Partnership Agreement Terms & Conditions 2017

  1. Definitions

In this agreement, the following words shall have the following meanings, unless the context requires otherwise:

Sponsorship” includes platinum, gold, silver and bronze sponsors and exhibitors
Sponsor” means an organisation that is named as one of the official platinum, gold, silver or bronze sponsors and exhibitor participants;
Organiser” means the company who is organising and project managing the development of the event – Premier Publishing Ltd.
Event” means the Event titled on the email confirmation – or any of the sub conferences, summits or exhibitions
Event Manager” means the person(s) appointed by the Organiser to manage and coordinate all contractors, sponsors, concessionaires and other participants of the event.
Fee” means the price for the Sponsorship agreement.
Term” means the period from today until the last day of the Event, as listed on the email confirmation.
Venue” means primarily the Venue listed in the email confirmation which relates to the specific event listed in the email confirmation, but includes all of land around the Centre which is directly associated with its use and any other buildings and land which will be used in conjunction with the Event.
  1. Interpretation

In this agreement unless the context otherwise requires:

    1. A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
    2. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
    3. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
    4. in this agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
    5. the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
    6. all money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.

 

  1. Warranties for authority

Each of the parties warrant:

    1. that it has power to enter into this agreement and has obtained all necessary approvals to do so.
    2. that it is not aware of anything within its reasonable control which might or will adversely affect its ability to fulfill its obligations under this agreement.
    3. that it is not insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other right over or against its assets.
  1. Relationship of parties
    1. Nothing in this agreement shall create a partnership or agency or other relationship between any of the parties, other than the contractual relationship expressly provided for in this agreement.
    2. Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.
  2. Entire agreement
    1. This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
    2. Each party acknowledges that, in entering into this agreement, they do not rely on any representation, warranty, information or document or other term not forming part of this agreement.
  3. Joint obligations

Each of the parties agrees and undertakes to the other that they will:

    1. co-operate fully and in good time with the other so as to ensure that the rights granted in this agreement are delivered to the reasonable expectations of the Sponsor.
    2. not do anything which prejudices or defames the other of them whether related to the Event or any aspect of this agreement.
  1. Obligations of Sponsor

The Sponsor now acknowledges and undertakes that they will:

    1. submit their company logo. Preferably in high resolution, vector, Adobe illustrator or EPS format and company profile (50 words) in a word document within one week of signing.
    2. comply at all times with the reasonable requests of the Event Manager.
    3. exercise all rights granted in this agreement in accordance with the law.
    4. not post or disseminate the Intellectual Property of the Event without express written approval of the Organiser. Event content including but not limited to photos, videos, slides, or papers, are considered property of the Organiser.
    5. to have a policy of insurance in place at the company that covers 3rd party liability
    6. refrain from bringing food or beverages onto the Venue without the express written permission of the Organiser.
    7. comply with all applicable statutes, ordinances, rules and requirements relating to health, fire, safety, and use of the premises. Booth decorations must be flame-proof and all hangings must clear the floor. Electrical wiring must conform with all national and local government requirements. If inspection indicates that a sponsor has neglected to comply with these regulations, or otherwise incurs fire hazards, the right is reserved to cancel at sponsor’s expense all or such part of the exhibit as may be irregular.
  1. Obligations of Organiser

The Organiser undertakes to the Sponsor that they will:

    1. permit access to the Sponsor to erect and place structures and materials at the Venue and to remove them at the end of the Term.
    2. arrange for the Sponsor to be given access and space for vehicles and people to place structures and materials as above and ensure that every employee and contractor working in connection with the Event, is aware of the obligations of the Organiser in the general terms of this agreement.
    3. ensure the delivery and fulfilment of the sponsorship rights granted to the Sponsor
    4. to take out a policy of insurance with a substantial insurer in respect to the Event and event cancellation insurance to cover costs in the event that the Event is cancelled through Force Majeure
    5. allow the sponsor to use the Intellectual Property of the Organiser so far as it relates to the Event, in all the Sponsors marketing and promotional materials in any format or medium inside and outside of the Venue.
  1. Sponsorship Fee and Payment

All sums due under this agreement:

    1. shall be made no later than 14 days after the submission of an invoice or 5 working days before the commencement of the Event, whichever is sooner. Should a sponsor not have paid the invoice within 5 working days of the commencement of the Event, all advertising, exhibitor space, complimentary passes and sponsorship will be suspended, where possible the booth resold and the sponsor will be liable for 100 per cent of the sponsorship Fee.
    2. shall be paid in Euro by cheque made payable to Premier Publishing Limited or via bank transfer
  1. Sponsorship Cancellation

Should the sponsor wish to withdraw from being a sponsor of the Event after the agreement has been signed, the sponsor will be liable to pay the following amounts:

    1. Cancellation after Sponsor’s Logo has been placed on the Event website: 30% of Fee
    2. Cancellation 150 days prior to event: 50% of Fee
    3. Cancellation 100 days days prior to event: 75% of Fee
    4. Cancellation 50 days prior to event: 100% of Fee

Cancellation of sponsorship must be directed in writing to:

Colin Murphy, Premier Publishing Ltd. 51 Park West Enterprise Centre, Nangor Road, Dublin 12 or email colin@prempub.com

  1. No deductions or withholdings

All fees payable to us by you in accordance with the terms contained in this agreement shall be paid free and clear of all deductions or withholdings whatsoever.

  1. Unauthorised Promotional literature, merchandise and/or gifts

The placing of unauthorised promotional literature, merchandise and/or gifts at the Event is strictly forbidden. All unauthorised items will be removed and disposed of without notification.

  1. Indemnification

Both the Organiser and Sponsor (the “Indemnifying Party”) shall indemnify the other party (the “Indemnified Party”) against and save each other harmless from any and all suits, proceedings at law or in equity, claims, liabilities, damages, costs, payments and expenses, including reasonable attorney’s fees, asserted against or incurred by the Indemnified Party, arising out of or in connection with the negligence or wilful misconduct of the Indemnifying Party in the performance of this Agreement including, but not limited to, any claim for damages to property or injuries to persons, to the extent that such damages or injuries shall have been caused by, or shall have resulted from the wilful or negligent acts or omissions of the Indemnifying Party, or its employees or agents.

  1. Event Postponement or Cancellations

The Organiser at its discretion shall have the right to postpone or cancel the Event and shall be liable in no way to the sponsor for losses resulting from such delay or cancellation. The Organiser will not be liable for fulfilment of this contract as to the delivery of exhibition space if non-delivery is due to any of the following causes including, but not limited to: damage caused by fire, act of God, public enemy, war or insurrections, strikes, picketing, the authority of the law, or for any cause beyond the Organiser’s control. It will, however, in the event of it not being able to hold the Event for any of the above named reasons, reimburse the sponsor for the amount already paid for the sponsorship.

  1. Insurance

All Sponsors are strongly urged to obtain insurance coverage against damage or loss and public liability insurance against injury to the person or property of others.

Exhibition materials should be covered from the time they are shipped, through move-in, exhibit dates, move-out and until all materials have been received at the point of origin. The Sponsor assumes the entire responsibility and liability for losses, damages and claims arising out of injury or damage to Sponsor’s display, equipment and other property brought upon the venue and shall indemnify and hold harmless the Organiser from any and all such abuses, damages and claims.

  1. Compliance

The Sponsor agrees to abide by and comply with the rules and regulations including any amendments that the Organiser may make from time to time. The Sponsor further assumes all responsibility for compliance with all pertinent laws, ordinances, regulations and codes of duly authorised governing bodies concerning fire, safety and health as well as the rules and regulations of the operators of and/or owners of the property where the Event is held.

  1. Amendments

Any and all matters and questions not specifically covered by the preceding regulations shall be subject to the decision of the Organiser. Sponsors shall be notified in writing of any amendments to these regulations.

  1. Miscellaneous matters
    1. The schedules, if any, to this agreement are part of the agreement and have the same force and effect.
    2. No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
    3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
    4. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
    5. Any communication to be served on either of the Parties by the other shall be delivered by e-mail, hand or sent by first class post.
    6. It shall be deemed to have been delivered:
    7. if delivered by hand: on the day of delivery;
    8. if sent by post to the correct address: within 72 hours of posting;
    9. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by sender.
    10. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
    11. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
    12. Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement.
    13. The validity, construction and performance of this agreement shall be governed by the laws of Republic of Ireland.

Any and all matters and questions not specifically covered by the preceding regulations shall be subject to the decision of the Organiser. Sponsors shall be notified in writing of any amendments to these regulations.