In these terms and conditions (the “Terms”) the following expressions shall, unless the context otherwise requires, have the following meanings:
Additional Regulations means but is not limited to the General Event Rules and Regulations, the Event Manual or the Marketing Guide issued by the Organiser and any regulations issued by the Venue Owner in relation to the Event.
Agreement means the agreement between the Sponsor and the Organiser pursuant to which the Sponsor agrees to sponsor and/or occupy Space at the Event in accordance with these Terms subject to the Sponsorship Package agreed to between the parties as detailed in Organisers official application form as attached to the Terms.
Applicable Laws means 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.
Application means an application completed by the Sponsor and submitted to the Organiser for Sponsorship made pursuant to clause 3 of these Terms.
Charges means the aggregate fees charged by the Organiser to the Sponsor pursuant to the Agreement.
Data Protection Laws means any Applicable Laws which govern the collection and processing of personal data (as amended or superseded from time to time) including (without limitation and as applicable) the Data Protection Act 1998, the EU Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Electronic Communications Data Protection Directive (2002/58/EC) and the General Data Protection Regulation (EU 2016/679) (GDPR).
Dismantling Period means the period specified by the Organiser for removal of all Exhibits and Stands from the Venue as applicable.
Event means the event details as detailed in the Application.
Event Commencement Date means the proposed date of the first day of the Event.
Event Manual means the manual of information provided by the Organiser to the Sponsor in relation to the Event.
Exhibit means any article so described by the Sponsor and permitted by the Organiser to be exhibited at the Event.
General Event Rules and Regulations means the rules and regulations which apply to the Event and provided by the Organiser.
Installation Period means the period for the installation of all Exhibits and Stands at the Venue as applicable.
Intellectual Property Rights means 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.
Marketing Guide means a document containing information, rules and guidelines relating to marketing issues in connection with the Event provided by the Organiser to the Sponsor.
Organiser means Clarion Events Limited, with company number 00454826, whose registered office is at Bedford House, Fulham High Street, London, SW6 3JW or such other nominated group company, the details of which are set out in the Agreement.
Organiser IP means the Intellectual Property Rights belonging to the Organiser.
Personal Data and processing shall have the respective meanings given to them in Data Protection Laws from time to time (and related expressions shall be construed accordingly) and Personal Data Breach shall have the meaning given to it in the GDPR (as amended or superseded from time to time).
Space means the area of physical space at the Venue that may be allocated to the Sponsor by the Organiser in accordance with the Agreement.
Space Package means the licence to occupy the Space and the provision of the Space Services by the Organiser.
Space Services means the services provided by the Organiser and/or the Venue Owner in connection with the Event which may include, but not limited to, internet listings, access to public relations and marketing teams, onsite first aid, invitations to events and functions, a level of cleaning and inclusion in associated print material. Further information on this will be available from the event team and provided in the Event Manual and/or Marketing Guide and/or Front Sheet.
Sponsor means any person who applied for, and been accepted for Sponsorship in respect of an Event by the Organiser, pursuant to the terms of the Agreement and shall include all staff, employees, servants and agents of such person.
Sponsor IP means the name of the Sponsor, its logo(s) and any other trade marks, service marks, brand names, logos, get-up, copyright or any other intellectual property rights, whether registered or unregistered, anywhere in the world, owned by the Sponsor.
Sponsor Materials means all promotional, advertising and marketing materials, including the Sponsor IP, in whatever form provided by the Sponsor, together with any associated artwork, design, slogan, text and other collateral marketing signs to be used for the Event which have been approved by the Organiser.
Sponsorship means any form of sponsorship or Event package in relation to the Event, as detailed in the Agreement
Stand means all erections on the Space.
VAT means value added tax chargeable under the Value Added Tax act 1994.
Venue means the Event venue in which the Event shall take place, as detailed in the Application.
Venue Owner means the proprietor of the Venue, together with its authorised agents, employees and sub-contractors.
2. DURATION OF EVENT & TIMETABLE
2.1 Details of the times and dates of:
(a) the Event;
(b) the open hours of the Event;
(c) the Installation Period; and
(d) the Dismantling Period
will be as stipulated by the Organiser in the Event Manual or otherwise.
3. APPLICATION & ACCEPTANCE OF TERMS
3.1 Applications for Sponsorship must be made on the Organiser’s official application form, a copy of which is attached hereto. The Organiser may, at its sole discretion, accept Applications by other means. These Terms shall apply to all Applications (whether or not such Application is made on the prescribed form). An Application constitutes an offer from a Sponsor for a Space Package at an Event.
3.2 The Organiser reserves the right to accept or reject any Application from any potential Sponsor.
3.3 A binding Agreement shall come into force only when the Organiser has signed a written acceptance of the Sponsor’s Application and has sent that written acceptance to the Sponsor.
3.4 The Organiser is not bound to accept an Application from a potential Sponsor for the Event even if it has accepted an Application from that Sponsor for another event. There is no automatic right for a Sponsor to participate in any subsequent Event.
3.5 A signatory on an Application shall be deemed to have full authority to sign the Application on behalf of the Sponsor and the Sponsor shall have no right to claim against the Organiser that such person or persons did not have such authority.
4. OCCUPATION OF STAND
4.1 Subject to the rights of the Organiser in the Agreement, the Organiser shall provide the Space Package and if applicable grant to the Sponsor a licence to occupy the Space for the purpose of displaying Exhibits within the scope of the Event for the duration of the Event in accordance with the Agreement.
4.2 The Sponsor shall install its Exhibits and Stands as applicable during the Installation Period and remove such Exhibits and Stands during the Dismantling Period. If Stands are taken, such Stands cannot be constructed in the Space if plans have not been submitted and approved by the Organiser within the timetable set out in the Event Manual.
4.3 The Organiser shall be permitted to have access to any Stand taken and all Space at all times.
4.4 For the avoidance of doubt, any Stand taken may not be used for the sale of goods or for any other commercial purpose unless otherwise permitted under the Agreement.
5.1 Unless otherwise agreed by the Organiser on the Agreement attached the Sponsor shall pay the Organiser: (a) 25% of the total Charges no later than ten (10) days after signing and submitting to the Organiser the Application; and (b) the remaining 75% of the total Charges no later than thirty (30) days after signing and submitting to the Organiser the Application.
5.2 Notwithstanding clause 5.1, in the event the Application is signed and submitted within 30 days prior to the Event Commencement Date, the Sponsor shall pay the Organiser 100% of the Charges upon signature of the Agreement.
5.3. To the extent that any additional fees become payable, other than the Charges, the Sponsor shall pay such fees no later than thirty (30) days from the date of the Organiser’s invoice or, in the event such fees are due within 30 days of the Event Commencement Date, no later than the day before the Event Commencement Date unless otherwise detailed in the Agreement.
5.4 The Organiser reserves the right to refuse to let the Sponsor occupy the Space if the Organiser has not received cleared funds of all payments due from the Sponsor before the due dates or in accordance with the Agreement.
5.5 Unless otherwise stated, all sums stated are exclusive of VAT and any other taxes, which (if applicable) the Sponsor shall pay to the Organiser in addition to the Charges.
5.6 All Sponsors who are not domiciled in the United Kingdom shall make all payments by credit card, bank transfer or by sterling cheque or bank draft drawn on a bank in the United Kingdom unless otherwise detailed on the Agreement.
5.7 All amounts payable to the Organiser under this Agreement are 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.
5.8 If there is any payment still due to the Organiser less than fourteen days before the opening of the Event, the Sponsor shall pay the Organiser by bank transfer or credit card. The Organiser reserves the right to refuse cheque payments and will do so if any payments remain outstanding less than 14 days prior to the Event Commencement Date. The Sponsor shall not be entitled to withhold any payment in whole or in part on the ground that it has a claim, counterclaim or set-off against the Organiser.
5.9 In the event that any of the Charges are not paid by the relevant due date under this Agreement the Organiser reserves the right to charge interest on any overdue payment at an annual rate equal to 3% above the base lending rate of the Bank of England.
6. CANCELLATION BY SPONSOR
6.1 In the event that the Sponsor:
(i) requests to withdraw its Application after acceptance by the Organiser; or
(ii) fails to meet any of the payment obligations (whether as to the amounts due or dates of payment) detailed in the Agreement; or
(iii) fails to occupy the Space allotted to it by the opening time on the Event Commencement Date in accordance with the Agreement,
THEN the Organiser reserves the right (but without being obliged to do so) to treat the Agreement as being cancelled.
6.2 On cancellation of the Agreement pursuant to clause 6.1 or clause 13 and unless otherwise agreed in writing by the Organiser all Charges and any additional fees shall remain due and payable in full by the Sponsor.
6.3 If the Sponsor wishes to withdraw its Application, then written notice of such wish must be forwarded to and received by the Organiser by recorded delivery post to Bedford House, 69-79 Fulham High Street, London SW6 3JW, United Kingdom
6.4 The Sponsor shall indemnify and hold harmless the Organiser against all expenses, costs, claims, losses and liabilities in connection with its Application including, without limitation, any charges and damages which the Organiser may suffer or incur as a result (direct or indirect) of such cancellation.
7. REDUCTION OF SPACE PACKAGE
Where a Sponsor requests a reduction in the size of the Space Package booked after acceptance by the Organiser of the Sponsor’s Application, then the Sponsor must forward such request to the Organiser by recorded delivery post. There shall be no obligation on the Organiser to accept the request for reduction of Space of Space Package by the Sponsor. Any application for a reduction of Space Package shall not result in any reimbursement of any part of the Charges or additional fees due.
8. GENERAL OBLIGATIONS OF THE SPONSOR
8.1 The Sponsor shall subject to a Stand being taken for the Event:
(a) occupy the Stand and the Space, complete any necessary Stand fitting works, ensure the Stand is appropriately dressed and maintained and that all Exhibits are in position no later than the end of the Installation Period;
(b) keep all Exhibits open to view and the Stand adequately staffed continuously during the opening hours of the Event and not dismantle the Stand before the end of the Event;
(c) remove all Exhibits, fittings, rubbish and other items from the Venue by no later than the end of the Dismantling Period;
(d) not sell, give away or distribute or permit to be sold, or otherwise distributed from the Stand or any other part of the Venue, any articles of food, drink or tobacco other than those supplied by the Venue Owner, or its appointed catering contractor, or unless agreed by the Organiser;
(e) not promote or offer any competitions, lotteries or draws at the Event without the prior written consent of the Organiser;
(f) not do, cause, permit or suffer to be done anything which shall, in the opinion of the Organiser, constitute a nuisance or which may be an infringement of or contravene any licence held by the Organiser, or the Venue Owner, or its appointed catering contractor and (without limitation) the Sponsor shall ensure that sound levels emitted from the Stand shall not exceed those levels which, in the opinion of the Organiser, would cause disturbance to other Sponsors or which would breach any laws, by-laws or any other rule or regulation;
(g) not do, cause, permit or suffer to be done anything which may occasion damage, disfigurement or injury of any kind to the Venue or to any person or property of the Organiser, Venue Owner or any other Sponsor or any visitor;
(h) comply at all times with all Applicable Laws and all rules and regulations set out in the Event Manual and as otherwise provided by the Organiser; and
(i) conduct business and distribute literature only from the Stand and no other part of the Venue and not take away any visitors from the Venue to other business premises.
8.2 Only items which are, in the Organiser’s sole opinion, within the scope of the Event may be exhibited at the Event or otherwise be displayed or made available from the Stand.
8.3. The Sponsor shall co-operate with the Organiser and shall provide all Sponsor Materials upon the reasonable request of the Organiser in a format agreed with the Organiser and by no later than the date requested by the Organiser. Any delay in sending Sponsor Materials to the Organiser may result in a delay to those Sponsor Materials being distributed. All Sponsor Materials used and distributed in connection with the Event shall be subject to the prior approval of the Organiser.
8.4 The Sponsor shall obtain, and maintain in force, insurance with a reputable insurance company in connection with its presence at the Event. Without limiting its obligation to take out insurance cover for such risks as it shall consider appropriate, the Sponsor shall take out the level of insurance detailed in clause 9 including (without limitation) public liability insurance for loss, damage or injury caused by the Sponsor’s negligence or default. The Sponsor shall, on request by the Organiser, produce to the Organiser its insurance certificate(s) and evidence that all payments under such insurance policy have been paid up to date.
9. EXHIBITOR PROTECTION SCHEME
9.1 The Organiser shall, for the duration of the Event, maintain a policy of insurance, with a reputable insurer, which will be extended to benefit the Sponsor, provided such Sponsor has taken a Stand and opted to be included in the Exhibitor Protection Scheme and paid such fees in full. The policy of insurance referred to herein, at a minimum, shall cover the statutory liability of the Sponsor to pay compensation and claimants costs and expenses arising out of bodily injury, disease or illness sustained by any person (other than an employee of the Sponsor) up to a sum of £2,000,000 per claim.
9.2 If the Sponsor has taken a Stand and opted not to be covered by the Exhibitor Protection Scheme, the Sponsor must provide to the Organiser a suitable certificate verifying the required insurance is in place as outlined in clause 9.3.
9.3 The Exhibitor Protection Scheme is not an insurance policy, and the Sponsor is not entitled to claim directly from the Organiser’s Insurance Policy. The Sponsor must advise the Organiser (or its nominated agent) immediately, of any circumstances that give rise to, or may give rise to, a claim, under the Exhibitor Protection Scheme if it has taken a Stand, as applicable.
9.4 For purposes of this clause 9, the Organiser does not accept any responsibility for any additional coverage required or arranged by a Sponsor.
9.5 Any Sponsor who takes a Stand and who participates in the Exhibitor Protection Scheme, but requires cover for sums in excess of those provided, or for risks not insured by the Organiser’s policy, should affect such additional cover on their own behalf.
10. POWERS AND DISCRETION OF THE ORGANISER
10.1 The Organiser shall at its sole discretion be entitled to:
(a) allocate to the Sponsor Space other than the Space for which the Sponsor has applied;
(b) change the Space and/or Stand if taken allocated to the Sponsor at any time and if such changed area of such Space and/or Stand is smaller than the area specified in the Application, the Organiser shall make a refund to the Sponsor pro-rata to the amount of the area reduced;
(c) alter the position or layout of the Event and any Stands including the Stand and/or Space and/or alter or amend the scope of the Space Services;
(d) refuse any person admission to the Event or remove from the Event any person whose presence, in the sole opinion of the Organiser, is or is likely to be undesirable and the Organiser may exercise such rights notwithstanding that any person is the servant or agent of the Sponsor or otherwise in any way connected or associated with the Sponsor;
(e) remove from the Stand or the Venue at the risk and expense of the Sponsor any Exhibit, any fittings or machinery or other items to which the Organiser has an objection or which the Sponsor fails to remove in accordance with or which do not comply with these Terms;
(f) alter the dates, opening hours and/or duration of the dates and duration of Dismantling Period and the total duration of the Event; and
(g) change or vary these Terms at any time, or permit exceptions in special circumstances.
10.2 The Organiser shall be free to include in any format chosen by the Organiser (or on its behalf) in connection with the Event the Sponsor IP or any other material or information supplied to the Organiser by the Sponsor.
10.3 The Sponsor warrants that all Sponsor IP provided to the Organiser:
(a) is true, accurate and not misleading;
(b) is owned by the Sponsor;
(c) is not offensive, abusive, indecent, defamatory, obscene or menacing in any way; and
(d) does not, and its use in connection with the Event shall not, infringe the Intellectual Property rights of any third party.
10.4 The Sponsor hereby grants to the Organiser a non-exclusive and royalty free licence to use the Sponsor IP solely in connection with the Event including, without limitation, the promotion of the Event and any after-Event literature or marketing materials.
10.5 The Sponsor shall indemnify and hold harmless the Organiser against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with any claim made against the Organiser for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with use of the Sponsor IP (or any other material or information supplied to the Organiser by the Sponsor) by the Organiser in connection with the Event and any after-Event literature or marketing materials.
10.6 The Organiser reserves the right to delete or remove the Sponsor IP from any materials if it believes, in its sole discretion, that the Sponsor IP is in breach or may breach the provisions of this clause 10.
10.7 The Organiser shall not be responsible for any omissions, mis-quotations or other errors in any materials relating to the Event.
10.8 The Sponsor shall not use Organiser’s IP for any purposes without Organiser’s prior written consent.
11. SPONSORS’ LIABILITY FOR LOSS AND DAMAGE AND INDEMNITY
11.1 All Exhibits, fittings and all other items brought into the Event by the Sponsor or the agents, contractors or other invitees of the Sponsor shall be the sole responsibility of and at the sole risk of the Sponsor. The Organiser shall not be responsible (other than where loss or damage is caused directly by the negligence of its employees) for any loss or damage to such Exhibits, fittings or items however caused.
11.2 The Sponsor shall indemnify and hold harmless the Organiser against all loss, damages, costs, charges and expenses (including contingent or consequential loss of profit) whatsoever arising from or in consequence of:
(a) any breach by the Sponsor of the Agreement; or
(b) any loss suffered by the Organiser as a result of default or negligence of the Sponsor or any of its agents, sub-contractors, invitees or employees; or
(c) any liability to or claim by any third party (including the employees, contractors, agents and invitees of the Sponsor) arising from the default or negligence of the Sponsor or any breach by the Sponsor of the terms and conditions of the Agreement.
11.3 The total liability of the Sponsor for a claim made by the Organiser in respect of loss or damage suffered by the Organiser for breach of the Agreement shall not exceed the greater of (a) the sums insured by the Sponsor as per their obligation to maintain insurance outlined above at clause 8.4 or (b) £2million. This clause 11.3 shall not apply to any liability of the Sponsor under clause 10.5 (Sponsor IP indemnity) or clause 22 (Data Protection).
12. LIMITATION OF ORGANISER’S LIABILITY
12.1 The Organiser does not make any warranty as to the Event in general, and in particular in relation to the presence or absence or location of any third party at the Event. Whilst the Organiser shall act in good faith, the name of any third party which may appear on any floorplan or stand number or any statement made by or on behalf of the Organiser that any is booked to attend the Event provisionally or otherwise shall not constitute a warranty, representation or undertaking by the Organiser that any such third party shall attend the Event. The Organiser shall not be liable for the absence of other third party from attending the Event.
12.2 The Organiser shall if possible, but is not required to, keep the Sponsor updated of the number of delegates registered to attend the Event and does not guarantee any minimum number of delegates.
12.3 Nothing in the Agreement shall exclude or limit the liability of the Sponsor or the Organiser for (a) death or personal injury resulting from the negligence of the Sponsor or the Organiser or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; or (c) for any other liability which cannot be excluded or limited by applicable law.
12.4 Without prejudice to clause 12.3, the total liability of the Organiser for a claim made by the Sponsor in respect of loss or damage suffered by the Sponsor including (without limitation) breach of contract, tort (including negligence), misrepresentation or breach of statutory duty shall not exceed 125% of the Charges paid by the Sponsor.
12.5 The Organiser shall not in any event be liable for any:
(a) indirect or consequential losses, damage, costs or expenses;
(b) loss of profit;
(c) loss of sales or business; or
(d) loss of or damage to goodwill.
12.6 The Organiser shall not be liable for any claim made by the Sponsor more than two (2) years after the Event or, in the case of a series of Events, the first such Event which gives rise to such claim.
12.7 Except as set out in the Agreement, the Organiser excludes all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to services provided in respect of the Event, whether imposed by statute or by operation of law or otherwise, that are not expressly stated herein, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
12.8 Each provision of this clause 12 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiry or termination of this Agreement.
13. CANCELLATION BY ORGANISER/FORCE MAJEURE
13.1 If the Venue becomes unfit or unavailable for occupancy (such decision to be at the absolute discretion of the Organiser) or it becomes impossible or impractical to hold the Event for reasons beyond the control of the Organiser including (without limitation) fire, flood, storm, government intervention, malicious damage, acts of war, acts of terrorism, acts of God, strikes, riots or any other cause, the Organiser reserves the right (but shall not be obliged):
(a) to change the location and/or date of the Event;
(b) to curtail the Event;
(c) to reduce the Installation Period, Dismantling Period or the opening hours of the Event; or
(d) to cancel the Event.
13.2 In the circumstances specified in clause 13.1 and subject to clause 13.3, the parties agree and acknowledge that the Organiser shall not have any liability to the Sponsor for refunds, additional expenses or charges or to make payment for any other loss or damage suffered by the Sponsor.
13.3 If the Event is cancelled in accordance with clause 13.1 (d) the Sponsor agrees to accept in complete settlement and discharge of all claims against the Organiser a pro-rata share of the total amount paid by all Sponsors at the Event, less all reasonable costs and expenses incurred by the Organiser in connection with the Event, including a reserve established at the sole discretion of the Organiser for future claims and expenses in connection with the Event.
13.4 If the Event is cancelled by the Organiser for any reason other than those set out in clause 13.1 including (without limitation) the lack of support for the Event, the Organiser will use its reasonable endeavours to re-organise the Event for a later date within the following 12 months. The Agreement shall continue to apply to any rearranged Event within that timeframe. Should it not be possible to rearrange the Event, or any rearranged Event is not considered by the Organiser a reasonable alternative, the Agreement will terminate and the Organiser will refund to the Sponsor all Charges paid by the Sponsor to the Organiser and the Sponsor agrees and acknowledges that it will have no further claim whatsoever against the Organiser in respect of such cancellation.
14. TERMINATION AND WITHDRAWAL
14.1 Without prejudice to any other rights it may have, the Organiser may terminate the Agreement by notice in writing:
(a) if the whole or any part of the amounts due from the Sponsor to the Organiser are not paid within fourteen days of the due dates (whether formally demanded or not);
(b) if the Sponsor fails to observe and fulfil any of the terms of the Agreement;
(c) if the Sponsor shall have a receiver or administrative receiver appointed over all or any part of its assets or an application is made for the appointment of an administrator or an administrator is appointed or the Sponsor being a partnership has a receiver appointed or is wound up or dissolved or being an individual executes as debtor a deed of arrangement to which the Deeds of Arrangement Act 1914 applies or applies to the Court for an interim order or one is made under Part VIII of the Insolvency Act 1986 or the Sponsor presents or has presented against him a bankruptcy petition or a bankruptcy order is made against him or he enters into any compromise or arrangement with his creditors or a majority of them in value.
14.2 Upon termination the Sponsor shall remain liable to pay the Organiser the amounts due from it under the Agreement prior to such termination.
15. ASSIGNMENT AND SUB-CONTRACTING
15.1 The Sponsor shall not assign, sub-let, transfer or charge or purport to assign, sub-let, transfer or charge in whole or in part this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of the Organiser.
15.2 The Organiser reserves the right to assign it rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. The Organiser shall give notice to the Sponsor of any such assignment. This Agreement shall be binding upon and shall benefit the successors and assigns of the Organiser and (where the Organiser’s written consent is given) the successors and assigns of the Sponsor.
16. WHOLE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, policies, assurances, warranties, representation and understandings between them, whether written or oral, relating to its subject matter.
17. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
18. RIGHTS OF THIRD PARTIES
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Agreement.
If at any time one or more provisions or part provisions contained in the Agreement is or becomes invalid, illegal or unenforceable in any respect 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 19 shall not affect the validity, legality or enforceability of the remaining provisions which shall remain in full force and effect.
20. VARIATION AND WAIVER
20.1 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.2 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) waive that or any other right or remedy; or (b) prevent or restrict the further exercise of that or any other right or remedy.
21. BRIBERY ACT
The Sponsor shall comply, and shall procure that its authorised employees, sub-contractors, agents or any person acting on its behalf complies, with the Bribery Act 2010.
If the Sponsor or any of its authorised employees, sub-contractors, agents or any person acting on its behalf commits an offence under the Bribery Act, the Organiser shall be entitled: (a) to terminate the Agreement with immediate effect by written notice to the Sponsor and recover from the Sponsor the amount of any loss resulting from the termination; (b) to recover from the Sponsor the amount or value of any such gift, consideration or commission received; (c) to recover from the Sponsor any other loss sustained as a result of any breach of this clause 21, whether or not the Agreement is terminated.
22. DATA PROTECTION
22.1 The Sponsor warrants and guarantees that it understands and is compliant with all Data Protection Laws and undertakes to comply with any applicable requirements under the Data Protection Laws.
22.2 The Sponsor agrees to indemnify and hold harmless the Organiser against all expenses, costs, claims, losses and liabilities incurred by the Organiser or for which the Organiser may become liable due to any failure by the Sponsor to comply with Data Protection Laws including, without limitation, due to any failure to put in place appropriate technical and contractual measures to ensure the security of the Personal Data and to protect the Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
22.3 The Sponsor shall
(a) provide the Organiser with such information as the Organiser may reasonably require to satisfy itself that the Sponsor is complying with its obligations under the Data Protection Laws;
(b) promptly notify the Organiser if it suspects or becomes aware of any Personal Data Breach in respect of any Personal Data which has been collected by or on behalf of the Organiser; and
(c) ensure it does not knowingly or negligently do or omit to do anything which places the Organiser in breach of its obligations under the Data Protection Laws.
22.4 The provisions of this clause 22 shall apply during the continuance of the agreement and indefinitely after its expiry or termination.
23. GOVERNING LAW
The validity, construction and performance of the Agreement and any dispute or claim relating to it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.