Standard Terms & Conditions
National Family Week (www.nationalfamilyweek.co.uk) is a site operated by Henley Media Group Ltd (HMG). HMG is a limited company registered in England. Registered company number: 6617450. VAT Registration No. 938 4930 85. Registered Address: 2nd Floor, Trans-world House, 100 City Road, London EC1Y 2PB.
In this Agreement:
"ORGANISER" means Family Week Limited.
"CLIENT" means the party that signs this Agreement in respect of a sponsorship package, an advertisement or any other deliverable under this Agreement, and that is responsible for the payment of all Fees in connection with this Agreement.
"NFW" means the brands and all intellectual property in respect of National Family Week 2011, which is a wide range of media and public participation activities organised to celebrate and promote the virtues of family life in general.
"NFW ACTIVITY" means any deliverable or activity produced or developed by the Organiser, or a third party contracted by the Organiser, including but not limited to advertisements, voucher books, printed material, media supplements or inserts, online content or email activity, ambient and audio-visual content, experiential activities, promotions, competitions or any other use of NFW branding in connection with this Agreement.
"ORGANISER MARKS" has the meaning given to it in clause 2.1.
"FEES" means any amount payable by the Client to the Organiser as set out in the Agreement.
"FORCE MAJEURE EVENT" means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes, strike of employees, lock out, trade dispute, enemy action, rioting, civil commotion affecting any third party, changes to the law, the general election, disasters, explosions, fires, floods, riots, terrorist attacks, wars, and the death of The Queen).
"INTELLECTUAL PROPERTY RIGHTS" means all intellectual property rights (including copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs) wherever in the world, whether registered or unregistered, including any application or right of application for such rights;
In this Agreement unless otherwise specified the words ‘including' and ‘include' are to be construed without limitation and references to writing or written include email.
Trade Mark licence
- The Organiser has registered trade marks and logos in connection with NFW, including the name "National Family Week", and hereby asserts its ownership and entitlement to these trade marks (whether registered or unregistered) and any other similar references or interpretations of the NFW name and logo, and associated styles and logos (collectively the "Organiser Marks"). In relation to any NFW Activity, whether in connection with this Agreement or otherwise, any Intellectual Property Rights belonging to a party prior to the date of the Agreement will remain vested in that party.
- Where either party considers that a use of its trade marks to be in breach of the provisions of this Agreement or is otherwise undesirable, the Client may issue a notice to the Organiser, and vice versa, requesting that such usage cease, and the other must ensure that such usage will cease within five (5) business days following receipt of such notice.
Supply of Materials
- The Client shall be responsible for the supply of all advertisements or relevant materials and resources required to enable their NFW Activity to be delivered under the Agreement. In the event the Organiser incurs reasonable costs as a result of any missed deadline for the supply of materials or resources, the Client shall reimburse the same to the Organiser.
- Any advertisement or materials provided by the Client as part of an NFW Activity must be legal, decent, honest and truthful to comply with the British Advertising Code of Practice or any similar rules or codes.
- An advertisement or materials provided by the Client are accepted subject to the Organiser's approval of copy and subject to the space being available. All inserts are accepted subject to the Organiser's approval with regard to copy, size, volume and weight.
- The Organiser reserves the right to refuse, amend, withdraw or otherwise deal with any advertisement or materials provided for good reason.
Limitation of Liability and Indemnity
- The Organiser excludes all liability whether arising in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise, for any loss or damage caused by any delay or deferral of the NFW in whole or in part (including delay or deferral of any NFW Activity). Complaints regarding the reproduction or delivery of any NFW Activity must be in writing and must be received by the Organiser within 14 days of the commencement of the NFW Activity.
- Whilst every care is taken to avoid error in relation to an NFW Activity, the Organiser shall not be liable for any error due to acts of third parties, sub-contractors, or due to inaccurate or unclear instructions from the Client.
The Client shall indemnify the Organiser against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with any claim made against the Organiser by a third party:
- in any way connected with the Client's use or sale of goods or services which are defective and/or which incorporate or use the Organiser's Marks; and
- for death, personal injury, damage to property, or other loss arising out of or in connection with any Client activity.
- Notwithstanding anything in this Agreement providing to the contrary, the Organiser shall not be liable to the Client for any loss or damage of any kind caused by or arising by reason of a Force Majeure Event.
Nothing in this Agreement excludes or limits either party's liability:
- for death or personal injury resulting from the negligence of that Party or its directors, officers, employees, contractors or agents; or
- in respect of fraud or of any statements made fraudulently by that Party or its directors, officers, employees, contractors or agents; or
- for any breach of any term as to title, quiet possession or freedom from encumbrance implied by s12 of the Sale of Goods Act 1979 or s2 of the Supply of Goods and Services Act 1982.
Subject to clauses 4.5 above and excluding the indemnities provided in any order form and clause 4.3 of these terms, neither party shall be liable to the other (or any person claiming under or through the other party) whether in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise for any:
- loss of profit; or
- loss of revenue; or
- loss of anticipated savings; or
- loss or corruption of data; or
- loss of contract or opportunity; or
- loss of goodwill; or
- indirect or consequential loss of whatever nature, including any loss of a type described in clauses 4.6.1 to 4.6.6 above which could be regarded as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, actually foreseen or actually contemplated by the parties at the time of execution of this Agreement.
- The Organiser has engaged third parties, including media partners, to develop and promote NFW and facilitate the delivery of NFW Activities. The Organiser shall not be held liable by the Client for the actions of any third party, or if the Organiser's agreements with a third party change. In the event the Organiser cannot deliver a contracted NFW Activity, the Organiser shall use all reasonable endeavours to ensure that the Client receives a comparable benefit and/or equal exposure from an alternative source. For example, the Organiser may feature the Family Value vouchers within the Daily Mail rather than the Daily Mail's Weekend magazine.
In the event that the Organiser is unable to provide to the Client a comparable benefit or broadly similar exposure from an alternative source in respect of its obligations under clause 4.7, then the liability of the Organiser to compensate the Client shall be limited to the lesser of:
- 20% of the value of the Fees; or
- the cost of the activity not delivered.
- In the event that the Organiser shall be liable to the Client in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise, the Organiser's total liability to the Client in respect of all claims under or pursuant to this Agreement shall be limited to the Fees paid or payable by the Client.
- Each party will indemnify and keep indemnified the other against all claims, proceedings, liabilities, damages, costs, expenses (including legal expenses), compensation, Court or Tribunal awards suffered or incurred by the other or its sub-contractor, including sums paid in settlement of any such claims, due to the breach by either party of a statutory duty.
- The Organiser confirms that it has sufficient insurance to cover its obligations under this Agreement. The Organiser shall, if requested, provide the Client with documentary evidence of the existence of its insurance policies.
Intellectual Property and Confidentiality
- The Organiser asserts its ownership and rights to all Intellectual Property rights connected to National Family Week 2011 and any NFW Activity associated with it.
- The parties agree to keep confidential all information which is of a sensitive nature including forecasts, prices, discounts, sales statistics, markets, inventory information, customers, personnel and technical, operational and administrative systems (together the "Confidential Information") of the other which they may learn in connection with the performance of this Agreement in strict confidence and not to use or disclose the Confidential Information of the other to any other person firm or company outside the Client's or the Organiser's group of companies and their respective professional advisers, except only as may be necessary and bona fide in connection with its obligations under this Agreement provided that where any part of the Confidential Information is already known, or becomes commonly known in the trade, except by a breach of this Agreement, or is required to be disclosed by any law or court order then the foregoing obligations of confidentiality in respect of such part of the Confidential Information shall cease to apply.
Neither party shall sub-contract or assign the whole or any part of the Agreement without the prior written consent of the other. Provided always that such consent is given, neither the Client nor the Organiser is relieved of any of its obligations under the Agreement.
Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
- commits any material breach of any term of this Agreement (excluding the Client's failure to pay Fees) and the breach is not remediable; or the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so;
- shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or
- a Force Majeure Event persists for more than fourteen (14) days in respect of the Organiser's performance of this Agreement.
- The Organiser may terminate this Agreement immediately at any time by giving written notice to the Client if the Client fails to pay in full and on time any Fee due to the Organiser under this Agreement.
- Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
Effects of termination
- Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): 1, 4, 5, 8 and 9 to 18, and any other clauses and provisions of this Agreement which are expressly or by implication intended to come into force or continue in force on or after termination.
- Termination of this Agreement will not affect either party's accrued rights (including accrued rights to be paid) as at the date of termination.
Competitions associated with a NFW Activity
In the case where a Client operates a competition without the active participation of the Organiser, or a third party in conjunction with the Organiser, save for the use of the NFW name, logo or brand, and subject to having obtained the required approval of the Organiser, the Client shall be solely responsible all aspects of the competition, and the Organiser shall not be liable in any respect for the conduct of the competition.
Data collection and protection
- The Client warrants that it has complied with all requirements of the Data Protection Act 1998 in so far as are required by this Agreement, and in connection with any NFW Activities that the Client has contracted to deliver.
- Unless specifically agreed in writing, the Organiser or Client shall be under no obligation to pass the details of any participants in any competition or other NFW Activity to the other.
- Any notice to be given under this Agreement shall be in writing and shall be delivered or sent by pre-paid first class recorded delivery post to the party to be served at that party's registered office from time to time marked for the attention of the Company Secretary of that party.
- Any such notice shall be deemed to have been served if delivered, at the time of delivery; or if posted at the expiration of 48 hours after the envelope containing the same shall have been put in the post.
- The failure or delay by either party in exercising any right, power or remedy of that party under this Agreement shall not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under this Agreement shall not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.
- Any waiver of a breach of, or default under, any of the terms of this Agreement shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
Determination of Disputes
- Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force.
- The number of arbitrators shall be one.
- The Appointing Authority shall be the LCIA.
- The seat, or legal place, of arbitration shall be London, England.
- The language to be used in the arbitral proceedings shall be English.
- The parties undertake to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.
- By agreeing to arbitration in accordance with this clause, the parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings or the enforcement of any award. Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal on the application of either party.
- By agreeing to arbitration pursuant to this clause, the parties waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, insofar as such waiver may be validly made.
Representations and Entire Agreement
This Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes all previous conditions understandings commitments, agreements or representations whatsoever whether oral or written ("Pre-Contractual Statement"). The Client acknowledges that it has not agreed to these terms and conditions in reliance on any Pre-Contractual Statement made by Organiser not expressly set out in the Agreement. The Client also agrees that the only remedy available to it for breach of the Agreement shall be for breach of contract and it shall have no right of action against the Organiser in respect of any Pre-Contractual Statement (other than for fraudulent misrepresentation).
Nothing in this Agreement shall be construed as creating any form of agency agreement or relationship between the Organiser and the Client. The sole extent of the relationship between the Client and the Organiser is as defined in this Agreement.
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of this Agreement.
No variation to this Agreement shall be valid unless it is in writing and signed for and on behalf of each of the parties.
This Agreement shall be governed and construed in accordance with the laws of England.