MEED Media Sponsorship Booking Terms and Conditions
A. Please read these Terms and Conditions before you place any order with MEED Media FZ-LLC, a company incorporated as a Free Zone Company with Limited Liability pursuant to the Dubai Technology and Media Free Zone Private Companies Regulations 2003 issued under Law No. 1 of 2000 of the Emirate of Dubai (as amended), whose registered office is PO Box 25960, 6th Floor, GBS building, Al Falak Street, Dubai Media City, Dubai, UAE (trade license number 18693 (“MEED Media”, “we”, “us” and “our”).
B. These Terms and Conditions are incorporated into the booking form for the service or product (the “Booking Form”). The purchase or use of any service or product from MEED Media is subject to these Terms and Conditions.
C. These Terms and Conditions combined with the Booking Form comprise the agreement pursuant to which we provide physical and virtual event services (the “Event”), including the Event registration (as set out in the Booking Form) to you (the “Agreement”). “You” or “your” or “Customer” refers to the person or body corporate which has placed an order (or on whose behalf an order is placed) and includes your legal successors and permitted assigns.
D. Your completion of the Booking Form shall be an offer to purchase products and services from us subject to these Terms and Conditions. We may accept or reject your Booking Form offer at our sole discretion. When using the electronic Booking Form, we may send you an e-mail acknowledging that we have received your offer but such email will not constitute acceptance of your offer by MEED Media. If we do accept your offer, we will send you a separate email confirming acceptance.
1. Our commitment to you
1.1 We reserve the right to determine in our absolute discretion the theme, scope and content of the Event programme (the “Programme”) and to vary the Programme, including how the Programme is delivered (whether physically or virtually), and/or its contents as we deem necessary.
1.2 Should the event be cancelled or should we decide to change the location, date or delivery (physical or virtual) of the Event in the best interests of the Event, we reserve the right to reschedule the Event, including changing the location, date, and/or or delivery (physical or virtual) upon written notice to you. Any such change in the Event shall not constitute a revocation or cancellation and shall not entitle you to a refund of the purchase order value. Should the Event fail to be rescheduled for any reason your refund shall not exceed the total charge received by us from you.
2. GRANT OF RIGHTS
2.1 We grant to you:
2.1.1 the Sponsor Benefits (as defined in the Booking Form); and 2.1.2 a non-transferable, non-exclusive, limited, royalty-free license to use the Event logos and trade marks (the “Event Marks”) provided to you in accordance with clause 4.3 solely to promote your sponsorship of the Event, during the Term (as defined at clause 8.1) and in accordance with the terms of this Agreement.
2.2 You grant to us a worldwide, non-exclusive, royalty-free, sub- licensable license to use your logos and trade marks (the “Sponsor Marks”) provided to us in accordance with clause 3.5:
2.2.1 during the Term to promote and exploit the Event; and 2.2.2 for a period of 12 months following the Event in any report produced about the Event and in any promotional materials for similar events.
2.3 In the event that you change the Sponsor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.
2.4 If for any reason, we are unable to deliver any of the Sponsor Benefits, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsor Benefits without any liability to you.
2.5 You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand that you erect at the Event and all costs incurred by you in exercising the Sponsor Benefits).
2.6 You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Sponsor Benefits where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.
3. YOUR OBLIGATIONS
3.1 You must adhere to the deadlines which will be sent to you by MEED Media (including, to submit your company profile/data/presentations/logo for the event packs and any branding at the event that may form part of this agreement).
3.2 You are responsible for the production of any branding/marketing materials for the event (unless otherwise agreed) and the delivery/receipt/ return of any materials to the event by the agreed deadlines.
3.3 You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.
3.4 You undertake to ensure your personnel exercise the Sponsor Benefits in accordance with the terms of this Agreement.
3.5 You shall, within seven days of signature of this Agreement by both parties, supply us with examples of the Sponsor Marks in a suitable format.
3.6 You shall, prior to distributing any promotional materials referencing the Event and/or using the Event Marks (the “Client Literature”), provide copies of the Client Literature to us for our approval (not to be unreasonably withheld). You undertake that you shall not distribute any Client Literature until you have received written confirmation from us that we approve the Client Literature. You are solely responsible for meeting all costs relating to the Client Literature (including reprinting costs if our approval is not obtained prior to printing).
3.7 You undertake that any Client Literature will:
3.7.1 comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;
3.7.2 comply with any instructions or directions issued by or on behalf of us;
3.7.3 not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and
3.7.4 include any legal or good practice notices as required by us from time to time.
3.8 You shall not do, or omit to do, (and you shall procure that none of your employees, agents or contractors shall do, or omit to do) anything which may: (i) bring the Event or the other party into disrepute; (ii) disparage the Event or us; (iii) damage our goodwill associated with the Event; or (iv) be otherwise prejudicial to the image and/or reputation of the Event or us.
3.9 You shall not engage in joint promotions with any third party in relation to the Event without our prior written consent.
3.10 For the avoidance of doubt it shall be your responsibility to take out and maintain appropriate insurance in relation to any risks under or in relation to this Agreement or your participation in the Event.
3.11 You shall comply with all relevant laws and regulations which may apply in relation to your involvement in the Event and you will indemnify and keep indemnified and defend (at your own expense) us against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this Agreement or any applicable laws and regulations.
4. OUR OBLIGATIONS
4.1 We shall provide the Sponsor Benefits and organise the Event using reasonable skill and care and will consult with the Sponsor Representative (as set out on the Booking Form) on aspects of the Event where we deem it appropriate to do so.
4.2 The Sponsor Benefits are personal to you and we are not obliged to provide the Sponsor Benefits (or any part of them) to any other entity or person.
4.3 We shall, within seven days of signature of this Agreement by both parties, supply you with examples of the Event Marks in a suitable format.
5. Bookings and Payment
5.1 50% deposit is due immediately upon invoice (being 50% of Total Fee, plus applicable taxes thereon). The remaining 50% must be paid within 28 days from date of invoice. Late contracts (received within 8 weeks of the start of the event), must be paid 28 days prior to the start of the event. Contracts received within 28 days of the start of the event must be paid by return.
5.2 If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsor Benefits. For the avoidance of doubt, you shall not be permitted entry to the Event unless full payment has been received by us.
5.3 Without prejudice to any other rights and remedies available to us if payment is not made in accordance with Claus 6.1, interest on the overdue balances (including any period after the .date of any judgement or decree against the Customer), and late payment fees, fall due and payable and are calculated upon the basis set out in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
5.4 The Sponsorship Fee is exclusive of any applicable sales tax (including but not limited to, VAT) which shall be paid by you at the rate from time to time in force your company name, in order to complete your booking. You shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required by law, you shall, when making the payment to which the withholding or deduction relates, pay to MEED such additional amount as will ensure that MEED receives the same total amount that it would have received if no such withholding or deduction had been required.
6. Refunds, Cancellations, Substitutions, Changes to the Event Force Majeure
6.1 In the event of your cancellation 100% of the Total Fee is payable and non-refundable. All cancellation requests must be submitted to us in writing. If we agree to your cancellation then all cancellation fees are payable immediately after the acceptance of your cancellation in writing by us.
6.2 In the event that a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement (the “Affected Party”) for any reason beyond its reasonable control, including without limitation by acts of God, flood, drought, earthquake or other natural disaster, declared epidemic or pandemic, or any other widespread communicable disease, 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 license or consent, collapse of buildings, fire, explosion or accident (“Force Majeure Event”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
6.3 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 365 days, the other party not affected by the Force Majeure Event may terminate this agreement by giving written notice to the Affected Party at the end of that period, and such party shall be entitled to a full refund of the fees paid to the Affected Party under this agreement.
7. Limitation of Liability
7.1 Subject to clause 7.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the Sponsorship Fee paid by you.
7.2 Subject to clause 7.3, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
7.3 Nothing in this Agreement shall limit or exclude a party’s liability for:
7.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
7.3.2 fraud or fraudulent misrepresentation; or
7.3.3 any other liability which cannot be limited or excluded by applicable law.
8.1 Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.
8.2 Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.
9.1 You warrant that you shall:
9.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
9.1.2 comply with such of our anti-bribery and anti-corruption policies as are notified to you from time to time; and
9.1.3 promptly report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of these Terms and Conditions.
9.2 Breach of this clause 9 shall be deemed a material breach of these Terms and Conditions.
10. Data protection
10.1. We use any personal and transitional information (e.g. name, address, e-mail, address, debit or credit card details) you supply to us in order to supply services in connection with this Agreement.
You may not re-sell, transfer, assign or otherwise dispose of any of your rights or obligations under this Agreement. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger, reorganisation or sale of our business.
12.1 A person who is not a party to the Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of these Terms and Conditions.
12.2 These Terms and Conditions (together with any documents referred to herein or required to be entered into pursuant to these Terms and Conditions) contain the entire agreement and understanding between us and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these Terms and Conditions and any such document (save that this shall not apply so as to limit or exclude either party’s liability for fraud).
12.3 These Terms and Conditions shall not create, nor shall they be construed as creating, any partnership or agency relationship between us.
12.4 You acknowledge and accept that we have the right to publicly announce our business relationship with you which shall include but not be limited to announcements on social media. Such announcements shall not be disparaging or otherwise adverse to your business.
12.5 These Terms and Conditions and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of England and both parties irrevocably agree to submit to the non-exclusive jurisdiction of the courts of England in respect of any dispute which arises hereunder.
You agree that during the term of the Agreement and for a period of twelve (12) months immediately following the end of this Agreement (howsoever caused), you shall not either directly or indirectly solicit, induce, recruit or encourage any of MEED Media’s employees, workers or contractors who were involved in the sale, marketing, support or production of the Event, to leave their employment or engagement, or attempt to solicit, induce, recruit, encourage or take away employees, workers or contractors of MEED Media.
Any notice given to a party under or in connection with this Agreement shall be in writing addressed to that party at the address recorded in the last Booking Form or as otherwise notified in writing from time to time and shall be delivered by registered mail, commercial courier or email. A notice shall be deemed to have been received if sent by registered mail on the second working day after the date of posting; if delivered by commercial courier on the date of delivery confirmed by the courier; or if sent by email such notice shall be deemed to be given immediately if sent before 4pm or if sent after 4pm on the next working day. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.