materials or other Intellectual Property Rights owned by THE ORGANISER which pre-date or are created independently of this Agreement and are used in the Deliverables and which are not created specifically for THE SPONSOR  and which are intended for general use in respect of THE ORGANISER’s business, and any changes, modifications or enhancements made thereto during the Contract Period including that specifically referenced in THE ORGANISER Proposal;

“Rights” means sponsorship, advertising, promotional and any other rights and opportunities in relation to the Event to be provided to THE SPONSOR  by THE ORGANISER as set out in THE ORGANISER Proposal;

“Services” means the services to be provided by THE ORGANISER as set out in THE ORGANISER Proposal;

“Sponsorship Status” means the level of THE SPONSOR’s sponsorship as described in THE ORGANISER Proposal together with the Rights as granted to THE SPONSOR which flow from this status;

“Third Party IP” means any Intellectual Property Rights that subsist in any materials that are included in the Deliverables or that have been created as part of the Services that are owned by a third party and provided to THE SPONSOR under licence; and

“Working Day” means Monday to Friday inclusive, excluding bank and other public holidays in England and Wales.

3. ENGAGEMENT

3.1       THE SPONSOR engages THE ORGANISER to deliver the Services and THE ORGANISER agrees to deliver the Services upon the terms and conditions of this Agreement.  This Agreement is not exclusive and accordingly THE SPONSOR  shall not be restricted from purchasing services similar to the Services from third parties and (save to the extent otherwise set out herein) THE ORGANISER is not restricted from supplying services to any third party.

3.2       The details of any Services to be provided by THE ORGANISER are as set out in THE ORGANISER Proposal.

4. DURATION

The Services shall be completed within the Contract Period set out in the Appendix.

5. ORGANISER'S OBLIGATIONS

5.1       This Agreement constitutes a contract for the provision of services and not a contract of employment.  Accordingly, THE ORGANISER shall be responsible for the payment of all remuneration payable to and benefits provided for THE ORGANISER Personnel under his or her contract of employment, including (without limitation), making appropriate PAYE deductions for tax and national insurance contributions from the remuneration which it pays to THE ORGANISER Personnel. 

5.2       Time shall be of the essence in relation to all obligations of THE ORGANISER to perform the Services.

5.3       THE ORGANISER shall ensure that it does not include any Organiser IP or Third Party IP in any Deliverables unless the inclusion of such Organiser IP or Third Party IP has been approved in writing by THE SPONSOR or has been identified as being included in the Deliverables in THE ORGANISER Proposal.

6. ORGANISER WARRANTIES

6.1       THE ORGANISER warrants, represents and undertakes to THE SPONSOR that, while this Agreement remains in force:

6.1.1       it has, and will have, full authority to execute this Agreement;

6.1.2       it will perform and comply with (and will procure that all Organiser Personnel will comply with) its obligations as set out in this Agreement;

6.1.3       it will ensure the Services are provided in accordance with this Agreement including all applicable Appendix and to the reasonable satisfaction of THE SPONSOR;

6.1.4       it will ensure that, where THE SPONSOR is reliant on the expertise of THE ORGANISER or any Organiser Personnel in providing professional advice, such advice will be given in an impartial, informed and independent manner and in the best interests of THE SPONSOR;

6.1.5       it will ensure that any Deliverables are of satisfactory quality and reasonably fit for the purpose for which they are supplied;

6.1.6       it will ensure that the Services are performed with due diligence, reasonable skill and care and in accordance with best industry practice at all times, and organise and manage the Event to the quality and standard appropriate for events with the same level of prestige and magnitude as the Event;

6.1.7       it will comply (and will procure that all Organiser Personnel will comply) with all applicable laws and other governmental, statutory and/or regulatory requirements and guidance which may from time to time be applicable to the provision of the Services;

6.1.8       it has not made any payment or transferred anything of value, directly or indirectly, where such payment or transfer could, under the laws of any relevant jurisdiction, be considered to have the purpose or effect of public or commercial bribery or to constitute the acceptance of, or acquiescence in, corruption, extortion, or other unlawful or improper means of obtaining business and that it will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving THE SPONSOR  or any THE SPONSOR  Group Member, make any such payment or transfer.

6.1.9       it will promptly notify THE SPONSOR of any changes that are required to any of the Services which remain undelivered at the date in question as a result of any alteration, after the date of this Agreement, in any applicable law or any governmental, statutory or regulatory requirements and will implement such required changes at no charge to THE SPONSOR;

6.1.10    it will ensure that THE ORGANISER Personnel will at all times behave in a courteous, professional and appropriate manner and that no Organiser Personnel will act or make any statement or otherwise behave in any manner that is reasonably likely to result in any prejudice to THE SPONSOR or any THE SPONSOR  Group Member (including to its reputation);

6.1.11    it will ensure that THE ORGANISER Personnel have appropriate experience, qualifications and expertise for the roles they are selected to perform and the rates at which they are charged;

6.1.12    it will ensure that any Deliverables provided to THE SPONSOR pursuant to this Agreement or any of its Appendix shall be fully compliant with THE SPONSOR’s digital accessibility standards as communicated or made available to THE ORGANISER in writing from THE SPONSOR where applicable; 

6.1.13    it will give prompt written notice to THE SPONSOR of any change of controlling interest of THE ORGANISER;

6.1.14    if THE ORGANISER is required to work with other agencies or third parties involved in providing services to THE SPONSOR, including other advisors, contractors and agencies of THE SPONSOR  Group Members (for example, social media monitoring, media planning and buying or communication agencies and/or auditors), it shall, to the extent necessary, reasonably cooperate with such third parties and carry out the Services in a professional manner in accordance with the Agreement whilst taking into account the work of the relevant third parties;

6.1.15    where THE SPONSOR requires THE ORGANISER to comply with specific terms in relation to Trade Marks of THE SPONSOR, THE SPONSOR will inform THE ORGANISER and provide a specific Licence for the purposes of this Sponsorship Agreement;

6.1.16    it will not make and ensure that THE ORGANISER Personnel will not  make any statement or reference which is political in nature, or which may state, imply or infer alignment by THE SPONSOR  or any THE SPONSOR  Group Member to any political party and/or government and ensure the same in relation to any Organiser Materials; and

6.1.17    no third party shall be granted any rights in relation to the Event that would in any way diminish THE SPONSOR’s Sponsorship Status or the delivery of the Rights;

7. CHARGES

7.1       The Charges are fixed and will only change by written agreement of both parties.

7.2       Invoices shall be rendered to THE SPONSOR payable to THE ORGANISER thirty (30) days thereafter.  Payment shall be by BACS transfer (or equivalent) and THE ORGANISER shall provide THE SPONSOR with its relevant account details.

7.3       All Charges are expressed exclusive of value added tax which shall be charged in accordance with United Kingdom tax legislation. 

7.4       In the event of late payment by THE SPONSOR  of any undisputed sums due and payable (and provided THE SPONSOR  has been given at least fifteen (15) days' written notice to cure such late payment), THE ORGANISER reserves the right to charge interest in respect of the undisputed late payment at the rate of one percent (1%) per annum above the base rate from time to time of THE SPONSOR  (or if THE SPONSOR  does not have a base rate then the base rate of the Bank of England) from the due date thereof until judgment (or if earlier the date on which payment is received by THE ORGANISER).

8. TERMINATION

8.1       This Agreement shall commence on the date of execution of this Agreement (“Effective Date”) and shall exist for the duration of the Contract Period or until terminated in accordance with this clause 8, whichever shall first occur.

8.2       THE SPONSOR may terminate this Agreement:

8.2.1       immediately on written notice if there is a change of controlling interest of THE ORGANISER (such notice to be given within six (6) months of THE SPONSOR becoming aware of the change of controlling interest;

8.2.2       if THE ORGANISER is in material or persistent breach of any of its obligations under this Agreement and either the breach is incapable of remedy or the other party has not remedied such breach within thirty (30) days of written notice requiring it to remedy that breach or if such breach occurs during the Event Period (as defined in the Appendix), within such period as THE SPONSOR deems reasonable;

8.2.3       immediately on written notice if THE ORGANISER becomes insolvent or has a receiver, administrative receiver, administrator or similar officer appointed or applies for or has called a meeting of creditors or resolves to go into liquidation (except for a bona fide amalgamation or reconstruction while solvent where the resulting entity agrees to be bound by and assumes THE ORGANISER's obligations under this Agreement) or has a petition lodged against it in relation to any potential insolvency which is not successfully opposed within thirty (30) days of being lodged or an application is made to appoint a provisional liquidator of THE ORGANISER or for an administration order or notice of intention to appoint an administrator is given or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with or assignment for the benefit of any of THE ORGANISER's creditors, or any event analogous to any of the foregoing occurs in any jurisdiction other than England and Wales in respect of THE ORGANISER or if THE ORGANISER ceases or threatens to cease to carry on business.

8.2.4     THE ORGANISER shall have the right without prejudice to its other rights or remedies, to terminate this Agreement with immediate effect by written notice to THE SPONSOR if THE SPONSOR is in material breach of any of its obligations under this Agreement and either the breach is incapable of remedy or the other party has not remedied such breach within thirty (30) days of written notice requiring it to remedy that breach.

8.2.5     Cancellation by either party shall not constitute a material breach entitling a party to terminate this Agreement, provided that the relevant provisions in THE ORGANISER Proposal are adhered to.

9. TERMINATION CONSEQUENCES

9.1       Termination or expiry of this Agreement, however caused, shall be without prejudice to any obligations or rights of either of the parties which may have accrued before termination or expiry and shall not affect any provision of this Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination or expiry.

9.2       Upon termination or expiry of this Agreement, (i) each party shall promptly return any property (including Confidential Information) of the other which it has in its possession or control; (ii) THE ORGANISER shall, for no charge, cooperate with any transfer of the provision of the Services from THE ORGANISER to a third party.

9.3       Without prejudice to any other right or remedy under this Agreement, in the event of the expiry or any termination of this Agreement for any reason whatsoever, both parties may keep copies of all or any Deliverables or other products or documents delivered under this Agreement.

10. LIABILITY

10.1     Neither party shall be liable to the other in tort (including negligence), breach of contract, breach of statutory duty or otherwise due to, under and/or arising out of or in connection with this Agreement if and to the extent that the loss or damage in respect of which such liability arises or is claimed to arise falls within any of the following categories: (i) loss of profits; (ii) loss of revenue or business; (iii) loss of goodwill or reputation; (iv) loss of or corruption or damage to data, whether or not the other party  had been advised of the possibility of such loss, corruption or damage, for the avoidance of doubt the limitations in this clause shall not apply to the liability of the other party  to pay any Charges that have become properly due and payable under this Agreement.

10.2     The aggregate liability of THE SPONSOR to THE ORGANISER in respect of this Agreement in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall in respect of any claim(s) arising out of the same cause, not exceed: (i) a sum equal to one hundred percent (100%) of the Charges paid or payable in respect of the calendar year in which the claim occurred.

10.3     The aggregate liability of THE ORGANISER to THE SPONSOR in respect of this Agreement in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in respect of any claim(s) arising out of the same cause, not exceed the higher of: (i) a sum equal to one hundred percent (100%) of the Charges paid or payable in respect of the calendar year in which the claim occurred.

10.4     The limitations in this clause shall not apply to the liability of THE SPONSOR to pay any undisputed Charges that have become properly due and payable under such Order.

10.5     Notwithstanding any preceding provision of this clause, no limit on liability shall apply to claims for death and personal injury, fraudulent statements, any claims arising under clause 11 (Ownership of Materials), or any claims arising from a breach of the obligations of confidentiality under clause 12 (Confidential Information), or any claims arising under clause 13 (Data Protection), or any claims under clause 16 (Bribery and Sanctions).

11. OWNERSHIP OF MATERIALS

11.1     THE ORGANISER shall retain the Intellectual Property Rights in the campaign and event.

11.2     THE SPONSOR grants an irrevocable and perpetual worldwide licence for THE ORGANISER to publish and transmit content provided by THE SPONSOR and store the content in internal archives.

11.3     THE SPONSOR agrees that THE ORGANISER may grant sub licences on the contributed content as THE ORGANISER may wish to do so from time to time.

11.4     THE SPONSOR grants THE ORGANISR the right to amend or abridge the content as it may require from time to time.

11.5     THE ORGANISER may display THE SPONSOR’S logo on THE ORGANISER’s platform and in content produced for the purposes of this Agreement.

12. CONFIDENTIAL INFORMATION

12.1      The parties shall (and will procure that their personnel shall): (i) keep confidential all Confidential Information; (ii) not disclose or transfer to any third party (other than as permitted hereunder) any Confidential Information; and (iii) not use (including by making unnecessary copies) other than as strictly necessary for the performance of this Agreement any Confidential Information.

12.2     The parties shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices properly placed or embedded by the other party on or in any of its Confidential Information.

13. DATA PROTECTION

13.1     Each party undertakes, where applicable, to comply fully with the Data Protection Legislation and to procure that its employees, agents and contractors observe the provisions of the Data Protection Legislation.

13.2     If THE ORGANISER receives personal data (as defined in the Data Protection Legislation) pursuant to this Agreement, THE ORGANISER shall: (i) only use it as strictly necessary for the performance of its obligations hereunder and in accordance with this Agreement; (ii) maintain all prudent and necessary security, technical and organisational security measures sufficient to comply at least with the associated obligations imposed on THE SPONSOR by the Data Protection Legislation and take reasonable steps to ensure the reliability of any employees of THE ORGANISER who have access to such personal data; (iii) where data is transferred outside of the EEA the ORGANISER shall ensure that it is done in compliance with Data Protection Law; (iv) not process such personal data in any way contrary to any provision of any Data Protection Legislation applicable to THE ORGANISER and/or THE SPONSOR ; (v) assist THE SPONSOR  to comply with any obligations imposed on THE SPONSOR  in relation to any such personal data processed by or on behalf of THE ORGANISER.

13.3     Where THE SPONSOR receives personal data from THE ORGANISER relating to Organiser Personnel or any third party, THE SPONSOR shall: (i) comply with the requirements of clause 13b) as if it were THE ORGANISER; (ii) only use the personal data in a way that complies with the Data Protection Legislation and the Privacy and Electronic Communications Regulations.

13.4     Any breach or potential breach of the provisions of this clause shall be immediately notified in writing by either party to the other.

14. ORGANISER’S SECURITY OBLIGATIONS

14.1     THE ORGANISER undertakes to comply with industry best IT security practice.

14.2     THE ORGANISER will ensure that it implements and maintains appropriate security controls to ensure the confidentiality and integrity of all data and information belonging to THE SPONSOR  or any THE SPONSOR Group Member which may be delivered to, generated by or otherwise used or processed by or on behalf of THE ORGANISER or may otherwise come into the possession or control of THE ORGANISER or THE ORGANISER Personnel ('THE SPONSOR  Data'), and warrants and represents that such appropriate security controls are, and shall remain, operational and effective. 

14.3     Without prejudice to the generality of the foregoing, THE ORGANISER shall ensure that all THE SPONSOR Data is protected at all times, in such manner as is consistent with the data security classification applicable to such data, from corruption and from unauthorised access and interference both while THE SPONSOR  Data is within the possession and control of THE ORGANISER and while (if transmission is consistent with the classification of THE SPONSOR  Data and is strictly required for the purpose of performing the Services) it is in transit across a network (whether public or private).

14.4     Where THE SPONSOR Data is transmitted across a network or stored on any portable medium or device, the level of protection that THE ORGANISER is obliged to adopt pursuant to clause 14(c) shall be consistent both with the data security classification of the data in question and with the additional risk posed by its transmission and/or its storage on a portable medium or device.

15. HEALTH AND SAFETY

15.1     When performing work at any Location, THE ORGANISER shall minimise disruption to the normal operations of THE SPONSOR (including the operations of other parties employed by THE SPONSOR ) and shall comply with the instructions given by THE SPONSOR’s representatives at the Location.  THE ORGANISER shall comply with the site and security regulations relating to the Location and with THE SPONSOR’s then-current Health and Safety Guidelines for Contractors, a copy of which may be obtained from THE SPONSOR on request.

15.2     THE ORGANISER shall immediately remove from the Location any Organiser Personnel who fail to comply with THE SPONSOR’s orders, the regulations and codes of practice relating to Health and Safety or in the sole opinion of THE SPONSOR has been guilty of misconduct or has been negligent or incompetent.  Compliance with this obligation shall not constitute a valid reason for THE ORGANISER’s failure to comply with any obligation in accordance with, and at the time required by, this Agreement.

16. BRIBERY AND SANCTIONS

16.1     THE ORGANISER shall comply with, and shall ensure that its personnel, affiliates, associated persons, agents, sub-contractors and any other third parties who may be used for or in relation to the provision of the Services are aware of and comply with, both the letter and spirit of applicable anti-corruption laws such that they will not take any actions or make any omissions which would cause either THE SPONSOR  and/or any THE SPONSOR  Group Member or THE ORGANISER to be in violation of applicable anti-corruption laws.

16.2     THE ORGANISER confirms that in connection with any transactions undertaken for and on behalf of THE SPONSOR that it has not and shall not: (i) make any payments or transfers of value, offers or promises; or (ii) give any financial or other advantage, which has the purpose or effect of, public or commercial bribery, other unlawful or improper means of obtaining or retaining business or commercial advantage or the improper performance of any function or activity.

16.3     THE ORGANISER confirms, in relation to the provision of services to THE SPONSOR, and the activities to be carried out under this Agreement, that its officers, directors and employees are subject to policies and procedures which are designed to prevent the occurrence of bribery and corrupt conduct, and undertakes that it shall procure compliance with such policies and procedures by its officers, directors, employees and (where permitted under this Agreement) sub-contractors.

16.4     THE ORGANISER warrants and represents that it is not currently under actual or, to THE ORGANISER’s knowledge, threatened investigation or inquiry, or being audited by any governmental authority in relation to any offence or alleged offence involving fraud, corruption or dishonesty.

16.5     THE ORGANISER warrants and represents that neither it nor its affiliates, or its or their respective directors, officers, agents, employees or sub-contractors are individuals or entities are the target of economic and financial sanctions measures imposed by the United Nations, the European Union, the United Kingdom, the United States or any relevant and applicable jurisdiction (“Restricted Persons”).  THE ORGANISER shall not directly or indirectly deal with Restricted Persons in connection with its dealings with THE SPONSOR.

16.6     THE ORGANISER shall document completely and accurately all transactions related to the Services and this Agreement in its books and records. All expenses related to transactions involving THE SPONSOR shall be supported by complete and accurate documentation, including without limitation invoices, receipts, proof of delivery and contracts. Such documentation shall be maintained throughout the duration of this Agreement and for a period of six (6) years after its expiry or termination, and shall be made available to THE SPONSOR upon reasonable notice for review.

16.7     THE ORGANISER shall promptly report to THE SPONSOR any breach or suspected breach of these obligations and all requests or demands for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement.

17. FORCE MAJEURE 

17.1    Neither party shall be liable for any delays or failures attributable to its being affected by an Event of Force Majeure, but the party so affected shall use best endeavours to resume performance as quickly as possible and shall promptly give the other party full particulars of the failure or delay and consult with the other party concerning the failure or delay from time to time as appropriate. If any such delay or failure on the part of THE ORGANISER continues for a period of three (3) months, or for sixty (60) days in any one hundred and twenty (120) day period, or for such period during the Event Period (as defined in the Appendix) as THE SPONSOR shall deem reasonable, THE SPONSOR shall be entitled to terminate this Agreement, any Services and/or any Deliverables immediately on giving written notice to THE ORGANISER.

18. GENERAL

18.1     Neither party shall disclose the making of this Agreement in any journal, magazine or other publication or any other medium.

18.2     Except where otherwise explicitly agreed, all right and remedies granted in this Agreement are cumulative and not exclusive of any other remedy or right in this Agreement or at law, and no exercise of any right or remedy shall restrict or prejudice any further exercise of it.

18.3     This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument. 

18.4     No relaxation, forbearance, delay or negligence by either THE SPONSOR or THE ORGANISER in enforcing any provision of this Agreement or in exercising any right or remedy to which it is entitled under this Agreement or the granting of time by either party to the other party shall constitute a waiver or prejudice, affect or restrict the rights and powers of that party.  No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought and communicated to the other party (Notices).  The waiver of any breach of this Agreement shall not constitute a waiver of any subsequent or other breach.

18.5     Where THE SPONSOR are subject to certain regulatory requirements (including from the Financial Services Authority, the Bank of England and other competent regulatory bodies in other jurisdictions) and as a result, THE ORGANISER shall, upon request and reasonable prior notice, provide to THE SPONSOR  and/or internal and/or external auditors and/or examiners of THE SPONSOR, copies of THE ORGANISER’s  records pertaining to the transactions contemplated under this Agreement.

18.6     Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by email, first class post or courier and shall be deemed (in the absence of evidence of earlier receipt) to have been delivered (in the case of post or courier) forty-eight (48) hours after despatch to the relevant address indicated at the top of an email or on the first Working Day following its despatch provided notification of a successful and complete transmission is obtained.

18.7     Nothing in this Agreement shall be construed as or have the effect of constituting any relationship of employee and employer between THE ORGANISER and THE SPONSOR.

18.8     No variation to this Agreement shall be effective unless in writing signed by a duly authorised officer of each of THE SPONSOR and THE ORGANISER.

18.9     If any provision of this Agreement is held by a court to be invalid, illegal or unenforceable and can be deleted without altering the essence of this Agreement, the invalid, illegal or unenforceable provision will be severed and the remaining provisions will remain in full force or effect. 

18.10    If the invalid, illegal or unenforceable provision cannot be deleted without altering the essence of this Agreement, the parties shall immediately commence good faith negotiations to remedy such invalidity, illegality or unenforceability (as appropriate).

18.11    The expiry or termination (for any reason) of this Agreement shall not affect any provision of this Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such expiry or termination.

18.12    The provisions of this Agreement constitute the entire agreement between THE SPONSOR and THE ORGANISER in relation to their subject matter and, except as otherwise expressly provided, supersede any and all prior agreements, representations, statements, negotiations and undertakings between the parties relating to such matters.  

18.13    A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

18.14    This Agreement shall be governed in all respects by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts in respect of any contractual or non-contractual disputes.

19. INSURANCE

19.1    For the duration of the Agreement, THE ORGANISER shall maintain in force, with a reputable insurance company, such relevant insurance to cover the liabilities that may arise under or in connection with the Agreement and shall, on THE SPONSOR's request, produce both the insurance certificate giving details of cover in respect of each insurance.