Sponsorship Terms and Conditions

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions (the “Conditions“):

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;

“Agreement” means these Conditions and the Booking Form;

“Booking Form” means the Organiser’s prescribed form for purchasing Sponsorship Rights to which these Conditions apply;

“Broadcast Date“ means the date of the broadcast of the Webinars communicated to you in writing by the Organiser;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day;

“Confidential Information” means the terms of this Agreement and all information in any medium or format (written, oral, visual or electronic) and whether or not marked or described as “confidential” which relates to a Party (the “Disclosing Party“), or its Affiliates’ respective businesses, finances, employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party or to one of its Affiliates in the course of their dealings relating to this Agreement, whether before or after the date of this Agreement;

“Control” means in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and Controls and Controlled shall be construed accordingly;

“Data Protection Regulations” means all applicable data protection, privacy and electronic marketing legislation including Regulation (EU) 2016/679 (“GDPR”), the GDPR as it forms part of the laws of the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”) and any related national legislation including the Data Protection Act 2018, any national legislation implementing Directive 2002/58/EC including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and any replacement or repealing legislation;

“E-registration fee” means an amount charged in respect of the inclusion of the Sponsor’s name and logo on the appropriate Event website;

“Event” means the event (as referenced on the Booking Form) to be held at the Venue (where applicable) or at such other location, virtually or a combination of in-person and virtual events (as applicable) and dates as the Organiser designates in accordance with these Conditions;

“Force Majeure” means an event beyond the reasonable control of the Organiser including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the Organiser or of any other party), act of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, pandemic, epidemic or default of suppliers or subcontractors;

“Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trade marks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;

“Organiser” means the company who has organised the Event, as named on the Booking Form;

“Parties” means the Organiser and the Sponsor, and “Party” means either of them as applicable;

“personal data” has the meaning given to it in the GDPR or the UK GDPR as applicable;

“Recording Content” means the Sponsor’s speaking contribution to the Webinar, including (but not limited to) any oral presentation given by the Sponsor;

“Recording Date” means the date of the recording of the Webinar, where such Webinar will be recorded in advance of the Event, as communicated to the Sponsor in writing by the Organiser;

“Sponsor” means the company, firm or person who has applied and been accepted to act as a sponsor for the Event and who is the counterparty to the Organiser identified on the Booking Form;

“Sponsor Materials” means any advertising, publicity or other such materials utilised by the Sponsor at or in connection with the Event in order to exercise the Sponsor Rights;

“Sponsor Representative” means the person named on the Booking Form by the Sponsor to be its representative/contact person in connection with all matters concerning the Sponsor and the Event;

“Sponsor Rights” means the sponsorship rights granted to the Sponsor under this Agreement, as set out in the Booking Form;

“Term” means the period from the date that the Booking Form is signed by both Parties until the close of the Event, or such other term as is stated on the Booking Form;

“Total Price” means the total amount due to the Organiser from the Sponsor under this Agreement;

“VAT” means value added tax chargeable under English Law for the time being and any similar additional tax or for non-UK shows the equivalent tax chargeable under the law of the relevant jurisdiction;

“Venue” means the venue of the Event as stated on the Booking Form (if applicable) or otherwise notified to the Sponsor in writing; and

“Webinar” means the webinar or other digital or audio-visual recording in which the Sponsor will participate and which shall be broadcast as part of the Event.

1.2 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.6 A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.

1.10 References to clauses are to the clauses of this Agreement.

1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.12 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. APPLICATION

2.1 An offer is made by the Organiser for the provision of Sponsor Rights pursuant to these Conditions when the Organiser provides a completed Booking Form to the Sponsor. The signing and return of the Booking Form to the Organiser by the Sponsor will constitute the Sponsor’s acceptance of the Organiser’s offer.

2.2 The Agreement between the Parties shall come into effect on the date the Booking Form has been signed by the Sponsor.

2.3 In the event of a dispute between these Conditions and any provision of the Booking Form, the provisions of the Booking Form shall prevail over these Conditions.

3. PAYMENT

3.1 The Sponsor shall pay the Fee to the Organiser together with any applicable VAT due in respect of that Fee in accordance with the following provisions.

3.2 Payment may be made by cheque, credit card, debit card, bank transfer, or any other payment method offered by the Organiser from time to time.

3.3 The Fee will be invoiced by the Organiser as follows and will become due immediately upon receipt:

3.3.1 an invoice for a 20% deposit of the Fee (including VAT but excluding the E-registration Fee), plus the E-registration Fee(including VAT) if applicable, will be issued immediately;

3.3.2 an invoice for a further 40% of the Fee, will be issued approximately 7 months before the Event or, if the Booking Form is signed later than that date, immediately; and

3.3.3 an invoice for the final 40% of the Total Price, will be issued approximately 4 months before the Event or, if the Booking Form is signed later than that date, immediately.

3.4 In the event that the agreed terms of payment on the Booking Form differ from those set out in this clause 3, the terms of payment on the Booking Form take precedence.

3.5 If any payment is overdue from the Sponsor, the Organiser reserves the right to (in its sole discretion):

3.5.1 suspend performance in respect of the Agreement; and/or

3.5.2 levy a reasonable charge to reflect the additional administrative costs involved in collection of such debts, together with the costs and charges of any debt collection agency used.

3.6 The Sponsor will not be allowed to exercise the Sponsor Rights if any payment is outstanding at the first day of the Event.

4. CANCELLATION BY SPONSOR

4.1 Where the Sponsor has sponsored the previous version of the Event (the “Previous Event“) and is rebooking Sponsor Rights under the terms of a rebooking offer, the Sponsor will be entitled to cancel this Agreement, without any payment in respect of the Event, within 21 days of the close of the Previous Event.

4.2 The Sponsor shall be entitled to cancel the booking on notice to the Organiser, in which case the following cancellation charges (the “Cancellation Charges“) shall apply. Any notice of cancellation must be in writing in accordance with clause 29.

4.3 The Organiser shall also be entitled to treat the following as notice of cancellation by the Sponsor:

4.3.1 the Sponsor cancels a direct debit payment; or

4.3.2 the Sponsor fails to make a payment on the due date,

such notice to be effective from the date that the Organiser notifies the Sponsor of the same, in which case the Cancellation Charges set out in clause 4.2 shall apply.

4.4 The Organiser will invoice the Sponsor for the appropriate Cancellation Charge which will be payable within 30 days of the invoice date. Where cancellation occurs pursuant to clause 4.3, the amount headed Cancellation Charge will be payable as liquidated damages, which the Sponsor accepts as representing a fair estimate of the loss suffered by the Organiser. The Organiser will credit the Sponsor with any amounts already paid by the Sponsor and retained by the Organiser.

5. SPONSOR REPRESENTATIVE

The Sponsor must name on the Booking Form at least one person to be its Sponsor Representative in connection with all matters concerning the Sponsor and the Event. The Sponsor Representative is deemed to be authorised by the Sponsor appointing him/her to enter into other contracts with the Organiser or its agents as the Sponsor Representative considers necessary in connection with the Event and such contracts shall be binding on the Sponsor.

6. ORGANISER RIGHTS

6.1 The Venue, date for the Event, agenda for the Event and / or Webinar and any applicable Recording Date and Broadcast Date are indicative only. The Organiser reserves the right to alter these in its sole discretion.

6.2 The Organiser reserves the right to alter the medium in which the Event is to be delivered (i.e. in person or virtually) and shall give the Sponsor reasonable notice of any such alteration. The Sponsor’s rights in relation to such alteration are set out at clause 15.1 (if the alteration is due to a Force Majeure event) or clause 15.2 (if the alteration is not due to a Force Majeure event).

6.3 The Organiser retains full control of the Webinar and all promotional and marketing material in connection with the Webinar. Notwithstanding the foregoing, the Sponsor is required to promote the Webinar through its marketing and social media channels, subject to all such activity being approved by the Organiser in advance.

6.4 The Organiser has the exclusive right to use any information compiled for or from the Webinar for its own commercial purposes.

6.5 The Organiser reserves all rights in and to the Webinar which are not expressly granted to the Sponsor under this Agreement.

7. EXERCISING THE SPONSOR RIGHTS

7.1 The Sponsor warrants and undertakes that:

7.1.1 it has, and will continue to have throughout the Term, full right and title and authority to enter into this Agreement and to accept and perform the obligations imposed on it under this Agreement;

7.1.2 it will exercise the Sponsor Rights strictly in accordance with the terms of this Agreement and in accordance with all applicable laws and regulations;

7.1.3 to the extent that the Sponsor is granted the right to use the Intellectual Property Rights of the Organiser, it will use such Organiser Intellectual Property Rights solely in the manner and form stipulated by the Organiser;

7.1.4 it will not exercise the Sponsor Rights in such a manner that confusion may arise in the minds of the public as to the products and/or services for which the Sponsor has been granted the Sponsor Rights;

7.1.5 it will not exploit the Sponsor Rights with a third party or use them in a manner that may cause confusion in the minds of the public as to the identity of the entity to whom the Sponsor Rights have been granted;

7.1.6 it will promptly observe and comply with all applicable health and safety and COVID-safe protocols issued by or on behalf of the Organiser in relation to Event attendance and acknowledges that any failure to do so will constitute a material breach of this Agreement;

7.1.7 it will promptly observe and comply with all reasonable instructions, directions or regulations issued by or on behalf of the Organiser in relation to the exercise of the Sponsor Rights; and

7.1.8 it will use its reasonable endeavours to ensure that neither it nor any of its directors, employees, or other members of staff makes any defamatory or derogatory statements in the Event and / or Webinar and / or the Sponsor Materials or takes part in any activities or use the Sponsor Rights in any manner which might be derogatory to or is or might otherwise be detrimental to the reputation, image or goodwill of the Organiser and/or the Event.

7.2 If the Sponsor Rights include the right for the Sponsor to advertise at the Event itself or on the Event website or otherwise, the following additional terms shall apply:

7.2.1 the size and positions of any Sponsor logos or other Sponsor Materials on signage, advertisements, printed materials, websites and electronic communication will be at the sole discretion of the Organiser;

7.2.2 if any dispute arises as to the allocation of space, or as to the extent of any extra space deemed by the Organiser to be occupied by the Sponsor beyond that allocated, the decision of the Organiser shall be final;

7.2.3 if, in the opinion of the Organiser, the Sponsor’s advertising extends beyond the allocated space, the Organiser may, at its sole discretion, charge the Sponsor for the extra space occupied at the prevailing rate; and

7.2.4 the Organiser may take any action that in deems necessary with regard to the positioning or construction of the Sponsor Materials if, in the Organiser’s reasonable opinion, this would be in the best interests of the Event or there is any health or safety risk to the Organiser’s staff, agents, exhibitors or visitors.

8. APPROVAL OF SPONSOR MATERIALS

8.1 All Sponsor Materials must be approved by the Organiser in writing prior to the Event, in accordance with this clause 8.

8.2 The supply by the Sponsor to the Organiser of the designs for the Sponsor Materials within the deadlines specified on the Order Form or otherwise communicated in writing by the Organiser, together with any additional information reasonably required by the Organiser in connection with any Event (including but not limited to a company synopsis and a presenter biography and photo), is the sole responsibility of the Sponsor, and time shall be of the essence for this purpose. In the event that such Sponsor Materials are not received by the Organiser by the applicable deadlines the Organiser reserves the right in its absolute discretion: (a) to repeat standing Sponsor Materials or otherwise to determine the Sponsor Materials that are published or displayed; (b) to charge the Sponsor for any extra costs directly incurred by the Organiser as a result of late receipt; and/or (c) to exclude the Sponsor Materials from printed or display material.

8.3 Subject to compliance by the Sponsor with clause 8.1, the Organiser will not unreasonably withhold its approval of any Sponsor Materials. Unless and until such time as the Organiser provides its express written approval, all Sponsor Materials shall be deemed not to be approved; there shall be no deemed approvals.

8.4 The Sponsor will not manufacture, distribute, issue, publish, circulate or otherwise make use of any Sponsor Materials without the prior written approval of the Organiser. In the event that at any time any Sponsor Materials fail to conform to any approved representative sample, artwork or other submission, the Sponsor shall forthwith, upon realising the error or else upon notice from the Organiser (and without prejudice to any other rights or remedies the Organiser may have in respect of the same), withdraw any and all such Sponsor Materials from circulation as soon as practicable.

8.5 The Sponsor agreesto procure an appropriate representative from the Sponsor’s organisation to participate in the Event and to provide their name and professional details to the Organiser for its prior approval in accordance with any deadlines for communicated in writing to the Sponsor by the Organiser.

8.6 The Sponsor agrees to attend, and procure that the Sponsor’s named representative attends, any run-through of the recording of any Webinar prior to the Recording Date, or a repeat of the recording of the Webinar following the Recording Date, where required by the Organiser, to be organised by the Organiser for a date and time to be mutually agreed between the parties.

9. INTELLECTUAL PROPERTY

9.1 The Sponsor acknowledges that all Intellectual Property Rights held by the Organiser together with any goodwill attaching thereto shall remain the sole property of the Organiser, and that nothing in this Agreement licenses or otherwise grants the Sponsor the right to use any of the Organiser’s Intellectual Property Rights in any way without the express prior written consent of the Organiser. Should any rights, title or interest in or to the Organiser’s Intellectual Property Rights or any goodwill arising out of the use thereof become vested in the Sponsor (by the operation of law or otherwise), the Sponsor shall hold the same on trust for and shall at the request of the Organiser unconditionally assign free of charge any such right, title, interest or goodwill to the Organiser and execute any documents and do all acts reasonably required by the Organiser for the purpose of confirming such assignment.

9.2 The Sponsor shall retain all Intellectual Property Rights in any Sponsor Materials and in the Sponsor’s name and logo. The Sponsor grants to the Organiser a non-exclusive, royalty-free licence to use, during the Term, the Sponsor’s name and logo in order to promote and advertise the Event and perform its obligations to the Sponsor under this Agreement.

9.3 Subject to clause 8.1, the Organiser grants to the Sponsor a non-exclusive, royalty-free, limited licence to use, during the Term, the Organiser’s name and logo for the sole purpose of promoting and advertising the Event through its use of the Sponsor Materials.

9.4 Where the Sponsor is participating in a Webinar, clauses 9.4 to 9.10 shall also apply.

9.5 The Organiser shall be the owner of the Intellectual Property Rights in the recording of any Webinar, excluding any pre-existing background IP of the Sponsor (Sponsor Background IP).

9.6 The Sponsor hereby grants to the Organiser an irrevocable, royalty-free, perpetual, worldwide licence in all or any form of media to use the Sponsor Background IP in the Webinar for the purpose of reproducing, editing, broadcasting and/or publishing the Webinar and the Recording Content, and any adaptations, highlights or extracts thereof, including on the Organiser’s Event website and any other websites or publications owned by it.

9.7 The Sponsor warrants, and shall procure that its nominated representative participating in the Webinar warrants, that the Recording Content will be the Sponsor’s original work and that it and the Sponsor Background IP do not infringe the rights of any third party, including without limitation any Intellectual Property Rights.

9.8 Where the Recording Content or Sponsor Background IP contain any third party Intellectual Property Rights (other than Organiser Materials), the Sponsor warrants that it has obtained from such third party the unrestricted, perpetual, worldwide permission for the Organiser and its licensees to use such Intellectual Property Rights in the Recording Content, for the purpose of recording, broadcasting and/or publishing the Webinar, and in accordance with the licence granted in clause 9.6 of this Agreement. The Sponsor shall identify and acknowledge any such third party Intellectual Property Rights in the Webinar.

9.9 The Sponsor agrees and acknowledges that the Organiser’s approval of the Recording Content shall be in the Organiser’s sole discretion and any subsequent changes to the Recording Content requested by the Sponsor must be approved by the Organiser in writing.

9.10 The Sponsor shall procure all necessary consents (including a waiver of any moral rights) from the Sponsor’s nominated representative participating in the Webinar to ensure that the Organiser may use the Webinar in accordance with the terms of this Agreement including (but not limited to) clause 9.6.

10. DATA PROTECTION

10.1 The parties acknowledge that personal data of Event attendees (which may include name, job title, company and contact details) (“Attendee Personal Data”) may be shared with the Sponsor by the Organiser for the Sponsor’s legitimate business purposes where (i) the Sponsor Rights include the provision of Attendee Personal Data, or (ii) the relevant attendee has given their consent to such sharing.

10.2 The Organiser reserves the right to withhold all or some Attendee Personal Data where the Organiser determines it is necessary to do so to comply with its obligations under Data Protection Regulations.

10.3 The Sponsor:

10.3.1 undertakes and warrants to the Organiser that it shall process and use Attendee Personal Data in compliance with Data Protection Regulations;

10.3.2 acknowledges and agrees that it is solely responsible for any processing of Attendee Personal Data received under this Agreement; and

10.3.3 undertakes and warrants that it shall provide appropriate privacy notice information to Event attendees (such information shall include the purposes for which the Sponsor will process the Attendee Personal Data).

10.4 The Organiser shall not in any circumstances be liable to the Sponsor in respect of any processing by the Sponsor of Attendee Personal Data provided by the Organiser under this Agreement.

10.5 The Sponsor acknowledges that the Organiser may pass on the Sponsor’s (or its personnel’s) contact details to third party suppliers engaged by the Organiser in connection with the Event who may contact the Sponsor (or the Sponsor’s personnel) directly (i) to offer to the Sponsor ancillary services relating to the Event set up (such as display equipment, electrical equipment and technical support), and (ii) in connection with operational requirements for the Event such as venue health and safety requirements. The Sponsor undertakes and warrants to the Organiser that it shall inform the Sponsor’s personnel involved in the Event that the Organiser may share their contact details for these purposes and make available to such personnel a copy of or link to the Organiser’s privacy notice which can be accessed at https://www.centaurmedia.com/privacy.

11. REQUIREMENTS OF SUPERIOR AUTHORITIES AND PROHIBITED ACTIVITIES

11.1 The Sponsor shall comply with all requirements imposed on the Organiser or Sponsor by the owners, proprietors or managers of the Venue, or any municipal or other competent authority. In addition the Sponsor shall comply with any notice of such requirements given to the Sponsor by the Organiser.

11.2 If it appears to the Organiser that the Sponsor may be engaged in activities which are deemed by the Organiser in its absolute discretion to be in breach of this Agreement or contrary to the best interests of the Organiser and/or the Event, or which appear to the Organiser in its absolute discretion unethical or in breach of any law or regulation, the Organiser may cancel any Sponsor Rights that may have been granted to the Sponsor, whether in the Booking Form or otherwise, and require the Sponsor forthwith to: (i) remove any Sponsor Materials in place at the Event; (ii) vacate the Event; and (iii) refuse the Sponsor the right to participate further in the Event, without the Organiser being under any liability to refund or abate any charges paid or payable in respect of this Agreement.

11.3 To the fullest extent permitted by law the Organiser will not be liable for any direct or indirect loss, including loss of revenue, loss of goodwill, excess costs or consequential loss suffered by the Sponsor, its employees, visitors, customers, staff, agents or contractors however so arising resulting from an exclusion under clause 11.2.

12. LIMITATION OF LIABILITY

12.1 Other than as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

12.2 Nothing in these Conditions limits or excludes the liability of the Organiser for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation.

12.3 Subject to clauses 12.1 and 12.2, the Organiser shall not be liable for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss due to corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses ((i) to (ix) together being “Losses“), whether or not the Organiser was advised of the possibility of such loss by Sponsor or any third party.

12.4 Subject to clauses 12.1 and 12.2, the Organiser’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement and/or the Event shall be limited to the Total Price.

12.5 The Organiser retains the right to dispose of any property of the Sponsor that is not collected within a reasonable time following conclusion of the Event. The Sponsor will be liable for any costs incurred in such disposal.

13. INDEMNITY

13.1 The Sponsor shall hold the Organiser and each of its Affiliates (the Organiser and its Affiliates together being the “Indemnified Parties” and each an “Indemnified Party“) harmless and indemnify them and their employees and agents against any liability, costs, expenses or losses (including Losses) incurred or sustained by an Indemnified Party arising directly or indirectly out of:

13.1.1 any claim that the Organiser’s use of the Content or any materials created and used by the Sponsor and / or provided by the Sponsor to the Organiser in accordance with this Agreement infringes third party rights, including intellectual property rights, moral rights or privacy rights;

13.1.2 any actions or omissions of the Sponsor in connection with the Event or in any way related to the Sponsor’s participation in the Event;

13.1.3 the Sponsor’s breach of clause 10; or

13.1.4 the Sponsor’s fraud, negligence, breach of statutory dutyor breach of this this Agreement, except where incurred or sustained by an Indemnified Party as a result of any damage or injury caused by that Indemnified Party or official contractors appointed by that Indemnified Party.

13.2 For the purpose of this clause 13, references to a Sponsor’s fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement include any such fraud, negligence, failure to perform or delay in performance by the Sponsor’s employees, agents or contractors.

14. INSURANCE

Without limiting any other obligation or liability of the Sponsor under this Agreement, the Sponsor shall effect and maintain throughout the Term insurance policies with a reputable insurance provider to cover the liabilities that may arise under or in connection with this Agreement and shall, on the Organiser’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

15. CANCELLATION OR TERMINATION OF THE EVENT

15.1 The Organiser shall have no liability to the Sponsor if the Organiser cancels, postpones or re-sites the Event or alters the medium in which the Event is to be delivered in accordance with clause 6.2, or reduces the planned period for preparation, display or dismantling the Event, due to an event of Force Majeure or because the Organiser ceases to have the right to hold the Event, in which case the Organiser shall not be liable to refund any amount paid to the Organiser by the Sponsor.

15.2 If the Organiser decides to re-site the Event to another venue or change the dates or alter the medium in which the Event is to be delivered for reasons other than those stated in clause 15.1, and the Sponsor is unwilling to be re-sited at the new venue or participate in the altered event or on a different date, it must give notice to the Organiser of such unwillingness within 14 days of being notified of the change by the Organiser. In such circumstances the Organiser shall make a full refund of the Total Price to the Sponsor. The Organiser shall not be liable for any Losses of the Sponsor arising from such re-siting or such unwillingness to be re-sited.

15.3 If the Organiser cancels the Event other than for reasons as set out at clause 15.1 the Organiser shall make a full refund of the Total Price to the Sponsor.

16. TERMINATION

16.1 The Organiser may terminate this Agreement immediately on written notice if:

16.1.1 the Sponsor is unable to pay its debts as a result of becoming the subject of insolvency, administration or bankruptcy or similar orders, notices, proceedings, resolutions or arrangements or by making a composition with its creditors or going into liquidation or being under the appointment of a receiver or administrator (or any analogous events in any other jurisdiction); or

16.1.2 the Sponsor is in breach of any material terms of this Agreement and the breach is not capable of remedy, or if the breach is capable of remedy but the Sponsor has failed to remedy such breach within 14 days of receipt of notice to do so.

16.2 The consequences of such termination by the Organiser are that the Sponsor’s allocates space or other Sponsor Rights may be withdrawn and any other services rendered by the Organiser may also be cancelled. Any such termination shall not oblige the Organiser to return to such Sponsor any amounts already paid to the Organiser in respect of this Agreement or relieve such Sponsor of its obligation to pay all amounts outstanding in respect of this Agreement to the Organiser.

17. FORCE MAJEURE

Notwithstanding the other provisions of this Agreement, the Organiser shall have no liability to the Sponsor for any failure, delay or omission on its part resulting from any event of Force Majeure.

18. ASSIGNMENT AND OTHER DEALINGS

18.1 The Sponsor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

18.2 The Organiser may any time assign, mortgage, charge, subcontract, delegate or declare a trust over any or all of the Organiser rights and obligations under this Agreement to or for the benefit of any person.

19. CONFIDENTIALITY

19.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party except as permitted by clause 19.2.

19.2 Each Party may disclose the other Party’s Confidential Information:

19.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 19; and

19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including any relevant securities exchange.

19.3 No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

20. ANNOUNCEMENTS

The Sponsor shall not make, or authorise any person to make, any public announcement concerning this Agreement without the prior written consent of the Organiser (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

21. ENTIRE AGREEMENT

21.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 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.

22. COSTS

Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.

23. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

24. WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

25. RIGHTS AND REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

26. SEVERANCE

26.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 26 shall not affect the validity and enforceability of the rest of this Agreement.

26.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

27. NO PARTNERSHIP OR AGENCY

27.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

27.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

28. FURTHER ASSURANCE

Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

29. NOTICES

29.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

29.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

29.1.2 emailed to:

29.1.2.1 for the Organiser, the email address specified on the Booking Form and legalnotices@centaurmedia.com; and

29.1.2.2 for the Sponsor, the email address specified on the Booking Form.

29.2 Any notice shall be deemed to have been received:

29.2.1 if delivered by hand, on signature of a delivery receipt;

29.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

29.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

29.3 This clause 29 does not apply to the service of any proceedings or other documents in any legal action.

30. COUNTERPARTS

30.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

30.2 Transmission of the executed signature page of a counterpart of this agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

31. THIRD PARTY RIGHTS

31.1 Except as expressly provided in clause 31.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

31.2 The Sponsor’s obligations under this Agreement (including the indemnities at clause 13 and any other representations, warranties and undertakings) are given for the benefit of all Organiser Affiliates. It is intended that all Organiser Affiliates may enforce the benefits conferred on it under this Agreement in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.

31.3 The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

32. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

33. JURISDICTION

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

34. ANTI-BRIBERY

34.1 The Sponsor shall:

34.1.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements“);

34.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

34.1.3 comply with the Organiser’s anti-bribery and anti-corruption policies (available to the Sponsor on request) and the Organiser may update them from time to time (“Relevant Policies“);

34.1.4 promptly report to the Organiser any request or demand for any undue financial or other advantage of any kind received by the Sponsor in connection with the performance of this Agreement;

34.1.5 ensure that all persons associated with the Sponsor or other persons who are performing services in connection with this Agreement comply with this clause 34.1; and

34.1.6 within 2 months of the date of this Agreement, and annually thereafter, certify to the Organiser in writing, its compliance with this clause 34.1. The Sponsor shall provide such supporting evidence of compliance as the Organiser may reasonably request.

34.2 Failure to comply with clause 34.1 may result in the immediate termination of this Agreement.

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