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 9;
Event means The Maritime Standard Awards described in the Sponsorship Agreement;
Sponsorship Fees means the fees payable by the Sponsor under the Sponsorship Agreement in order to sponsor the Event; hereinafter also referred to as ‘Fees’;
Organizer or Event Organizer means Flagship Events LLC or its permitted assignees;
Organizer Branding means such branding as may be provided by the Event Organizer to the Sponsor for use by the Sponsor in connection with the Event;
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 Event Sponsor;
Sponsor Branding means such branding as may be provided by the Sponsor to the Event Organizer in connection with the Event;
Venue means the venue at which the Event is held, as set out on the Sponsorship Agreement or otherwise notified by the Event Organizer to the Sponsor in writing.
1. APPLICATION AND AGREEMENT
The Event 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 Event 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 in two instalments: 80% of the Sponsorship Fees on sign up and 20% of the Sponsorship Fees 3 months prior to the Event. On receipt of the signed Sponsorship Agreement, the Event Organizer will invoice the Sponsor for 80% of the Sponsorship Fee. The remaining 20% of the Sponsorship Fee is due 3 months before the event.
If the Sponsorship Agreement is contracted within 3 months of the Event, then payment shall be made in one instalment of 100% of the Sponsorship Fees. On receipt of the signed Sponsorship Agreement, the Event Organizer will invoice the Sponsor for the full amount of the Sponsorship Fee.
Unless otherwise agreed by the parties and stated in the Sponsorship Agreement, Sponsorship Fees shall be paid by the Sponsor within 30 days of the invoice date for such Fees. If a shorter payment period for payment of Fees (or part of them) is agreed by the Sponsor and recorded in the Sponsorship Agreement, such shorter period shall apply. In all cases Fees shall in any event be paid at least 90 days before the commencement of the Event. 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 Event Organizer shall be entitled in its sole discretion to deem that the Sponsor has cancelled its sponsorship for the event and to exercise its rights pursuant to clause 3 (Cancellation and Resale of Sponsorship item).
Instructions for payment will be indicated on all invoices which will be issued to the Sponsor by the Event Organizer. Bank transfer payments: All bank charges payable on transfers have to be borne by the Sponsor.
Sponsors whose Sponsorship Fee remains unpaid 30 days before the commencement of the Event will be denied access to the Event/ Venue.
If any amounts payable under this Agreement are not paid to the Event Organizer by their due date for payment (whether Fees, Cancellation Charges or otherwise), then the Event Organizer shall be entitled to charge interest on such sum from the due date for payment at the rate of 12% per annum on all late payments post due date as per the invoice.
3. Cancellation by Sponsor
If the Sponsor cancels the Sponsorship 3 months prior to the Event, a Cancellation Charge of 50% of the Sponsorship Fee will apply.
If a Sponsor cancels the Sponsorship within 3 months of the Event, the Sponsor agrees to pay 100% of the contracted Sponsorship Fee as Cancellation Charge.
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 Event Organizer.
Upon receipt of Sponsorship cancellation notice, the Event 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 Event Organizer as a result of the Sponsor’s cancellation and that they do not represent a penalty. For the avoidance of doubt, the Event Organizer is not required to mitigate its losses and/or costs in such circumstances and the Cancellation Charge shall remain payable even where the Event Organizer is able to resell the sponsorship item.
4. Postponement and Cancellation by the Event Organizer
The Event Organizer shall be relieved of its obligations under this Agreement in the event that the holding of the Event by the Event Organizer, the performance by the Event Organizer of any of its material obligations under this Agreement and/or the attendance at the Event 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 Event 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, events and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).
In the event of force majeure, the Event Organizer may cancel, amend the date of the Event or change the Venue or otherwise alter the Event. Should the Event be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Event Organizer including but not limited to any of the force majeure events as identified in the preceding paragraph, the Event 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 Event. The Event 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. Termination by Event Organizer
On termination of the contract for reasons other than force majeure as mentioned in clause 4, the Sponsorship Fee paid by the Sponsor shall be refunded to the Sponsor without any interest and at the prevalent currency exchange rate by the Event Organizer.
6. Event venue, date, time and layout
The Event Organizer reserves the rights to determine, and if it deems necessary, alter at its sole discretion, in each case without liability:
1) The location and/or size of the Venue;
2) The timings for the Event;
3) The term or duration of the Event;
4) The date or dates on which the Event is to be held;
5) The layout of the Event generally;
6) The format of the Event
7) The content of the Event
8) The entrances and exits to and from the Event; and
9) Any and all other technical or administrative details in respect of the Event.
The Event Organizer will use reasonable endeavors to notify the Sponsor of any changes or alterations to the Event 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 Event Organizer to benefit and safeguard the value of the Event as a whole. In the unlikely event that any material changes or alterations are detrimental to the Sponsor, the Sponsor further acknowledges and agrees that the Event Organizer may at its discretion and without obligation apply a pro rata reduction to the Fees or part of them to compensate the Sponsor for any material detriment so offered and that this shall be the Sponsor’s sole remedy in this regard.
7. USE OF BRANDING
7.1 Subject to the Sponsor complying with the provisions of this Agreement, the Event 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 Event, to use the Event Organizer Branding solely and strictly for the purpose of reasonably promoting, marketing and advertising its participation in the Event.
7.2 Subject to the Event Organizer complying with the provisions of this Agreement, the Sponsor hereby grants the Event 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 Event and the Sponsor’s involvement in the Event.
8. GOVERNING LAW AND JURISDICTION
These terms and conditions will be governed by the laws of the Emirate of Dubai and such federal laws of the UAE applicable in the Emirate of Dubai and disputes under or in connection with them shall be subject to the non-exclusive jurisdiction of the Courts of Dubai.
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 9. The provisions of this Clause 9 shall continue in force notwithstanding termination or expiry of this Agreement.
10. LIMITATION OF LIABILITY AND INDEMNITY
This Clause 10 sets out the entire liability of the Event Organizer (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Sponsor in respect of:
i. Any breach of this Agreement;
ii. Any use made by the Sponsor of the Sponsorship; and
iii. Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Neither the Event 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 Event 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 Event 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 Event Organizer against all costs, claims, demands, proceedings and losses whatsoever made against or incurred by the Event 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 Event 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 or by facsimile transmission or by post. Notice to the Event Organizer delivered in person or by post must be to the address of Flagship Events LLC, P.O.Box 25980, Dubai, U.A.E. Notice to the Event Organizer by facsimile transmission must be sent to +971 4 380 5509. Notice to the Event Organizer by email must be sent to firstname.lastname@example.org
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 Event Organizer reserves the right to set off any indebtedness of the Sponsor to the Event Organizer against any indebtedness of the Event Organizer to the Sponsor.
iv. No waiver: No waiver by the Event 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 Event Organizer. The Event 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 Event Organizer and the Sponsor or give the Sponsor any estate or interest at the Event.
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 Event Organizer reserves the right to issue supplementary regulations or instructions in addition to those in this Agreement to ensure smooth management of the Event. 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 Event Organizer may be used for publication (where the Sponsor provides details for inclusion in the Event directory or catalogue and website) as well as to provide the Sponsor with services and also information about the Event Organizer’s products or services in the form of direct marketing activity by phone, fax or post.