Terms and Conditions

These are the current Terms & Conditions. Please refer to your contract for the terms and conditions applicable to it.

MARKETKEY LIMITED

SPONSORSHIP TERMS AND CONDITIONS

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties' rights or the performance of their obligations, including (but not limited to) the Bribery Act 2010.

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the date described in clause 2.3 and as specified in the Sponsor Confirmation Form.

Commercial Rights: any and all rights of a commercial nature connected with an Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

Conditions: these terms and conditions, as amended from time to time in accordance with clause 20.3.

Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, subcontractors or advisers to the other party and that party's employees, officers, representatives, subcontractors or advisers whether before or after the Commencement Date in connection with the Contract.

Contract: the contract between the Organiser and the Sponsor for the provision of the Sponsorship Package in accordance with these Conditions and the relevant Sponsor Confirmation Form.

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

Event: an event or series of events as specified in the Sponsor Confirmation Form, which is to take place between an Event Start Date and an Event End Date at a Venue, and “Events” shall be interpreted accordingly.

Event End Date: the date on which an Event is to end, as specified in the Sponsor Confirmation Form.

Event Start Date: the date on which an Event is to begin, as specified in the Sponsor Confirmation Form.

Event Marks: the trade marks to be used for all promotion, advertising and marketing of an Event, as set out in the Media Pack, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with an Event or in the exercise of the rights in the Sponsorship Package.

Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation:

a) acts of God, flood, drought, earthquake or other natural disaster;

b) epidemic or pandemic;

c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

d) nuclear, chemical or biological contamination or sonic boom;

e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

f) collapse of buildings, fire, explosion or accident;

g) any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

i) interruption or failure of utility service.

Insolvency Event: means any of the following:

a) a party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of sections 123 of the Insolvency Act 1986; or

b) an order is made or a resolution is passed for the winding up of a party or the appointment of a liquidator; or

c) an administrator, administrative receiver or receiver is appointed, or there is an application for the appointment of any of the above or for an administration order, in respect of the whole or any part of a party’s assets or business; or

d) a party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Media Pack: the pack of information provided or made available by the Organiser to the Sponsor containing the Event Marks and other information relevant to an Event.

Organiser: Marketkey Limited incorporated and registered in England and Wales with company number 05900426 whose registered office is at The Metal Box, 30 Great Guildford Street, London, SE1 0HS United Kingdom.

Sponsor: the person or entity to whom the Organiser is providing the Sponsorship Package in relation to an Event, as specified in the Sponsor Confirmation Form.

Sponsor Booking Form: the booking form which a Sponsor completes in order to apply to be granted a Sponsorship Package for an Event.

Sponsor Confirmation Form: the form signed by the Organiser and the Sponsor setting out the commercial terms which have been agreed between the parties in relation to an Event and which form part of the Contract between the parties together with these Conditions.

Sponsor's Marks: the trade marks provided by the Sponsor to the Organiser in accordance with clause 6.1.2, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.

Sponsor's Products: the products or services specified in the Sponsor Confirmation Form.

Sponsor's Event Materials: any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor's Products with an Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor's Products.

Sponsorship Fee: the sum(s) set out in the Sponsorship Confirmation Form and payable in accordance with clause 5.

Sponsorship Package: the bundle of rights granted to the Sponsor as set out in the Sponsor Confirmation Form, which includes the licence of the Event Marks granted in clause 3.1.1.

Term: has the meaning given in clause 4.1.

VAT: value added tax chargeable in the UK.

Venue: means the premises where an Event is to take place, as specified in the Sponsor Confirmation Form.

Website: the Organiser’s website, https://www.pi.tv.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established

1.3 The Sponsor Confirmation Form forms part of the Contract and shall have effect as if set out in full in the body of these Conditions.

1.4 The Contract shall be binding on, and enure to the benefit of, the parties to the Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

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

1.6 A reference to writing or written includes e-mail.

1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.8 References to clauses are to the clauses of these Conditions.

1.9 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.

2. BASIS OF CONTRACT

2.1 The Sponsor shall either:

2.1.1 follow the online process on the Website in order to complete and submit the Sponsor Booking Form to the Organiser via the Website; or

2.1.2 complete and submit the Sponsor Booking Form in writing to the Organiser in person,

and each submitted Sponsor Booking Form is a request by the Sponsor for the Organiser to provide the Sponsorship Package specified in the Sponsor Booking Form subject to these Conditions.

2.2 The Sponsor is responsible for ensuring that the information contained within its Sponsor Booking Form is complete and accurate and the parties acknowledge and agree that the Organiser accepts no liability for the same.

2.3 The Sponsor Booking Form shall only be deemed to be accepted when the Organiser issues the Sponsor Confirmation Form to the Sponsor, at which point and on which date the Contract shall come into existence (Commencement Date).

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Sponsor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 If the Organiser is unable to provide the Sponsor the Sponsorship Package it has requested for any reason, the Organiser will inform the Sponsor of this in writing. If the Sponsor has already paid the Sponsorship Fee, the Organiser will refund the Sponsor the full amount of the Sponsorship Fee.

3. GRANT OF SPONSORSHIP PACKAGE, RIGHTS AND RESERVATIONS

3.1 The Organiser:

3.1.1 grants the Sponsor a licence to use the Event Marks on the Sponsor's Products and in advertising for the Sponsor's Products; and

3.1.2 shall provide the Sponsor with the Sponsorship Package,

during the Term and in accordance with these Conditions and the Sponsor Confirmation Form.

3.2 All rights not expressly granted to the Sponsor under the Contract are reserved to the Organiser. The Sponsor acknowledges and agrees that:

3.2.1 the Organiser is the owner or controller of the Commercial Rights and of all rights in the Event Marks;

3.2.2 the Sponsor shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Commercial Rights other than those in the Sponsorship Package; and

3.2.3 the Organiser shall be entitled to enter into any sponsorship arrangement with any third party. The Sponsor agrees that the Organiser shall not be, nor considered to be, nor deemed to be, in breach of any provision of these Conditions as a result of entering into that arrangement.

3.3 The Sponsor grants and the Organiser accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor's Marks:

3.3.1 during the Term for the delivery of the Sponsorship Package;

3.3.2 in perpetuity to promote and exploit the Event(s) in any media whether now known or yet to be invented (including in a computer game, on a website or mobile-device application) including by use on promotional material and merchandising.

4. TERM

The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 15, until the expiry of the last Event End Date when it shall terminate automatically without notice.

5. SPONSORSHIP FEE

5.1 In consideration of the Sponsorship Package provided to the Sponsor, the Sponsor shall pay the Organiser the Sponsorship Fee for each Event as follows:

5.1.1 if the relevant Event Start Date is equal to or less than six (6) months after the Commencement Date, the Sponsor shall pay 100% of the Sponsorship Fee within fourteen 14) days of the Commencement Date; and

5.1.2 if the relevant Event Start Date is more than six (6) months after the Commencement Date, the Sponsor shall pay:

(a) 50% of the Sponsorship Fee within fourteen (14) days of the Commencement Date; and

(b) 50% of the Sponsorship Fee no later than the earlier of the date:

(i) six (6) months after the Commencement Date; and

(ii) ninety (90) days prior to the relevant Event Start Date.

5.2 All amounts payable to the Organiser under these Conditions are:

5.2.1 to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Sponsor; and

5.2.2 exclusive of any VAT that may be payable by the Sponsor.

5.3 All amounts due under these Conditions shall be paid by the Sponsor to the Organiser in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.4 If the Sponsor fails to make any payment due to the Organiser under these Conditions by the due date for payment, then, without limiting the Organiser’s remedies under clause 15, the Sponsor shall pay interest at 4% per annum above the base rate of Barclays Bank plc on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

6. OBLIGATIONS OF THE SPONSOR

6.1 The Sponsor undertakes to the Organiser:

6.1.1 to exercise the rights granted in the Sponsorship Package strictly in accordance with the terms of these Conditions. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than those in the Sponsorship Package) in any way;

6.1.2 to provide to the Organiser, within fourteen (14) days of the Commencement Date:

(a) the Sponsor Marks; and

(b) all information reasonably required by the Organiser relating to the Delegate Representatives, including but not limited to the name, job title and a brief professional biography of each Delegate Representative;

6.1.3 to apply any legal notices as required by the Organiser on all Sponsor's Event Materials;

6.1.4 to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor's Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour;

6.1.5 to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor's Event Materials which do not comply with clause 6.1.3 to clause 6.1.4;

6.1.6 to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under these Conditions;

6.1.7 to provide to the Organiser, at the Sponsor's sole cost and expense, all suitable material including artwork of the Sponsor's Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Package;

6.1.8 not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trade mark for any goods or services;

6.1.9 not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under these Conditions;

6.1.10 not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights;

6.1.11 to provide all reasonable assistance to the Organiser in relation to the Organiser's exploitation of the Commercial Rights;

6.1.12 to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser's title to the Event Marks or the image of any Event, the Organiser or any Venue;

6.1.13 to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser;

6.1.14 to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of the Contract;

6.1.15 to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of the Contract or any understanding or obligation under the Contract on any trade mark register or other register, or in any other way.

6.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven days of a written request from the Organiser pursuant to clause 6.1.14 or clause 6.1.15. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor's obligations under clause 6.1.14 or clause 6.1.15) remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause.

6.3 The Sponsor has no right to sub-license, assign or otherwise dispose of all or any part of the Sponsorship Package, without the Organiser's prior written consent.

6.4 The Sponsor shall not engage in joint promotions with any third party in relation to an Event without the Organiser's prior written consent.

7. OBLIGATIONS OF THE ORGANISER

7.1 Between the parties, the Organiser shall organise and stage each Event at the relevant Venue at its sole cost and expense in accordance with the terms of these Conditions.

7.2 The Organiser confirms that it shall be responsible for:

7.2.1 arranging the attendance of and payment for all stewards, staff and personnel on public duty employed, engaged or appointed by the Organiser throughout an Event;

7.2.2 the printing and supply of flysheets, posters, programmes, admission tickets, stationery, publicity material and advertisements in local and national press which shall bear the Event Marks;

7.3 The Organiser shall use its reasonable endeavours to deliver or ensure the delivery of:

7.3.1 the Sponsorship Package to the Sponsor; and

7.3.2 the Media Pack to the Sponsor within a reasonable period of time following the Commencement Date.

7.4 The Organiser shall ensure that all relevant Sponsor signage and advertising to be delivered as part of the Sponsorship Package is properly in place and operational and not concealed or obscured from view at any time.

7.5 The Organiser confirms that, whenever possible, it will ensure that the Sponsor's Marks will be present in accordance with these Conditions and that the Sponsor's Marks are incorporated into all promotional, advertising and publicity material.

7.6 The Organiser shall comply with all Applicable Laws relevant to its performance of the Contract as well as any conditions attached to any licences or consents issued in connection with each Event including regarding health and safety and crowd security measures at the relevant Venue.

7.7 The Organiser accepts that, regardless of the obligations of the Organiser to promote each Event within the terms of the Contract, the Sponsor shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own products, goodwill and reputation through the Sponsor's association with each Event on and subject to these Conditions.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party warrants and undertakes to the other that:

8.1.1 it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract; and

8.1.2 it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract.

8.2 The Organiser represents to the Sponsor that:

8.2.1 the Organiser owns or controls each Event and the Event Marks and that the Sponsor's use of the Event Marks and its exercise of the other rights contained in the Sponsorship Package in accordance with these Conditions shall not infringe the rights of any third party;

8.2.2 it has entered into a bona fide written agreement for the use of the relevant Venue with the relevant proprietor and has made all administrative and financial arrangements necessary for the smooth running of each Event, including the hiring of the relevant Venue and any prior arrangements required by the relevant proprietor, the local authority, the local community and the police.

8.3 The Sponsor represents and warrants that:

8.3.1 it owns or is solely entitled to use the Sponsor's Marks and any other material supplied to the Organiser in relation to the Contract and the Organiser shall be entitled to see evidence to this effect on request;

8.3.2 the Organiser's use of the Sponsor's Marks in accordance with clause 3.3 will not infringe the rights of any third party.

9. ANTI-BRIBERY

9.1 Each party agrees that it shall:

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

9.1.2 maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

9.1.3 promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of the Contract; and

9.1.4 immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of its organisation or acquires a direct or indirect interest in it, and it warrants that it has no foreign public officials as direct or indirect owners, officers or employees or at the Commencement Date.

9.2 Breach of this clause 9 shall be deemed a material breach under clause 15.1.2.

9.3 For the purpose of this clause 9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively. For the purposes of this clause 9, a person associated with a party includes but is not limited to any subcontractor of that party.

10. INDEMNITIES

10.1 The Sponsor shall indemnify the Organiser against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with:

10.1.1 any claim made against the Organiser by a third party for actual or alleged infringement of a third party's Intellectual Property Rights or moral rights arising out of or in connection with the Organiser's use of the Sponsor's Marks in accordance with these Conditions;

10.1.2 any claim made against the Organiser by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Sponsor's Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by the Organiser of any use of the Event Marks on the Sponsor's Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Sponsor's Event Materials and shall not affect this right of indemnification.

10.2 The Organiser shall indemnify the Sponsor against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Sponsor arising out of or in connection with any claim made against the Sponsor by a third party for actual or alleged infringement of a third party's Intellectual Property Rights or moral rights arising out of or in connection with the Sponsor's use of the Event Marks in accordance with these Conditions.

10.3 The indemnities in this clause 10 shall apply whether or not the indemnified party has been negligent or at fault.

10.4 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this clause 10 (a Claim), the indemnified party shall:

10.4.1 as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;

10.4.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed), provided that the indemnified party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the indemnifying party, but without obtaining the indemnifying party's consent) if the indemnified party reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;

10.4.3 give the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party's expense) for the purpose of assessing the Claim; and

10.4.4 be deemed to have given to the indemnifying party sole authority to avoid, dispute, compromise or defend the Claim.

10.5 If a payment due from the indemnifying party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.

10.6 Nothing in this clause shall restrict or limit the indemnified party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Conditions shall limit or exclude a party's liability:

11.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.1.2 for fraud or fraudulent misrepresentation;

11.1.3 for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or

11.1.4 under clause 9 and the indemnities set out at clause 10.1.1 and clause 10.1.2.

11.2 Subject to clause 11.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise and in each case whether direct or indirect:

11.2.1 loss of revenue or anticipated revenue;

11.2.2 loss of savings or anticipated savings;

11.2.3 loss of business opportunity;

11.2.4 loss of profits or anticipated profits;

11.2.5 wasted expenditure; or

11.2.6 any indirect or consequential losses.

11.3 Subject to clause 11.1, the Organiser's maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Contract shall be limited to the amount of the Sponsorship Fee paid under or pursuant to the Contract.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 The Organiser and the Sponsor acknowledge as follows:

12.1.1 all rights in the Sponsor's Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor, and, save as expressly provided in clause 3.3, the Organiser shall not acquire any rights in the Sponsor's Marks, nor in any developments or variations of them; and

12.1.2 all rights in the Event Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and, save as expressly provided in clause 3.1.1, the Sponsor shall not acquire any rights in the Event Marks, including any developments or variations of them.

12.2 All Intellectual Property Rights in and to any materials produced for each Event by or on behalf of the Organiser or jointly by the Organiser and the Sponsor shall, with the exception of the Sponsor's Marks, be the sole and exclusive property of the Organiser and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Organiser on request, whenever that request is made.

13. INSURANCE

13.1 The Sponsor confirms that it shall arrange a comprehensive insurance policy, at its sole cost, for the following:

13.1.1 public liability at the Venue during the course of each Event, in respect of the Sponsor's Products and any other materials or goods owned or controlled by the Sponsor;

13.1.2 loss, theft or damage to any of the Sponsor's Products or other materials or goods owned or controlled by the Sponsor; and

13.1.3 to cover any loss, damage or claim arising directly or indirectly from the public's use of the specific product or services being promoted by the Sponsor, together with all other goods or services associated with the Sponsor's Marks.

13.2 The Organiser confirms that it will take out a comprehensive insurance policy for each Event, including adequate public liability insurance for injury or death of any participants, performers or spectators.

14. EVENT CANCELLATION / CHANGE IN VENUE

14.1 The Organiser reserves the right, without incurring any liability to the Sponsor, to change or update any of the Event Start Dates, any of the Event End Dates and/or any of the Venues for any reason (including, without limitation, by reason of a Force Majeure Event) on reasonable notice to the Sponsor, except in the case of emergency.

14.2 The Organiser reserves the right to cancel an Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:

14.2.1 the Organiser shall not be in breach of these Conditions by virtue of that cancellation or abandonment;

14.2.2 on the Organiser notifying the Sponsor of such cancellation the Contract shall automatically terminate and the provisions of clause 16 shall apply, save that where an Event is cancelled by the Organiser for any reason other than a Force Majeure Event, the Organiser will refund to the Sponsor any part of the Sponsorship Fee already paid by the Sponsor.

15. TERMINATION

15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

15.1.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;

15.1.2 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

15.1.3 the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

15.1.4 the other party suffers an Insolvency Event or it reasonably believes that the other party is about to suffer an Insolvency Event and notifies the other party accordingly.

15.2 Without affecting any other right or remedy available to it, the Organiser may terminate the Contract with immediate effect by giving written notice to the Sponsor if there is a change of control of the Sponsor.

15.3 Without affecting any other right or remedy available to either party, the Sponsor may terminate and / or cancel the Contract at any time with immediate effect by giving written notice to the Sponsor for any reason. The parties agree that, in relation to such termination and / or cancellation:

15.3.1 the Sponsor shall not be in breach of these Conditions by virtue of that termination;

15.3.2 the Sponsor shall be liable for, and shall immediately pay to the Organiser, the balance of the Sponsorship Fee (less such percentage of the Sponsorship Fee as the Sponsor has paid to the Organiser pursuant to clause 5.1) and until such payment is made such notice shall not be valid;

15.3.3 the Organiser shall retain such percentage of the Sponsorship Fee as the Sponsor has paid to the Organiser pursuant to clause 5.1 together with the balance payable by the Sponsor pursuant to clause 15.3.2; and

15.3.4 the provisions of clause 16 shall apply.

16. CONSEQUENCES OF TERMINATION

16.1 On termination, cancellation or expiry of the Contract:

16.1.1 the Sponsorship Package provided by the Organiser to the Sponsor under the Contract shall immediately terminate and revert to the Organiser, save that any licence necessary to enable the Sponsor to exercise the disposal rights in clause 16.2 shall continue solely for the disposal period;

16.1.2 following termination of the Sponsorship Package and their reversion to the Organiser the Sponsor shall not exercise any of the rights granted in the Sponsorship Package or use or exploit (directly or indirectly) its previous connection with the Organiser or an Event;

16.1.3 within thirty (30) days after the date of termination, cancellation or expiry the Sponsor shall destroy or, if the Organiser shall so elect, deliver to the Organiser or any other person designated by the Organiser, at the Sponsor's expense, all Sponsor's Event Materials in its possession or control;

16.1.4 each party shall promptly return to the other any property of the other within its possession or control;

16.1.5 each party shall pay to the other any sums that are outstanding and to be accounted for under the Contract;

16.1.6 the following clauses shall continue in force: clause 1 (Definitions and interpretation), clause 5 (Sponsorship Fee), clause 10 (Indemnities), clause 11 (Limitation of liability), clause 14 (Event cancellation), clause 16 (Consequences of termination), clause 18 (Confidentiality) and clause 20 (Set-off) to clause 20.9 (Governing law and jurisdiction).

16.2 Termination, cancellation or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

17. FORCE MAJEURE

17.1 Provided it has complied with clause 17.2 and subject to clause 14, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

17.2 The Affected Party shall:

17.2.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

17.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

17.3 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than four (4) weeks, the Organiser may terminate the Contract by giving one (1) week’s written notice to the Sponsor.

18. CONFIDENTIALITY

18.1 Each party undertakes that it shall not at any time disclose to any person any of the other party’s Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.

18.2 Each party may disclose the other party's Confidential Information:

18.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 18; and

18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Contract.

19. DATA PROTECTION

19.1 The following definitions apply in this clause 19:

Agreed Purposes: performing the parties’ respective obligations and enjoying the parties’ respective rights granted under the Contract.

Controller, processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

Data Discloser: a party that discloses Shared Personal Data to the other party.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.

Permitted Recipients: the parties to the Contract, the employees of each party and any third parties engaged to perform obligations in connection with this Contract.

Shared Personal Data: the personal data to be shared between the parties under the Contract. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

(a) name, job role, email address, telephone number and mobile number of the individuals that will represent the Sponsor at each Event;

(b) name, job role, email address, telephone number and mobile number of the individual within the Organiser who deals with the Sponsor in relation to the Contract; and

19.2 Shared Personal Data. This clause 19 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

19.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within thirty (30) days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect.

19.4 Particular obligations relating to data sharing. Each party shall:

19.4.1 ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

19.4.2 give full information to any data subject whose personal data may be processed under the Contract of the nature such processing. This includes giving notice that, on the termination of the Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees.

19.4.3 process the Shared Personal Data only for the Agreed Purposes;

19.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

19.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Conditions;

19.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

19.4.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:

(a) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and

(b) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

19.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

19.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

19.5.2 promptly inform the other party about the receipt of any data subject access request;

19.5.3 provide the other party with reasonable assistance in complying with any data subject access request;

19.5.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

19.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

19.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

19.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Contract unless required by law to store the personal data;

19.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

19.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 19; and

19.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

19.6 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

20. GENERAL TERMS

20.1 No partnership or agency. Nothing in these Conditions 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20.2 Third party rights. These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

20.3 Variation. Subject to clause 14, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.4 Assignment and other dealings. The Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

20.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Conditions 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.

20.6 Severance. If any provision or part-provision of the Contract 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 shall not affect the validity and enforceability of the rest of the Contract.

20.7 Entire agreement

20.7.1 The Contract 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.

20.7.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

20.7.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

20.8 Notices

20.8.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a) 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

(b) sent by email to hello@pi.tv in respect of the Organiser and the address specified in the Sponsor Confirmation Form in respect of the Sponsor.

20.8.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) 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.

20.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.9 Governing law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.