1. Definitions and interpretation

In these terms and conditions, unless the context otherwise requires:

“aibl” means Aibl Media Limited, company number 16634894, whose registered office is 79 Wakehurst Road, London, England, SW11 6DA, or such other address as aibl may notify in writing. 

“Branding Materials” means any promotional, marketing, event, digital or advertising materials produced by or on behalf of aibl which associate the Client with the Event.

“Client” means the person, firm or company purchasing the Sponsorship Rights.

“Client Mark” means the Client name, logo, trade mark and associated brand assets supplied by the Client to aibl for the purposes of the Contract.

“Contract” means, together and in the following order of precedence: (a) the Sponsorship Agreement or HubSpot quote accepted by the Client; (b) any special terms expressly agreed in writing by the parties; (c) the Sponsorship Benefits and Client Actions document, if applicable; and (d) these terms and conditions.

“Event” means the conference, exhibition, digital activity, webinar, report, research programme or other activation specified in the Sponsorship Agreement or HubSpot quote.

“Event Marks” means the event name, logos, marks and designs owned by or licensed to aibl and used in connection with the Event.

“Intellectual Property Rights” means all intellectual property rights anywhere in the world, whether registered or unregistered, including copyright, database rights, design rights, patents, trade marks, trade names, domain names, know-how, confidential information and rights to sue for passing off.

“Sponsorship Fee” means the charges specified in the Sponsorship Agreement or HubSpot quote.

“Sponsorship Rights” means the rights, benefits, deliverables and entitlements granted by aibl to the Client as set out in the Contract.

“Term” means the period beginning on the date the Contract is formed under clause 3 and ending on the later of: (a) completion of the Event and any agreed post-event deliverables; or (b) payment in full of all sums due under the Contract.

2. Incorporation and precedence

2.1 The Contract applies to the exclusion of all other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless expressly agreed in writing by aibl.

2.2 If there is any conflict between the documents forming the Contract, the order of precedence in the definition of Contract will apply.

2.3 Any variation to the Contract must be agreed in writing by authorised representatives of both parties.

3. Orders and acceptance

3.1 The Contract is formed when the Client accepts the Sponsorship Agreement or HubSpot quote issued by aibl, whether by electronic acceptance, signature, click-through acceptance or other written acceptance approved by aibl.

3.2 aibl is not obliged to provide any Sponsorship Rights, Branding Materials or other services until the Contract has been formed.

3.3 For the avoidance of doubt, no Client purchase order or procurement document will override the Contract unless expressly accepted in writing by aibl.

4. Grant of rights

4.1 Subject to the terms of the Contract, aibl grants to the Client a non-exclusive, non-transferable licence during the Term to use the Event Marks and exercise the Sponsorship Rights strictly for the Event and for no other purpose.

4.2 The Sponsorship Rights are limited to the specific package, benefits and deliverables stated in the Contract.

4.3 If aibl is unable to deliver any specific Sponsorship Right, aibl may provide a reasonable substitute benefit of materially similar value or, if a substitute is not reasonably available, a pro rata refund for the affected benefit.

4.4 aibl may enter into sponsorship or commercial arrangements with third parties provided those arrangements do not materially conflict with the exclusive rights, if any, expressly granted to the Client in the Contract.

5. Use of marks and promotional rights

5.1 The Client may use the Event Marks only in the form, context and manner approved in writing by aibl and only in connection with the Event.

5.2 aibl may use the Client Mark during the Term solely for the purpose of performing the Contract, promoting the Event and producing Branding Materials connected to the Event.

5.3 Each party will comply with the other party’s reasonable brand guidelines and usage instructions notified in writing.

5.4 Neither party acquires any ownership rights in the other party’s marks or branding by virtue of the Contract.

5.5 The Client must not do anything which may adversely affect the validity, enforceability or goodwill in the Event Marks.

6. Client obligations

6.1 The Client warrants that it has full power, authority and capacity to enter into and perform the Contract.

6.2 The Client will provide all information, materials, approvals, logos, artwork, speaker details and other inputs reasonably required by aibl by the deadlines specified by aibl.

6.3 The Client is responsible for the accuracy, legality and suitability of all materials and information it provides to aibl.

6.4 The Client will comply with all applicable laws, regulations and codes of practice in connection with its exercise of the Sponsorship Rights and participation in the Event.

6.5 The Client will not use the Sponsorship Rights in a way that is misleading, unlawful, defamatory, infringes third party rights or creates confusion as to the identity of the sponsor or the nature of the sponsorship.

6.6 The Client will indemnify aibl against all losses, damages, liabilities, costs and expenses arising from: (a) the Client’s materials; (b) the Client’s misuse of the Sponsorship Rights or Event Marks; (c) any breach by the Client of applicable law; or (d) any claim that the Client Mark or Client materials infringe third party rights, except to the extent caused by aibl’s breach of the Contract, negligence or wilful misconduct.

7. aibl obligations and event changes

7.1 aibl warrants that it has the right to grant the Sponsorship Rights described in the Contract.

7.2 aibl will use reasonable skill and care to deliver the Sponsorship Rights materially in accordance with the Contract.

7.3 aibl may make reasonable changes to the Event, including changes to date, venue, format, delivery medium, agenda, speakers, session timings, participants, partners or programme elements, where reasonably required for operational, editorial, safety, commercial or continuity reasons.

7.4 Such changes will not entitle the Client to cancel or claim compensation provided that the overall sponsorship package remains materially similar in substance and value.

7.5 If aibl materially reduces the agreed Sponsorship Rights overall, aibl may provide substitute benefits of materially similar value or a pro rata refund for the affected element.

7.6 aibl will give the Client as much notice of any material Event change as is reasonably practicable.

8. Charges and payment

8.1 In consideration of the Sponsorship Rights, the Client will pay the Sponsorship Fee and any applicable VAT.

8.2 Unless otherwise stated in the Contract, aibl may invoice the Client on or after contract formation and each invoice is payable within fourteen days of the invoice date.

8.3 All sums due under the Contract are non-cancellable and non-refundable except where the Contract expressly states otherwise.

8.4 The Client will pay all sums in full without set-off, counterclaim, deduction or withholding, except where required by law.

8.5 If the Client fails to pay any amount due by the due date, aibl may: (a) suspend performance of any of its obligations until payment is made in full; (b) charge interest and compensation in accordance with the Late Payment of Commercial Debts legislation; and (c) recover reasonable costs of collection and enforcement.

9. Liability and indemnities

9.1 Nothing in the Contract limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

9.2 Subject to clause 9.1, neither party will be liable to the other for any indirect, consequential or special loss, or for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings or data.

9.3 Subject to clause 9.1, each party’s aggregate liability arising out of or in connection with the Contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, will not exceed the total Sponsorship Fee paid or payable under the Contract.

9.4 The indemnified party will promptly notify the indemnifying party of any claim, provide reasonable cooperation at the indemnifying party’s cost, and not settle the claim without the indemnifying party’s consent, such consent not to be unreasonably withheld or delayed.

10. Termination and cancellation

10.1 Either party may terminate the Contract by written notice if the other party commits a material breach which is incapable of remedy or, if capable of remedy, is not remedied within fourteen days after written notice requiring remedy.

10.2 Either party may terminate the Contract immediately by written notice if the other party becomes insolvent, ceases to trade, enters administration, liquidation or an analogous process, or is unable to pay its debts as they fall due.

10.3 If the Client cancels the Contract other than because of aibl’s material breach or a Force Majeure event that permanently prevents performance, the following charges will remain payable as a genuine pre-estimate of aibl’s losses and committed costs: (a) if cancellation is more than 120 days before the Event, 25% of the Sponsorship Fee; (b) 61 to 120 days before the Event, 50%; (c) 31 to 60 days before the Event, 75%; and (d) 30 days or fewer before the Event, 100%.

10.4 Where the Contract includes digital, research, content or pre-event deliverables that commence before the Event date, aibl may invoice and retain the proportion of the Sponsorship Fee attributable to work already performed in addition to any non-recoverable committed external costs, but the total amount retained will not exceed 100% of the Sponsorship Fee.

10.5 Termination or expiry of the Contract does not affect any rights, remedies, obligations or liabilities accrued up to the date of termination or expiry.

11. Consequences of termination

11.1 On termination or expiry, all Sponsorship Rights granted to the Client will immediately cease except for any limited rights expressly stated in the Contract to survive completion.

11.2 Each party will promptly stop using the other party’s marks and confidential information except to the extent required by law or to evidence historic participation.

11.3 Each party will, on request, return or securely destroy the other party’s confidential information, save to the extent retention is required by law or for bona fide legal, regulatory or backup purposes.

11.4 Any clause which by its nature is intended to survive termination or expiry will continue in force, including clauses relating to payment, intellectual property, confidentiality, liability, notices and governing law.

12. Confidentiality and data protection

12.1 Each party will keep the other party’s confidential information confidential and will use it only for the purposes of performing the Contract.

12.2 Neither party will disclose the other party’s confidential information except to its employees, professional advisers, contractors or group companies who need to know it for the purposes of the Contract and who are bound by appropriate confidentiality obligations, or where disclosure is required by law or a competent authority.

12.3 Each party will comply with applicable data protection law in connection with any personal data processed under or in connection with the Contract.

12.4 Where aibl shares attendee, lead or contact data with the Client as part of the Sponsorship Rights, the Client will use such data only for the agreed purpose, in accordance with the Contract, the relevant privacy notice and applicable data protection law.

12.5 If the parties need to put in place a separate data sharing agreement for any personal data exchange, they will do so promptly on request.

13. Force majeure and event cancellation

13.1 Neither party will be liable for delay or failure in performance caused by events beyond its reasonable control, excluding the Client’s obligation to pay sums already due.

13.2 If a Force Majeure event materially affects the Event, aibl may postpone, reschedule, relocate, digitise or otherwise reformat the Event and the Contract will continue to apply to the reformatted Event.

13.3 If aibl cancels the Event in full and does not provide a replacement Event or materially equivalent substitute benefits, aibl will refund the proportion of the Sponsorship Fee paid for undelivered benefits and will have no further liability in respect of those undelivered benefits.

13.4 For the avoidance of doubt, aibl is not liable for the Client’s own wasted expenditure, travel, accommodation or other indirect costs.

14. Compliance

14.1 Each party will comply with all applicable anti-bribery, anti-corruption, sanctions, export control and modern slavery laws relevant to the Contract.

14.2 Neither party will do anything that would cause the other party to be in breach of such laws.

14.3 aibl may suspend or terminate the Contract immediately if it reasonably believes that continued performance would expose it to sanctions risk or a material compliance breach.

15. General

15.1 Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties, nor gives either party authority to bind the other.

15.2 The Client may not assign, transfer or subcontract any of its rights or obligations under the Contract without aibl’s prior written consent, save to an affiliate as part of a genuine group reorganisation.

15.3 aibl may assign, transfer or subcontract its rights and obligations under the Contract provided that this does not materially prejudice the Client.

15.4 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, proposals and correspondence relating to that subject matter.

15.5 If any provision of the Contract is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.6 No failure or delay by either party to exercise any right or remedy will constitute a waiver of that or any other right or remedy.

15.7 A person who is not a party to the Contract has no right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.

16. Notices and governing law

16.1 Any notice given under the Contract must be in writing and delivered by hand, sent by pre-paid first-class post, or sent by email to the contact details stated in the Sponsorship Agreement or HubSpot quote, or to such other address as that party notifies in writing.

16.2 A notice delivered by hand is deemed received on signature of delivery; a notice sent by first-class post is deemed received at 9.00 am on the second business day after posting; and a notice sent by email is deemed received at the time of transmission, provided no delivery failure message is received, or if sent outside business hours, at 9.00 am on the next business day.

16.3 The Contract and any dispute or claim arising out of or in connection with it will be governed by the laws of England and Wales.

16.4 The courts of England and Wales will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.