SPONSORSHIP STANDARD TERMS
1. Definitions
In this Agreement, the following capitalised words and expressions have the meanings set out below. Other capitalised words used in this Agreement have the meanings given to them in the Contract Details.
Anti-Bribery Legislation
All applicable laws, regulations and codes relating to bribery and corruption.
Business Day
A day other than a Saturday, Sunday or public holiday in England.
Company
Subthread Media Ltd.
Confidential Information
All information disclosed by one Party to the other which is confidential or proprietary in nature.
Content
All advertising, promotional, branding, sponsorship, editorial or marketing material supplied by or on behalf of the Sponsor or created by or on behalf of the Company for the purposes of delivering the Sponsorship Benefits, in any media or format.
Data Protection Laws
All applicable laws relating to data protection, privacy and electronic communications.
Delegate
Any individual attending, accessing or engaging with any Event or Media Property on behalf of the Sponsor, where applicable.
Event(s)
Any live, virtual or hybrid event organised, hosted or delivered by the Company as part of the Sponsorship Benefits, where applicable.
Event Hosting Platform(s)
Any digital, online or third-party platform used to host, distribute or deliver Events or other Media Properties.
Event Marks
The names, logos, trademarks and branding of the Company relating to any Event or Media Property.
Event Venue
Any physical location used for an Event, where applicable.
Fee
The sponsorship fee payable by the Sponsor as set out in the Contract Details.
Force Majeure
Circumstances beyond the reasonable control of a Party which prevent or materially hinder performance of this Agreement.
GDPR
The UK General Data Protection Regulation and EU Regulation 2016/679.
Group Company
Any company that directly or indirectly controls, is controlled by, or is under common control with a Party.
Intellectual Property Rights
All intellectual property rights, including copyrights, trademarks, patents, database rights and design rights.
Losses
All losses, damages, costs, claims, liabilities and expenses.
Media Property / Media Properties
Any platform, channel, publication, website, podcast, newsletter, event, digital product, mailing list, video stream, social media account or other media owned, operated, licensed or controlled by the Company.
Modern Slavery
Slavery, servitude, forced or compulsory labour and human trafficking.
Party
Each of the Company and the Sponsor.
Registration Details
Any registration, access, login or identification details required for access to an Event or Media Property.
Sponsorship Benefits
The sponsorship rights, advertising placements, integrations, promotions, endorsements, branded content or other sponsorship activations to be provided by the Company under this Agreement, as set out in the Contract Details.
Sponsor Marks
The trademarks, logos and branding of the Sponsor.
Sponsor’s Designated Space
Any physical, digital or virtual space, placement or inventory allocated to the Sponsor as part of the Sponsorship Benefits.
Term
The duration of this Agreement as set out in the Contract Details.
Termination Date
The date on which this Agreement terminates.
2. Sponsorship Benefits
2.1 The Company shall provide the Sponsorship Benefits to the Sponsor on the terms of this Agreement. Sponsorship Benefits may be delivered through live, digital, recorded or hybrid formats and may relate to Events and/or Media Properties.
2.2 If the Company is unable to deliver any Sponsorship Benefit as originally agreed, it shall notify the Sponsor as soon as reasonably practicable and use reasonable endeavours to provide alternative benefits of equivalent value.
2.3 The Sponsor shall comply promptly with all reasonable instructions issued by the Company in connection with the delivery, publication or promotion of the Sponsorship Benefits.
3. Content
3.1 All Content is subject to the Company’s prior written approval.
3.2 The Sponsor shall promptly withdraw or amend any Content which has not been approved or which the Company reasonably requires to be removed.
3.3 If the Fee (or any part of it) has not been received by the applicable Content deadline, the Company shall not be obliged to publish, distribute or deliver any Sponsorship Benefits.
3.4 Content must comply with all technical, editorial and formatting requirements specified by the Company.
3.5 The Company may edit or refuse any Content to comply with legal, regulatory, platform-specific or editorial standards.
3.6 Where the Company produces Content on behalf of the Sponsor, drafts shall be submitted for approval, subject to the Company’s right to make reasonable compliance-driven edits.
3.7 The Sponsor warrants that all Content complies with all applicable laws and advertising regulations and does not infringe any third-party rights.
4. Intellectual Property Rights
4.1 The Company grants the Sponsor a worldwide, non-exclusive, royalty-free, non-transferable licence to use the Company’s marks solely to promote the sponsorship.
4.2 The Sponsor grants the Company a worldwide, non-exclusive, royalty-free, non-transferable licence to use the Sponsor Marks for the delivery and promotion of the Sponsorship Benefits.
4.3 Neither Party shall use the other Party’s Intellectual Property Rights outside the scope of this Agreement without prior written consent.
5. Invoicing and Payments
5.1 The Company shall invoice the Sponsor for the Fee as set out in the Contract Details.
5.2 Unless otherwise stated, invoices are payable within 30 days of issue.
5.3 Fees are exclusive of VAT. VAT shall be payable upon receipt of a valid VAT invoice.
5.4 Late payments shall accrue interest at 4% per annum above the Bank of England base rate.
5.5 All payments shall be made without set-off or deduction unless required by law.
6. Company Obligations
6.1 The Company shall use reasonable skill and care in delivering the Sponsorship Benefits.
6.2 The Company may reasonably amend the format, timing, platform or delivery method of the Sponsorship Benefits, including substituting digital delivery or alternative Media Properties.
7. Sponsor Obligations
7.1 The Sponsor shall ensure its representatives comply with this Agreement.
7.2 The Sponsor shall not act in a manner which brings the Company, any Media Property or any Sponsorship Activation into disrepute.
7.3 The Sponsor shall not engage in joint promotions relating to the Sponsorship without the Company’s prior written consent.
8. Confidentiality
8.1 Each Party shall keep the other Party’s Confidential Information confidential and use it solely for the purposes of this Agreement.
8.2 Confidentiality obligations shall not apply to information that is public, lawfully obtained from a third party, or required to be disclosed by law.
9. Data Protection
9.1 Each Party shall comply with all applicable Data Protection Laws.
9.2 Personal data may be processed for administration, delivery, reporting, invoicing, analytics and feedback relating to the Sponsorship Benefits.
10. Cancellation or Modification
10.1 If any Event, Media Property or Sponsorship Activation is cancelled, materially altered or discontinued, the Company may substitute an alternative of equivalent value.
10.2 Where substitution is not reasonably possible, the Sponsor’s sole remedy shall be a pro-rata refund relating to the affected Sponsorship Benefits.
11. Force Majeure
11.1 Neither Party shall be liable for failure or delay caused by Force Majeure.
11.2 If performance is prevented for a prolonged period, the Parties shall discuss a reasonable resolution.
12. Technical Matters
12.1 The Company does not guarantee uninterrupted access, reach, impressions, downloads or engagement metrics.
12.2 The Company shall not be liable for third-party platform outages or technical failures beyond its control.
13. Anti-bribery and Corruption
Each Party shall comply with Anti-Bribery Legislation and maintain appropriate policies and procedures.
14. Modern Slavery
Each Party shall take reasonable steps to prevent Modern Slavery within its operations and supply chains.
15. Indemnities
15.1 The Sponsor shall indemnify the Company against Losses arising from Sponsor Content or breach of this Agreement.
15.2 The Company shall indemnify the Sponsor against Losses arising from the Company’s breach of Data Protection obligations.
16. Limitation of Liability
16.1 Nothing limits liability for death, personal injury or fraud.
16.2 Neither Party shall be liable for indirect or consequential losses.
17. Termination
17.1 Either Party may terminate for material breach not remedied within a reasonable period.
17.2 Termination shall not affect accrued rights or obligations.
18. Assignment
18.1 The Company may assign or subcontract this Agreement.
18.2 The Sponsor may not assign without prior written consent, save to an affiliate or purchaser of its business.
19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
Execution
This Agreement is executed by the Parties as of the Effective Date set out in the Contract Details.