AG Barr Promotion Terms & Conditions
Agreement between:
| Us/we | Superstruct UK Festivals Limited, C/O Superstruct Entertainment Ltd |
| You | AG Barr plc, Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD |
Deal Terms:
| Festival and Festival Edition(s) | Snowbombing Festival 2026 (“Snowbombing”) |
| Brand | Rubicon Raw Energy |
| Agency | RPM Agency |
| Start Date | Date of execution of this Agreement by both parties |
| End Date | 30.11.2025 |
| Territory | UK |
| Contact Person for Notices | "For us: Amy Dewsnap - amy.dewsnap@uk.superstruct.com For You: Lisa McKenna, Director of Rubicon Brand at lisamckenna@agbarr.co.uk with a copy to legal@agbarr.co.uk" |
Special Terms
Agency approval and sign off.
You have appointed Agency to act on your behalf, as your agent, in relation to the management of this Agreement and the Rights granted. Accordingly:
- You agree that the Agency has the right to give any approvals, consent or agreement on your behalf. We will be entitled to treat any approval, agreement or consent given by the Agency as your approval;
- Any requests from the Agency for any Site Services (or other goods and services from us) will be deemed to be requests made by you (but the Agency will at all times be responsible for payment); and
- where we receive any sums from the Agency in relation to the Fee or other sums due under this Agreement, these will be deemed to be payments made by you.
The parties agree that you may run an on-pack promotion between 1 October 2025 until 30 November 2025. Notwithstanding these dates, the parties acknowledge that there may be stock remaining on shelf for a period of up to 10 months after the on-pack promotion closing date (“Sell-through Period”). You shall not be in breach of the terms of this agreement for advertising and selling such products featuring the Marks and on-pack offer during the Sell-through Period. However, you agree that you will not produce new products featuring the on pack offer and the Marks beyond the End Date.
Rights
1. You shall have the right to use the Mark on the following Materials for the following activities in accordance with the terms of this Agreement:
- On Product Packaging / an on pack campaign;
- On instore promotional materials;
- Your online promotional materials including on the Rubicon RAW owned social channels and your official website (https://www.rubiconraw.co.uk/) and on retailer websites and social channels;
- Branded microsite where consumers who purchase a can will be taken to once they scan the QR code on pack
in each case following our prior approval (as set out in Clause 6.1 of the Terms and Conditions). For avoidance of doubt, the campaign is permitted to run on pack between 1 October 2025 and 30 November 2025. Notwithstanding these dates, the parties acknowledge that there may be stock remaining on shelf for a period of up to 10 months after the on-pack promotion closing date (“Sell-through Period”). You shall not be in breach of the terms of this agreement for advertising and selling such products during the Sell-through Period. However, you agree that you will not produce new products featuring the on pack offer and the Mark beyond the End Date.
2. You shall have the right to undertake an in-store marketing activity. All trade and consumer facing activity originated or derived by the Sponsor which uses the Mark, name, likeness or other intellectual property created at, around or featuring such intellectual property will be subject to written approval by Us prior to exploitation. Such approval shall be considered in good faith acting reasonably and a decision provided within five (5) Business Days of any request. Any request by You not responded to within five Business Days of initial request shall be deemed approved.
Payment Terms
Your Agency will pay the Fee on your behalf. Your Agency confirms that their payment terms are last day end of month following month of invoice. Your Agency shall pay us the Fees on the Payment Date(s) or, if later, the date which is applicable in line with your payment terms following receipt of the relevant invoice. Where we are required to include a purchase order number on an invoice, your failure to provide to us a purchase order number shall not be a valid reason to delay payment. In such a scenario, we shall be entitled to issue the invoice without a purchase order number and you shall be required to settle such invoice in accordance with these payment terms. If any invoice for Fees is overdue, we may refuse access to you or your Personnel to the Venue. Where you are required to make additional payments for access to certain rights or services in accordance with the Deal Terms or as otherwise set out in this Agreement (including for any Site Services), you shall pay such sums immediately on receipt of an invoice. If any invoice for Site Services is overdue, we may refuse access to you or your Personnel to the Venue. You hereby confirm that you have completed our onboarding to your payments system as at the date of this Agreement and that no further information or materials beyond that set out in Annex 2 is/are required in order for us to raise invoices under this Agreement. The payment terms set out in this Agreement for the payment of invoices issued by us shall continue to apply, regardless of whether there is a delay in setting us up on your payments system.
Terms & Conditions
1. Definitions
This Agreement comprises these terms and conditions (Schedule 1), the signed Deal Terms, Schedule 2 and Annexes 1 and 2. The definitions and rules for interpretation are set out in Schedule 2.
2. Grant of Rights
2.1. In consideration of the payment by you of the Fees and the provision of the VIK and MIK (if any), we will make available to you the Rights during the Term in the Territory on the terms and conditions set out in this Agreement for the purpose of associating the Brand within the Brand Category with the Festival.
2.2. You must exercise the Rights and any opportunities granted under this Agreement in a manner consistent with the good name, goodwill, reputation and image of: us; the Mark; the Venue; the Festival Organiser; and/or the Festival.
2.3. You will act in good faith in all your dealings with us during the Term. Where you are required to give your consent or approval or agreement to any matter, you will (unless otherwise expressly set out in the Agreement) not unreasonably withhold, delay or condition such consent, approval or agreement.
2.4. You acknowledge and agree that you shall have no rights other than as specifically set out in this Agreement and all rights not expressly granted to you under this Agreement are reserved to us or the Festival Organiser.
3. Exclusivity
3.1. Where we have granted you exclusivity, (which will be set out in the Deal Terms), we shall not (and shall ensure that the Festival Organiser shall not) grant to any third party whose principal business is within the Brand Category any rights which are the same as, or substantially similar in nature to the Rights in the Territory during the Term in relation to the Festival by which such third party may promote any products or services in the Brand Category in relation to the Festival.
3.2. For the avoidance of doubt nothing in this Agreement shall prevent us or the Festival Organiser from granting any rights:
(a). which are the same as or substantially similar in nature to the Rights to third parties in respect of products or services outside the Brand Category;
(b). in relation to any other events we (or they) operate;
(c). which are not in the nature of sponsorship, including for example rights granted to: broadcasters; merchandise licensees; purchasers of tickets and ticket packages; or suppliers, provided in each case they have no right to assert a sponsorship of or partnership relationship with the Festival.
3.3. In addition, even if we have agreed that your rights are exclusive within the Brand Category, unless we have agreed exclusive supply terms, you will not have the exclusive right to supply goods or services in the Brand Category to us, the Festival Organiser, our concessionaires or any other third parties providing goods or services at the Festival. You acknowledge that goods and services within the Brand Category may used at the Festival, may be made available to or sold to attendees at the Festival and may accordingly be advertised for sale. We will not be in breach of this Agreement as a result.
4. Payment
4.1. The Fees and any other consideration payable in respect of the grant of the Rights and/or the supply of any other goods or services under this Agreement (including any VIK or MIK) are exclusive of any VAT, which shall be payable in addition by you on receipt of a valid VAT invoice. Without limitation to the foregoing, you shall pay any taxes, duties or levies (including without limitation VAT or import duties) payable on the supply of, or by reference to, the VIK, MIK or any other value or benefits in kind and to that end you hereby indemnify us against any such taxes, duties or levies payable by us on, or by reference to, the supply of the VIK, MIK and any other value or benefits in kind or any value which might properly be attributed to the VIK, MIK or any other value or benefits in kind for tax purposes. The parties agree to act reasonably in assessing the value of the non-cash consideration for goods and /or services and delivering VAT-only invoices to each other in respect of the value of such non-cash consideration.
4.2. You shall have no right of set-off or to make any withholding from any sums due.
4.3. If any payment under this Agreement is late or any VIK or MIK is not delivered or provided on time, we shall be entitled to charge interest on any overdue amount (or the value of the VIK or MIK) at a rate of 3% above Barclays Bank Plc’s interest rate per annum. Interest will be charged daily from the date payment or VIK or MIK is due to the date of payment or supply of the VIK (inclusive).
5. Our Obligations
5.1. As between us and you we are responsible for the organisation and staging of the Festival.
5.2. Subject to clause 5.6, we (and the Festival Organiser) shall be free to act in such manner as we (or they) choose in carrying out our (or their) responsibilities.
5.3. We will (and will procure that the Festival Organiser will) organise the Festival in accordance with good industry practice and in accordance with all Applicable Laws. As between us and you, we will obtain any necessary licences, agreements or consents for the organisation and operation of the Festival.
5.4. As between us and you, we shall be free to choose (in our absolute discretion): the plan and layout for the Festival; the timings of any performances; the Artists that perform at the Festival; and any other entertainment or attractions at the Festival.
5.5. We will use our reasonable endeavours to support you in seeking to exercise the Rights (including by notifying you in advance of any major announcement in relation to the Festival in order to enable you to plan your communications accordingly) provided that such assistance does not require us to incur any additional costs.
5.6. We will act in good faith in all our dealings with you during the Term. Where we are required to give our consent or approval or agreement to any matter, we will (unless otherwise expressly set out in the Agreement) not unreasonably withhold, delay or condition such consent, approval or agreement.
5.7. You acknowledge that the Festival will be organised by the Festival Organiser. Where the Festival Organiser is required to grant rights or provide services to you directly, we will procure that this is done.
5.8. We shall not (and we shall ensure that our directors or employees do not) knowingly do or suffer to be done any act or thing which will in any way harm or bring into disrepute your good name or reputation.
5.9. We shall keep you informed as promptly and as reasonably practicable with respect to material developments or changes to the Festival (including Festival dates) which we believe are likely to affect your enjoyment of the Rights.
6. Your Obligations
You warrant and undertake that you shall:
6.1. ensure that:
(a). the content, nature and proposed use of each Material including for the avoidance of doubt all Materials:
(i) which incorporate a Designation, the Mark, any Media Content;
(ii) which refers to us or the Festival, the Festival Organiser or any Other Sponsor; or
(iii) which is to be used for the Marketing Activities; and
(b). the nature and details of each and every Marketing Activity (including where relevant all advertising distribution plans, whether physical, broadcast or for online/social media distribution);
is approved in writing by us (such approval not to be unreasonably withheld) prior to you commencing any such Marketing Activity or prior to the publication or use of the relevant Material, it being acknowledged that our approval shall not relieve you from your other obligations set out in this Agreement and we will not be in breach of this Agreement as a result of our failure to provide approval;
6.2. in exercising the Rights granted under this Agreement, comply at all times with the Brand Guidelines. Where the Brand Guidelines include deadlines for submission of materials, if you fail to meet these deadlines, we may be unable to provide those Rights to you, except to the extent such failure was due to our negligence or wrongful act or omission;
6.3. ensure that the Materials and Marketing Activities will comply with all Applicable Laws;
6.4. if any Materials use the recognisable image of any individuals (including any Artist) or include any third party Intellectual Property Rights, obtain any consent, licence, permission or other clearance necessary in order to use the same (and for the avoidance of doubt, as between you and us, you shall have the responsibility for obtaining such licences, consents, permissions or approvals);
6.5. provide one sample of each Material to us and ensure that all Materials conform with any samples approved by us;
6.6. ensure that all Materials are used solely for the Marketing Activities and you shall not (and shall not authorise or procure any third party to) sell the Materials, offer the Materials for sale or distribute any Materials other than as part of the Marketing Activities;
6.7. not use the Designation, the Mark, or any Material except as expressly provided in this Agreement and in accordance with any conditions of approval imposed by us, and in accordance with any usage guidelines as the parties may agree in writing from time to time during the Term;
6.8. ensure that the Materials do not contain a designation in relation to your sponsorship of any event other than the Designation or, unless otherwise agreed, any logo other than the relevant Mark, or Your Mark;
6.9. not make any announcement of the nature or subject of this Agreement without our prior written consent;
6.10. not knowingly adopt or use (or attempt to register) any domain names, social media handles, marks, drawings, symbols, emblems, logos, designations or names identical or confusingly similar to any Festival IP without our prior written consent;
6.11. not (and shall ensure that your directors, officers or employees, acting in the course of their employment do not) knowingly do or suffer to be done any act or thing which will in any way harm or bring into disrepute the good name or reputation of us, the Festival, the Festival Organiser, the Mark or the Venue;
6.12. not knowingly do or suffer to be done any act or thing which will in any way harm, impair or adversely affect our rights (or the rights of the Festival Organiser) in the Festival IP;
6.13. not make any representation or give any warranty on our behalf nor create any expense chargeable to us or the Festival Organiser or otherwise pledge our or the Festival Organiser’s credit;
6.14. not hold yourself out as a supplier to or sponsor of us, the Festival Organiser, the Venue or the Festival except strictly in accordance with and subject to the terms of this Agreement;
6.15. not engage in any joint exploitation of or otherwise enter into any joint marketing or promotion such that any of the Materials, us, the Festival, the Festival Organiser or the Venue is associated with any third party or any third party's products or services without our prior written consent;
6.16. co-operate with and comply with all our reasonable requests during the Term in relation to your exercise of the Rights and promptly notify us any factor which could or does impact upon your ability to perform your obligations under this Agreement; and
6.17. not knowingly exercise the Rights in such a way as to conflict with or do anything which conflicts with the rights granted to any Other Sponsors nor otherwise engage in any ambush marketing of us, the Venue, the Festival Organiser or the Festival.
7. Sustainability, ESG and Supplier Codes
7.1. You acknowledge the importance of complying with best practice in environmental, social, corporate governance and diversity, equality and inclusion matters. You will ensure your business practices (and in particular any activities in the Venue, in promoting your sponsorship of the Festival and in the supply of VIK or other goods or services) comply with our environmental social and governance policies (ESG Policies) provided to you prior to the date of this Agreement. Where we make changes to the ESG Policies or or introduce new ESG Policies after the Start Date you and we will work together in good faith to ensure compliance with those new policies as soon as reasonably practical.
7.2. You will on request provide to us such information as we reasonably require to demonstrate your compliance with the ESG Policies and/or Supplier Code.
8. Special Terms in relation to the Rights granted
Unless otherwise set out in the Deal Terms, all Rights:
8.1. are granted on a non-exclusive basis;
8.2. may only be exploited in the Territory during the Term;
8.3. may only be exploited in accordance with the terms and conditions set out in this Agreement; and
8.4. shall be exercised at your cost.
9. Special Terms in relation to use of Designation and Mark
Where you are permitted to use the Mark and/or a Designation:
9.1. the Mark and/or Designation shall be used on the Materials and for the Marketing Activities only;
9.2. where we specify, the Mark may only be used where the Designation is used;
9.3. Where a naming rights/title sponsor is appointed to the Festival (or the Venue):
(a). we may require you to use a Designation and/or Mark which includes the name/brand of the naming rights/title sponsor. The definition of Mark and Designation will be amended accordingly to reflect the revised name of the Festival/Venue:
(b). you will, where required use the full name of the Festival or Venue including the name of the relevant sponsor;
(c). you will use the new Designations and Mark in all Materials from such date notified by us. Where we require you to replace or recall any existing Materials, we will pay to you the reasonable costs of such replacement or recall (to be agreed in writing in advance between us and you).
9.4.Where we agree to the development of a Composite Mark:
(a). we will (unless we agree otherwise) design the Composite Mark (at your cost);
(b). Unless otherwise notified to you in writing in advance:
(i). you will be entitled to use the Composite Mark wherever you are able to use the Mark; and
(ii). we will where you request use the Composite Mark rather than Your Mark where we grant branding rights to you.
10. Artists and Music
10.1. You acknowledge that nothing in this Agreement authorises you to use the name, image or likeness of any Artist, any performance of any Artist or any music from the Festival or performed by any Artist performing at the Festival.
10.2. You will not imply that:
(a). you are an official supplier to or sponsor of any Artist;
(b). you are endorsed by or preferred by any Artist; and/or
(c). you have any other connection with any Artist.
11. Special Terms in relation to use of Media Content
11.1. Where you are permitted to use Media Content:
(a). and we have agreed to provide Media Content to you, that Media Content will be made available electronically with the exact format to be determined by us;
(b). the Media Content may only be used where the Mark or Designation is shown;
(c). you cannot provide any Media Content to third parties without our prior written approval.
11.2. You will not (and shall ensure that any of your Guests and Personnel attending the Festival shall not) film, photograph or otherwise record at the Venue for any commercial purposes. Where you are permitted to photograph, film or otherwise record at the Festival: (a). you will only do so in a way that does not cause any nuisance or disturbance to the operation of the Festival or any third parties at the Venue;
(b). you will not be able to take any audio only recordings;
(c). any such film, photographs or other recording will be undertaken at your expense and subject to such conditions of access we notify you;
(d). you may not broadcast live (or as live) or live stream from the Venue;
(e). filming and photography may only be undertaken from within your Activation Space (unless we agree in advance in writing and then only from those agreed areas);
(f). you may not include the performance of any Artist in any film or photograph;
(g). you will be responsible for obtaining any clearances required for the use of such film, photographs or other recordings (including from any identifiable individual or the branding of Other Sponsors);
(h). you will only be entitled to use such film, photographs or other recordings during the Term for the Marketing Activities.
12. Special Terms in relation to use of any Branding Opportunities and Press Release
12.1. Where you are granted any branding rights:
(a). where specific locations/sizes are specified, we will use our reasonable endeavours to include Your Mark in substantially those spaces and sizes set out in the Deal Terms, otherwise the size and positioning of such branding shall be as we reasonably nominate;
(b). you will provide copies of Your Mark in such format and at such time as we reasonably request for the purposes of providing the branding;
(c). your Mark may appear alongside the branding of Other Sponsors; and
(d). you shall be responsible for the costs of manufacture, production, installation, removal and (where relevant) storage of any physical materials (such as sponsor recognition boards).
12.2. We shall obtain your prior written approval for our use of Your Mark where required to deliver to you any Rights. You shall not unreasonably withhold, delay or condition your approval of the use of Your Mark. You acknowledge that any unreasonable delay in providing your approval may mean that we are unable to deliver a right to you and we will not be in breach of this Agreement as a result. Where you do not give your approval, you shall provide reasons for any such disapproval. You and we shall agree templates for how Your Mark is reflected in various items of collateral so that we do not need to get approval each and every time we use Your Mark on those agreed items of collateral.
12.3. We shall ensure that all use of Your Mark by us (or any third party we authorise) shall be in accordance with any brand guidelines provided by you. The use of any Composite Mark will be subject to any brand guidelines agreed between us and you.
12.4. Should you undertake a re-brand and/or request that we update any of your branding on material in/on which the branding rights are granted, we will use our reasonable endeavours to use your new branding on such materials following such rebranding, the costs of implementing such re-branding shall be borne by you. We will not be required to replace or amend any materials already in existence which features or includes your prior branding.
12.5. The contents of any Press Release shall be agreed between us and you provided that you acknowledge that it may feature Other Sponsors.
13. Special Terms in relation to use of any In Venue Activation
Where you are permitted to undertake any activation within the Venue or are given the right to any Activation Space:
13.1.you will follow all our or the Festival Organiser’s reasonable instructions at the Venue and you will not cause any nuisance to any third party at the Festival or otherwise disrupt the general operation of the Festival;
13.2.you will follow all rules and/or regulations in relation to the Venue and access to the Venue as notified by us or the Festival Organiser to you;
13.3.you will at all times at the Venue comply with all Applicable Laws;
13.4.where you are given the right to an Activation Space, you shall occupy the Activation Space as our (or the Festival Organiser’s) licensee and shall have no other right or interest in the Activation Space or Venue;
13.5.the nature, terms and conditions of any activities at an Activation Space or at the Venue will be subject to our prior written approval. You will provide to us for our approval your Operation Plan by such date we notify to you, setting out your proposed activities within the Activation Space and the Venue. The Operation Plan will include details of staffing, operating times, promotional activities, structures to be used, decoration, branding, Your Equipment that you intend to bring to the Venue together with such other information we reasonably require (including any necessary risk assessments or health and safety plans);
13.6.we and you will work together to agree the Operation Plan and you shall make such amendments to the Operation Plan as reasonably required by us so that we can, acting reasonably and in good faith, approve such Operation Plan;
13.7.you will ensure all your activities at the Venue comply with the approved Operation Plan;
13.8.you will be responsible for the build and take down of any Activation Space and any structures at the Venue at your cost. Unless we agree otherwise in writing, we (or our service providers or those of the Festival Organiser) will provide any necessary goods or services required by you within the Activation Space or the Venue at your cost in accordance with Clause 14 (Site Services). You acknowledge that where any Other Sponsor’s rights include exclusive supply rights, if you wish to use any goods and/or services in the Activation Space or at the Venue within that sponsor’s exclusive supply category you will use the goods and/or services of such Other Sponsor;
13.9.you shall not sublet or sub-licence the Activation Space or exhibit products or services of a third party;
13.10.no product sampling or any other publicity or promotional activity may be undertaken by you or any Guest outside the Activation Space unless agreed otherwise;
13.11.where you are allowed to giveaway or undertake sampling at the Activation Space or within the Venue (as set out in the Deal Terms), you will ensure that any products used or distributed comply with our ESG Policies and are: safe; of satisfactory quality; fit for purpose; comply with any applicable law or regulation; and are made by the manufacturer as stated on the label;
13.12.where you are entitled to invite guests including Festival attendees into an Activation Space, the Activation Space must be suitably staffed at all relevant times;
13.13.unless specified in the Deal Terms (or otherwise agreed in writing by the parties) the Activation Space to be allocated to you shall be determined by us in our absolute discretion;
13.14.we may, acting reasonably and in consultation with you, relocate the Activation Space at any time before commencement of any relevant activity;
13.15.no branding, signage or other commercial identification shall be placed outside the Activation Space and (to the extent any promotional activity is expressly permitted in the Deal Terms);
13.16.you will not bring or use at the Venues, or within the surrounding areas and airspace of the Venue, any drones or similar items;
13.17.you will not excavate, drill, stake or in any way dig or drive anything into the ground without our consent;
13.18.you will remove at your own cost any and all packaging, cartons and/or rubbish which you bring to or create at the Festival;
13.19.you will order at your cost a sufficient number of bins from us and ensure all waste is put into the correct bins and/or removed from the Venues prior to the date (and time) we notify to you to vacate the Venue; and
13.20.should we or the Festival Organiser elect to use a centralised or preferred payment system at the Venue, you will exclusively use such payment system within the Activation Space (the costs and payment terms in relation to any such system to be provided upon your written request);
13.21.you will immediately notify us or our representative of any accidents, issues or complaints occurring at the Venue in the exercise of your rights and obligations under this Agreement at any time;
13.22.you shall ensure that Your Equipment:
(a). is approved by us in writing;
(b). is safe and conforms to current health and safety regulations (and you will provide us evidence of such conformity on demand);
(c). is removed from the Venue by such time(s) as we notify to you in advance; Any items left at the Venue after this time may be treated as abandoned and we may dispose of such items and you will pay our reasonable costs in doing so;
(d). is kept clean and in a good state of repair. Where we notify you of any fault or problem with Your Equipment you will remedy this as soon as reasonably practical;
13.23.not bring any vehicles on site at the Venue except where we approve in writing;
13.24.immediately remove (or relocate if applicable) any equipment and/or vehicle upon our request for health and safety or operational reasons or if directed to do so by the emergency services;
13.25.your Equipment (and any vehicles) is brought onto the Venue at your risk. You are responsible for the loss of, theft or damage to Your Equipment (including any vehicles) brought on or left at the Venue, except where such loss or damage is directly caused by the negligence or wilful default of us, the Festival Organiser or our or the Festival Organiser’s employees, agents or subcontractors; and
13.26.you acknowledge that instructions and directions may be given on our behalf by the Festival Organiser or their representatives.
14. Site Services
14.1. All work undertaken at the Venue and any goods to be supplied at the Venue will, unless we agree otherwise in writing, be undertaken by us, the Festival Organiser or our (or their) nominated suppliers.
14.2. Where you require any good or services to be provided at the Venue (Site Services), you will order these from us. You must notify us of your requirements for Site Services by the booking deadline we notify to you and no less than 14 days before the first day of the Festival.
14.3. If you do not place your order for Site Services by the booking deadline we may not be able to provide those goods or services to you. We will not be in breach of this Agreement if, as a result of your failure to order the Site Services on time, you are unable to fully exercise your rights under this Agreement.
14.4. The costs for the provision of the Site Services will be calculated in accordance with our standard ratecard which will be updated from time to time. You acknowledge that the costs set out in the ratecard may increase after the booking deadline. A premium will be applied to any Site Services during or in the 3 days prior to the Festival.
14.5. Where you have requested any Site Services which are not covered by the ratecard and we are able to provide those goods and services to you we will, where practical, agree the costs for the provision of those Site Services in advance.
14.6. You will pay any invoice for Site Services to us immediately on submission to you of any invoice. If any invoice for Site Services is outstanding, we may refuse access to you or your Personnel to the Venue.
15. Special Terms in relation to the supply of VIK
Where you are required to supply VIK to us, unless separate terms are set out in this Agreement or any VIK Agreement, you shall:
15.1. deliver the VIK, at your cost, on such dates and to such locations as we reasonably specify, time is of the essence in relation to such supply;
15.2. unless otherwise agreed, supply the VIK in such quantities, designs and specifications reasonably requested by us and/or as set out in the Deal Terms;
15.3. ensure that all VIK is new, supplied in first class condition and suitably packaged;
15.4. ensure that the products are supplied on your standard terms of business offered to consumers (except to the extent such terms conflict with the terms set out in this Agreement) and we shall be entitled to the benefits of any guarantees or warranties offered to consumers in relation to such VIK. For the avoidance of doubt (and unless agreed otherwise in writing) any goods and/or services shall be guaranteed in writing and under warranty for a period of one year from the date of delivery;
15.5. will be unbranded and will not be price marked. Where we allow the products to be branded, the products will be branded only with your standard markings applied to such products available for sale to the public;
15.6. ensure that the products are fit for the purpose for which they are supplied to and are of satisfactory quality;
15.7. ensure the title in the VIK passes to us on delivery; and
15.8. ensure that the products conform in all respects with any samples approved by us (and you shall supply such samples as we reasonably require).
16. Special Term in relation to the supply of MIK
Where you have agreed to provide MIK, you will:
16.1. provide to us, for our approval, a fully costed marketing plan setting out your proposed marketing activities against the committed MIK spend;
16.2. we and you will work together to agree the marketing plan and you shall make such amendments to the marketing plan as reasonably required by us so that we can, acting reasonably and in good faith, approve such marketing plan;
16.3. following approval of the marketing plan use all reasonable endeavours to implement such plan (with any changes to be agreed between us and you acting reasonably);
16.4. ensure you obtain our approval for each and every Material used for such Marketing Activities.
17. Special Terms in relation to the supply of Products
Where you are required to supply Products to us, unless separate terms are set out in this Agreement or other supply agreement, you shall:
17.1. deliver the Products, at your cost, on such dates and to such locations as we reasonably specify, time is of the essence in relation to such supply;
17.2. unless otherwise agreed, supply the Products in such quantities, designs and specifications reasonably requested by us and/or as set out in the Deal Terms, the total costs for which will be set out in the Deal Terms;
17.3. ensure that all Products are new, supplied in first class condition and suitably packaged;
17.4. ensure that the Products are supplied on your standard terms of business offered to consumers (except to the extent such terms conflict with the terms set out in this Agreement) and we shall be entitled to the benefits of any guarantees or warranties offered to consumers in relation to such Products. For the avoidance of doubt (and unless agreed otherwise in writing) any goods and/or services shall be guaranteed in writing and under warranty for a period of one year from the date of delivery;
17.5. will be unbranded and will not be price marked. Where we allow the products to be branded, the products will be branded only with your standard markings applied to such Products available for sale to the public;
17.6. ensure that the Products are fit for the purpose for which they are supplied to and are of satisfactory quality;
17.7. ensure the title in the Products passes to us on delivery; and
17.8. ensure that the Products conform in all respects with any samples approved by us (and you shall supply such samples as we reasonably require).
18. Special Terms in relation to Use on Products
18.1. Unless otherwise agreed in writing, you will have no right to produce any products bearing any Festival IP whether for sale or for promotional purposes.
18.2. Where you are entitled to use Festival IP on point of sale materials for products in the Brand Category, all details of such use shall be subject to approval as a Marketing Activity and in particular the nature, quantity and distribution channels for those point of sale materials shall be subject to our prior written approval in our absolute discretion.
18.3. The sale and distribution of products bearing any Festival IP shall be subject to such additional terms and conditions as we nominate and we may require you to enter into a separate agreement.
19. Special terms in relation to tickets
Where you are granted access to tickets:
19.1. the tickets:
(a). are for use by you or your staff (as incentives or rewards) or for entertaining clients or prospective clients;
(b). may not be resold; and
(c). may not be used for any consumer promotions or as a give away or prize unless otherwise set out in the Deal Terms.
19.2. where any tickets are used in a sales promotion you shall include provisions in the terms and conditions for the sales promotion which: (i) prohibits prize winners and their guests from reselling or using the tickets for other commercial gain; and (ii) states that entry is subject to the terms and condition of entry to the Festival;
19.3. any Guests or other ticket holders must comply with the terms and conditions relating to any ticket. We acknowledge that where you have used tickets within a consumer promotion or giveaway, you will not be responsible for the acts or omissions of those ticketholders;
19.4. as between us and you, you shall be responsible for the insurance, transport, subsistence and accommodation costs relating to any Guests using the tickets;
19.5. you acknowledge each ticket will be subject to a charitable donation details of which (if any) are set out in the Deal Terms; and
19.6. you shall notify us as soon as possible and in any event no later than 20 (twenty) days prior to the date of any ticket if you will not take up the full allocation of tickets or places available to you and we shall then be entitled to resell or reallocate the ticket(s) or places(s). For the avoidance of doubt you shall not be in breach of this obligation in the event that a Guest for whom a ticket or place has been reserved does not attend on the day;
20. Guests and Personnel
20.1. Where you have the right to undertake any activities at the Venue, you will be entitled to provide a sufficient number of Personnel, at your cost, in order to exercise those rights. Where you provide for a number of Personnel in any approved Operation Plan you will provide that number of Personnel. The number, identity and roles of any such Personnel will be subject to our prior written approval. We will provide the necessary passes to such Personnel.
20.2. You shall ensure that:
(a). all Personnel shall comply with all safety announcements and reasonable directions given by us, the Festival Organisers or our or their authorised representatives at the Venue including any rules and regulations relating to the Venue. Where guests are working at the Festival they will attend any health and safety briefings we require;
(b). all Personnel comply with the terms and conditions of issue of any pass;
(c). all Personnel shall wear appropriate accreditation issued by us at all times at the Venue;
(d). no Personnel shall remain at the Venue overnight and shall leave the Venue as soon as is reasonably practical following completion of their services on the day of the Festival (save for operational staff authorised to camp overnight in agreed areas);
(e). all Personnel shall act in an efficient, courteous and professional manner while carrying out any services at the Venue;
(f). no Personnel or Guests shall provide any services or undertake any promotional activities anywhere other than in locations designated by us;
(g). no Personnel or Guests shall make or take any photographs, film or other recordings at the Venue for any commercial purpose (unless expressly permitted under this Agreement); and
(h). all Personnel and Guests shall consent to being photographed and/or filmed by us or any third parties authorised by us and consent to such film, photographs or other recordings being used and sublicensed for any purpose we see fit.
20.3. You will be responsible for the acts and omissions, behaviour and conduct of the Guests and Personnel (including in relation to conduct, honesty and sobriety) and compliance with all Applicable Laws. You shall use reasonable endeavours to ensure that at all times the Guests and Personnel shall comply with all relevant rules and regulations governing access to the Activation Space or the Venue and shall not do or omit to do anything which may jeopardise the general safety and conduct of the Festival. If in our (or the Festival Organiser’s) reasonable opinion, any Guest’s or Personnel’s conduct falls below this standard or will or is likely to cause any nuisance, the Guest or Personnel may be refused access to the Venue or Activation Space or removed from the Venue (or any area within the Venue).
20.4. You will be responsible for any breach of this Agreement by any Guest or Personnel as though such breach of this Agreement was a breach by you.
20.5. We (and the Festival Organiser) reserve the right to expel or refuse entry to any Guest or Personnel, at our sole (or their sole) discretion where such Guests or Personnel do not comply with any relevant rules or regulations for access to the Venue, to follow our (or their) reasonable directions or where they are (or we or the Festival Organiser believe they may) cause any nuisance to any other attendees at the Festival.
20.6. All Personnel providing services at the Venue shall be employed or otherwise contracted by you and you will be fully responsible for paying all salaries, wages, commissions, bonuses, national insurance contributions, PAYE, pensions, sick pay and all other amounts payable directly or indirectly in respect of their employment or contract.
21. Changes to the Festival
21.1. As between us and you, we shall be entitled to cancel the Festival (or part thereof) as a result of a Force Majeure event or for any reason.
21.2. If we decide to cancel the whole of the Festival or abandon the Festival in its entirety after it has started, you will be entitled to a reduction of the Fee payable for the relevant Festival for the relevant year. The reduction will be calculated on a pro rata basis based on the value of the Rights which we were unable to make available to you as a result of the cancellation/abandonment as a proportion of the total value of the Rights to be made available to you in the relevant year. This is our (and the Festival Organiser’s) full liability to you for such cancellation. Neither we nor the Festival Organiser will be responsible for any other costs of any nature incurred by you when the Festival is abandoned or cancelled.
21.3. If the Festival is postponed, the Agreement shall continue to apply to the postponed Festival, provided that the postponed Festival takes place within 390 (three hundred and ninety) days of the original date. If the replacement event does not take place within 390 (three hundred and ninety) days of the original date, the event will be considered cancelled and Clause 21.2 above will apply.
21.4. If, (by reason of a Force Majeure event, exigencies of production or otherwise) we are unable to make available to you certain Rights or need to vary the Rights made available to you, (i) we shall provide you with alternative rights of what we consider to be an equivalent financial and brand value in place of those Rights that will not be made available, as agreed by you and us in writing acting reasonably, (ii) if we and you cannot come to an agreement on alternative rights, you shall be entitled to a pro rata refund of the Fees for the Rights we are unable to make available to you (which will be an amount agreed in writing between us and you, and calculated as a proportion of the value of the Rights we are unable to make available to you to the total value of the Rights under this Agreement).
21.5. If the Festival is cancelled or postponed for any reason, any tickets, hospitality or other experiences which have been offered by you to any consumer as part of any approved sales promotion shall be:
(a). made available for any rearranged date (where the Festival is postponed); or
(b). made available for purchase by you in relation to the next edition of the Festival unless the value of such tickets or hospitality has been included with the proportion of the Fee retained by us (and not refunded to you); and/or
(c). if the postponed or next edition of the Festival falls outside the Term, you shall only be entitled to obtain the tickets and hospitality but not to promote any association with such future edition of the Festival. On request we will refund to you the value of any tickets purchased by you for the Festival under this Agreement at the price paid by you for such tickets.
22. Confidentiality
22.1. Each party warrants and undertakes that it shall respect and preserve the confidentiality of all information provided by the other party (and in your case provided to you by the Festival Organiser) that is, by its nature, confidential and/or which the disclosing party notifies to the other party is confidential (whether or not contained in documents). All such documents and information will be kept confidential by the receiving party.
23.2. This Clause 22 shall not apply to any information which:
(a). is in the public domain or otherwise freely available (other than as a result of a breach by the receiving party of this Agreement or the breach by a third party of any obligation of confidentiality); or
(b). is required to be disclosed by law. In such case the receiving party shall give the disclosing party reasonable written notice (detailing the information required to be provided under such law and details of the relevant law requiring its disclosure) prior to such disclosure to enable the disclosing party to take steps or make representations to prevent any such disclosure; or
(c). was already in the receiving party’s possession at the time of such disclosure and the receiving party has documentary proof of such possession.
23.3. You shall not (and shall procure that the Guests or Personnel shall not) during the Term or any time after the termination of this Agreement for any reason, give any interview, provide any information, make any statement in any manner whether in writing or orally, to any person, television company, radio station, newspaper, magazine or other media organisation without our prior written approval.
23.4. We shall be entitled to share your confidential information with the Festival Organiser provided that we make them aware of the confidential nature of the information provided (and they agree to keep such information confidential).
23. Our Warranties
We warrant and undertake that:
23.1. We have the authority to enter into this Agreement and to perform our obligations under this Agreement and to grant you the rights granted in this Agreement; and
23.2. the person executing this Agreement for and on our behalf is a duly authorised representative of us and has the unconditional capacity to execute and deliver this Agreement on our behalf; and
23.3. to the best of our knowledge and belief, the use by you of the Mark, when used by you in accordance with this Agreement in the Territory, does not and will not infringe any third party Intellectual Property Rights.
24. Your Warranties and Risk Mitigation
24.1. You warrant and undertake that:
(a). You have the authority to enter into this Agreement and to comply with the obligations imposed on it under this Agreement;
(b). to the best of your knowledge and belief, the use by us of Your Mark and the use by those third parties we authorise to use Your Mark and the use of the Materials when used in accordance with this Agreement and to deliver the Rights and where otherwise permitted under this Agreement, does not and will not infringe any third party Intellectual Property Rights; and
(c). the person executing this Agreement on your behalf is a duly authorised representative of you and has the unconditional capacity to execute and deliver this Agreement on your behalf.
(d). you are not currently in breach of the Supplier Code; and
(e). there is nothing of which you are currently aware which is not widely reported or which is not generally known which, in coming into the public domain or being widely reported may reflect unfavourably on or otherwise harm or bring into disrepute the good name or reputation of us, the Festival, the Festival Organiser, the Mark or the Venue.
24.2. If as a result of your sponsorship of the Festival we reasonably believe that:
(a). any circumstance arises which would or could result in harm or disrepute to us, the Festival, the Festival Organiser, the Mark or the Venue or otherwise reflects unfavourably on us, the Festival, the Festival Organiser, the Mark or the Venue; and/or
(b). there is any action planned (which could include any planned protests or demonstrations) which would or could disrupt or compromise the operation of the whole or any part of the Festival or present a risk of any kind to any attendee of the Festival or Venue,
however it arises (whether directly or indirectly including as a result of a breach of Clauses 6.11 or 7 or as a result of any prior act or omission of or by you which was not previously generally known coming into the public domain) you shall co-operate with us in respect of reasonable measures to be taken to mitigate such potential damage or risk. Such measures may include we and you issuing press releases or statements via the Festival’s (and your) social media platforms, changing the visibility of your branding at the Festival or suspending the sponsorship (and the grant of the Rights) (in each case as agreed in writing).
25. Indemnity and Limitations
25.1. You shall make good at your own expense any damage to the Venue or any Activation Space (including any structure used for the Activation Space) or any other area within the Venue under your control and/or to which you are granted access and which is attributable to any act or omission by you and/or any of the Guests or Personnel (fair wear and tear excepted). In the event of you not having made good such damage within 24 (twenty-four) hours (or such shorter time as we may reasonably require) of the damage having occurred (or, if discovered later, of us notifying you of such damage and requiring its remedy), we shall be entitled to rectify any such damage at your cost.
25.2. You hereby indemnify us, the Festival Organiser, our and their directors, executive members, officers, employees and agents against all Expenses arising by reason of: any act or omission of you, your Personnel or Guests; the use or distribution of the VIK, any products ((including Products) whether by way of sampling or where Festival IP is used in connection with products including any product liability issues arising from the sale, distribution or use of such products or VIK); activities on the Venue or in any Activation Space (including any failure to vacate the Activation Space by any time(s) notified); or any breach of this Agreement or any warranty by you or your authorised representatives howsoever caused; except where such claims, actions, losses, damages, liabilities and expenses arise directly as a result of our or the Festival Organiser’s negligence or the negligence of our or the Festival Organiser’s authorised representatives.
25.3. We are entering into this Agreement for the benefit of the Festival Organiser. You acknowledge and agree that where any Festival Organiser suffers or incurs any actions, proceedings, damages, claims, losses, liabilities, awards, fines, costs or expenses, we may claim under the indemnity in Clause 25.2 as fully as if such actions, proceedings, damages, claims, losses, liabilities, awards, fines, costs or expenses had been suffered or incurred by us. Any claim we make on behalf of the Festival Organiser under this Clause shall amount to full entitlement to any claim made for such actions, proceedings, damages, claims, losses, liabilities, awards, fines, costs or expenses and we shall not be entitled to make the same claim under the indemnity for ourselves, or to seek or obtain “double recovery.
25.4. We hereby indemnify you, your directors, executive members, officers, employees and agents against all Expenses arising by reason of any breach by us of the Warranties set out in Clause 23 except where such claims, actions, losses, damages, liabilities and expenses arise directly as a result of your acts or omissions (including instructions provided by you); your wilful default; or your negligence or the negligence of your authorised representatives.
25.5. Subject to Clause 25.6 and provided that nothing in this Clause 25.3 shall relieve you from paying the Fee or providing any VIK or MIK or Products, neither party shall have any liability whatsoever in: contract; tort (including negligence); breach of statutory duty; or otherwise for any: indirect; economic; incidental; special; exemplary; or consequential loss or damage suffered by the other in relation to this Agreement even if that party has been advised of the possibility of such damages or losses arising. For these purposes consequential loss shall include without limitation all loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill.
25.6. Nothing in this Agreement excludes or limits either party’s liability:
(a). for death or personal injury to the extent that such death or personal injury arises as a result of the negligence, breach of statutory duty or any wilful act or omission of that party or its authorised representatives;
(b). for fraudulent misrepresentation; or
(c). a deliberate personal repudiatory breach of this Agreement by that party.
25.7. In the event of a breach by us of any of our obligations under this Agreement or under any law, your rights and remedies shall be limited to the right (if any) to recover damages in an action at law and in no event shall you be entitled to injunct, enjoin or restrain us, the Festival Organiser or the operation of the Festival in any way.
25.8. Subject to Clause 25.5, neither we nor the Festival Organiser shall in any event be liable to pay compensation or damages to you or any third party (for whatever reason such compensation or damages may be due) in relation to this Agreement or the rights granted under it greater than the amount of two times the Fees received by us at the date such action or claim arises.
25.9. Subject to Clause 25.6, and except in relation to any damage to property or any product liability issues (arising from the supply of any VIK or Products or otherwise) you shall not in any event be liable to pay compensation or damages to us or any third party (for whatever reason such compensation or damages may be due) in relation to this Agreement or the rights granted under it greater than two times the Fees received by us at the date such action or claim arises.
25.10. Neither we nor the Festival Organiser shall have any liability to you in relation to any alleged breach of this Agreement in relation to the delivery of the Rights at the Event unless you: (i) notify our contact person specified in the Deal Terms (or, in their absence, another member of our team) on site at the Event of the alleged breach; and (ii) send a notification by email to our contact person specified in the Deal Terms with further details within seven days of the Event.
26. Data
26.1. The parties shall each comply with the terms of Data Protection Legislation and each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of such data and against accidental loss or destruction of or damage to any such data.
26.1. The parties do not anticipate processing any personal data on behalf of each other in connection with this Agreement. If this changes the parties agree to enter into an appropriate data processing agreement.
27. Intellectual Property Rights
27.1. We hereby grant a non-exclusive licence to you to use: the Mark; Designation, Activation Concepts and any Media Content provided to you for those purposes and in the manner set out under this Agreement (and the logos and marks of Other Sponsors only where approved by us in writing and incidentally incorporated in the Media Content, and solely to enable you to exercise the rights under this Agreement during the Term).
27.2. You acknowledge that as between you and us, we are the owner of all rights, title and interest in and to the Festival IP. If registered, you shall not do or omit to do anything which might undermine the validity of the Mark as a registered trade mark.
27.3. Should any right, title or interest in or to the Festival IP or any goodwill arising out of the use of the Festival IP become vested in you (by the operation of law or otherwise), you shall hold the same in trust for and shall, at our request of immediately unconditionally assign (with full title guarantee) free of charge, any such right, title, interest or goodwill to us for the full duration of such rights and execute any documents and do all acts required by us for the purpose of confirming such assignment. If you fail to execute and deliver any such document or do any such act within 21 (twenty one) working days of any request in writing therefor from us, you irrevocably appoint and authorise us to execute the same on your behalf as your authorised agent.
27.4. If you become aware of any threatened or actual unauthorised use of Festival IP, you shall immediately notify the same to us in writing, setting out the facts in reasonable detail. You will at our request give all reasonable co-operation to us (including the provision of documentation and making relevant personnel available) in any action, claim or proceedings brought or threatened in respect of the Festival IP and we will be responsible for your reasonable costs in connection with this co-operation.
27.5. You shall have no right to take action against any third party in relation to the unauthorised use by that third party of the Festival IP. You shall have no right or entitlement to any damages or costs recovered by us from any action against any third party for infringement of any of the Festival IP.
27.6. You hereby grant a non-exclusive, sub-licensable, licence to us and the Festival Organiser to use Your Mark and the Materials for the purpose of delivering the Rights and as otherwise required or contemplated under this Agreement, and to use the same on or within any merchandise, licensed product, broadcast or transmission relating to us or the Festival and materials produced by any Other Sponsor or any Artist, (i) throughout the Term, (ii) in Europe (as defined herein) only; and (ii) in perpetuity (in a historical context for uses beyond the Term), such that we and the Festival Organiser have an unfettered right to exploit (and authorise others to exploit) all and any content (including photographs and film), in any media, captured at the Venue/Festival (and provided that in doing so neither we nor the Festival Organiser imply any ongoing sponsorship between them, you and us).
27.7. We acknowledge that all Intellectual Property Rights in Your Mark, together with any goodwill attaching to Your Mark, shall as between us and you remain your exclusive property. Should any right, title or interest in or to the Intellectual Property Rights in Your Mark or any goodwill arising out of the use of Your Mark become vested in us (by the operation of law or otherwise), we shall hold the same in trust for you and shall at your request immediately unconditionally assign (with full title guarantee) free of charge any such right, title, interest or goodwill to you for the full duration of such rights and execute any documents and do all acts required by you for the purpose of confirming such assignment. If we fail to execute and deliver any such document or do any such act within 10 (ten) working days of any request in writing therefor from you, we irrevocably appoint and authorise you to execute the same on our behalf as our authorised agent.
27.8. You acknowledge that we may allow other sponsors to use the Activation Concept at future editions of the Festival or at other events we organise. You agree that you will not replicate the Activation Concept at any other event without our prior written agreement (which may include the payment to us of a fee).
28. Termination
28.1. This Agreement may be terminated with immediate effect by either party by written notice to the other party given at any time if such other party shall have committed a material breach of any of the terms hereof and (where such breach is capable of being remedied) shall have failed to remedy the same within 30 (thirty) days of receiving a notice specifying the breach and requiring its remedy (or, if your breach is connected to, may impact, or occurs during, the Festival, such shorter period as the non-breaching party reasonably specifies).
28.2. This Agreement may be terminated with immediate effect by either party with written notice to the other if the other party is subject to an Insolvency Event.
28.3. This Agreement may be terminated with immediate effect by either party by written notice to the other if the other party engages in conduct which in the terminating party’s reasonable opinion reflects unfavourably on the good name, goodwill, reputation or image of the terminating party.
28.4. This Agreement may be terminated with immediate effect by us with written notice to you if:
(a). you make any statement or engage in conduct which in our reasonable opinion reflects unfavourably on the good name, goodwill, reputation or image of us, the Venue, the Festival or the Festival Organiser;
(b). you do any act or thing (or fail to do any act or thing) which means as a result you have not complied with the Supplier Code;
(c). if (as a result of your sponsorship of the Festival) there is any action planned which would or could disrupt or compromise the operation of the whole or any part of the Festival or present a risk of any kind to any attendee at the Festival or Venue and (having acted reasonably and in good faith in accordance with Clause 24.2) we have been unable to agree steps or measures which we reasonably believe would sufficiently reduce or mitigate such risks;
(d). you do not rectify any damage caused by you or any Guests or Personnel to the Venue (including any Activation Space);
(e). you or any Guests or Personnel are found to be selling or offering for sale or otherwise distributing tickets to the Festival;
(f). any sums due under this Agreement are not paid within 5 days of the date due for payment under this Agreement; and/or
(g). where you and we have entered into a VIK Agreement (or other supply agreement), that VIK Agreement (or other supply agreement) terminates or expires.
28.5. If we become aware of any prior behaviour of you or your employees, agents or representatives which: (i) has not notified to us prior to the execution of this Agreement; and (ii) in our reasonable opinion, such behaviour does (or will if this comes into the public domain) reflect unfavourably on or otherwise harm or bring into disrepute the good name or reputation of us, the Venue, the Festival or the Festival Organiser, we shall notify you in writing of the relevant issues (to the extent we are able, subject to any obligations of confidentiality). Within 7 days of such notice (or such shorter period as we reasonably request bearing in mind the nature of the issues), a senior representative of both us and you shall meet to discuss any issues arising and to agree, acting reasonably, action to be taken (if any) to rectify the issues raised. Where: (i) we reasonably believe that the issues cannot be addressed to our satisfaction by any action on your part; or (ii) we and you are unable to agree any action to be taken; or (iii) if any action is agreed to rectify any issues raised and such action is not implemented in full by you on the dates agreed for such action, we shall have the right to terminate this Agreement with immediate effect by notice in writing to you.
29. Consequences of Termination
29.1. Termination of this Agreement pursuant to Clause 28 will be without prejudice to any existing rights or claims that either party may have against the other and, except as specifically set out in this Agreement, will not relieve either party from fulfilling any obligations accrued prior to termination.
29.2. Upon termination or expiration of this Agreement:
(a). the Rights and opportunities granted under this Agreement to you will cease with immediate effect. In particular, you shall immediately cease using the Designation, the Mark, the Composite Mark and the Media Content and withdraw all Materials (in your possession custody or control). This will not apply to any on-pack offer products that you have created, printed or issued to your customers or which are in the public domain and we agree that we will supply to you any tickets purchased by you for fulfilment of the prize for the on-pack offer promotion;
(b). neither party shall be required to remove any content from any social media platforms which was posted during the Term in accordance with this Agreement, however you will not promote or repost any such content nor introduce any new links to such content;
(c). you must promptly pay to us all monies due and payable to us pursuant to this Agreement as at the date of termination or expiration (as the case may be) and you shall have no right to a refund of any payments made by you where we terminate for cause. Where we terminate this Agreement in accordance with Clause 28, you will promptly pay to us all monies which would otherwise be payable to us during the Term had the Agreement not been terminated early;
(d). we shall not be required to cover up Your Mark or withdraw or cause to be withdrawn any materials bearing Your Mark which were produced in accordance with this Agreement;
(e). where this Agreement is terminated by us under Clause 28, you shall be responsible for reasonable costs incurred by us in removing your branding from the Festival and Venue and any materials produced by us or on our behalf; and
(f). we may immediately grant to third parties the Rights granted to you under this Agreement in respect of the Brand Category; and
(g). where this Agreement is terminated by you under Clause 28, we shall promptly refund to you the Fee, less the proportionate value of the Rights made available to you under this Agreement in respect of the Brand Category.
29.3. The provisions of Clauses 6.10, 6.14, 10.1, 20.6, 22, 25, 27, 29, 30, 31, 32.1 and 35 shall survive the expiry or termination of this Agreement.
30. Force Majeure
30.1. A party prevented from complying with its obligations under this Agreement by a Force Majeure event outside its reasonable control shall as soon as reasonably practical give written notice to the other party of the Force Majeure event specifying the nature, cause and likely effect of the Force Majeure event.
30.2. The party affected by the Force Majeure event shall, at the request of the other, take all reasonable steps to shorten and avoid the consequences of the Force Majeure event and provide such reasonable assistance as the other party may request to remedy the consequences of the Force Majeure event.
30.3. Neither party will be deemed to be in breach of this Agreement as a result of any failure to perform its obligations as a result of a Force Majeure event. You shall not be entitled to any reduction in the Fees where such breach or failure to perform by us is as a result of a Force Majeure event. However, where the Festival is cancelled or postponed, Clause 21 will apply.
30.4. Nothing in this Clause 30 shall prevent or delay you from paying the Fees in accordance with this Agreement.
31. Notices
31.1. The parties agree that any notice or other communication under this Agreement shall be addressed to the contact person of the other party specified in the Deal Terms and given or delivered to the other party's address as set out in this Agreement (or such contact person and/or address as advised in writing from time to time). Such notice is treated as having been given and received:
(a). if delivered, on the day of delivery if a business day, otherwise on the next business day; or
(b). on the date of receipt if sent by registered airmail or equivalent;
(c). by email on the day of sending if sent before 5pm on a Business Day, and otherwise on the next Business Day (unless the sender receives an automated notification of non-delivery or rejection by the recipient’s e-mail server, in which case the notice shall be deemed not to have been given or received).
31.2. A notice may not be given by fax. A notice given in relation to any breach and/or any notice of termination or any notice given in legal, arbitration or other dispute resolution proceedings is not validly served if sent by email.
32. Insurance and Consents
32.1. You will (at your expense) enter into and thereafter maintain at all times prior to and for a period of 3 years following the expiry or early termination of the Term an insurance policy and/or policies with a reputable insurance company or companies to cover liability for any claim which may at any time be made in connection with: the use or occupation of any Activation Space; your activities at the Venue; exploitation by you of any Rights granted (including the distribution, use or supply of any VIK or products (by way of sampling or otherwise) or any other products with any packaging or point of sale bearing the Mark or Designation); which insurance shall cover all necessary risks including all usual employer’s liability, public liability and product liability with minimum cover per claim of not less than £10,000,000 (ten million pounds). You will provide evidence of such insurance policy to us promptly on request.
32.2. We shall procure that the Festival Organiser shall carry public liability insurance with minimum cover per claim of not less than for £10,000,000 (ten million pounds) and such other insurance as may be required to cover all usual risks in connection with our or the Festival Organiser’s obligations under this Agreement. Such insurance will be provided by a reputable insurance company or companies and shall be maintain at all times during the Term and for 3 years following expiry or termination of the Term.
32.3. Each party will be responsible for obtaining and maintaining in force all licences, consents and approvals as may be required in connection with its activities.
33. Bribery Act
33.1. Each party 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 (Anti-Bribery Provisions). In particular neither party shall:
(a). offer, give or agree to give to any employee, representative or third party (including any government officials, representatives of public authorities or their associates, families or close friends) any gift, benefit or other advantage (monetary or otherwise):
(i). to which the recipient is not legally entitled; and/or
(ii). which is intended to or would result in the improper performance by the recipient of his or her job or function. Improper performance will include inducing the recipient: not to take any course of action; or to not perform his or her role in good faith, with impartiality or in accordance with relevant expectations (with respect to the negotiation, conclusion or the performance of any agreement or otherwise));
(b). exercise the Rights (or any of them) in such a way as would lead to a breach, by you of clause 33.1(a); and
(c). have in place during the Term its own policies and procedures to ensure compliance with the Anti-Bribery Provisions (and enforce such policies and procedures where necessary).
33.2. Each party warrants to the other that:
(a). It has not committed an offence under the Modern Slavery Act 2015 (Modern Slavery Act);
(b). It has not been notified that it is subject to prosecution under or an investigation relating to an alleged offence under the Modern Slavery Act; or
(c). are not aware of any circumstances within any part of its business or supply chains which could give rise to prosecution under or an investigation relating to the alleged commission of an offence under the Modern Slavery Act; and
(d). have appropriate controls in place to ensure that no offences under the Modern Slavery Act (or equivalent behaviours) are taking place in any of its supply chains or in any part of its own business.
33.3. A party will promptly notify the other party if it becomes aware, or has reason to believe, that: it has breached your obligations under this Clause 33; and/or any person or party directly connected with that party has committed any offence under the Anti-Bribery Provisions or the Modern slavery Act.
33.4. Breach of this Clause 33 shall be deemed to be a material breach of this Agreement.
34. Assignment and Subcontracting
34.1. Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other such consent not to be unreasonably withheld, delayed or conditioned.
34.2. We shall be entitled to sub-contract our obligations under this Agreement without restriction. We will sub-contract elements of the services to the Festival Organiser. We shall remain liable for all acts or
34.3. omissions of our sub-contractors.
35. General
35.1. This Agreement and the Schedules and Annexes constitute the complete and entire understanding of us and you in relation to the subject matter of this Agreement and supersede all previous agreements, representations and arrangements between you and us (either oral or written) with regard to the subject matter of this Agreement. The parties confirm that they have not entered into this Agreement on the basis of any representations that are not expressly incorporated in this Agreement. Each party irrevocably and unconditionally waives any rights it may have to claim damages and/or to rescind this Agreement for any misrepresentation in relation to the subject matter of this Agreement whether or not contained in this Agreement or for breach of warranty not contained in this Agreement unless such misrepresentation or warranty was made fraudulently. This Agreement may only be amended or supplemented in writing and signed by an authorised representative of both you and us.
35.2. If any provision of this Agreement is invalid or unenforceable in any jurisdiction it will, if required, be deleted (for the purposes of that jurisdiction) provided that such deletion does not affect the remaining provisions of this Agreement or affect the validity or enforceability of that provision in any other jurisdiction.
35.3. Nothing in this Agreement is intended to nor shall it create any partnership, joint venture or relationship of employment between us and you.
35.4. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
35.5. No breach of any provision of this Agreement may be waived or discharged except with the express written consent of the party not in breach.
35.6. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
35.7. Except in relation to Festival Organiser, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. However neither we nor you require the consent of the Festival Organiser to vary, amend or terminate this Agreement.
35.8. This Agreement is governed by the law of England and Wales and if there is any dispute (including any non-contractual dispute relating to the Festival), it will be subject to the non-exclusive jurisdiction of the English Courts.
