The Small Print That Sponsors Love
Last updated: 16th May 2020
This is a sponsorship agreement between ScubaClick Ltd, 75 Kings Road West, Swanage, Dorset, BH19 1HJ, United Kingdom ("the Organiser") and the Sponsor ("the Sponsor") and the Venue Owner ("the Owner"). It is now agreed as follows:
- "Event" means Scuba Digital 2020 (from 23-26 October 2020).
- "Event Manager" means the person appointed by the Organiser to manage the Event and co-ordinate all contractors, sponsors, concessionaires and other participants.
- "Intellectual Property" means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, know-how, creations and inventions, together with all rights which are derived from those rights.
- "Fee" means the price for the sponsorship agreement.
- "Term" means the period from today until the date seven days after the last day of the Event, now scheduled to be 26th October 2020.
- "Venue" means primarily the online platform for Scuba Digital.
In this agreement unless the context otherwise requires:
2.1. A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
2.2. Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.3. Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
2.4. In this agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
2.5. The headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation.
2.6. All money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.
3. Warranties for authority
Each of the parties warrant that:
3.1. it has power to enter into this agreement and has obtained all necessary approvals to do so.
3.2. it is not aware of anything within its reasonable control which might or will adversely affect its ability to fulfil its obligations under this agreement.
3.3. it is not insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other right over or against its assets.
4. Relationship of parties
4.1. Nothing in this agreement shall create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for in this agreement.
4.2. Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.
5. Entire agreement
5.1. This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
5.2. Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
6. The Venue Owner
The Owner joins in this agreement only to agree that:
6.1. he accepts and approves of the terms so far as they affect his venue;
6.2. he will not obstruct the performance of the agreement by either party;
7. Grant of sponsorship rights
7.1. The Organiser now warrants that he owns and/or controls the Event and that accordingly the rights and licences granted by this agreement will not infringe the rights of any third party.
7.2. The Organiser now grants to the Sponsor the rights and licences set out in this agreement for the Term and for the Fee and subject to the terms and conditions set out below.
7.3. The rights and licences granted by this agreement are not restricted to any particular industry sectors / product ranges and is worldwide.
7.4. If this agreement is renewed for a future Event, the obligations of the parties created by this agreement shall continue for so long as a future agreement shall last.
8. Sponsorship Fee and payment
8.1. As payment for the rights and licences granted by this agreement, the Sponsor will make the following payments to the Organiser, namely:
8.1.1 on signing this agreement;
8.1.2 by 14 days after the date of this agreement Unless within 14 days before the event in which case on the date of signing the agreement.
8.2. All sums due under this agreement:
8.2.1 shall be made in full, without any set-off or counter claim and without deduction of or withholding for any tax now or subsequently imposed by or in any country.
8.2.2 shall be paid in USD by bank transfer into the Organisers account. Details will be provided.
8.3. If any applicable law requires any tax or charge to be deducted before payment, the amount due under this agreement shall be increased so that the payment made will equal the amount due to (party) as if no such tax or charge had been imposed.
8.4. Any sum due under this agreement not expressed in Sterling shall be converted into USD at the official rate of exchange in London at the close of business on the last day before the payment became due.
8.5. Where credit has been agreed in writing between the parties, all invoices shall be paid by the Sponsor within 30 days of the date of invoice.
8.6. No right of set off shall arise.
8.7. In addition to payment of the Fee, the Sponsor May provide a donation to one of the four raffles that will take place during the event. Any such donation will need to be provided in the form of a voucher with a given value for a service or product. The voucher must be provided electronically to the organiser at the same time as the fees for sponsorship.
9. Sponsorship rights granted
In consideration for the payment by the Sponsor of the Fee, the Organiser hereby grants to the Sponsor the following sponsorship rights
9.1. to be designated as an "Official Sponsor” of the "Scuba Digital Event" throughout the Term.
9.2. to use the Intellectual Property of the Organiser so far as it relates to the Event, in all its marketing and promotional materials in any format or medium inside and outside of the Venue.
9.3. to advertise at the Venue:
9.3.1 as a sponsor in the event Sponsor listings
9.3.2 as a Sponsor listed on the Scuba.Digital website
9.3.3 as part of a presentation on the main stage (subject to your level of sponsorship)
9.3.4 in a dedicated open Session at the event
9.3.5 in a dedicated Expo Booth at the event
9.4. to receive free editorial, advertisements and accreditation with the Official Sponsor status in:
9.4.1 the Event programme, subject to the sponsor making a presentation on the stage.
9.5. to receive 2 entry tickets to the Event free of charge
9.6. the right for the Sponsor to offer for sale during the Event their services / products
9.7. to organise and stage press conferences at the Venue, subject to advance approval by the Organiser.
10. Joint obligations each of the parties agrees and undertakes to the other that he will:
10.1. co-operate fully and in good time with the other so as to ensure that the rights granted in this agreement are delivered to the reasonable expectations of the Sponsor.
10.2. not make a press announcement in respect of this agreement or any effect of it without the agreement of the other of them as to medium, time and text.
10.3. not do anything which prejudices or defames the other of them whether related to the Event or any aspect of this agreement.
11. Obligations of Sponsor
The Sponsor now acknowledges and undertakes that he will:
11.1. provide whatever information the Organiser reasonably requires in order to approve the promotional material of every sort which the Sponsor intends to use in connection with the Event.
11.2. offer for sale in connection with the Event only services / goods of at least as high a standard as he offers for sale elsewhere in the normal course of business.
11.3. insure all products / services sold in connection with the Event against risks usual to that product / service.
11.4. comply at all times with the reasonable requests of the Event Manager.
11.5. exercise all rights granted in this agreement in accordance with the law.
11.6. at all times comply with his legal obligations in respect of the sale of the goods or services to consumers and indemnify the Organiser against any loss or damage arising from such sale to a consumer.
12. Obligations of Organiser
The Organiser undertakes to the Sponsor that he will:
12.1. stage the Event in accordance with the Event programme
12.2. not allow to be sold at the Event any product and/or service which is competitive with the product and/or service of the Sponsor.
13. Photography, Video, Recording & Streaming
13.1 The Sponsor is prohibited from recording and distributing screencasts, screenshots and chat sequences or other areas of the Event without prior written permission. This also applies to his/her own website.
13.2 The Sponsor is also prohibited from streaming to another platform, such as YouTube, without prior written permission.
13.3 The Sponsor agrees that the Organiser may record and broadcast photographs, streams and videos of the Sponsor's stand, the event and the Sponsor's staff during the event and the Sponsor authorises this for any promotional use by the Organiser.
14. Referral Program
14.1 After registration, the Sponsor will receive a referral link from the Organiser, which enables the Sponsor to actively promote the event. The Organiser will pay the Sponsor a 20% commission based on the net ticket amount for valid referred ticket sales.
14.2 It is solely at the Organiser's own discretion to consider ticket sales as valid within the scope of these Terms and Conditions.
14.3 The Sponsor may only advertise the event on his/her own website, his/her own social media platforms and his/her own email list.
14.4 The Sponsor is not permitted to advertise the event through PPC ads, brand bidding or other forms of paid advertising. He/She is also not permitted to advertise the event on websites that contain "Scuba Digital" in the URL.
14.5 There is no entitlement to commission payment for ticket sales that have not been tracked as referrals on the event platform. This can occur, for example, if the referred ticket buyer blocks cookies.
14.6 Similarly, there is no entitlement to commission payments for ticket sales that have been made on platforms other than those permitted in 14.3, that have been made in violation of 14.4, or that have been made with fraudulent intent.
14.7 If the Sponsor fails to attend the event without notice, or cancels this contract less than seven days before the date fixed for the event, he/she will lose any commissions earned through ticket sales and any payments due within the contract will not be paid.
14.8 No commission will be paid for refunded tickets.
14.9 Commissions for valid ticket sales will be paid to the Sponsor within 30 days of the end of the event.
14.10 Commissions will only be paid if a commission of at least $50 has been earned by the end of the event. Otherwise the claim for payment of a commission is void.
14.11 If fees occur for the payment of commissions, these shall be borne by the Sponsor.
The Organiser agrees to indemnify the Sponsor against any loss, damage or liability, suffered by the Sponsor at any time and arising out of:
15.1. any act, neglect or default of the Organiser or his agent or employee;
15.2. failure by the Organiser to comply with any law or requirement relating to health or safety of any person;
15.3. any act, including a criminal act, of any spectator;
15.4. any other circumstance, including liability to any third party for death or injury, other than the negligence of the Sponsor.
16. Protection of intellectual property of Organiser
16.1. The Sponsor acknowledges that he has no right nor interest in the Intellectual Property of the Organiser and that this agreement gives him no rights beyond those strictly specified in this agreement and agrees that he will:
16.1.1 indemnify the Organiser for any liability to third parties arising from his misuse of the Intellectual Property;
16.1.2 not to use any name or mark similar to or capable of being confused with any used by the Organiser;
17. Data Protection Act 2018 Compliance
17.1. To satisfy the Organiser’s s and the Sponsor’s legal obligations in connection with the personal data of a customer or client located in the European Union, each of the Organiser and the Sponsor agrees that he will comply with the principles set out in the Data Protection Act 2018. These are fully described in the Schedule, which forms part of this agreement.
17.2. Those obligations shall continue to apply after expiry or termination of this agreement for any reason.
18. Right to renew
18.1. If the Organiser holds an Event similar to this Event in any year between now and 2025, he shall offer sponsorship to the Sponsor in the terms of this agreement, except that:
18.1.1 the fee shall increase each year by the percentage amount published in the last previous month by which retail prices have increased (the Retail Price Index).
19.1. Either party may terminate this agreement before the expiry of the Term if the other party:
19.1.1 commits a material breach of this agreement;
19.1.2 ceases to carry on business, has a receiver or administrator appointed over all or any part of its assets or undertakings, enters into any compromise or arrangement with its creditors or takes or suffers any similar action in consequence of a debt or other liability;
20. Consequences of termination
After this agreement terminates:
20.1. the licences granted directly and indirectly by this agreement terminate and accordingly, the Sponsor may no longer use the Intellectual Property of the Organiser nor exploit in any way the relationship created by this agreement;
20.2. the Sponsor shall immediately stop using the Intellectual Property;
20.3. each party shall give back to the other all physical goods, including paper goods, previously supplied by the other of them;
20.4. rights, liabilities and obligations accrued under this agreement shall not terminate.
21.1. Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written consent of the other party, except that:
21.2. a party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
22. Miscellaneous matters
22.1. The schedules, if any, to this agreement are part of the agreement and have the same force and effect.
22.2. No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
22.3. The parties acknowledge and agree that this agreement has been jointly drawn by the parties and accordingly it should not be construed strictly against either party.
22.4. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
22.5. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
22.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
22.7. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
22.8. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
22.9. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
22.10. Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement.
22.11. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and the parties agree that any dispute arising from it shall be litigated only in that country.
Data Protection Act 2018 Compliance
In this Schedule, the following words shall have the following meanings:
- "Act" means the Data Protection Act 2018.
- "Associate" means any corporate or other form of organisation or any individual person with whom the Organiser and the Sponsor has an association which does, or could, entail the transfer of personal data for processing.
- "ICO" means the Information Commissioner’s Office.
- "Data Protection Legislation" means all or any of: (a) the GDPR, (b) the applied GDPR, (c) the Act, (d) regulations made under the Act (e) regulations made under section 2(2) of the European Communities Act 1972 which relate to the GDPR or the Law Enforcement Directive.
- "the GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
- "the applied GDPR" means the GDPR as applied by Chapter 3 of Part 2 of the Act.
- "Law Enforcement Directive" means Directive (EU) 2016/680 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and on the free movement of such data, and repealing Council Framework Decision 2008/977/JHA.
- "data controller", "data processor", "sub-processor", "data subjects", "personal data", "process", "processed" and "processing" shall have the meanings respectively, as defined in the Act. In this agreement, “personal data”, is limited to data which comes into the control of each party in some way connected to this agreement.
2. Data Protection
2.1. The obligations described in this Schedule are in addition to the parties’ obligations under the Data Protection Legislation.
2.2. The Organiser and the Sponsor agrees that personal data may move between the Organiser and the Sponsor and vice versa in such a way that either of the Organiser and the Sponsor may be controller of some personal data and processor of others.
2.3. Details of the anticipated processing activities are set out at Appendix 1 to this Schedule.
3. How the Organiser and the Sponsor shall process data
Each of the Organiser and the Sponsor agrees that it shall at all times comply with the provisions and obligations imposed by the Data Protection Legislation and, in particular, shall:
3.1. process personal data only to the extent necessary to provide their respective obligations under this agreement and only in accordance with prior written instructions of the other (if required);
3.2. immediately inform the other party if its instruction infringes the Data Protection Legislation;
3.3. ensure that every person processing personal data under this agreement does so strictly on a need-to-know basis, has received training on their obligations relating to handling of personal data and is bound by confidentiality obligations no less stringent than our confidentiality obligations under this agreement;
3.4. in order to use commonly accepted international communications and money transfer protocols, it will be necessary to use sub-contractors for certain service provision. The parties shall not necessarily be aware of the identity of every organisation involved in the train of communications. When that happens, each of the Organiser and the Sponsor accepts full responsibility for compliance with the Data Protection Legislation.
3.5. subject to the exceptions mentioned in the last previous sub-paragraph, the Sponsor will not use sub-processors for personal data processing under this agreement without prior written consent of the Organiser.
3.6. wherever possible, enter into a written contract with each such sub-processor, which includes the same obligations on the sub-processor as those imposed on each of the Organiser and the Sponsor under this agreement.
3.7. subject to the other provisions of this Schedule, not process personal data or permit any third party to process personal data outside of the European Economic Area (EEA) unless:
3.7.1 EU standard contractual clauses approved by the European Commission or the ICO are entered into between the Organiser and the Sponsor or relevant Associate as data exporter, and the relevant recipient of the personal data as data importer; or
3.7.2 the recipient of the personal data has entered into a data processing agreement with the data exporter; or
3.7.3 the recipient of the personal data is regulated within the United States of America solely by the U.S. Department of Commerce, is certified under the EU/US Privacy Shield framework, and continues to be certified for the period within which it processes the personal data; or
3.7.4 the recipient of the personal data has entered into binding corporate rules, which are valid in respect of the processing of personal data under this agreement and have been approved by the European Commission or the ICO; or
3.7.5 the transfer is to a recipient located within a jurisdiction whose law relating to the processing of personal data has been approved by the European Commission or the ICO (subject to any applicable restrictions).
3.8. have in place at all times appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the personal data, to prevent accidental, unauthorised or unlawful destruction, loss, alteration, or access to personal data, including as a minimum whatever security measures the Organiser and the Sponsor requires of each other and notify to that other. Examples of such measures are:
3.8.1 the pseudonymisation and encryption of personal data;
3.8.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and
3.8.3 a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing;
3.9. maintain a written record of all categories of processing activities carried out on behalf of the other party and when that other party asks, copy the record to him. The record shall contain:
3.9.1 name and contact details and (where applicable) those of our approved sub-processors and details of their respective data protection officers;
3.9.2 the categories of personal data, data subjects and processing activities carried out on behalf of the Organiser and the Sponsor or Associates;
3.9.3 where applicable, transfers of personal data to a third country (i.e. non-EU Member State) or an international organisation, including identification of that third country and documentation evidencing implementation of suitable safeguards; and
3.9.4 a general description of the technical and organisational security measures we have installed as referred to in Article 32(1) of the GDPR;
3.10. when the Organiser asks, give to the Organiser or to the ICO, access to the Sponsor’s employees, data processing facilities, procedures, and records to inspect and audit compliance with the Data Protection Legislation and the terms of this agreement. The Organiser and the Sponsor agree that each of the Organiser and the Sponsor shall (and shall ensure any sub-processor shall) give all reasonable cooperation and assistance.
3.11. immediately tell the other party (and in any event within 24 hours) after becoming aware of any actual or suspected unlawful destruction, loss, alteration, disclosure of, or access to, personal data transmitted, stored or otherwise processed by us or any sub-processor under this agreement;
3.12. provide reasonable assistance to each other in:
3.12.1 responding to data subject's requests to exercise their rights under the Act;
3.12.2 responding to communications received from the ICO relating to the processing of personal data under this agreement, including notifying the other immediately of any such communication;
3.12.3 taking measures to address data security incidents, including, where appropriate, measures to mitigate their possible adverse effects;
3.12.4 promptly upon request, transfer personal data to a third party in compliance with a request from a data subject to exercise their right to data portability;
3.12.5 make available to other on request all information necessary to demonstrate compliance with the obligations set out in this Schedule; and
3.13. at the Organiser’s request (no more than once in every calendar year) the Sponsor shall complete and return without delay information security and data protection questionnaires.
4. Post termination
4.1. Upon termination the Organiser and the Sponsor and any sub processor shall:
4.1.1 physically destroy all copies of media upon which any personal data was supplied and any further copies;
4.1.2 return all personal data stored in hard copy to other party;
4.1.3 delete all personal data stored in soft copy, by some method which prevents future re-activation of that data;
4.1.4 certify within 14 days of such request that the requirements of this paragraph have been complied with.
4.2. Where either the Organiser and the Sponsor or his processor, sub-processor is required to retain personal data in order to comply with applicable law, that party will tell the other party and will retain such personal data only in the capacity as set out in this Schedule and shall comply with the obligations as far as applicable law permits.
5. Warranty and acceptance of liability
5.1. Each party represents and warrant that the information provided in any response to any request by other shall be complete, true and accurate, and will not misrepresent his business or practices in respect of his ability to comply with the Data Protection Legislation and his obligations under this agreement.
5.2. If any act or omission of a party or his processors, sub-processors results in data transmitted or processed under this agreement being lost or degraded so as to be unusable, then that party shall be liable to the other for the cost of reconstituting the data and/or his and his Associate's costs in recreating such data.
Appendix 1 to Schedule
Data Processing Activities
What either party may process in each category
1. The Organiser and the Sponsor shall process this basic personal data
1.3. Email address
1.4. Telephone number
1.5. Product, service, technology or other business-associated information together with information relating to electronic communication, which may be personal information only when associated with the name or identity of the data subject.
1.6. Technical information relating to electronic communication, which is personal information only when associated with the name or identity of the data subject
2. Processing the data of these data subjects
The Customers or prospective customers of the parties who do now or might in the future use the products together with any other people whose data is acquired in the course of business between the parties.
3. This is why and how the Organiser and the Sponsor shall process personal data
3.1. Personal data will be processed in order to satisfy the respective obligations of the Organiser and the Sponsor under this contract.
3.2. Personal data will be processed in ways that are usual and reasonable in conducting the businesses of sponsorship.
4. Retention period
4.1. Each of the Organiser and the Sponsor may retain personal data, along with much other data, for six years, for these reasons:
4.1.1. for accounting and taxation purposes;
4.1.2. to provide evidence if required in connection with a legal claim;
4.1.3. for any other reason where the law provides a six years limitation period;
4.2. If any event occurs which requires the Organiser or the Sponsor lawfully to continue to retain data beyond that period, then it may do so.