DIVERSITY UMBRELLA

Event – Terms and Conditions

These terms and conditions shall apply to sponsorship, ticket, or table sales.

1. Interpretation

1.1 In the context of this Agreement, the following words and phrases shall have the meanings set out below:

“Event” – the British Diversity Awards / European Diversity Awards / Rainbow Honours (delete as applicable).
“Exclusive” – no licence or right granted to the Sponsor herein and described as Exclusive shall be granted by the Event Owner to any other person in the UK in relation to the Event, save as may be expressly permitted in this Agreement.
“Proprietary Rights” – all existing and future intellectual property rights attaching to the Event including, without limitation, copyright, registered and unregistered trademark and design rights, and the accompanying goodwill.
“Sponsor Logo” – the logo provided by the Sponsor to the Event Owner for use in connection with the Sponsorship Rights only.
“Sponsorship Rights” – the sponsorship rights as detailed in Clause 3 below.
“Venue” – as set out in the sponsorship marketing information.

2. Sponsorship Fee

2.1 In consideration of the grant of the Sponsorship Rights by the Event Owner to the Sponsor, the Sponsor shall pay to the Event Owner the agreed fee: 100% payment within 30 days of the invoice date. Where the order is received within 40 days prior to the commencement of the Event, the total amount becomes payable immediately.

2.2 Value Added Tax (or its equivalent) has not been included in the Sponsorship Fee and, where applicable, shall be paid by the Sponsor upon provision of the appropriate VAT invoice.

2.3 All amounts paid by the Sponsor after the due date will bear interest, calculated on a daily basis, at the rate of 8% (or the highest rate permitted by law, if lower) above the Bank of England base rate per annum, from the due date until payment is received. If the Sponsor fails to pay, they will be responsible for all expenses (including reasonable legal fees) incurred by the Event Owner in collecting the amounts due.

3. Sponsorship Rights

In consideration for the payment by the Sponsor of the Sponsorship Fee, the Event Owner hereby grants to the Sponsor the following Sponsorship Rights (where applicable):

3.1 The right to be designated as an Official Sponsor of the Event (or such similar designation as may be agreed between the parties).
3.2 The right to the number of free spaces at the Event, if applicable.
3.3 The right to nominate the Sponsor Logo.
3.4 The right to have the Sponsor Logo on all pre-event promotional material (flyers, emails) and on all show material, including AV presentation.
3.5 The right to have information packs inserted in all delegate folders (where provided), subject to approval by the Event Owner.
3.6 The right to have the Sponsor Logo displayed as “XXXXXXX” of the “XXXXXXXXXXXXXX”.
3.7 Official billing and social media support as “XXXXXXXXXXX”.

4. Obligations of Sponsor

The Sponsor hereby warrants to the Event Owner that:

4.1 It shall not use or permit the use of any rights or licences granted herein in a manner which, in the reasonable opinion of the Event Owner, is prejudicial or defamatory to the image and/or reputation of the Event, the Event Owner, or the Venue.

4.2 The Sponsor acknowledges that the Event Owner owns and/or controls the Event and the Proprietary Rights, and agrees it has no right, title, or interest therein save as licensed under this Agreement. The Sponsor shall not seek to acquire such rights, nor use the Sponsorship Rights except as authorised herein. The Sponsor shall:

4.2.1 Provide all required information, details, and samples of advertising or products to the Event Owner for approval.
4.2.2 Notify the Event Owner of any suspected infringement of Proprietary Rights but take no action unless requested.
4.2.3 Execute documents and provide assistance reasonably required to protect Proprietary Rights.

4.3 The Sponsor shall not share any rights granted herein or engage in joint promotions without prior written consent.
4.4 The Sponsor shall supply, at its cost, finished artwork (logos, branding, etc.) within deadlines set by the Event Owner.
4.5 The Sponsor warrants ownership or rights to use the Sponsor Logo and materials supplied. Evidence may be requested.
4.6 The Sponsor shall not issue any press or media announcement relating to Sponsorship Rights without Event Owner approval.

5. Obligations of Event Owner

The Event Owner hereby warrants to the Sponsor that:

5.1 It owns and/or controls the Event and the Proprietary Rights, and the Sponsor’s use of Sponsorship Rights shall not infringe any third-party rights.
5.2 The Event shall be staged in accordance with the Event Format.
5.3 Sponsorship Rights shall be delivered, and all Sponsor signage/advertising shall be properly displayed.
5.4 Press releases involving the Sponsor shall be approved in advance by both parties (not unreasonably withheld).
5.5 Reasonable requests for joint promotional activity shall be considered.
5.6 The Event Owner shall uphold the Sponsor’s reputation and shall not engage in conduct damaging to its image.
5.7 The Event Owner shall maintain appropriate insurance for the Event.
5.8 The Event Owner acknowledges the Sponsor owns/controls the Sponsor Logo and shall not endanger such rights.
5.9 If the Event date changes, the Sponsor shall be notified at least three months in advance. Agreements remain valid, with no refunds under any circumstances.

6. Termination

6.1 Unless agreed otherwise, the Sponsorship Fee must be paid in full.
6.2 If the Sponsor cancels, the Sponsorship Fee must still be paid in full within 30 days.
6.3 If the Event Owner cancels or postpones, the contract terminates automatically and the Sponsorship Fee shall be repaid.
6.4 Rolling sponsorship agreements renew annually unless terminated in writing within 3 months of the previous Event.
6.5 If control of either party changes, the Agreement transfers automatically to the new owner/sponsor.

7. Consequences of Termination

Upon termination, the Sponsor shall:

7.1 Lose all Sponsorship Rights, which revert to the Event Owner.
7.2 Return all materials (artwork, samples, etc.) to the Event Owner at its own cost.
7.3 Cease use of any rights or licences under this Agreement.
7.4 Immediately cease business under this Agreement.
7.5 Note that termination is without prejudice to accrued rights of either party.

8. Force Majeure

8.1 Neither party shall be deemed in breach if prevented from performing due to force majeure.
8.2 Obligations shall be suspended during force majeure and resumed thereafter.
8.3 Force majeure includes (but is not limited to): fire, flood, accident, strike, industrial action, riot, Act of God, legislation, war, or other events outside reasonable control (excluding financial inability).

9. General

9.1 All terms of this Agreement are confidential, except where disclosure is required by law.
9.2 Nothing in this Agreement creates a partnership, joint venture, or agency.
9.3 Variations must be in writing and signed by both parties.
9.4 The Sponsor may not assign or delegate rights without written consent.
9.5 Waivers must be in writing and apply only to the specific breach waived.
9.6 Any void or unenforceable term shall be severed or amended without affecting the remainder.
9.7 Shortlisted nominees must attend the Event; failure may result in removal from the shortlist.
9.8 Notices must be in writing and delivered by hand or first-class post. Delivery is deemed immediate by hand, or after 48 hours by post.
9.9 This Agreement constitutes the entire agreement between the parties, superseding all prior arrangements. No party shall have remedies for statements not contained herein (except for fraud).
9.10 This Agreement shall be governed by English law, with exclusive jurisdiction of the English courts.