Events and Sponsorship Terms and Conditions

Definitions

For ease of expression in these terms and conditions:

• these terms and conditions together with the Events and Sponsorship Contract are referred to as the “Agreement”;
• Emerging Payments Ventures Limited, registered in England and Wales. Company no. 06672728. Registered address: The Payments Association Offices, St Clement’s House, 27 Clements Lane, London EC4N 7AE is referred to as “we” or “us”; and
• the person, firm or company named in the Events and Sponsorship Contract as the entity making the Order is referred to as “you”.

General

1. This Agreement is between us and you.

1. This Agreement specifically covers the Order (“Order”) for the Sponsorship (“Sponsorship”) and/or Participation (which may include the right to distribute a work such as a white paper) (“Participation”) at an event or events, (e.g. an award’s ceremony, exhibition, conference, roundtable, networking event, dinner, publication of a work such as a whitepaper, showcase, presentation or similar) (“Event”) listed on the Events and Sponsorship Contract

Your benefits and obligations

1. If your Order includes Sponsorship of an Event, such as The Payments Association’s annual PAY360 conference or The Payments Association Awards:
   1. you will receive all the sponsor branding, delegate contact and speaking benefits appropriate for the Order.
   2. we are responsible for all marketing, promotion, agenda and speaker management for the Event.
   3. your logos and/or names will be displayed on all agreed documentation and material created after the date of this Agreement, subject to the details being received by us.
   4. you will be listed in the order the packages are displayed in the ‘deliverables’ section of the Order.
   5. you will be listed alphabetically where there is more than one sponsor per category.
   6. we will fulfil requirements relating to sponsorship of the Event including amongst other things: refreshments, audio-visual equipment as required and other standard facilities for events.
   7. all sponsors, delegates and guests are responsible for arranging their own accommodation and transport costs.
   8. where we provide delegate lists to you as part of your Order they will be subject to GDPR compliance and opt-ins, are for your reference only and for the sole purpose of furthering the event. They cannot be used for any other purpose including but not limited to, being added into a CRM or passed on or sold to any third party at any time and they must be destroyed within 1 month of the relevant Event taking place.  The list will be seeded to detect any unauthorised use or duplication.
   9. a copy of any promotional material you intend to use for the Event must be sent to us for approval prior to distribution. Failure to do so is a breach of this agreement and entitles us to terminate your sponsorship and claim damages from you for any loss or damage caused by such material and its distribution.

1. If your Order includes a personalised Event , such as a C-Suite Round Table networking event or a Hot Topic Briefing/Webinar:
   1. you are responsible for agreeing on the discussion topics for the Event with us in advance;
   2. you will make suggestions as to who should attend and shall work with our team to promote attendance;
   3. you understand that venues need to be booked ahead and costs will be incurred by us to source and finalise the Event. In the event of cancellation of a personalised Event by you whilst we will use reasonable commercial efforts to recover such costs we may not be able to recover sufficient costs to cover a replacement Event for you and we may need you to contribute should you wish us to run the Event at a future date.  In the event of cancellation by us or due to force majeure (clauses 19-20 below) then we will use reasonable endeavours to run the event at a later date, and perhaps in a different format (e.g. virtually), at no additional cost to you.

1. If your Order includes exhibition space at an Event, such as The Payments Association’s annual PAY360 conference or The Payments Association Awards (Exhibition Space):
   1. Allocation of Exhibition Space – Exhibition Space is limited and allocated on a first-come, first-served basis. The exhibition floor plan is tentative and we reserve the right to adjust the floor layout;
   2. Liability – by making an Order which Exhibition Space, you accept the liability for any damages or fines imposed for breaking of any law caused by your negligence, or the negligence of your agents or employees. You are responsible for any losses, costs, damage liability or expenses (including legal fees) arising from or by reason of any accident or bodily injury to any person or persons, including yourself, your agents, employees and business invitees which arises from or by reason of your occupancy and use of the exhibition premises (Venue) or any part thereof;
   3. we reserve the right to prohibit any display which, in our absolute discretion, because of noise or other objectionable features, detracts from the general character of the exhibition. Space is assigned to you and may not be sublet or reassigned without prior our approval;
   4. Stand Limitations – exhibition stands will be installed so that they will not extend beyond the space allotted. Any portion of an exhibition stand that obstructs or interferes with the privileges of other exhibitors, or for any reason in our absolute discretion, becomes objectionable, must be immediately modified or removed by you. Stand height will not exceed 2.5m unless otherwise agreed;
   5. Care of Exhibition Space – you must keep the space occupied by you in good order and you may not place anything in the aisles between the stands during the open hours of the event;
   6. Protection of Venue – you must not deface any part of the exhibition facility. Nothing may be posted, nailed, affixed or otherwise attached to any part of the facility. Any costs arising out of your negligence or wilful misconduct, or the negligence or wilful misconduct of your agents, or employees will be your sole responsibility;
   7. Freight – all freight deliveries and shipping should be arranged through the official shippers. We are not responsible for the delivery of materials;
   8. Fire Regulations – any materials used in the Venue must be non-flammable and meet local fire regulations. The local fire officer has the right to perform an on-site flame test of these materials. Use of any foreign substance, liquid or gas is subject to approval by the fire marshal;
   9. Exhibition Floor weight-bearing Capacity – you may not place objects weighing more than 150kg per square foot unless authorised by us. Any damage caused by excess weight or by the setting up, installation, use, exhibition or removal of any object exceeding this weight must be repaired at your expense.
   10. Insurance – you must have (and must share a copy with us) an appropriate public liability insurance policy or policies providing coverage with a minimum limit of £2,000,000 in place in relation to your exhibiting at the Venue. In addition, you are required to insure your own exhibits, display materials, merchandise, and personnel.

1. If your Order includes delegate place(s) at an Event:
   1. you must notify us of the names and titles of the delegate(s) attending the Event as far ahead of the date of the Event that is reasonable and at least 7 days in advance where possible. You may send a substitute delegate to an Event at any time but in all other respects delegate registrations are issued for personal use only and cannot be shared with any person during the Event. You may not make delegate registrations as agent for any third party or sell or otherwise transfer a registration to others, or exploit a registration commercially or non-commercially in any way;
   2. where tickets/admission documents for the Event are posted to you, the risk in them shall pass to you upon the items being posted out to the contact address provided on the Events and Sponsorship Contract.
   3. you shall at all times comply with any rules, policies and procedures of the venue of the Event, including all health and safety policies and procedures and all reasonable instructions of the venue staff and our representatives at the Event. We reserve the right in our absolute discretion to exclude or remove from the Event any delegate whose presence in our opinion is or is likely to be undesirable without prejudice to any other rights or remedies we have available to us.
2. If your Order includes the sponsorship or promotion of an Event which is downloadable work such as a whitepaper:
   1. unless otherwise agreed in writing between the parties, we are the owner of all intellectual property rights in all the material, documents, templates published on in such work, howsoever delivered, and in any format. Such works are protected by copyright laws and all rights are reserved to us;
   2. you may use, copy and print any pages from such work for any reasonable purpose, including distribution to third parties; but
   3. If you breach these terms, your rights will cease immediately and you must, at our option, return or destroy any copies of such works you have made and we may, at our discretion, remove any reference to you from such works. 

Payment terms

1. The Fees, meaning the total sum payable by you to us as specified in the Events and Sponsorship Contract shall be paid as follows:
   1. We shall be entitled to invoice for the Order from the date of this Agreement;
   2. you agree to pay such invoice for the amount agreed in the Order within 30 days of the date of issue of the invoice;
   3. If the invoice is not paid in full within 30 days of the date of issue, we may:
      1. If you are a sponsor, stop working on your sponsorship and remove your name as sponsor;
      2. If you have an Event specially created for you, such as a CEO Round Table or a work like a whitepaper, we may suspend work on or cancel such Event;
      3. If you are a delegate at an Event, cancel your access, and/or
      4. If your Order relates to a work such as a whitepaper which is already created, you shall not have access to it until the invoice has been paid in full.

1. You shall pay for all taxes incurred in connection with the Order including value-added, sales, use, excise, services, consumption, withholding and other taxes and duties assessed on the provision of services and deliverables by us to you in relation to the Order and on any goods or services used or consumed by either party in connection with the Order.

1. In the event that any payments received by us in connection with your Order are subjected to or reduced by any taxes required to be withheld by you the payments shall be grossed up so as to result in our receipt of an amount equal to that which would have been received by us but for the said taxes.

1. Debt recovery costs and interest on overdue invoices shall accrue on any unpaid amounts from the date when payment becomes due to the maximum extent permitted by The Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 as amended, extended, consolidated or replaced from time to time or other similar laws that may be applicable.

1. You agree to indemnify and hold us harmless from any deficiency (including penalties and interest) relating to taxes which are your responsibility under this Agreement and reimburse us for all accounting and legal fees and expenses incurred in connection with an assessment of such a deficiency. 

Termination

1. We shall have the right to terminate any Order by notice to you if you:
   1. fail to make any payment due to us by the due dates specified in this Agreement; or
   2. are in breach of this Agreement or you fail to comply with any material obligations this Agreement apply and in either case you do not remedy the same (if capable of being remedied) within three (3) days of receipt of notice in writing from us specifying the breach or failure and calling for the same to be remedied; or
   3. compound or make arrangements with your creditors or become insolvent or if any order is made or resolution passed for Your liquidation, winding up or dissolution or if a receiver or manager or administrative receiver or administrator is appointed over the whole or a substantial part of your assets or of anything analogous to or having substantially similar effect of any such events shall occur under the laws of any applicable jurisdiction

1. Termination in accordance with clause 13 shall be treated as a cancellation by you and you will be required to pay the cancellation sums specified in clause 17 below.

Changes and cancellation

1. We reserve the right to change details of the Event if necessary, although we will endeavour to keep all changes to a minimum. We will inform you as soon as possible of important changes, for example name, date changes or delivery mechanism (virtual, in-person or hybrid).

1. In the event that we postpone an Event, all fees paid by you for such Event by such postponement date will be credited towards the rescheduled date for the Event.

1. In the event that we cancel the Event for commercial reasons such as lack of support, then all charges paid by you for the specified services will be refunded. You agree that under those circumstances you will not have any further claims against us. Liability will be limited to the fees paid.

1. Once you have entered into this Agreement, if you subsequently decide for any reason to withdraw from the Event or reduce your original commitment as set out in your Order, you will immediately inform us in writing to enable us to decide whether or not to accept your cancellation. If accepted by us, you will be liable to pay the following cancellation charges in respect of your sponsorship, taking of exhibition space or delegate attendance at an Event, based on the date of the original, not rescheduled, Event:
   1. Cancellations received 100 days or greater prior to the Event will pay 50% of your total fees for the Event as set out in the Order;
   2. Cancellations received 45 days to 100 days prior to the Event will pay 75% of your total fees for the Event as set out in the Order; and
   3. Cancellations received less than 45 days prior to the Event must pay 100% of your total fees for the Event as set out in the Order.

Please note if the Event is the production or publication of a work the date of the Event is the due date for publication agreed by the parties in the Order.

1. In the event of you giving written notice at any time prior to the event of your intention to cancel the services or in the event of your failure to occupy the stand space by the day prior to the opening of the Event, we will have absolute discretion to reallocate the display space without being under any liability to refund or abate any charges paid or due except as provided below.

Force Majeure

1. We reserve the right to cancel the Event by reason of Force Majeure, including but not limited to fire, flood, extreme weather conditions, acts of war or violence, malicious damage, explosion, earthquake, pandemic (including any government/state action taken as a result of it), strike, civil disturbances, political unrest, riot, labour dispute, power cuts or any other extraneous variable beyond EPV’s control.

1. Neither party shall be liable for failure to perform its part of this Agreement in the event of Force Majeure as listed above, provided that those events could not be foreseen or the effects of these events prevented, when the contract was entered into. 

Exclusion of Liability

1. You shall defend, indemnify and hold us harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by us as a result of, related to or arising in connection with (i) a breach of this Agreement by you, and/or (ii) any acts or defaults of you, your employees or agents in connection with the Event.

Indemnity

1. Each party shall, to the fullest extent permitted by the applicable law, exclude the other from: (a) all liability for loss, injury or damage to persons or property at the Event; (b) all indemnities, warranties, representations, terms and conditions (whether express or implied); and (c) any actual or alleged indirect loss or consequential loss howsoever arising suffered by you, or any loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss (whether direct or indirect). If either party is liable to the other for any reason, the total liability under this Agreement or otherwise in relation to the Event is limited to the amount of the Fees received by us.

1. Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.

Third Party Rights

1. Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term this Agreement. 

Entire Agreement, Variations and Assignments

1. This Agreement constitutes the entire agreement between the you and us and supersedes all previous communications, representations and arrangements, written or oral, except in respect of any fraudulent misrepresentation made by either party. You acknowledge that no reliance is placed on any representation made but not embodied in this Agreement.

1. No variation will be effective unless in writing and signed by authorised representatives of both parties. We shall be entitled to vary the terms of this Agreement on one week’s notice to you, such notice can be sent to you on the email you set out in the Order or such other email as you notify us from time to time. The revised terms and conditions forming the Agreement will be set out on our website and will take effect from the date stated on them whether or not you received our email notifying you of the variation.  You are advised to check our website from time to time for any variations of the terms and conditions. In the event of any conflict between the terms of this Agreement and any other document, the terms of this Agreement shall prevail.

1. No waiver or any breach of any of this Agreement shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.

1. We may assign, transfer or novate this Agreement and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter 

Applicable Law

1. This Agreement will be governed by and construed in accordance with the laws of England and will be subject to the non-exclusive jurisdiction of the Courts of England.