DEFINITIONS: In these terms and conditions:
Agreement means these terms and conditions and the Sponsorship Agreement;
Cancellation Charge means the charges set out in the Sponsorship Agreement payable for any cancellation of the Sponsorship;
Confidential Information shall have the meaning given in Clause 8;
Contest means The Ekam Pandora Contest described in the Sponsorship Agreement;
Sponsorship Fees means the fees payable by the Sponsor under the Sponsorship Agreement in order to sponsor the Contest; hereinafter also referred to as ‘Fees’;
Organizer or Contest Organizer means Flagship Contests LLC or its permitted assignees;
Organizer Branding means such branding as may be provided by the Contest Organizer to the Sponsor for use by the Sponsor in connection with the Contest;
Sponsor means the person, firm or company whose details are specified in the Sponsorship Agreement;
Sponsorship Agreement means the agreement to be completed and signed by the Sponsor in order to become the Contest Sponsor;
Sponsor Branding means such branding as may be provided by the Sponsor to the Contest Organizer in connection with the Contest;
1. APPLICATION AND AGREEMENT
The Contest Organizer may at its absolute discretion accept or refuse the Sponsor’s application for sponsorship made by submission of a signed Sponsorship Agreement.
The Sponsor acknowledges and agrees that the Sponsorship Agreement is a binding contract once it is signed by both the Sponsor as well as the Contest Organizer.
In the event of conflict between the various documents forming this agreement between the parties the following order of priority shall apply:
1. The Sponsorship agreement; followed by
2. These terms and conditions;
2. Sponsorship Fees and Payment Terms
The Sponsor agrees to pay the Sponsorship Fees in accordance with the amounts and payment terms set out in the Sponsorship Agreement.
Payment shall be made all at once or in maximum of two instalments: 80% of the Sponsorship Fees on sign up and 20% of the Sponsorship Fees 1 month prior to the Contest. On receipt of the signed Sponsorship Agreement, the Contest Organizer will invoice the Sponsor for the fees paid on receipt of the same. Time shall be of the essence regarding payment of Fees.
In the event the Sponsor fails to meet any payment obligations, (whether as to the amounts or date of payment), then the Contest Organizer shall be entitled in its sole discretion to deem that the Sponsor has cancelled its sponsorship for the Contest and to exercise its rights pursuant to clause 3 (Cancellation and Resale of Sponsorship item).
Bank transfer payments: All bank charges payable on transfers have to be borne by the Sponsor.
Sponsorship once registered cannot be withdrawn. Fees once paid cannot be refunded.
3. Cancellation by Sponsor
Sponsorship once registered cannot be withdrawn. Fees once paid cannot be refunded.
A sponsorship can be cancelled but the cancellation fee will be 100% of the sponsorship fee.
If a Sponsor cancels with an outstanding balance due, the Sponsor remains responsible for the entire balance due, plus reasonable legal fees to collect.
Cancellations must be received in writing by the Contest Organizer.
Upon receipt of Sponsorship cancellation notice, the Contest Organizer shall have the absolute discretion to resell the sponsorship item(s) forfeited.
The Sponsor hereby acknowledges that the Cancellation Charge represents a reasonable pre- estimate of the likely losses and costs that would be incurred by the Contest Organizer as a result of the Sponsor’s cancellation and that they do not represent a penalty. For the avoidance of doubt, the Contest Organizer is not required to mitigate its losses and/or costs in such circumstances and the Cancellation Charge shall remain payable even where the Contest Organizer is able to resell the sponsorship item.
4. Postponement and Cancellation by the Contest Organizer
The Contest Organizer shall be relieved of its obligations under this Agreement in the event that the holding of the Contest by the Contest Organizer, the performance by the Contest Organizer of any of its material obligations under this Agreement and/or the attendance at the Contest by the Sponsors and/or any other Sponsor and/or any visitors is impossible, illegal or substantially or materially interfered with, due to any cause or causes beyond the reasonable control of the Contest Organizer or the providers of the Venue including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, accident to or breakdown of plant or machinery, shortage of any material, labour, transport, electricity or other supply, regulatory intervention, general advice or recommendation of any government (including any government agency or department), regulatory authority or international agency against travel, Contests and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).
The Contest Organizer may cancel, amend the date of the Contest or alter the Contest. Should the Contest be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Contest Organizer, the Contest Organizer shall be under no obligation to refund all or part of the sums paid by the Sponsor in respect of his participation in the Contest. The Contest Organizer shall be under no liability to the Sponsor or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses), costs or expenses whatsoever which may be brought against or suffered or incurred by the Sponsor as the result thereof.
5. Contest date, time and layout
The Contest Organizer reserves the rights to determine, and if it deems necessary, alter at its sole discretion, in each case without liability:
- The timings for the Contest;
- The term or duration of the Contest;
- The date or dates on which the Contest is to be held;
- The layout of the Contest generally;
- The format of the Contest
- The content of the Contest
- Any and all other technical or administrative details in respect of the Contest.
The Contest Organizer will use reasonable endeavors to notify the Sponsor of any changes or alterations to the Contest as a whole which materially and detrimentally impact on the Sponsor’s rights under this Agreement.
The Sponsor acknowledges and agrees that such changes and alterations may be required to be made by the Contest Organizer to benefit and safeguard the value of the Contest as a whole.
6. Use of Branding
6.1 Subject to the Sponsor complying with the provisions of this Agreement, the Contest Organizer hereby grants the Sponsor a non-exclusive, non-transferable, royalty-free, revocable, worldwide license for the period of time between the date of the Agreement and the end of the Contest, to use the Contest Organizer Branding solely and strictly for the purpose of reasonably promoting, marketing and advertising its participation in the Contest.
6.2 Subject to the Contest Organizer complying with the provisions of this Agreement, the Sponsor hereby grants the Contest Organizer a non-exclusive, non-transferable, royalty-free, revocable, worldwide license, to use the Sponsor Branding solely and strictly for the purpose of promoting, marketing and advertising the Contest and the Sponsor’s involvement in the Contest.
Neither party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other party which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature (“Confidential Information”) except as strictly necessary to perform its obligations or exercise its rights under this Agreement PROVIDED THAT this provision shall not apply to Confidential Information:
i. Which the receiving party is able to prove was already in its possession at the date it was received or obtained or which the receiving party obtains from some other person with good legal title to the same or which is independently developed by or for the receiving party; or
ii. Which comes into the public domain otherwise than through the default or negligence of the receiving party; or
iii. Which the receiving party is required to disclose by law or applicable regulatory authority.
In all cases each party shall inform the other party immediately upon becoming aware or suspecting that an unauthorized person has become aware of Confidential Information, or that an unauthorized disclosure of Confidential Information has been made.
Each party shall ensure that its personnel, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms as this Clause 8. The provisions of this Clause 8 shall continue in force not with standing termination or expiry of this Agreement.
8. Limitaion of Liability and Indemnity
Neither the Contest Organizer nor any of its respective agents shall be liable to the Sponsor under this Agreement in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under this Agreement (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).
The Contest Organizer’s total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement shall be limited to the total Fees paid by the Sponsor for the relevant Contest in connection with which such liability arises.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
Nothing in this Agreement purports to exclude or limit the Sponsor’s liability for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or any liability that cannot be excluded by law.
The Sponsor shall on demand indemnify and keep indemnified the Contest Organizer against all costs, claims, demands, proceedings and losses whatsoever made against or incurred by the Contest Organizer, its employees, agents or contractors as a result of any breach of any term(s) of this Agreement by the Sponsor, its agents, contractors or employees.
i. Assignment: The Sponsor shall not be entitled to assign, transfer or delegate to a third party, any rights or obligations of the Sponsor arising under this Agreement. The Contest Organizer shall be entitled to assign the benefit (subject to the burden) of this Agreement without notice to or consent from the Sponsor.
ii. Notices: Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and may be given either personally or by email.
Any notices served on the Sponsor to the details provided by the Sponsor at the time of executing the contract shall be deemed as correctly notified.
iii. Set-off: The Contest Organizer reserves the right to set off any indebtedness of the Sponsor to the Contest Organizer against any indebtedness of the Contest Organizer to the Sponsor.
iv. No waiver: No waiver by the Contest Organizer of any provisions of this Agreement or any of its rights under this Agreement shall have effect unless given in writing and signed by any director of the Contest Organizer. The Contest Organizer’s rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to the Sponsor.
v. Cumulative remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, except as expressly provided, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing in law or in equity or by statute or otherwise.
vi. Headings: The headings in this Agreement have been inserted for reference only and do not affect their interpretation.
vii. Relationship: Nothing in this Agreement shall create a relationship of landlord and tenant between the Contest Organizer and the Sponsor or give the Sponsor any estate or interest at the Contest.
viii. Severability: The provisions contained in each clause, and sub-clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provisions were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.
ix. Supplementary regulations and instructions: Notwithstanding any other provision of this Agreement, the Contest Organizer reserves the right to issue supplementary regulations or instructions in addition to those in this Agreement to ensure smooth management of the Contest. Any additional written regulations or instructions shall be deemed to form part of these terms and conditions and shall be binding on the Sponsor.
Information supplied to the Contest Organizer may be used for publication (where the Sponsor provides details for inclusion in the Contest directory or catalogue and website) as well as to provide the Sponsor with services and also information about the Contest Organizer’s products or services in the form of direct marketing activity by phone, fax or post.