1 Interpretation
1.1 The definitions and rules of interpretation in this Clause 1 apply in these T&Cs:
"Agreement" has the meaning given to it in Clause 2.1;.
"Alternative Rights" has the meaning given to it in Clause 7.3;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Confidential Information” shall mean information relating to either party’s clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to the other party. Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential;
“Contributed Content” means content drafted or submitted by Sponsor for publication on any Legalease platform, where Sponsor controls the initial draft but Legalease retains editorial review and approval rights and the right to reject or amend the content;
“Data Privacy Laws” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation: (i) UK Data Protection Legislation (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (iii) EC Directive 2002/58/EC on Privacy and Electronic Communications; (iv) all local laws or regulations implementing or supplementing the EU legislation mentioned in (ii) and (iii) above; (v) codes of practice and guidance issued by national regulators relating to the laws, regulations and EU legislation mentioned in (i)-(iv) above;
"Event and Ticketing Terms" means Legalease’s terms and conditions available here that apply to all persons purchasing a ticket to, or otherwise attending, a Legalease event, including any Sponsorship Event;
“Fees” means the fees payable by Sponsor for the Sponsorship Rights (as applicable), as specified in the Order Form;
“Force Majeure” means an event outside Legalease’s reasonable control including natural disasters, actions or decrees of governmental bodies, communicable disease, war, riot, pandemic or epidemic (including Covid-19), and industrial action which makes the delivery by Legalease of any Sponsorship Rights or Sponsorship Opportunity under this Agreement impossible or materially more difficult or expensive;
“Intellectual Property Rights” means all intellectual property rights whether currently in existence or otherwise including copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and all similar rights whether registered or otherwise (including all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights;
“Legalease Mark” means the trading marks or names (whether registered or unregistered) owned by or licensed to Legalease from time to time, as notified to Sponsor in writing which Legalease agrees to permit Sponsor to use in association with the Sponsorship Opportunity;
“Location” means the site or address where the Sponsorship Event is intended to be held, as described under "Sponsorship Opportunity" in the Order Form;
“Media Content” means the photographs, audio/audio-visual/visual content and or data which Legalease owns or is licensed to Legalease by third parties;
"Order Form" the order form to which these Sponsorship T&Cs are attached;
“Payment Schedule” means the schedule for invoicing and payment of the Fees, as set out in the Order Form;
“Sponsor Mark” means the trading marks or names (whether registered or unregistered) owned by or licensed to Sponsor from time to time, as notified to Legalease in writing which Sponsor wishes Legalease to use in association with the Sponsorship Opportunity;
“Sponsor Marketing Activities” means any marketing activity carried out by Sponsor to promote or market a Sponsorship Opportunity and/or Sponsor’s association with the Sponsorship Opportunity;
“Sponsor Materials” means all documents, adverts, promotions and/or materials created by Sponsor in connection with a Sponsorship Opportunity under this Agreement, including any Contributed Content;
"Sponsor Obligations" means any obligations to be performed by Sponsor as set out in the Order Form or in these T&Cs;
“Sponsor Personnel” means any individual invited to a Sponsorship Event by Sponsor: including as a guest, an employee, a contractor, a speaker or in any other capacity;
“Sponsored Content” means content authored or commissioned by Legalease or a third-party contributor where Sponsor’s involvement is limited to branding association and payment, and Legalease retains full editorial control;
“Sponsorship Event” means the event(s) (whether virtual, hybrid or in-person) in relation to which Sponsor is being granted sponsorship rights under this Agreement;
"Sponsorship Opportunity" means any Sponsorship Event and/or any Sponsorship Publication in relation to which the Sponsor is being granted the Sponsorship Rights under this Agreement, as described in the Order Form;
"Sponsorship Opportunity Date" means the scheduled or anticipated date(s) for hosting the relevant Sponsorship Event(s) and/or publication of any Sponsorship Publication;
"Sponsorship Publication" means any Sponsored Content and/or Contributed Content published or intended to be published on any Legalease platform in relation to which Sponsor is being granted the Sponsorship Rights under this Agreement;
“Sponsorship Rights” shall mean (where applicable) the rights being granted by Legalease to Sponsor in relation to the Sponsorship Opportunity as set out in the Order Form;
“Term” means the duration of this Agreement as specified in the Order Form (unless terminated earlier in accordance with the terms of this Agreement);
“Territory” has the meaning given in the Order Form;
"T&Cs" means these Sponsorship T&Cs;
“UK Data Protection Legislation” means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018; and
“UK GDPR” has the meaning given to it in the Data Protection Act 2018 (as amended from time to time).
"Undelivered Sponsorship Rights" has the meaning given to it in Clause 7.3;
1.2 Unless the context otherwise requires:
(a) references to a person includes a legal person (such as a limited company) as well as a natural person;
(b) words in the singular include the plural and in the plural include the singular;
(c) the words “include” and “including” shall be construed without limitation; and
(d) any enactment includes any subordinate legislation made from time to time under it and is to be construed as references to that enactment as from time to time amended or modified or any enactment for the time being replacing or amending it.
2 The Agreement
2.1 The agreement comprises these T&Cs and the signed Order Form to which these T&Cs are attached (together, the "Agreement"). Words defined in the Order Form shall have the same meaning where used in these T&Cs. If there is any conflict between these T&Cs and the Order Form, unless expressly stated otherwise in the ‘Special Terms’ of the Order Form, the provisions of these T&Cs shall take precedence.
2.2 This Agreement shall apply to the exclusion of any other terms and conditions communicated to Legalease (including any terms and conditions which may be printed on or submitted with Sponsor’s purchase order or similar).
2.3 This Agreement shall commence on the Commencement Date and shall continue thereafter in full force and effect for the Term, subject to earlier termination in accordance with Clause 17 below.
3 Sponsorship Opportunities and Order Form Amendments
3.1 In consideration of the payment by Sponsor of the relevant Fees, Legalease will grant Sponsor the Sponsorship Rights during the Term in the Territory on the terms and conditions set out in this Agreement.
3.2 Unless expressly stated otherwise in the ‘Special Terms’ of the Order Form, Sponsor acknowledges that there is no restriction on the nature or identity of any other sponsors appointed to the relevant Sponsorship Opportunities and that other sponsors may be given rights in relation to the Sponsorship Opportunities similar to the Sponsorship Rights.
3.3 Sponsor must exercise the Sponsorship Rights granted under this Agreement in a manner consistent with the good name, goodwill, reputation and image of Legalease, its associated companies, any Sponsorship Opportunity and other sponsors, advertisers or exhibitors. Where Legalease is not expressly stated as responsible for costs in the Order Form, Sponsor may enjoy such Sponsorship Right at its own cost. Where Sponsor is permitted to use any Legalease Mark, the Legalease Mark shall be used on the Sponsor Materials and for the Sponsor Marketing Activities only.
3.4 Legalease shall be entitled to use Sponsor Marks as necessary in any media and in any form to provide the Sponsorship Rights. Sponsor consents to Legalease’s use of Sponsor Mark on social media and other media to promote any Sponsorship Opportunity and Sponsor and acknowledges that Legalease cannot accept responsibility for use of Sponsor Marks by third parties once Sponsor Mark is used on social media.
3.5 Where the Order Form provides a timetable or schedule for delivery of the Sponsorship Opportunity, Legalease shall use reasonable endeavours to comply with these but time shall not be of the essence.
3.6 Legalease and Sponsor shall work cooperatively to deliver the Sponsorship Opportunity and Sponsor shall use all reasonable endeavours to meet any relevant dates for delivery of the Sponsor Obligations. The Sponsor shall notify Legalease in writing immediately upon becoming aware of any circumstances which give rise to a known or suspected inability on the part of the Sponsor to fulfil any of its Sponsor Obligations by the agreed dates, and in any event no later than two (2) months prior to the relevant Sponsorship Opportunity Date.
3.7 Both parties agree that where the Sponsorship Opportunity will not be delivered by the Sponsorship Opportunity Date, the preference is to postpone rather than cancel a Sponsorship Opportunity.
3.8 Subject to Clause 4.2 below, any changes or amendments to the Order Form shall be subject to Legalease and Sponsor agreeing, in writing, to the scope change including the fees payable to Legalease.
4 Special Terms applicable to Sponsorship Events only
4.1 Unless expressly stated in the Order Form or the Sponsorship Rights, Sponsor does not have the right to film any Sponsorship Events or otherwise use moving footage or audio of such Sponsorship Events.
4.2 Legalease shall endeavour to deliver the Sponsorship Event at the Location on the relevant Sponsorship Opportunity Date. Legalease reserves the right to change the Sponsorship Opportunity Date, the Location or any location of Sponsor displays at the Location on reasonable notice to Sponsor. On receipt of such notice, the Sponsorship Opportunity Date, the Location and the location of any Sponsor displays (as applicable) shall be deemed amended and the remainder of this Agreement shall continue un-amended. Legalease shall not be responsible for any costs incurred by Sponsor in the event of postponement or moving of a Sponsorship Event.
4.3 Sponsor acknowledges that Legalease cannot guarantee that any Sponsorship Event will attract any estimated or predicted number or demographic of guests, attendees, delegates, other exhibitors, sponsors, visitors, participants and/or leads (as applicable), and that any estimates or predictions are given by Legalease as an indication only. For the avoidance of doubt, any guarantees or confirmations given by Legalease (including those relating to numbers or demographic of attendees, participants and/or leads) in the Sponsorship Rights may not necessarily result in such actual levels. Sponsor further acknowledges that:
(a) Legalease cannot guarantee that Sponsor will achieve a certain level of sales or interest from any Sponsorship Event; and
(b) Legalease is not liable for any misrepresentation by Legalease or its representatives (whether innocently or negligently made) as to the number or demographic of guests, attendees, delegates, other exhibitors, sponsors, visitors, participants and/or leads (as applicable) of a Sponsorship Event.
4.4 Where, as part of the Sponsorship Rights, Sponsor is granted any speaking opportunities Sponsor shall ensure that:
(a) the details of any proposed speaker; and
(b) the content, nature and proposed speech of any speaker
are appropriate and shall not harm, impair or adversely affect Legalease's goodwill or brand and Sponsor shall provide to Legalease full details for its approval in advance of the Sponsorship Event if requested.
4.5 Where Sponsor is granted access, tickets or passes to a Sponsorship Event (either free of charge, discounted or for full price) any Sponsor Personnel or ticket holders must comply with the terms relating to any tickets and the Event and Ticketing Terms.
4.6 Sponsor will be responsible for the acts and omissions, behaviour and conduct of all Sponsor Personnel. Sponsor shall use its reasonable endeavours to ensure that at all times Sponsor Personnel shall comply with all relevant rules and regulations governing access to a Sponsorship Event (including the Event and Ticketing Terms) and shall not do or omit to do anything which may jeopardise the general safety and conduct of a Sponsorship Event. If in Legalease’s reasonable opinion any Sponsor Personnel’s conduct falls below this standard, Legalease may refuse to permit Sponsor Personnel entry to the Sponsorship Event or ask them to leave.
4.7 Sponsor shall, and shall procure that all Sponsor Personnel shall:
(a) not bring into the Sponsorship Event(s) any items prohibited by Legalease. Sponsor acknowledges that all prohibited items may be confiscated;
(b) comply with all safety announcements and reasonable directions given by Legalease or its authorised representatives at the Sponsorship Event(s); and
(c) not make or take any photographs, film or other recordings at the Sponsorship Event(s) for any commercial purpose other than as permitted in accordance with this Agreement.
4.8 Sponsor and Sponsor Personnel must comply with all health and safety laws and provide to Legalease all reasonably required documents (including health and safety assessment forms) promptly on request by Legalease.
5 Special Terms applicable to Sponsorship Publications only
5.1 Legalease retains absolute editorial discretion over all Sponsorship Publications.
5.2 Where a Sponsorship Publication comprises Sponsored Content, Sponsor shall have no approval right over its editorial substance. Sponsor may approve only the placement of its branding or logo and the factual accuracy of any description of Sponsor.
5.3 Where a Sponsorship Publication comprises Contributed Content, Sponsor shall submit the Contributed Content to Legalease for editorial review and approval before publication. Legalease may reject the Contributed Content or require amendments to it in its absolute discretion (including to address any actual or suspected non-compliance with the CAP Code, applicable advertising standards or applicable laws). Contributed Content must comply with Legalease’s editorial guidelines, which Legalease shall provide to Sponsor and may update from time to time.
5.4 Sponsor warrants and undertakes that all Contributed Content:
(a) is original to Sponsor or Sponsor has obtained all necessary rights, licences and permissions to grant the rights contemplated by this Agreement;
(b) does not infringe the Intellectual Property Rights or other rights of any third party;
(c) is accurate, up to date and not misleading;
(d) is not defamatory, obscene, threatening, abusive or otherwise unlawful;
(e) does not violate any right of privacy or confidence of any third party;
(f) where applicable, complies with the CAP Code, all applicable advertising standards, and all applicable laws;
(g) complies with Legalease’s editorial guidelines as provided to Sponsor from time to time;
(h) does not contain any virus, malicious code or harmful component; and
(i) where it includes statements of fact, opinion or data relating to any third party, such statements are fair, honestly held and supportable.
5.5 Legalease shall determine the form and placement of any sponsorship, advertising or commercial disclosure in relation to any Sponsorship Publication in its sole discretion, and Sponsor consents to such labelling.
5.6 The withdrawal or takedown of any Sponsorship Publication after publication shall be subject to the following provisions:
(a) Where a minimum publication period has been agreed in the Order Form or as part of the Sponsorship Rights, Legalease shall honour that minimum period and shall not withdraw or takedown the relevant Sponsorship Publication before its expiry, except as provided in paragraph (c) below.
(b) Where no minimum publication period has been agreed, Legalease shall keep the relevant Sponsorship Publication available for a reasonable period, having regard to the nature of the Sponsorship Opportunity and the Fees paid.
(c) Notwithstanding paragraphs (a) and (b), Legalease shall have an absolute right to withdraw or takedown any Sponsorship Publication at any time where Legalease has reasonable concerns about the content, accuracy, legality or reputational impact of that Sponsorship Publication, or where Legalease receives a complaint or regulatory enquiry in relation to such content. Following any such withdrawal or take down, the parties shall discuss in good faith the possibility of amending and/or republishing the relevant content.
(d) For Contributed Content, Sponsor may request removal or amendment of outdated or materially inaccurate content, and Legalease shall use reasonable endeavours to comply within a reasonable timeframe.
5.7 Sponsor retains all underlying Intellectual Property Rights in and to the Contributed Content throughout the Term and thereafter. During the Term, Sponsor grants Legalease a worldwide, royalty-free, exclusive licence to publish, reproduce, distribute, make available, display and adapt the Contributed Content for formatting and editorial purposes only, and to sub-license those rights to the extent necessary for Legalease’s usual publication and distribution channels. On expiry or termination of the Term, that exclusive licence shall automatically convert into a worldwide, royalty-free, non-exclusive, perpetual and irrevocable licence on the same terms, including for archival and historical record purposes, and shall include the right to sub-license those rights to the extent necessary for Legalease’s usual publication and distribution channels.
6 Sponsor Obligations
6.1 Sponsor shall:
(a) ensure that:
(i) the content, nature and proposed use of each Sponsor Material which: (i) incorporates a Legalease Mark, or any Media Content, (ii) refers to Legalease, a Sponsorship Opportunity, or any third party Sponsor of a Sponsorship Opportunity; and/or (iii) is to be used for the Sponsor Marketing Activities; and
(ii) each and every Sponsor Marketing Activity;
is approved in writing by Legalease prior to Sponsor commencing any such Sponsor Marketing Activity or prior to the publication or use of the relevant Sponsor Material;
(b) provide one sample of each Sponsor Material to Legalease for prior approval and ensure that all Sponsor Materials used conform with any samples approved by Legalease;
(c) not engage in any joint exploitation of or otherwise enter into any joint marketing or promotion such that any of the Sponsor Materials, Legalease or the Sponsorship Opportunity is associated with any third party or any third party’s products or services without the prior written consent of Legalease;
(d) not knowingly exercise the Sponsorship Rights in such a way as to conflict with or do anything which conflicts with the rights granted to any other third party Sponsor or official supplier of Legalease or a Sponsorship Opportunity, including but not limited to the other sponsors;
(e) co-operate with and comply with all reasonable requests of Legalease at all times during the Term, including any deadlines for copy, and promptly notify Legalease of any factor which could or does impact upon Sponsor’s ability to perform Sponsor’s Obligations applicable to the Sponsorship Opportunity under this Agreement;
(f) perform the Sponsor Obligations as set out in the Order Form;
(g) not use the Legalease Marks except as expressly provided in this Agreement and in accordance with any usage guidelines Legalease may issue in writing from time to time during the Term;
(h) not make any announcement of the nature or subject of this Agreement without the prior written consent of Legalease;
(i) not adopt or use any domain names, marks, drawings, symbols, emblems, logos, designations or names identical or confusingly similar to the Legalease Mark, Legalease’s other trading names, Legalease’s Intellectual Property Rights;
(j) not knowingly do or suffer to be done any act which will in any way harm, impair or adversely affect the rights and interests of Legalease or Legalease’s Intellectual Property Rights; and
(k) not make any representation or give any warranty on behalf of Legalease or otherwise pledge the credit of Legalease.
7 Cancellation of a Sponsorship Opportunity
7.1 Where any Sponsorship Opportunity cannot be delivered on the scheduled Sponsorship Opportunity Date (whether due to Force Majeure or otherwise), Legalease shall use reasonable endeavours to postpone it to a new date falling within 12 months of the original Sponsorship Opportunity Date. On postponement, the Fees shall remain committed and no refund shall be due, and the Order Form shall be deemed amended to reflect the new date.
7.2 If a Sponsorship Opportunity is cancelled as a result of a breach by Sponsor of this Agreement, a failure by Sponsor to perform the Sponsor Obligations, or conduct by Sponsor falling within Clause 17.3, Sponsor shall not be entitled to any refund of pre-paid Fees and all outstanding Fees shall remain due and payable, together with any expenses and third party costs properly incurred or committed to by Legalease.
7.3 Where Legalease cancels a Sponsorship Opportunity for any reason other than Sponsor fault, or where postponement under Clause 7.1 is not possible within 12 months, the resulting rights being the “Undelivered Sponsorship Rights”, Legalease shall offer Sponsor substitute alternative sponsorship rights of approximately equivalent financial value (the “Alternative Rights”) within 30 Business Days of the cancellation. If the parties cannot agree Alternative Rights within 60 Business Days of the cancellation, Legalease shall refund a pro-rata portion of any pre-paid Fees attributable to the cancelled Sponsorship Opportunity, less any reasonable costs already incurred by Legalease in preparing for that Sponsorship Opportunity. Future Fees attributable to the cancelled Sponsorship Opportunity shall cease to be payable.
7.4 Where a Sponsorship Opportunity cannot be delivered as a result of Force Majeure and postponement under Clause 7.1 is not possible within 12 months, the provisions of Clause 7.3 (Alternative Rights, failing which pro-rata refund less costs) shall apply.
7.5 Where Alternative Rights are agreed between the parties in writing, that agreement shall be binding. Legalease shall use reasonable endeavours to ensure that Alternative Rights are of approximately equivalent value, but Sponsor acknowledges that exact equivalence may not always be achievable.
8 Fees and Payment
8.1 Sponsor shall pay Legalease the Fees in accordance with the Payment Schedule and following receipt of the relevant invoice from Legalease.
8.2 Sponsor will pay all invoices in full within 30 days of the invoice date.
8.3 All fees and other sums referred to in this Agreement are exclusive of VAT (or other applicable sales tax) which Sponsor will pay to Legalease upon receipt of a valid VAT invoice.
8.4 If Sponsor is overdue with any payment hereunder, then without prejudice to Legalease’s other rights or remedies Legalease may charge interest on invoices which are not paid by the relevant due date from that date until the date of receipt of payment in full, calculated on a daily basis at a rate of 4% above the base rate from time to time of the Bank of England
8.5 Sponsor shall have no right to set-off or withhold any monies from payments of the Fees or other payments due.
8.6 Sponsor shall ensure that Legalease receives the full Fee net of any withholding tax that may be payable. If any withholding or similar tax is due in relation to the Fee, the Fee shall be deemed grossed up so that Legalease receives the full Fee under this Agreement.
9 Confidentiality
9.1 Each of the Parties undertakes to maintain the confidentiality of the other party’s Confidential Information at all times and to keep the other party’s Confidential Information secure and protected against theft, damage, loss or unauthorised access. Neither party shall at any time, whether during the Term or at any time thereafter, without the prior written consent of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder.
9.2 Each party may disclose the other’s Confidential Information to its employees, contractors or advisors who require it, provided that the recipients are themselves bound by obligations of confidentiality to the disclosing party. For the avoidance of doubt, Legalease shall be entitled to disclose Confidential Information to Sponsor provided that Sponsor is subject to a duty of confidentiality.
9.3 This Clause 9 shall not apply to any information which:
(a) is in the public domain or otherwise freely available (other than as a result of a breach by (i) the receiving party of its obligations or (ii) a third party of any obligation of confidentiality);
(b) is required to be disclosed by law. In such case the receiving party shall give the disclosing party reasonable written notice prior to such disclosure to enable the disclosing party to take steps or make representations to prevent any such disclosure;
(c) was already in the receiving party’s possession at the time of such disclosure and the receiving party has documentary proof of such possession;
(d) is subsequently received by the receiving party from a third party without an obligation of confidentiality; or
(e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
10 Legalease Warranties
10.1 Legalease warrants that:
(a) it has the authority to enter into this Agreement and to perform its obligations under this Agreement (and, where applicable, to grant Sponsor the Sponsorship Rights); and
(b) the person executing this Agreement for and on behalf of Legalease is a duly authorised representative of Legalease and has the unconditional capacity to execute and deliver this Agreement for and on behalf of Legalease.
10.2 Legalease disclaims all other conditions and warranties not expressly made in this Agreement, including without limitation about the Sponsorship Opportunities or the effectiveness of any of the Sponsorship Rights granted to Sponsor, to the maximum extent permitted by law.
11 Sponsor Warranties
11.1 Sponsor represents, warrants and undertakes that:
(a) it has the authority to enter into this Agreement and to comply with the obligations imposed on it under this Agreement and entering into this Agreement will not cause it to be in breach of any other obligation it has, contractual or otherwise;
(b) the person executing this Agreement for and on behalf of Sponsor is a duly authorised representative of Sponsor and has the unconditional capacity to execute and deliver this Agreement for and on behalf of Sponsor;
(c) it has the right (including all necessary Intellectual Property Rights) to grant to Legalease the right to use Sponsor Marks and Sponsor Materials and any copy and that it is able to grant the required rights in accordance with this Agreement;
(d) the use by Legalease of Sponsor Marks and Sponsor Materials as provided for in this Agreement shall not infringe any third party Intellectual Property Rights; and
(e) it shall not make or do, and shall ensure no Sponsor Personnel makes or does, any statement or any act which a reasonable person would consider disparages Legalease; a Legalease Mark; a third party Sponsor, sponsor of a Sponsorship Opportunity.
12 Liability
12.1 Subject to Clause 12.3 below, Legalease shall have no liability to Sponsor for any loss or damage under or in connection with this Agreement or any collateral contract, whether in contract, tort (including negligence) or otherwise howsoever arising, which fall within any of the following categories:
(a) any form of loss to the extent arising from any incorrect or incomplete information being provided by the other party;
(b) any form of loss arising as a result of a failure to follow the lawful instructions of the other party;
(c) business interruption, loss of anticipated savings, loss of data, loss of business opportunity or loss of goodwill (in each case whether direct or indirect loss); and/or
(d) any indirect, consequential or special loss (even though the other party may be or become aware of the circumstances in which such loss could arise).
12.2 Without prejudice to Clause 12.1, but subject to Clauses 12.3 and 12.4, the maximum aggregate liability of Legalease, whether in contract, tort (including negligence) or otherwise, including under any indemnity, and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed an amount equal to the Fees paid or payable by Sponsor under this Agreement.
12.3 Nothing in this Agreement shall exclude either party’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that may not be excluded by law.
12.4 Although Legalease may provide security at a Sponsorship Event, the role of security is to ensure the personal safety of all guests and exhibitors at the Sponsorship Event. Accordingly, Legalease accepts no liability for any loss or damage to Sponsor’s property at any Sponsorship Event.
12.5 Sponsor shall indemnify and hold Legalease, its directors, executive members, officers, employees and agents harmless against all or any third-party actions, proceedings, claims, demands, costs, expenses, liabilities, losses, awards and damages of any kind arising by reason of (a) any act or omission of Sponsor or Sponsor Personnel; (b) any breach of this Agreement (including any breach of warranty given in this Agreement) by Sponsor or its authorised representatives, howsoever caused, except where such claims, actions, losses, damages, liabilities and expenses arise directly as a result of Legalease’s negligence or the negligence of Legalease’s authorised representatives.
12.6 Sponsor shall make good at its own expense any damage to the Sponsorship Event venue or any of the contents, fixtures and fittings attributable to any act or omission by Sponsor and/or any of Sponsor Personnel (fair wear and tear excepted). In the event of Sponsor not having made good such damage within seven (7) days of the damage having occurred (or, if later, of Legalease notifying Sponsor of such damage and requiring its remedy and providing Sponsor with an estimate of repair costs), Legalease shall be entitled to rectify any such damage and Sponsor shall indemnify Legalease for its costs in doing so.
13 Intellectual Property Rights
13.1 Legalease Background IP: The Intellectual Property Rights used by Legalease in connection with its business, including the Legalease Marks and all other Intellectual Property Rights used on Legalease’s websites and in connection with its events/projects/campaigns, are owned and/or controlled by Legalease or its licensors. Legalease grants no licence to Sponsor to use such Intellectual Property Rights other than expressly set out in this Agreement.
13.2 Use of Legalease Marks: Legalease grants a non-exclusive, non-transferable, royalty-free, limited licence to Sponsor to use for the Term the Legalease Marks and any Media Content provided to Sponsor for those purposes and in the manner set out under this Agreement (and the logos and marks of other sponsors only where incorporated in the Media Content and solely to enable Sponsor to exercise the rights under this Agreement).
13.3 Use of Sponsor Marks: Sponsor hereby grants a non-exclusive licence to Legalease to use the Sponsor Marks and Sponsor Materials for the Term for the purpose of providing the Sponsorship Rights, for those purposes required under this Agreement and to third parties to enable them to exercise their rights and otherwise as part of the Media Content.
13.4 Further assurance: Sponsor acknowledges that as between Sponsor and Legalease, Legalease is the owner of all rights, title and interest in and to Legalease’s Intellectual Property Rights. Sponsor shall not do or omit to do anything which might undermine the validity of a registered Legalease Mark. Should any right, title or interest in or to such Intellectual Property Rights or any goodwill arising out of the use of any Legalease Mark become vested in Sponsor (by the operation of law or otherwise), Sponsor shall hold the same in trust for and shall, at the request of Legalease immediately unconditionally assign (with full title guarantee) free of charge, any such right, title, interest or goodwill to Legalease, as applicable, and execute any documents required by Legalease, as applicable, to confirm such assignment.
13.5 Co-operation: If Sponsor becomes aware of any threatened or actual unauthorised use of Legalease Intellectual Property Rights, Sponsor shall immediately notify Legalease. Sponsor will at Legalease’s request give all reasonable co-operation to Legalease in any action, claim or proceedings brought or threatened in respect of Legalease Intellectual Property Rights.
14 Data Protection
14.1 Each party shall comply with all Data Privacy Laws in connection with its performance of this Agreement.
14.2 Where either party will process personal data on behalf of the other as a processor (within the meaning of Data Privacy Laws), the parties shall enter into a separate data processing agreement on terms to be agreed, setting out the subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subjects.
15 Anti-Bribery and Corruption
15.1 Each party to this Agreement will comply with and ensure that all of its employees and any persons performing services for or on its behalf comply with all applicable legal and regulatory anti-bribery and corruption obligations, including (but not limited to) the Bribery Act 2010.
15.2 Each party to this Agreement will be entitled to terminate this Agreement immediately upon written notice to the other party if, in connection with this Agreement, the other party, or any person employed by it or performing services for or on its behalf, commits an offence under the Bribery Act 2010 or any other applicable anti-bribery and corruption laws or regulations.
15.3 If any breach of this Clause 15 is suspected or known each party agrees to notify the other party immediately.
16 Modern Slavery
16.1 Each party warrants to the other that it will comply with and ensure that all of its employees and any person performing services for and on its behalf comply with, the Modern Slavery Act 2015 (“MSA”).
16.2 For the avoidance of doubt, each party warrants that it shall:
(a) comply with its obligations, if applicable, to produce a yearly slavery and human trafficking statement detailing its actions to bring an end to human trafficking and slavery; and
(b) act to prevent any acts of human trafficking, slavery, servitude, and forced or compulsory labour by ensuring that it has appropriate policies and procedures in place, conducted relevant and appropriate diligence of potential suppliers, provided training to relevant staff and appropriately evaluated and managed risks in its own commercial organisation and in its and/or their supply chain.
16.3 Each party to this Agreement warrants and represents that it is not (and to the best of its knowledge no supplier to its organisation is) subject to any inquiry or investigation for any breach of the MSA or any other legislation in any jurisdiction prohibiting human trafficking, slavery, servitude, forced or compulsory labour.
16.4 If any breach of this Clause 16 is suspected or known each party agrees to notify the other party immediately.
16.5 Each party will be entitled to terminate this Agreement immediately upon written notice to the other party if that party is found to be in breach of any part of this Clause 16.
17 Termination
17.1 This Agreement may be terminated with immediate effect by either party by written notice to the other party given at any time if such other party shall have committed a material breach of any of the terms hereof and (where such breach is capable of being remedied) shall have failed to remedy the same within 30 (thirty) days of receiving a notice specifying the breach.
17.2 This Agreement may be terminated with immediate effect by either party with written notice to the other if:
(a) in respect of the other party an interim order is applied for or made, or a voluntary arrangement approved, or a petition for a bankruptcy order is presented or a bankruptcy order is made, or a receiver or trustee in bankruptcy is appointed over the other party’s estate or a voluntary Agreement or arrangement is approved or entered into, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other’s assets or an undertaking or a resolution or petition to wind up the other is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, or any event analogous to any of the foregoing; or
(b) if the other party ceases or threatens to cease to carry on business.
17.3 This Agreement may be terminated with immediate effect by Legalease with written notice to Sponsor if Sponsor engages in conduct which in the reasonable opinion of Legalease reflects unfavourably on the good name, goodwill, reputation or image of Legalease; a Legalease Mark; a third party Sponsor; or a Sponsorship Opportunity.
17.4 Legalease may terminate this Agreement for convenience on not less than 3 months’ written notice to Sponsor. Both parties’ rights, duties and responsibilities shall continue in full force and effect during such termination notice period.
18 Consequences of Termination
18.1 Termination of this Agreement pursuant to its terms will be without prejudice to any existing rights or claims that either party may have against the other and, except as specifically set out in this Agreement, will not relieve either party from fulfilling any obligations accrued prior to termination.
18.2 Where Legalease terminates this Agreement under Clause 17.1, 17.2 or 17.3 for Sponsor breach, insolvency, cessation of business or reputational misconduct, any undelivered Sponsorship Opportunity shall be treated as cancelled for Sponsor fault under Clause 7.2, and Sponsor shall not be entitled to a refund of any pre-paid Fees and all outstanding Fees shall remain due and payable, together with any expenses and third party costs properly incurred or committed to by Legalease.
18.3 Where Legalease terminates this Agreement for convenience under Clause 17.4, or Sponsor terminates this Agreement under Clause 17.1 or 17.2 for Legalease breach, insolvency or cessation of business, any undelivered Sponsorship Opportunity shall be treated as cancelled by Legalease for the purposes of Clause 7.3.
18.4 Upon termination or expiration of this Agreement (as applicable):
(a) any Sponsorship Rights and/or opportunities granted under this Agreement to Sponsor will cease with immediate effect. In particular, Sponsor shall immediately cease using the Legalease Marks and the Media Content and withdraw all Sponsor Materials (in Sponsor’s possession custody or control);
(b) Legalease shall not be required to cover up Sponsor Mark or withdraw any Sponsor Materials (including Media Content) produced by it (or on its behalf) prior to the date of termination bearing Sponsor Mark; and
(c) Sponsor Mark may continue to be included in the Media Content as part of the existing branding of a Sponsorship Opportunity.
18.5 Any provisions in this Agreement which by their nature or intent are expressed to survive termination or expiry of this Agreement shall survive termination or expiry of this Agreement.
19 Notices
19.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out below or such other address as may have been notified by that party for such purposes or sent by email to the address as may have been notified by that party. Notwithstanding the above, if any party commences legal proceedings relating to the Agreement, the claim form or other process by which it is started may not be served by email.
Legalease:
Address: 188 Fleet Street, London, United Kingdom, EC4A 2AG
Email: [email protected]
Subscriber:
Address: as set out in the "Subscriber Contact Details" section of the Order Form
Email: as set out in the "Subscriber Contact Details" section of the Order Form
19.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in normal business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission, provided that no automatic delivery failure message is received by the sender.
20 General
20.1 Neither party may assign or sub-licence its rights or obligations under this Agreement without the prior written consent of the other party.
20.2 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
20.3 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
20.4 This Agreement contains the entire agreement between the Parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing. Each of the Parties acknowledges and agrees that in entering into this Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation (whether innocently or negligently made), warranty or understanding other than the statements, representations, warranties and understandings expressly set out in this Agreement. Nothing in this Clause 20.4 shall, however, operate to limit or exclude any liability for fraud.
20.5 No modification or variation of this Agreement (or any document entered into pursuant to or in connection with this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the Parties to this Agreement.
20.6 This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
20.7 Where the Parties agree to sign this Agreement by electronic signature (whatever form the electronic signature takes), then this method of signature is as conclusive of the Parties’ intention to be bound by this Agreement as if signed by each party’s manuscript signature.
20.8 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.9 This Agreement and any dispute or claim arising in connection with this Agreement shall be governed by the laws of England and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.