SPONSORSHIP AGREEMENT TERMS AND CONDITIONS

TERMS AND CONDITIONS OF SPONSORSHIP

AGREED TERMS

1. INTERPRETATION‍

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:

Athletes: individuals which and are part of the DIS Programme.

Brand Guidelines: a set of sponsorship/branding values produced by DIS which sets out the consistent use of DIS brand elements as provided by DIS and updated and/or amended from time to time.

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 of this Agreement as shown in the Sponsorship Terms section above.

Controller,   processor,   data   subject,   personal   data,   personal   data   breach,   processing   and appropriate technical measures: as defined in the Data Protection Legislation.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).  

DIS Events: social evenings, presentations and online events organised by DIS to aid in the awareness and publicity of DIS, the DIS Programme, Athletes and Sponsors.

DIS Marks: the DIS trade mark/branding/logo(s)

DIS Programme: a dedicated performance programme run by DIS to support Athletes to compete at the highest level in their chosen sport.  

DIS Publications: all written content produced by or on behalf of DIS including brochures, newsletters, leaflets, email footers and other content supplied by DIS pursuant to the Sponsorship Rights.

DIS Website: the official website hosted by or on behalf of the DIS at https://derbyshireis.co.uk/.

National Governing Body World Class Programmes: programmes run by UK Sport to invest in podium and podium potential Athletes through coaching, training and competition support.

Renewal Term: a period of 12 months following the Term.

Intellectual Property Rights: 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.

Sponsorship: the sponsorship arrangement between DIS and the Sponsor.

Sponsor Marks: the Sponsor trade marks/branding/logo(s)

Sponsor Materials: any and all items, samples of Sponsor product, services and promotional, marketing or advertising materials and premiums produced by or on behalf of the Sponsor which bear the Sponsor Marks.

Sponsorship Fee: as set out in the Sponsorship Terms.

Sponsorship Rights: the sponsorship rights granted to the Sponsor set out the Sponsorship Terms section.

Term: as defined in the Sponsorship Terms section above.

VAT: value added tax chargeable under the Value Added Tax Act 1994

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2. Term and Renewal

2.1 This Agreement shall take effect on and from the Commencement Date and shall continue for the Term unless terminated in accordance with the provisions of this Agreement.

2.2 This Agreement may be renewed for the Renewal Term following the expiry of the Term by the mutual agreement of the Parties on identical or similar terms as set out in this Agreement. The agreement of the Parties to enter into a Renewal Term must be concluded at least one month prior to the expiry of the Term.

2.3 Unless renewed in accordance with clause 2.2 the Agreement shall expire at the end of the Term.

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3. Grant of SPONSORSHIP Rights

3.1 In consideration of the payment of the Sponsorship Fee by the Sponsor to DIS pursuant to clause 4 of this Agreement, DIS grants to the Sponsor the Sponsorship Rights for use by the Sponsor, throughout the Term.

3.2 All rights not expressly granted to the Sponsor under this Agreement are reserved to DIS. The Sponsor acknowledges and agrees that:

(a) DIS is the owner of the Sponsorship Rights and of all rights in the DIS Marks, DIS Programme and DIS Publications

(b) the Sponsor shall not be entitled to exploit or enter into any commercial or other agreement in relation to the Sponsorship Rights and/or the Athletes without the prior written consent of DIS; and

(c) the Sponsor shall have no rights in relation to any of the Athletes except to the extent that such rights relate to the Sponsorship Rights granted under this Agreement. The Sponsor acknowledges that any Sponsorship Rights which relate to any Athletes may only be exploited for so long as the Athlete is and remains contracted to DIS.

3.3 If, for whatever reason, DIS is unable to deliver any of the Sponsorship Rights, DIS may offer alternative rights to the applicable Sponsorship Rights to an equivalent value. DIS will notify the Sponsor of any changes made to the Sponsorship Rights in writing prior to making the change.  

3.4 DIS shall be entitled to enter into any sponsorship arrangement with any third party. The Sponsor agrees that DIS shall not be nor considered to be nor deemed to be in breach of any provision of this Agreement as a result of entering into such arrangement.

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4. CONSIDERATION

4.1 In consideration of the grant of the Sponsorship Rights, the Sponsor agrees to pay to DIS the Sponsorship Fee in the manner set out in the Sponsorship Terms section  above.

4.2 DIS will send the sponsor an invoice to collect the relevant fee.  If required a direct debit mandate will be set up.  

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

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5. OBLIGATIONS OF DIS

In consideration of the payment of the Sponsorship Fee, DIS hereby represents, warrants and undertakes to the Sponsor as follows:

(a) that it shall use reasonable endeavours to promote the goodwill and reputation of the Sponsor;

(b) to support the Sponsor in seeking to exercise the Sponsorship Rights;

(c) not to do or omit to do anything which is prejudicial to the good image and/or reputation of the Sponsor;

(d) to notify the Sponsor as soon as reasonably practicable of any rules and restrictions which may affect the exercise of the Sponsorship Rights;

(e) that it has and will continue to have throughout the Term (and any Renewal Term) full right, title and authority to enter into this Agreement and accept and perform the obligations imposed on it by this Agreement;

(f) to use its reasonable endeavours to ensure that none of its directors, officers or employees, acting in the course of his or her employment, makes any statement that is knowingly defamatory, disparaging of or derogatory to the Sponsor; and

(g) to use the Sponsor Mark in the manner and form illustrated in Part A of Schedule 1;

5.2 Unless otherwise agreed, the Parties shall at least twice during the Term (and any Renewal Term), hold a meeting for the purposes of monitoring the performance of the Sponsorship and any other relevant issues under this Agreement. Such meetings will be held at such times and locations as may be mutually agreed by the Parties.

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6. OBLIGATIONS OF THE SPONSOR

6.1 The Sponsor hereby represents, warrants and undertakes that:

(a) it shall pay the Sponsorship Fee to DIS in the amount and on the date specified in clause 4;

(b) it has, and will continue to have throughout the Term (and any Renewal Term), full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it under this Agreement;

(c) it shall exercise the Sponsorship Rights strictly in accordance with the terms of this Agreement. For the avoidance of doubt, the Sponsor shall not be entitled to suggest any endorsement of the Sponsor's products or services by any Athletes nor can it enter into separate endorsement/sponsorship arrangements with any of the Athletes outside of the terms of this Agreement;

(d) it shall not use DIS, DIS Publications or any Athletes image or otherwise, or use the Sponsorship Rights granted in connection with any website or mobile device application save as expressly provided in this Agreement;

(e) it shall not, without the prior written approval of DIS, engage in any joint promotional activity or otherwise exploit any of the Sponsorship Rights with or in connection with any third party;

(f) it shall not do or permit anything to be done which might adversely affect the rights of DIS or to any of the Sponsorship Rights and shall provide all reasonable assistance to DIS in relation to the performance and exploitation of the Sponsorship Rights;

(g) it shall observe and abide by all relevant laws (including but not limited to the Bribery Act 2010, as amended, extended or re-enacted from time to time and specifically, it shall not exercise the Sponsorship Rights in any manner that might constitute an offence under that Act), rules, regulations, directions, codes of practice or guidelines imposed by national law or any competent authority which are applicable to DIS or to the activities of advertisers or sponsors in connection with any of the above;

it shall promptly observe and comply with all reasonable instructions, directions or regulations issued by or on behalf of DIS;

it shall use reasonable endeavours to ensure that none of its directors, officers or employees, acting in the course of his or her employment, makes any statement that is knowingly defamatory, disparaging of or derogatory to DIS and/or the Athletes;

it shall ensure that any and all Sponsor Materials are produced to the Sponsor's corporate quality standards and in line with the Brand Guidelines and are fit for their purpose.

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7. GOOD FAITH

7.1 In entering into this Agreement, the Parties undertake to act in good faith towards each other in respect of this Agreement.

7.2 DIS and the Sponsor each undertake and warrant to the other that it shall not in any manner attempt to tarnish or damage the reputation of the other Party.

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8. INTELLECTUAL PROPERTY‍

8.1 DIS grants the Sponsor a non-exclusive, royalty-free licence during the Term (and any Renewal Term) to use the DIS Marks solely in connection with the exercise of the Sponsorship Rights.

8.2 The Sponsor hereby represents, warrants and undertakes that:

(a) it shall not issue, publish, circulate, amend or otherwise make use of the DIS Marks or the DIS Publications without the prior written approval of DIS;

(b) it shall not use of the Sponsor Mark in accordance with the terms of this Agreement shall not infringe the rights, including, the Intellectual Property Rights, of any third party.

8.3 The Sponsor warrants that it is the proprietor of the Sponsor Marks and it is not aware that the Sponsors Marks or use of the Sponsors Marks infringes the rights of any right party. The Sponsor hereby grants to DIS a non-exclusive, royalty-free licence during the Term (and any Renewal Term) to use the Sponsor Marks in connection with the exercise of the Sponsorship Rights.

8.4 The Sponsor agrees and consents to the use and reproduction by DIS of the Sponsor Marks for use on the DIS Website (in isolation or in conjunction with other sponsor marks) and any DIS Publication for the purposes of advertising, merchandising, publicity or otherwise in relation to the exercise of the Sponsorship Rights.

8.5 The Sponsor shall not issue, publish, circulate or otherwise make use of any Sponsor Materials or exercise the Sponsorship Rights without the prior written approval of DIS.

These terms and conditions are governed by and construed in accordance with the laws of Derby and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

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9. SUSPENSION OF SPONSORSHIP RIGHTS

If the Sponsor fails to make payment of the Sponsorship Fee when it falls due in accordance with clause 4, DIS reserves the right to suspend and, where applicable, withdraw the grant of Sponsorship Rights immediately and until such time as payment of the overdue sum is made to DIS in cleared funds.

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10. TERMINATION

10.1 Without affecting any other right or remedy available to it, DIS may terminate this Agreement with immediate effect by giving written notice to the Sponsor if they:

(a) fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;

(b) commit a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;

(c) suspend, 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);

(d) have a petition filed, a notice is given, a resolution is passed, or an order is made, for or in connection with their winding up (being a company, limited liability partnership or partnerships);

(e) suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business;

(f) experience a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or

(g) do act or omission which DIS reasonably considers materially adversely affects the image or reputation of DIS.

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11. CONSEQUENCES OF TERMINATION

11.1 On expiry or termination of this Agreement:

(a) all of the Sponsorship Rights shall terminate;

(b) the Sponsor shall not use or exploit its previous connection with DIS or any Athletes; and

(c) the Sponsor shall promptly return to DIS all property in connection with the Sponsorship Rights within its possession.

11.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

11.3 Termination or expiry of this Agreement 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 this Agreement which existed at or before the date of termination or expiry.

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12. FORCE MAJEURE

12.1 Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other Party for any delay in performance or any performance or any non-performance of any obligations under this Agreement if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that Party including, without limitation any act of God, fire, earthquake, weather conditions, strike, civil commotion, acts of vandalism, act of government or public authority, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (“Force Majeure Event”) the time for performance of such obligations shall be extended accordingly.  

12.2 If the Force Majeure Event prevents, hinders or delays a Party's performance of its obligations for a continuous period of more than 20 Business Days, the Party not affected by the Force Majeure Event may terminate this Agreement by giving 10 Business Days' written notice to the affected Party.

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13. LIABILITY

13.1 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 of its employees while acting in the course of their employment.

13.2 Subject to clause 13.1, neither Party shall be liable to the other under this Agreement for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result of breach or non-performance of this Agreement due to a Force Majeure Event.

13.3 Subject to clause 13.1, under no circumstances shall DIS be liable for any costs, damages, claims, actual or alleged indirect loss or consequential loss howsoever arising suffered by the Sponsor, including, but not limited to, loss of profits, anticipated profits, savings, business or opportunity or loss of publicity or loss of reputation or opportunity to enhance reputation or any other sort of economic loss.

13.4 Subject to clause 13.1, the DIS's maximum aggregate liability in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of the Sponsors obligations under this Agreement in respect of any one or more incidents or occurrences during the Term (or any Renewal Term) shall be limited to a sum equal to the amount of the Sponsorship Fee received by DIS as at the date of such act or omission

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14. INDEMNITY

The Sponsor shall indemnify DIS 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 DIS arising out of or in connection with:

(a) the exercise by the Sponsor of the Sponsorship Rights, whether or not in accordance with the provisions of this Agreement; and

(b) the use by the Sponsor of the Sponsor Mark and any claim that such use infringes any Intellectual Property Rights or moral rights of any third party.

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15. ASSIGNMENT

15.1 This Agreement is personal to the Sponsor and the Sponsor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

15.2 DIS may at any time assign, transfer, mortgage, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that DIS gives prior written notice to the Sponsor.

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16. ANNOUNCEMENTS

DIS are authorised to make public announcement, communication or circular concerning this Agreement and the Sponsorship Rights without obtaining the prior consent of the Sponsor. All public announcements, press releases or other written statements in respect of this Agreement and Sponsorship Rights which the Sponsor wishes to publish must be approved by DIS prior to their issue, such consent shall not be unreasonably withheld.

17. DATA PROTECTION

17.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

17.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, DIS is the Controller and the Sponsor is the Processor.

17.3 Without prejudice to the generality of clause 17, DIS will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to DIS for the duration and purposes of this Agreement.

17.4 Without prejudice to the generality of clause 17, the Sponsor shall, in relation to any personal data processed in connection with this Agreement:

(a) process that personal data only on the documented written instructions of DIS unless the Sponsor is required by Applicable Law to otherwise process that personal data. Where the Sponsor is relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, the Sponsor shall promptly notify DIS of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits the Sponsor from so notifying the DIS;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by DIS, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of DIS has been obtained and the following conditions are fulfilled:

(e)   DIS or the Sponsor has provided appropriate safeguards in relation to the transfer;

(f)   the data subject has enforceable rights and effective legal remedies;

(g)    the Sponsor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(h) the Sponsor complies with reasonable instructions notified to it in advance by DIS with respect to the processing of the personal data.

17.5 DIS does not consent to the Sponsor appointing any third party processor of personal data under this Agreement.

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18. CONFIDENTIALITY

18.1 The Sponsor undertakes that it shall not at any time, and for a period of five years after expiry or termination of this Agreement, disclose to any person or corporate/public entity any confidential information concerning the business, affairs, Athletes, DIS Programme, events, social evenings, customers, clients or suppliers of DIS, except as permitted by clause 18.2.

18.2 The Sponsor may disclose DIS confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Sponsors Rights or carrying out its obligations under or in connection with this Agreement. The Sponsor shall ensure that its employees, officers, representatives or advisers to whom it discloses DIS confidential information comply with this clause 18; and

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

18.3 The Sponsor shall use any DIS confidential information for any purpose other than to exercise its rights or perform its obligations under in connection with this Agreement.

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19. NOTICES

19.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next Business 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 the address specified.

19.2 Any notice 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 Business Day delivery service, at 9.00 am on the second Business Day after posting; and

(c) if sent email, at 9.00 am on the next Business Day after transmission.

19.3 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.

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20. WAVIER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement 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.

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21. RIGHTS & REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

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22. COSTS

Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation and execution of this Agreement.

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23. ENTIRE AGREEMENT

23.1 This Agreement 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.

23.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

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24. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

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25. GOVERNING LAW

This Agreement 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.

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26. JURISDICTION

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 this Agreement or its subject matter or formation.

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27. THIRD PARTY RIGHTS

27.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

27.2 The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

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28. NO PARTNERSHIP OR AGENCY

28.1 Nothing in this Agreement 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.

28.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.