Oktoberfest Sponsors Terms
TERMS AND CONDITIONS
TERMS AND CONDITIONS
1. The following definitions and rules of interpretation apply in this Agreement:
“Business Contact Data” means the business contact information of personnel engaged by either Party to the Agreement, specifically the name, business telephone number, business email address, business postal address and/or the job role or title of such personnel;
“Business Day” a day other than a Saturday, Sunday or public holiday in England;
“Data Protection Laws” the Data Protection Act 2018, General Data Protection Regulation (EU) 2016/679 (“GDPR”), UK GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any relevant law implemented as a result of GDPR and “Data Controller”, “Data Subject”, “Personal Data”, “Processing”, “Process”, “Processed” shall have the meaning set out in Data Protection Laws;
“Event” the event entitled DWSfest Presents Oktoberfest, which is to take place on 30 September 2021 at the venue specified in the Sponsorship Pack (or such other event as notified by the Organiser from time to time in substitution for DWSfest Presents Oktoberfest);
“Force Majeure Event” any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic (which, for the avoidance of doubt, shall include: (i) any further wave, spike or peak of the coronavirus 2 (SARS-CoV) pandemic (“COVID-19 Pandemic”); and (ii) any government or local authority law or guidance issued in relation to the COVID-19 Pandemic, notwithstanding the parties’ awareness of the COVID-19 Pandemic at the time of entering into this Agreement), terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party), non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause) and interruption or failure of utility service;
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Organiser” Digital Wholesale Solutions Limited incorporated and registered in England and Wales with company number 04211657 whose registered office is at Hampshire House, Hampshire Corporate Park, Templars Way, Chandler’s Ford, Eastleigh, SO53 3RY;
“Organiser’s Marks” the trademarks to be used for all promotion, advertising and marketing of the Event, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event;
“Sponsor” the entity identified as such in the Sponsorship Pack to which these terms and conditions relate;
“Sponsorship Pack” the pack issued to the Sponsor by DWS and which sets out the details of the Event and the Sponsorship Rights;
“Sponsor’s Marks” the trademarks, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor as provided by the Sponsor to the Organiser from time to time;
“Sponsorship Fee” the of sum (exclusive of VAT) as set out in the relevant Sponsor’s Sponsorship Pack and payable in accordance with clause 4;
“Sponsorship Rights” the following rights granted to the Sponsor: (i) the appearance of the Sponsor’s Marks on (as applicable) beer mats, drinks menus, wrist bands, stage backdrops, video footage and/or flags as set out in the Sponsor’s Sponsorship Pack; and (ii) the Organiser shall provide the Sponsor with the complimentary tickets to the Event as set out in the Sponsor’s Sponsorship Pack; and
“UK GDPR” means GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or as part of the United Kingdom from time to time).
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and any subordinate legislation made from time to time under that statute or statutory provision.
1.5 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.6 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 The Organiser grants and the Sponsor accepts the Sponsorship Rights during the Term and in accordance with the terms and conditions set out in this Agreement.
2.2 The Sponsor acknowledges and agrees that the Organiser shall be entitled to enter into any sponsorship arrangement with any other third parties in respect of the Event.
2.3 The Sponsor grants and the Organiser accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Marks:
2.3.1 during the Term for the delivery of the Sponsorship Rights; and
2.3.2 in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (including on a website or mobile-device application) including by use on promotional material and merchandising.
3.1 This Agreement shall commence on the date of signature of the Sponsorship Pack and shall continue, unless terminated earlier in accordance with clause 10, for one (1) year (the “Term”) when it shall terminate automatically without notice.
4.1 In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay the Organiser the Sponsorship Fee within 30 days from the date of signature of the Sponsorship Pack.
4.2 All amounts due under this Agreement shall be paid by the Sponsor to the Organiser in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.1 The Sponsor undertakes to the Organiser to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights.
5.2 The Sponsor warrants that:
5.2.1 it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Organiser in relation to this Agreement; and
5.2.2 the Organiser’s use of the Sponsor’s Marks in accordance with clause 2.3 will not infringe the rights of any third party.
6.1 The Sponsor agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”) and shall (i) have and maintain in place throughout the term of this Agreement; (ii) comply with; and (iii) provide to the Organiser for inspection on the Organiser’s reasonable request, its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and this clause 6.1.
7.1 Nothing in this Agreement shall limit or exclude a party’s liability: (i) for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) for fraud or fraudulent misrepresentation; (iii) under the indemnity set out at clause 8 (Intellectual Property); (iv) to pay the Sponsorship Fee; and (v) any liability which cannot be excluded or limited at law.
7.2 Subject to clause 7.1, under no circumstances shall the Organiser be liable to the Sponsor for any of the following, whether in contract, tort (including negligence) or otherwise: (i) loss of revenue or anticipated revenue; (ii) loss of savings or anticipated savings; (iii) loss of business opportunity; (iv) loss of profits or anticipated profits; (v) loss of goodwill; (vi) wasted expenditure; or (vii) any indirect or consequential losses.
7.3 Subject to clause 7.1, the Organiser’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement shall be limited to the amount of the Sponsorship Fee paid under or pursuant to this Agreement (the “Cap”), always provided that where any sums are refunded to the Sponsor pursuant to clause 9.2 the Cap shall be reduced by the amount of such refund.
8.1 The Organiser and the Sponsor acknowledge as follows:
8.1.1 all rights in the Sponsor’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor, and save as expressly provided in clause 2.3, the Organiser shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them; and
8.1.2 all rights in the Organiser’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and the Sponsor shall not acquire any rights in the Organiser’s Marks, including any developments or variations of them.
8.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser or jointly by the Organiser and the Sponsor shall, with the exception of the Sponsor’s Marks, be the sole and exclusive property of the Organiser.
8.3 The Sponsor shall indemnify the Organiser against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with any claim made against the Organiser by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Organiser’s use of the Sponsor’s Marks in accordance with this Agreement.
9.1 The Organiser reserves the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Sponsor of the cancellation as soon as reasonably possible. In such circumstances the parties agree that:
9.1.1 the Organiser shall not be in breach of this Agreement by virtue of that cancellation or abandonment;
9.1.2 the Organiser may at its discretion (i) move the Event to an alternative date; or (ii) use the Sponsorship Fee in respect of an alternative event during the Term of this Agreement; and
9.1.3 if the Organiser elects not to move the event or hold an alternative event during the Term of this Agreement, or is unable to do so, this Agreement shall automatically terminate and the provisions of clause 11 shall apply, save that the Sponsor shall have the right to negotiate a refund of the Sponsorship Fee in accordance with clause 9.2.
9.2 Subject to clause 9.1.2, in the event that the Event is cancelled for any reason, the parties agree to negotiate, where applicable, a refund of the Sponsorship Fee (to be reduced to reflect any costs and expenses already incurred by the Organiser).
10.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement (including non-payment of the Sponsorship Fees) which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so. However, this 15 Business Day period will be reduced to the number of Business Days before the Event begins if the Organiser calls upon the Sponsor to remedy the breach during, or within, the 15 Business Day period before the Event begins.
11.1 On termination or expiry of this Agreement:
11.1.1 the Sponsorship Rights granted by the Organiser to the Sponsor under this Agreement shall immediately terminate;
11.1.2 each party shall promptly return to the other any property or confidential information of the other within its possession or control;
11.1.3 each party shall pay to the other any outstanding sums due under this Agreement;
11.1.4 the following clauses shall continue in force: clause 1 (Definitions and interpretation), clause 6 (Anti-bribery), clause 7 (Limitation of liability), clause 8 (Intellectual Property Rights), clause 11 (Consequences of termination), clause 12 (Confidentiality), 13 (Data protection) and clause 14 (Notices) and clause 15 (General).
11.2 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 the Agreement which existed at or before the date of termination or expiry.
12.1 Each party undertakes that it shall not at any time during the Term and for a period of 6 years after termination or expiry of the Term, disclose to any person any confidential information concerning (i) the business, affairs, customers, clients, suppliers or market opportunities of the other party (or of any member of the group of companies to which the other party belongs); and (ii) the existence and terms of this Agreement, except as provided under clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 To those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party’s obligations and exercising its rights under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisors to whom it discloses the other party’s confidential information comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations and exercise its rights under or in connection with this Agreement.
13.1 The Parties acknowledge and agree that for the purposes of the Agreement:
13.1.1 each Party is a Data Controller for the Personal Data it Processes in connection with the Agreement and is responsible for its own compliance with Data Protection Laws with regards to its Processing of Personal Data; and
13.1.2 the only Personal Data intended to be transferred between the Parties under the Agreement is Business Contact Data.
13.2 If a Party (the “Disclosing Party“) discloses Business Contact Data to the other Party (the “Recipient Party“), the Disclosing Party shall (i) ensure that the transmission is lawful; and (ii) ensure that the appropriate information mandated to be supplied to Data Subjects in accordance with GDPR Article 13 and/or 14 have been supplied in respect of all applicable Data Subjects.
13.3 The Recipient Party shall only Process the Disclosing Party’s Business Contact Data in compliance with Data Protection Laws and only to the extent necessary to achieve the purposes of effecting the Agreement and performing its obligations under the Agreement or for compliance with a legal obligation.
13.4 The Parties shall only transfer Business Contact Data outside of the European Economic Area with an appropriate safeguarding mechanism in place under GDPR Chapter V (international transfers).
13.5 In the event that clause 13.1.2 becomes or will become inaccurate or incomplete before the expiry or termination of the Agreement the Parties agree to negotiate in good faith as soon as reasonably practicable contractual terms which will (i) reflect the Personal Data being transmitted between the Parties; and (ii) ensure that the transmission and Processing of such Personal Data complies with all applicable requirements under Data Protection Laws.
14.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office as set out in this Agreement. Notices to the Organiser should be addressed to: General Counsel and Company Secretary.
14.2 Any notice shall be deemed to have been received:
14.2.1 if delivered by hand, at the time the notice is left at the proper address; and
14.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action, any arbitration or other method of dispute resolution.
15.1 The Sponsor shall not (i) make, or permit any person to make, any public announcement concerning this Agreement; or (ii) use the Organiser’s name and/or Organiser’s Marks as a reference or in any advertising or promotional materials, press release, proposal, speech, article, website or any other similar material (in each case without the Organiser’s prior written consent).
15.2 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15.3 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.
15.4 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.5 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.
15.6 The Sponsor shall not without the prior written consent of the Organiser, assign, transfer, charge, or deal in any other manner with all or any of its rights or obligations under this Agreement.
15.7 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
15.8 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. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
15.9 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.
15.10 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.
Information we may collect about you and why
Digital Wholesale Solutions is committed to hosting a safe and enjoyable event for all our team, partners, sponsors, event organisers and venue staff.
Oktoberfest 2021 will be hosted at the Pergola open-air venue in Paddington, London. The venue has been specially chosen for its ample outdoor space, which will provide a safe and comfortable environment for all attendees.
Digital Wholesale Solutions, the venue and event organisers are committed to your safety and comfort. Therefore, the planning and running of the event will strictly follow all Government COVID protocols and advice published at the time.