LED professional Symposium & Exhibition / LpS Digital – SPONSORSHIP TERMS AND CONDITIONS
These terms and conditions shall apply to the sponsoring arrangement by the Sponsor (as outlined in the sponsoring agreement) of the Event arranged by Luger GmbH (Luger Research e.U. for LpS Digital) whose registered office is in Dornbirn, Austria.
1.1 In the context of this Agreement, the words and phrases below shall have the following meanings:
1.1.1 ’Event’ the symposium (or conference/exhibition for LpS Digital) referred to in the sponsoring agreement
1.1.2 ’Event Format’ the timing, structure and format of the Event as set out in the event literature
1.1.3 ’Exclusive’ no licence or right granted to the Sponsor herein and described as Exclusive shall be granted by the Organizer to any other person in relation to the Event save as may be expressly permitted in this Agreement
1.1.4 ‘Proprietary Rights’ all existing and future intellectual property rights attached to the Event including without limitation copyright, registered and unregistered trademark and design rights and the accompanying goodwill
1.1.5 ’Sponsoring Rights’ the sponsoring rights as detailed in clause 3 below
1.1.6 ‘Venue’ as set out in the sponsoring information
2 Sponsoring fee
2.1 In consideration of the rights and licenses granted the Sponsor shall pay to the Organizer the agreed fee (the ‘Sponsoring Fee’) within 30 days of the date of invoice. Where the order is received within 60 days prior to the commencement of the event (Live Streaming event for LpS Digital) the total amount becomes payable within 14 days of the date of invoice and in any case before commencement of the event.
2.2 Value added tax (or its equivalent) has been included in the Sponsoring Fee and where applicable it shall be paid by the Sponsor forthwith upon the provision by the Organizer of the appropriate value added tax invoice.
2.3 All amounts paid by the Sponsor after the due date will bear interest that will be calculated from the date when payment was due until the date the payment is received, whether before or after judgment. If the Sponsor fails to pay, the Sponsor will be responsible for all expenses (including reasonable legal fees) incurred by the Organizer in collecting the amounts due
3 Sponsoring rights
In consideration for the payment by the Sponsor of the Sponsoring Fee, the Organizer hereby grants to the Sponsor the following Sponsoring Rights where applicable and as agreed on the sponsoring order form:
3.1 The right to be designated as an Official Sponsor of the Event (or such similar designation as may be agreed between the parties) at the Event;
3.2 The right to the number of free delegate spaces at the Event as appears on the sponsoring order form (not applicable for LpS Digital)
3.3 The right to nominate the Sponsor Logo;
3.4 The right to have the Sponsor Logo on all pre-event promotional material – flyers, emails and on all show material including AV presentation;
3.5 The right to reasonable display space at the event where applicable (not applicable for LpS Digital);
3.6 The right to have information packs inserted in all delegate folders concerning the Sponsor (where applicable), the content and amount of which is to be subject to approval by the Organizer (not applicable for LpS Digital);
4 Obligations of Sponsor
The Sponsor hereby warrants to the Organizer that:
4.1 It shall not use or permit the use of or any of the rights and licences granted herein in a manner which in the reasonable opinion of the Organizer is or might be prejudicial or defamatory to the image and/or reputation of the Event, the Organizer or the Venue;
4.2 The Sponsor acknowledges that the Organizer owns and/or controls the Event and the Proprietary Rights and agrees that the Sponsor has no right, title or interest thereto save as licensed hereunder. The Sponsor warrants that it shall not seek to acquire any such right, title or interest, nor shall it use the Sponsoring Rights save as authorised in this Agreement or as otherwise agreed by the Organizer. The Sponsor shall use its reasonable endeavours to assist the Organizer in protecting the Proprietary Rights and shall not knowingly do or cause or permit anything to be done which may endanger the Proprietary Rights or the title thereto of the Organizer.
Without prejudice to the generality of the foregoing the Sponsor undertakes to the Organizer:
4.2.1 To provide such information and details as may be reasonably required by the Organizer including samples of any advertising material and any products which are to be promoted in association with the Event to the Organizer for approval;
4.2.2 To notify the Organizer of any suspected infringement of the Proprietary Rights, but to take no steps or action whatsoever in relation to such suspected infringement unless requested to do so by the Organizer;
4.2.3 to execute such further documentation and provide such assistance as may be requested by the Organizer which may in the Organizer’s reasonable opinion be required to record the terms of this Agreement or any understanding or obligation hereunder on any trademark or other register or otherwise howsoever which may in the Organizer’s reasonable opinion be necessary to protect and the Proprietary Rights;
4.3 The Sponsor undertakes not to share any of the rights and licences granted herein or engage in joint promotions in relation to the Event except in each case with the prior written consent of the Organizer;
4.4 The Sponsor shall supply at its cost finished artwork relating to its name, logos and other identification provided for herein within print deadlines reasonably set by the Organizer;
4.5 The Sponsor warrants that it owns and/or is solely entitled to use the Sponsor Logo and other material supplied to the Organizer in relation to this Agreement, and the Organizer shall be entitled to see evidence to this effect on request;
4.6 The Sponsor will not make or cause to be made or issued any report or announcement to the press or media regarding the Sponsoring Rights or the Sponsor’s appointment except in the form approved by the Organizer; and
4.7 The Sponsor agrees that it shall exercise the rights and licences granted at its sole risk and shall indemnify and hold harmless the Organizer with respect to all claims of, and liability to, third persons for injury, death, loss, or damage of any type arising out of, or in connection with, the exercise of such rights and licences except where such injury, death, loss, or damage has resulted from the negligent act(s) or omission(s) of the Organizer.
4.8 The Sponsor agrees to pay for any and all damage caused by himself his employees or guests to the property of the Organizer or property arranged for by the organizer and used by the Sponsor.
4.9 The Sponsor agrees that all safety regulations are adhered to and that it will not at any time put other exhibitors, attendees, organizers or other people in danger with its lights, machines or tools used while setting up, during the event and immediately after the event and while on the event property.
5 Obligations of Organizer
The Organizer hereby warrants to the Sponsor that:
5.1 The Organizer owns and/or controls the Event and the Proprietary Rights and use of the
Sponsoring Rights by the Sponsor as provided for under this Agreement shall not infringe the rights of any third party;
5.2 The Organizer shall stage the Event in accordance with the Event Format as outlined in the event brochure or online;
5.3 The Organizer shall deliver or ensure the delivery of each and all of the Sponsoring Rights to the Sponsor and to ensure that all relevant Sponsor signage and advertising is properly in place and operational and not concealed or obscured from view at any time;
5.4 The Organizer shall ensure that all press releases to the media directly involving the Sponsor are approved in advance by the Sponsor who shall likewise allow the Organizer to approve any such releases directly involving the Event and/or the Organizer, such approval not to be unreasonably withheld or delayed by either party;
5.5 The Organizer shall consider any reasonable requests from the Sponsor or any of its agents to run joint promotional activity;
5.6 The Organizer shall use its reasonable endeavours to uphold the good name, image and reputation of the Sponsor at all times and shall not make any statements or engage in conduct which is likely to damage or bring into disrepute the name and/or image and/or reputation of the Sponsor;
5.7 The Organizer shall at all times during this Agreement effect and maintain an appropriate level of insurance cover in relation to the Event. The Organizer shall, if so requested by the Sponsor, note the interest of the Sponsor on any such policy and shall produce upon reasonable demand documentary evidence showing the required insurance cover and proof of payment for the premiums for such insurance; and
5.8 The Organizer acknowledges that the Sponsor owns and/or controls the Sponsor Logo and the Organizer shall not knowingly do or cause or permit anything to be done which may endanger the Sponsor’s rights and title in the Sponsor Logo.
5.9 The Organizer shall deliver the Event on the date outlined in the sponsoring information. Should the date of the event change for any reason the Organizer will notify the Sponsor in writing at least three calendar months before the commencement of the Event. Upon the date of the Event changing and where the Organizer has notified the Sponsor in writing at least three calendar months prior to the Event, the termination policy as stated in point 6.4 shall stand. For LpS Digital the Live-Streaming date will apply.
6.1 Either party may, without prejudice to any other rights or remedies, terminate this Agreement forthwith by giving written notice to the other party in the event that the other party commits a material breach of this Agreement and, in the case of such breach being capable of remedy, does not remedy such breach within 7 days of being given notice in writing specifying the breach and requiring its remedy.
6.2 Either party may terminate this Agreement forthwith by notice in writing to the other party if:
6.2.1 A party enters into liquidation or dissolution otherwise than for the purpose of an amalgamation or reconstruction, save in circumstances approved by the other party; or
6.2.2 A party ceases to carry on business, has a receiver or administrator appointed over all or any part of its assets or undertakings, enters into any compromise or arrangement with its creditors or takes or suffers any similar action in consequence of a debt or other liability.
6.3 The Sponsor is entitled to terminate this Agreement forthwith on notice in the event of cancellation of the Event and to require refund of any part of the Sponsoring Fee which has been paid.
6.4 If the Sponsor wishes to terminate this agreement for any other reason than those outlined in the clauses 6.1 to 6.3 this will incur no cancellation charge if notice of cancellation is received in writing within 30 days of placement of the order, following that time period a cancellation charge of 75% of the sponsoring fee will be due payable to the Organizer. Should the Sponsor wish to terminate the agreement for any other reason than those outlined in the clauses 6.1 to 6.3 and the order has been received within 30 days prior to the commencement of the event 85% of the sponsoring fee will be due payable to the Organizer. Payment of the aforementioned fees will be required within 28 days of receipt of the cancellation notice.
7 Consequences of termination
Following termination of this Agreement for whatever reason:
7.1 The Sponsoring Rights granted by the Organizer to the Sponsor pursuant to the above clause 3 shall revert to the Organizer and thereafter the Sponsor shall not use or exploit (directly or indirectly) its previous connection with the Organizer or the Event;
7.2 The Sponsor shall deliver up to the Organizer, at the Organizer’s request, at the Sponsor’s own cost all artwork, transparencies, drawings, samples, materials and all related publicity and promotional materials in the Sponsor’s possession and/or control;
7.3 The Sponsor shall not make any further use of or reproduce or exploit any of the rights or licences granted under this Agreement or make any representation thereof that may be confusingly similar;
7.4 The Sponsor shall forthwith cease carrying on all business under this Agreement; and
7.5 Termination of this Agreement by either party and for any reason shall be without prejudice to any rights that may have accrued as at the date of such termination or which may accrue subsequently thereto to either party pursuant to or under the procedures set out in this clause 8.
8 Force majeure
8.1 Subject to clause 7 of this Agreement:
8.1.1 If by any reason of any event of force majeure either of the parties to this Agreement shall be delayed in, or prevented from, performing any of the provisions of this Agreement then such delay or non-performance shall not be deemed to be a breach of this Agreement and no loss or damage shall be claimed by either of the parties from the other by reason thereof.
8.1.2 Should the exercise of the rights and obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any event of force majeure, then the obligations of the parties shall be suspended during the period of such hampering, interference or interruption consequent upon event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties hereto will use their best endeavours to minimise and reduce any period of suspension occasioned by any of such events.
8.1.3 The expression ‘an event of force majeure’ shall mean and include fire, flood, casualty, lockout, strike, labour disputes, industrial action of any kind, unavoidable accident, breakdown of equipment, national calamity or riot, Act of God, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to war, or any other cause or event (whether of a similar or dissimilar nature) outside the control of the parties other than a shortage or lack of money.
9.1 Except as otherwise agreed in writing, including the release of agreed public announcements, the parties agree to keep all terms and particulars of this Agreement strictly confidential at all times, subject to any disclosure which may be required by law.
9.2 Nothing contained in this Agreement shall be deemed to create any relationship or partnership, joint venture or agency between the parties.
9.3 This Agreement may only be varied or amended by the written agreement of both parties.
9.4 The Sponsor shall not assign, sub-licence, divest or otherwise seek to delegate any of its rights and obligations hereunder without the prior written consent of the Organizer.
9.5 A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided for by the written notice.
9.6 Should any term of this Agreement be considered void or voidable under any applicable law, the said term shall be severed or amended in such a manner as to render the remainder of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.
9.7 Any notice given under this Agreement shall be in writing and shall be sent to the party to be served as above written or such other address of which notice has been previously given to the other party in accordance with this clause. All notices shall be delivered by hand or sent by facsimile or, by registered letter or by email. All notices shall be deemed to have been received if delivered by hand on the date of delivery, if posted on the expiration of 48 hours after posting and if sent by facsimile at the time of transmission or by email, when opened.
9.8 This Agreement including the Schedules contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties.
9.9 The construction, validity and performance of this Agreement shall be governed in all respects by Austrian law and the parties hereby submit to the exclusive jurisdiction of the Austrian Courts. Place of Jurisdiction: Feldkirch, Austria
Name of Organizer:
Luger GmbH / Luger Research e.U.
Luger GmbH VAT No.: ATU68732623, Reg.No.: FN316464p
Luger Research e.U: VAT No.: ATU50928705, Reg.No.: FN412253f
Place of Jurisdiction: Feldkirch, Austria