Event sponsorship terms | Insurance Insider

Definitions
1. In this Agreement, the following capitalised words and expressions have the meanings set out against them below. Other capitalised words used in this Agreement have the meanings given to them in the Contract Details.
Agreement
1. These General Terms and Conditions apply to your attendance at, participation in and/or sponsorship of any Event. Additional Terms may also apply depending on the services being purchased by you and/or your involvement with an Event.
2. These General Terms and Conditions and the Contract Details, together with any applicable Additional Terms, (together, the “Agreement”), constitute the agreement between us and you in relation to the Event and (where applicable) the Sponsorship Benefits. In the event of any conflict or inconsistency between the documents which form the Agreement, the following order of precedence applies: the Contract Details, the Additional Terms (in relation to that Event only) and then these General Terms and Conditions.
3. If any of the services being provided to you include advertising (whether print or digital), the Advertising Terms and Conditions shall also apply to this Agreement, but only in relation to the placing of such advertisements.
4. This Agreement applies to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any other terms and conditions issued by you, whether on a purchase order or other documentation issued by you, or issued by or in the course of us using any invoicing or billing systems or software made available by you, are expressly excluded. You and we acknowledge that any terms and conditions that we are required to accept in order to access or make use of any of your systems and software are null and void.
Invoicing and Payments
1. We shall invoice you for the Fees as specified in the Contract Details. Invoices will be issued on execution of the Agreement unless the Contract Details specifies otherwise.
2. Unless otherwise stated in the Contract Details, you shall pay each invoice submitted by us:
  1. within 30 days of the date of the invoice if the Event Date is more than 30 days from the date of signature of the Agreement; and
  2. immediately on receipt of invoice if the Event Date is less than 30 days from the date of signature of the Agreement.
3. Unless otherwise stated in the Contract Details, the Fees are exclusive of Tax. If Tax is chargeable, you shall, on receipt of a valid Tax invoice, pay to us such additional amounts in respect of Tax as are chargeable at the same time as payment is due for the Fees.
4. Except in relation to clauses 8, 9 and 10 of these General Terms and Conditions, where refunds are expressly stated as being payable in certain circumstances, no refunds of Fees are payable by us. In particular, if this Agreement is terminated by us for cause, or if any Participant of yours is not permitted entry to, or is asked to leave, an Event, you shall not be entitled to any reduction or refund of Fees.
5. If you fail to make a payment due to us under this Agreement by the due date, then, without limiting our other legal remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum at the rate of 4% per year above the Bank of England's base rate from time to time.
6. Where you are sponsoring an Event, we are entitled to suspend the Sponsorship Benefits or terminate the Agreement in the event of late payment, in accordance with clause 7.2 of the Additional Terms – Sponsorship.
7. All amounts payable by you shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
Our Rights and Obligations
1. We shall organise or facilitate (as applicable) the Event using reasonable skill and care.
2. We may, in our sole discretion:
  1. make amendments or changes to the Event Date;
  2. make amendments to the programme of the Event, including, without limitation: (i) switching elements of the Event from a physical to an online format and vice versa; (ii) changes to content, agenda, running order and to the scheduling of speaking slots; and
  3. adopt any additional rule or regulation, or make other changes or modifications to the Event, which, in our reasonable opinion, are necessary or will benefit the Event.
Your Rights and Obligations
1. You are responsible for ensuring that any Participants comply with the terms and conditions set out in this Agreement and the Participant Terms and Conditions, and you are responsible and liable for any failure by any Participant(s) to comply with this Agreement and/or the Participant Terms and Conditions.
2. You shall not do, or omit to do, (and shall procure that none of your Participants, employees, agents or contractors shall do, or omit to do) anything which may damage or be otherwise prejudicial to the image and/or reputation of the Event or Insider.
3. You shall not do, or omit to do, (and shall procure that none of your Participants, employees, agents or contractors shall do, or omit to do) anything which may:
  1. bring the Event into disrepute;
  2. disparage the Event or us;
  3. damage our goodwill associated with the Event; or
  4. be otherwise prejudicial to our or the Event’s image and/or reputation.
4. You shall not use the Event in a way that, in our reasonable opinion, suggests that we are forming a partnership or any trading arrangement with you, or that that we endorse any part of your business, trading name or style.
Event Attendance
1. Neither you nor your Participants may sell, transfer, or share an Event invitation without our prior consent (such consent not to be unreasonably withheld). All Participants must be over the age of 18.
2. You are responsible for ensuring that your Participants comply with any rules, policies or procedures of the Event Venue including the health and safety rules and any reasonable instructions issued by us and/or Event Venue owner or manager.
3. Where the Event is an awards ceremony, you acknowledge that attending an Event, whether as a sponsor, Participant or otherwise, is not a guarantee that you or any employee of yours will be shortlisted for or win any award. All awards are determined on editorial and not commercial grounds.
4. From time to time photographs, motion pictures, sound and/or video recordings may be made during any Event, of which recordings may include or feature the Participants. By attending the Event, you and your Participants acknowledge that we reserve the right to use images and videos recorded at the Event with your or your Participants’ photograph and/or likeness in future marketing materials, and on/in our social media channels, websites, and print material, without obtaining any further approval from you or those Participants, and without making any payment to you. You shall not obstruct or interfere in any way with such photography or recordings whether by us or on our behalf.
5. You are responsible for ensuring that:
  1. you hold adequate insurance in relation to any risks under or in relation to the Event, including personal accident and travel insurance where applicable, prior to attending any Event;
  2. you and your Participants have all necessary travel documentation, including but not limited to visas and other entry permits into the jurisdiction where the Event is held. We are unable to provide any advice or assistance relating to the obtaining of visas;
  3. you and your Participants observe the rules, policies and procedures of the Event Venue, including those relating to health and safety, and any reasonable instructions issued by us and/or the management of the Event Venue and/or the Event Hosting Platform; and
  4. behave in a respectful, professional and appropriate way that does not breach the laws or regulations of their home country or of the host country; and
  5. your Participants are legally entitled to attend the Event and that they are not the subject of any sanctions or other restrictions that mean they should not attend.
6. You understand and acknowledge that:
  1. we may be required to conduct pre-registration checks on Participants which might include (without limitation) trade sanctions screenings and identity checks;
  2. at least five Business Days before the Event Date, or such other deadline as notified by us to you from time to time, you must provide to us the Registration Details of all Participants for whom you require passes and/or access or login details to be issued for an Event, and you acknowledge that no Participants shall be admitted to an Event unless issued with a pass and/or access or login details by us in his/her own name; and
  3. in the event Participant details are not submitted accurately or sufficiently in advance of the Event Date, those Participants will be required to undergo full registration and checks on arrival at the Event and may be refused entry at our discretion, including if such checks are not possible at such short notice or due to the outcome of the checks undertaken.
7. You must inform us, at the time of submitting the Registration Details, of any special access or dietary requirements. All dietary requirements must be provided at least five Business Days before the Event Date.
8. We reserve the right to refuse entry or attendance to an Event, to cancel the Event and/or terminate this Agreement with immediate effect without any liability by giving written notice to you if, in our sole discretion, we determine that your or your Participants’ attendance at the Event causes or will cause:
  1. us, our affiliates, you or the Event Venue owner or the Event Hosting Platform to fail to comply with any applicable law; or
  2. us to breach any term, warranty, condition or other provision of any contract or undertaking to which we or any of our affiliates is or becomes a party; or
  3. any act or omission which threatens the safety of other attendees.
9. We reserve the right to exclude or remove from any Event any person whose presence or behaviour (including any online presence or behaviour) we reasonably consider to be undesirable and/or potentially unlawful, harmful, disrespectful and/or disruptive, or any behaviour which may hinder the enjoyment of the Event by other attendees whether or not such person is a Participant or other employee, representative or contractor of yours.
10. Without prejudice to any other rights or remedies available to us, you shall indemnify us from and against any property damage or other Losses incurred or suffered by us or any Event sponsors, Event attendees, the Event Venue or the Event Hosting Platform, as a result of your or any Participant’s acts or omissions, including any inappropriate conduct at or during the Event, or failure to comply with the provisions of this Agreement (including the Participant Terms and Conditions).
Technical Support
1. You are responsible for procuring the necessary equipment and the payment of any charges necessary to access the Event or Event Materials. We are not responsible for the reliability or continued availability of the telephone or internet lines and/or equipment that you use to access and/or use the Event or Event Materials.
2. The Event, or elements thereof, may require online internet access. It is your responsibility to ensure that our technology and our Event Hosting Platform’s technology is compatible with your systems prior to the Event Date. We are not responsible or liable for any technical issues which may arise as a result of your failure to ensure the compatibility of our technology or our Event Hosting Platform’s technology with your systems. Similarly, we are not responsible or liable for any delay, disruption or disturbance in the operation of the internet or problems caused by your or any Participants’ internet service provider(s) or for any telecommunications failures which are beyond our control.
3. Access to online Event Materials may be unavailable as a result of downtime for repairs, maintenance and/or repairs to our websites and systems, or our Event Hosting Platform’s websites and systems.
4. We are not liable for any Losses caused to you or any Participants arising from any viruses, worms, “Trojan horses” or other similar programs, malicious software or malware transmitted by the hosting of the Event.
5. In order to access any online elements of an Event, you and your Participants may be given user names and passwords, as appropriate for the relevant Event. Except to the extent that a user name and password is expressly intended for more than one person as confirmed by us in writing, neither you nor your Participants are permitted to: (a) share user name and password details with any other person(s) (including for the avoidance of doubt, any other colleague, employee, partner, director, agent or representative of your company); or (b) to make their user names and passwords available to multiple users on a network.
6. You are responsible for all physical and online access to any Event by you, your Participants or anyone else using their user names and passwords, and for preventing unauthorised use of any such user names and passwords. If you or your Participants believe there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name, password or any payment information), you must notify us immediately by emailing the contact stated in the Contract Details.
Cancellation, Postponement or Change by us
1. If it becomes necessary for us to cancel, change the date of or relocate any Event, we may do so on the terms set out in this clause 8, provided that we notify you in writing as soon as reasonably practicable. This clause 8 is expressly subject and subordinate to clause 10 of these General Terms and Conditions.
2. The following clauses 8.3 to 8.8 do not apply in respect of any change from a physical Event to an online Event (or where an element of the Event is held online rather in a physical format).
3. For the purposes of this clause 8, and any applicable Additional Terms, the following terms shall have the meanings set out against them below:
  1. Accept: accept the changes notified, in which case this Agreement shall remain in force in respect of the revised arrangements for the Event;
  2. Terminate: terminate this Agreement with respect to the Event and: (i) in relation to sponsorship, to the extent that any Sponsorship Benefits have not been received (or only part of the Sponsorship Benefits has been received) at the Termination Date, obtain a refund of such proportion of the Fees as we may reasonably calculate; and (ii) in relation to Event attendance only, you may be entitled to obtain a refund of such proportion of the Fees as we may reasonably calculate; and
  3. Select an Alternative Event: elect to apply the Fees (whether or not already paid to us) in respect of any affected Event to another Event arranged by us, provided that the date of such alternative Event is:
    1. in relation to sponsorship, less than 12 months from the date of such cancellation and that we confirm that there are appropriate sponsorship opportunities available; or
    2. in relation to Event attendance or exhibitors only, less than 3 months from the date of such cancellation and that we confirm that there are sufficient available spaces for attendance;
4. Upon receipt of notice of cancellation of any Event, you shall be entitled to: (a) Terminate; or (b) Select an Alternative Event.
5. We may at any time give you notice of our intention to postpone an Event. In such circumstances, the options available to you depend on whether you are attending or exhibiting at an Event or sponsoring (all or part of) an Event, and the length of notice we give to you.
6. Where you are attending an Event and we give you notice of postponement:
  1. 28 days or less before the Event Date, you may: Accept, Terminate or Select an Alternative Event.
  2. more than 28 days before the Event Date, you shall be deemed to Accept if the new Event Date is within 2 months from the original Event Date; or if the new Event Date is more than 2 months following the original Event Date, you may Terminate or Select an Alternative Event.
7. Where you are sponsoring (all or part of) an Event and we give you notice of postponement:
  1. 14 days or less before the Event Date, you may: Accept, Terminate or Select an Alternative Event.
  2. more than 14 days before the Event Date, you shall be deemed to Accept if the new Event Date is within 6 months from the original Event Date; or if the new Event Date is more than 6 months following the original Event Date, you may Accept, Terminate or Select an Alternative Event.
8. We may, at any time before the Event Date, relocate any physical elements from the Event Venue to a different venue. If such relocation is to an alternative venue in a different city, you may Accept, Terminate or Select an Alternative Event.
9. You shall obtain, at your own expense, appropriate insurance against any risk of loss associated with the Event being cancelled, postponed, rescheduled or relocated.
Cancellation by you
1. You may not cancel your sponsorship of, attendance at, or participation in, any Event except where expressly provided for in this clause, 9, or in clauses 8 or 17 of these General Terms and Conditions, or any applicable Additional Terms.
2. If you wish to cancel your participation in an Event, you must let us know in writing as soon as possible. Any refund of Fees paid by you will depend on when we receive your notice of cancellation:
  1. where cancellation occurs more than 90 days before the Event Date: 100% refund;
  2. where cancellation occurs 90 days or less, but more than 60 days before, the Event Date: 90% refund;
  3. where cancellation occurs 60 days or less, but more than 30 days before, the Event Date: 50% refund;
  4. where cancellation occurs 30 days or less, but more than 14 days before, the Event Date: 10% refund; and
  5. where cancellation occurs 14 days or less before the Event Date: no refund is payable.
3. You agree to reimburse us on demand for any Losses we incur in revising, reprinting and/or republishing any Event Materials or other Event-related content as a result of any cancellation by you.
Force Majeure
1. In this clause 10 and any applicable Additional Terms, “Force Majeure” means circumstances which are beyond the reasonable control of a Party and which are reasonably likely to affect the successful delivery of any Event, or would make it inadvisable, impracticable, illegal, or impossible for a Party to perform its obligations as originally contracted under this Agreement, including circumstances which directly affect any Event attendees in their home countries resulting in a material percentage of the attendees being reasonably likely to be prevented from attending/accessing the relevant Event.
2. This clause 10 takes precedence over the provisions of clause 8 of these General Terms and Conditions.
3. If, as a result of Force Majeure, we cancel any Event, we shall use our reasonable endeavours to reschedule the Event:
  1. if you are attending or exhibiting at the Event, to take place within 2 months of the original Event Date; or
  2. if you are sponsoring (all or part of) the Event, to take place within 12 months of the original Event Date.
4. If we are unable to reschedule any such affected Event in accordance with clause 10.3, we shall refund any part of the Fees paid by you as soon as reasonably practicable.
5. Without prejudice to our obligation to refund any Fees to you, we accept no responsibility and will not be liable for any compensation where the performance of our obligations under this Agreement is made inadvisable, impracticable, illegal or impossible by or as a result of Force Majeure.
Indemnities
1. Upon receipt by a Party entitled to indemnification under clauses 6.10 or 15.5 of these General Terms and Conditions, or any indemnities set out in any Additional Terms (an “Indemnified Party”) of notice of a claim, action or proceeding in respect of which indemnify may be sought hereunder, the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) in writing. The Indemnifying Party shall at its own expense assume control and defence of any litigation or proceedings in respect of which indemnity is sought and the Indemnified Party shall not settle any claim, action or proceeding in respect of which indemnity is sought without the Indemnifying Party’s written consent, which shall not be unreasonably withheld, and the Indemnified Party shall provide the Indemnifying Party with such assistance (at the Indemnifying Party’s cost) as is reasonably required by the Indemnifying Party.
Limitation of liability
1. Nothing in this Agreement shall limit or exclude either Party's liability for:
  1. death or personal injury;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be limited or excluded by applicable law.
2. Subject to clause 12.1, neither Party shall be liable, whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to this Agreement, for any indirect or consequential losses.
3. Subject to clause 12.1, we shall have no liability in relation to any personal injury at or during an Event, or loss of, damage to, or destruction of, equipment and property of any kind which is brought to an Event or provided by you in relation to an Event.
4. Subject to clauses 12.1 and 12.5, the total aggregate liability of either Party to the other, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to this Agreement shall not exceed the total amount of the Fees paid or payable under this Agreement.
5. The limitations and exclusions of liability set out in this clause 12 shall not apply in respect of:
  1. any liability of either Party arising under any indemnity in this Agreement; or
  2. your obligation to pay undisputed invoiced Fees which have already become due and payable; or
  3. personal injury, or loss of, damage to, or destruction of, equipment and property caused by you or your Participants.
6. Each Party shall comply with its common law duty to mitigate loss.
7. Except as expressly stated in this Agreement, we make no express or implied warranty or representation in connection with the Event or (where applicable) the Sponsorship Benefits.
Intellectual Property Rights
1. We own all Intellectual Property Rights in and to the Event and Event Marks.
2. Neither Party shall use the other Party’s Intellectual Property Rights for any purposes not specified in this Agreement without the prior written consent of the owning Party.
3. You may not use the Event Marks for any reason or purpose except to the extent that any Additional Terms provide express rights to do so.
Confidentiality
1. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, each Party (the “Receiving Party”) shall:
  1. treat Confidential Information disclosed by the other Party (the “Disclosing Party”) as confidential; and
  2. not disclose the Disclosing Party’s Confidential Information to any other person without the Disclosing Party’s prior written consent.
2. Clause 14.1 shall not apply to the extent that:
  1. such information was in the possession of the Receiving Party without obligation of confidentiality, prior to its disclosure; or
  2. such information was obtained from a third party without obligation of confidentiality; or
  3. such information was already in the public domain at the time of disclosure otherwise than through a breach of this Agreement; or
  4. such information was independently developed without access to the Disclosing Party’s Confidential Information.
3. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees and agents who have a need to know, and the Receiving Party shall ensure that such employees and agents are aware of, and comply with, the confidentiality obligations set out in this clause.
Data Processing
1. For the purposes of this Agreement, the terms “controller”, “data subject”, “personal data”, “processing” and “supervisory authority” all have the meanings given to those terms in Data Protection Laws (and related terms such as “process” and “processed” shall have corresponding meanings).
2. Each Party, in relation to their processing of personal data in connection with this Agreement, shall:
  1. act as an independent controller;
  2. individually and separately comply with all applicable requirements of the Data Protection Laws;
  3. process any personal data which it obtains or holds under or in relation to this Agreement for the purposes of carrying out its obligations or obtaining the services under this Agreement, in accordance with its privacy notice or as otherwise permitted by Data Protection Laws;
  4. ensure that it has obtained all necessary rights, permissions and/or consents required by, or that it otherwise has an appropriate legal basis under, Data Protection Laws for the disclosure of personal data to the other party;
  5. provide notice to data subjects about its collection and use of their personal data, including through its privacy notice as required by Data Protection Laws;
  6. provide means by which individuals may request to review, correct, update, suppress, restrict or delete or port their personal data, as required by Data Protection Laws;
  7. ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful access, acquisition, use or alteration of personal data and against accidental loss or destruction of, or damage to, personal data; and
  8. unless prohibited by applicable law, notify the other party without undue delay upon becoming aware of any cybersecurity incident relating to the personal data provided by the other party to the extent that such incident is required to be notified under Data Protection Laws to a supervisory authority.
3. We shall process personal data for the purpose of: (i) in relation to sponsorship, provision of the Sponsorship Benefits; and (ii) in relation to Event attendance, providing our services in relation to Events, each including, but not limited to: communications, administration (including before, during and after the provision of the Event, invoicing and payment, post-provision of the Event feedback, quality checks, research and polling. We may also share relevant personal data with relevant third parties involved in the Event including without limitation finance partners, service providers and external delivery partners.
4. You shall provide your employees, representatives and Participants with a copy of the Insider Privacy Policy for further information on how their personal data is processed by us.
5. You and we shall indemnify the other (for ourselves and on behalf of your or our affiliates, directors, employees, and representatives) from and against all Losses arising out of or in connection with a third party claim arising as a result of any breach by you or us of the obligations in this clause 15.
Compliance with laws
1. Each Party undertakes that, in connection with this Agreement, it has not violated nor is in violation of, and shall at all times comply with any applicable laws and regulations to which it is ordinarily subject, including those relating to anti-corruption, anti-bribery, sanctions and modern slavery. Furthermore, each Party shall comply with the requirements of the US Foreign Corrupt Practices Act 1977 and UK Bribery Act 2010.
2. Without prejudice to any other rights or remedies available to us, we reserve the right to recover from you any Losses incurred or suffered by us or any other sponsors, attendees, or the Event Venue or the Event Hosting Platform, as a result of your or any Participant’s acts or omissions, including any inappropriate conduct at or during the Event, or failure to comply with these Terms.
3. Each Party shall have the right to terminate this Agreement with immediate effect should it have reason to believe that the other Party is in breach of its obligations under clause 16.1.
Termination
1. You may terminate this Agreement, where such remedy is available, when you or we cancel an Event in accordance with the provisions of clauses 8 or 9 of these General Terms and Conditions.
2. Without affecting any other right or remedy available to us, we may terminate this Agreement:
  1. in accordance with any provisions in these General Terms and Conditions or any Additional Terms which expressly provides a right of termination; or
  2. with immediate effect by giving written notice to you if you breach the terms of clause 5.3.
3. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
  1. the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 15 days of that Party being notified in writing to do so;
  2. the other Party breaches clauses 14, 15 or 16;
  3. the other Party takes any step or action in relation to its entering administration or being wound up (whether voluntarily or by order of the court), or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  4. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
4. The expiry or earlier termination of this Agreement shall not affect any obligations which expressly or by implication are intended to come into or continue in force on or after such expiry or earlier termination.
Consequences of termination
1. This Agreement may be terminated in whole or in part, in accordance with its terms. If this Agreement is in respect of multiple Events, the parties acknowledge that in accordance with its terms, termination may take place in respect of one or more single Event, but that otherwise, unless terminated as a whole, this Agreement shall continue in full force and effect, except in relation to any such terminated Event(s).
2. On termination of this Agreement for any reason, you shall immediately pay any outstanding unpaid Fees.
3. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
General
1. Assignment. We may at any time assign, subcontract, delegate, or deal in any other manner with any or all of our rights and obligations under this Agreement. You may not assign, subcontract, delegate or deal in any other manner with any of your rights and obligations under this Agreement without our prior written consent, unless it is to: (a) an entity that acquires all or substantially all of your assets; or (b) an affiliate of yours, and in each case you must provide notice to us of such assignment.
2. Amendment. This Agreement may not be amended without the written agreement of both parties.
3. Entire Agreement. This Agreement states the entire agreement and understanding of the parties on the subject matter hereof, and supersedes all previous agreements, arrangements, communications, and understandings whether written or oral relating to that subject matter.
Governing Law and Jurisdiction
1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with:
  1. the laws of New York where the Partner is based in the USA; and
  2. England and Wales where the Partner is based anywhere other than the USA,
  3. the courts of New York where the Partner is based in the USA; and
  4. the English courts where the Partner is based anywhere other than the USA,
Interpretation
1. In these Additional Terms, the following capitalised words and expressions have the meanings set out against them below. Other capitalised words used in this these Additional Terms have the meanings given to them in the General Terms and Conditions or the Contract Details.
Additional Terms
1. In relation to any physical elements of any Event(s), although measurements shown on floor plans are believed to be accurate, we make no representations or warranties as to their accuracy. We reserve the right to make such modifications as may be reasonably necessary to meet the needs of other exhibitors and sponsors.
2. You shall:
  1. be responsible for all costs that you incur relating to the set-up of any Designated Space, and for the removal of all items once the Event ends;
  2. be solely responsible for all costs that you incur relating to your and your Participants’ attendance at the Event, including travel and accommodation, costs of any additional food and beverages beyond what is included in the Participants’ attendance package (if applicable), costs of any temporary staff hired for an Event and all costs incurred by you (other than the Fees) in attending the Event;
  3. where the Contract Details entitle you to exhibit your promotional materials at the Event, exhibit such materials only at and within the Designated Space and you may not without our prior written permission distribute materials elsewhere in the relevant Event Venue; and
  4. not paint or apply any other permanent covering to any of the walls, floors, ceilings or other areas of the relevant Event Venue and shall not affix any materials to the columns, walls, floors or other parts of such Event Venue without our prior written permission.
3. All merchandise, trade fixtures, equipment and property of any kind which may be brought to the relevant Event Venue by you shall be at your sole risk and you shall bear all responsibility for insuring any such property and any damage that such property may cause. Neither we nor our officers, agents or employees shall be liable to you for damage to or loss of any such property.
4. You shall comply with the hours, dates and instructions reasonably specified by us for installing, occupying and dismantling exhibits. We shall be entitled to remove your exhibits in the event that we reasonably object to, without limitation, any persons, things, conduct, printed matter, display items or other items. In the event of such a removal, we shall not be liable for refunding any costs incurred by you including, without limitation, rental fees.
Interpretation
1. In these Additional Terms, the following capitalised words and expressions have the meanings set out against them below. Other capitalised words used in this these Additional Terms have the meanings given to them in the General Terms and Conditions or the Contract Details.
Sponsorship Benefits
1. We shall provide the Sponsorship Benefits to you on the terms of this Agreement. We shall organise or facilitate (as applicable) the Event, and provide the Sponsorship Benefits (where applicable) using reasonable skill and care.
2. If for any reason we are unable to deliver any of the Sponsorship Benefits, we will inform you as soon as reasonably practicable and shall use our reasonable endeavours to substitute alternative benefits in respect of the Event to an equivalent value of the relevant Sponsorship Benefits.
3. You shall promptly comply with all reasonable instructions and directions issued by us or on our behalf in connection with the Event and any promotion relating to it. We shall not be responsible for any failure or delay in providing any of the Sponsorship Benefits which occurs as a result of your failure or delay in complying with our reasonable instructions or directions.
4. You shall not engage in joint promotions with any third party in relation to an Event without our prior written consent.
Content
1. You must obtain our prior written approval for all Content and other advertising or promotional materials associating you and/or your products with the Event, or your use of any Output licenced to you under clause 4.3 of these Additional Terms. Such approval shall not be unreasonably withheld or delayed.
2. You shall provide to us all such materials or details of activities not later than ten Business Days before their use or release to the public. Subject to you delivering the information and materials for approval in accordance with this clause, we shall use our reasonable endeavours to respond (whether giving or declining approval) within two Business Days of receiving the request.
3. You shall without delay withdraw any Content, Output or other advertising or promotional material in circulation which is not in a form which has been approved in accordance with this clause 3 of these Additional Terms.
4. If we have not received the Fees attributable to the Event in full before the Content Deadline, we shall not be obliged to publish the Content, provide you with any branding for such Event and/or provide any further Sponsorship Benefits.
5. Content provided to us by you shall be in accordance with any instructions, technical requirements or other specifications issued by us from time to time, including the manner of transmission.
6. We shall have no obligation to publish, display or distribute any Content which is not received by the Content Deadline and/or in accordance with any instructions, requirements or specifications provided in accordance with clause 3.5 of these Additional Terms.
7. We shall use all reasonable endeavours to incorporate any changes requested by you to any Content prior to the Event Date, provided that if we determine such changes are submitted too late, we shall use the original Content.
8. We shall be entitled to edit and amend any Content: (a) if we consider such amendments necessary in order to comply with any legal or regulatory obligations or our internal codes of conduct; or (b) where any provision in this Agreement specifies such right(s).
9. If we are producing Content on your behalf, we shall provide drafts for your approval, subject to our right to further edit and amend Content in accordance with clause 3.8 of these Additional Terms.
10. You undertake that all Content or other materials provided by you (or, if we are providing or procuring Content for you, all such Content to the extent that it is based on data and/or information provided by you) shall:
  1. comply, without limitation, with all relevant laws and regulations in force that relate to the Event and its promotion, as applicable;
  2. comply with any instructions or directions issued by us or on our behalf;
  3. not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact;
  4. not contain viruses or other harmful components or malware;
  5. not contain any content that is unlawful, obscene or defamatory;
  6. not breach any codes as may apply to advertising in any territories where the Content (including, without limitation, any advertisement) is to be shown and directed to residents of that territory; and
  7. include any legal or regulatory notices as may be required by us from time to time.
11. All merchandise, trade fixtures, equipment and property of any kind which may be brought to the relevant Event Venue by you shall be at your sole risk and you shall bear all responsibility for insuring any such property and any damage that such property may cause. Neither we nor our officers, agents or employees shall be liable to you for damage to or loss of any such property.
12. We shall have no liability for any loss or corruption of any Content provided by you.
13. You acknowledge that we retain final editorial control over the Event Marks, Event Materials and any Output (where applicable to the Event being sponsored).
Intellectual Property Rights
1. This clause 4 is in addition to, and does not replace, the intellectual property clauses set out in the General Terms and Conditions.
2. We own all title in and rights to, including all distribution rights and Intellectual Property Rights in and to, the Event, Event Marks, Event Materials and any Output.
3. Subject to our advance approval in accordance with clause 3.1 of these Additional Terms, we grant to you a worldwide, non-exclusive, royalty-free, non-transferable licence to: (a) use the Event Marks solely to promote your sponsorship of the Event on the terms of this Agreement; and (b) to use the Output, or parts thereof, in your own marketing and promotional materials, activities and channels. You may not, without our prior written consent, use the Event Marks, Event Materials or any Output in a way not expressly authorised in this Agreement.
4. You grant to us a worldwide, non-exclusive, royalty-free, non- transferable licence:
  1. of your Intellectual Property Rights in any Content that you supply to us to the extent required to enable us to provide the Sponsorship Benefits subject to the terms and conditions of this Agreement; and
  2. to use Your Marks (i) during the Term to promote and exploit the Event; and (ii) for a period of 12 months following each Event in reports produced about such Event and in any promotional materials for similar events and activities organised by us.
5. You acknowledge that during any Event, photographs, motion pictures, sound and/or video recordings may be made which include or feature Your Marks. We reserve the right to use images and videos recorded at the Event with Your Marks in future marketing materials, and in/on our social media channels, websites, and print material, without obtaining any further approval from you, and without making any payment to you.
6. If you alter Your Marks at any time during the Term, we shall not be obliged to make any consequential changes to materials that include Your Marks which have already been produced by us or on our behalf in connection with the Event (including, but not limited to, reprinting promotional literature, signage or publicity materials) unless you pay the costs and expenses that we incur as a result of such change.
7. Neither Party shall use the other Party’s marks in any way that, in the other Party’s reasonable opinion:
  1. brings or is likely to bring the other Party or the Event into disrepute;
  2. indicates that you and we are in partnership or any trading arrangement (other than in relation to your sponsorship of the Event);
  3. indicates that either Party endorses any part of the other Party’s business, trading name or products;
  4. may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other Party’s Intellectual Property Rights; or
  5. may do anything which is reasonably likely to affect any registration of the other Party's Intellectual Property Rights.
8. If, during the term of this Agreement, either Party becomes aware of any unauthorised use or any misuse of the other’s Intellectual Property Rights in relation to the Event, it shall promptly notify the other in writing and shall, at the owning Party’s cost, provide all reasonable co-operation in any action, claim or proceedings brought or threatened in respect of such Intellectual Property Rights.
Indemnities
1. This clause 5 is in addition to, and does not replace, any other indemnity provisions set out in the General Terms and Conditions or any other Additional Terms.
2. You shall indemnify us (for ourselves and on behalf of our Group Companies shareholders, directors, employees, and representatives) from and against all Losses arising out of or in connection with:
  1. any claim that the use of Your Marks by us in accordance with this Agreement infringes any Intellectual Property Rights of any third party;
  2. any claim that Content or other materials provided by you or presented by a Participant on your behalf infringe any Intellectual Property Rights of any third party; and/or
  3. any claim that the publication of the Content by us in accordance with this Agreement is libellous or defamatory, or infringes any applicable laws and/or the Intellectual Property Rights of any third party.
Cancellation
1. This clause 6 is in addition to, and does not replace, the cancellation clauses as set out in the General Terms and Conditions.
2. If, in accordance with clause 8 of the General Terms and Conditions, we postpone or cancel an Event and you decide to Select an Alternative Event, we are under no obligation to provide identical Sponsorship Benefits but shall use all reasonable endeavours to provide similar benefits.
3. You may cancel your sponsorship of any Event in accordance with clause 9 of the General Terms and Conditions.
Termination
1. This clause 7 is in addition to, and does not replace, the termination clauses as set out in the General Terms and Conditions.
2. Without limiting our other rights and remedies, we may suspend the Sponsorship Benefits if you fail to pay any amount due under this Agreement within thirty (30) days of the due date for payment. This includes removing Content from all Event Materials or other content, information or materials relating or referring to the Event. If for any reason payment of the Fees is not received by the earlier of: (a) the Content Deadline; and (b) the Event Date, no Sponsorship Benefits will be provided and we have the right to terminate this Agreement on immediate written notice.
3. We reserve the right to refuse to provide the Sponsorship Benefits and to cancel the Event and/or terminate this Agreement with immediate effect without any liability by giving written notice to you if, in our sole discretion, we determine that your sponsorship of the Event causes or will cause:
  1. us, our affiliate, you and/or the Event Venue owner or the Event Hosting Platform to fail to comply with applicable law;
  2. us to breach any term, warranty, condition or other provision of any contract or undertaking to which we or any of its affiliates is or becomes a party; or
  3. a disruption at or to the Event, or any act or omission which threatens the safety of other attendees or to hinder the enjoyment of the Event by other attendees.
4. If we suspend the provision of the Sponsorship Benefits and/or terminate this Agreement in accordance with clauses 17.1 or 17.2 of the General Terms and Conditions, or clauses 7.2 or 7.3 of these Additional Terms:
  1. you shall reimburse us on demand for any Losses we incur in revising and reprinting any Event Materials, or other content, information or materials in respect of any affected Event; provided that we shall not be under any obligation to make any such changes to materials which have already been produced in connection with any such Event; and
  2. we shall have the right to recover from you any other Losses we suffer or incur, including any loss of opportunity, revenue or profits if the Fees have not been paid in full by you at the time of suspension or termination.
5. On termination of this Agreement for any reason, you shall immediately pay all outstanding unpaid invoices issued by us in respect of all such Event(s) affected by such termination and, in respect of Sponsorship Benefits supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
Force Majeure
1. This clause 8 is in addition to, and does not replace, the Force Majeure clauses set out in the General Terms and Conditions.
2. If, as a direct result of Force Majeure, you are unable to carry out your obligations to sponsor the Event, we shall use our reasonable endeavours to offer to you an appropriate alternative sponsorship opportunity within 12 months of the original Event Date and, if such an opportunity is offered and accepted, we shall have no liability to refund any Fees to you.
3. If we are unable to offer an alternative sponsorship opportunity, or if you decline such an offer once made, in accordance with clause 8.2 of these Additional Terms, we shall refund any part of the Fees paid by you as soon as reasonably practicable.
Interpretation
1. In these Additional Terms, the following capitalised words and expressions have the meanings set out against them below. Other capitalised words used in this these Additional Terms have the meanings given to them in the General Terms and Conditions or the Contract Details.
Additional Terms
1. Roundtables will normally require a 16-week lead time. The expected month of the Event Date will be set out in the Contract Details.
2. Roundtables may take place, as agreed between you and us:
  1. during a wider industry event;
  2. as a standalone event at a suitable venue; or
  3. at your offices.
3. Where clause 2.2(a) of these Additional Terms applies, any promotional materials you wish to use or display during the Roundtable shall be at the discretion of, and require prior approval from, the organiser and/or venue of the wider industry event.
4. Unless the Contract Details state otherwise:
  1. each Roundtable will comprise a maximum of 12 Attendees, 2 of whom will be your employees or representatives;
  2. we will select the moderator (usually one of our journalists); and
  3. subject to clause 2.11 of these Additional Terms, you and we will jointly agree the Topic, communication plan and schedule after the Agreement is signed.
5. Unless the Contract Details states otherwise, you will provide details to us of the target audience for potential Attendees, including sector, company names and job titles, and a list of up to 50 potential Attendees, ordered into groups of 10 (in priority order). This information must be provided by the deadline set out in the Contract Details or as notified by us to you.
6. You may choose to invite a selection of your own clients to attend the Roundtable. You must inform us promptly of any potential Attendees invited by you, and any Attendees who have confirmed attendance.
7. We will facilitate the invitations (and follow ups) to the potential Attendees as suggested by you in accordance with clause 2.5 of these Additional Terms. We may invite more than 10 potential Attendees to mitigate cancellations and non-attendance (usually 20%); however we shall not confirm more than 20 Attendees. We shall provide updates on attendance on a weekly basis (or as otherwise agreed) with details of names, job titles and employer for each confirmed Attendee.
8. Where you do not provide us with details of your target audience in accordance with clause 2.5 of these Additional Terms within the deadline provided and/or where we cannot confirm sufficient numbers of Attendees as suggested by you, despite using reasonable endeavours to do so, we reserve the right to invite individuals of our choice to attend the Roundtable as Attendees.
9. The Roundtable will be recorded on a digital device and a transcript made available on request. One of our journalists will publish, usually within five Business Days of the Event Date, an Article detailing the Roundtable, your sponsorship of it, and the discussions and content, including Attendees. The Article will be independently authored, and we shall not provide drafts or quotes for review in advance, nor require any form of approvals by you for the Article or its contents.
10. The Article will be published on our website, and we will provide links to you. We will promote the Article on our website, across our social media channels and in an appropriate newsletter issued by us.
11. You acknowledge that we retain editorial control of the Topic, Content and the Article.
Interpretation
1. In these Additional Terms, the following capitalised words and expressions have the meanings set out against them below. Other capitalised words used in this these Additional Terms have the meanings given to them in the General Terms and Conditions or the Contract Details.
Webinars and Videos
1. You must ensure that your network connections, computer hardware and software, telecommunications links and other services (“Infrastructure”) are of sufficient quality and technical capability to ensure that the audio and/or visual recordings for Webinars and Videos are of a suitable quality, as we reasonable determine. You will ensure that your Infrastructure complies with any technical specifications we provide to you.
2. We retain the right to cease recording, or even exclude recordings from the Output of the Webinar or Video, where for any reason the audio or visual recordings do not meet our expected standards of quality.

Agreement: as defined in clause 2.2.

Business Day: a day, not including a Saturday or Sunday, when ordinary banks are open for business in London.

Confidential Information: in relation to either Party, any information, however provided, that relates to the business, financial affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of that Party, including any personal data relating to that Party’s customers or suppliers, together with any other information which ought reasonably be considered to be confidential.

Data Protection Laws: any laws and regulations relating to the processing, privacy and use of personal data in connection with or pursuant to this Agreement to the extent applicable to the Parties including, without limitation, (a) to the extent the UK GDPR applies, the law of the United Kingdom or of part of the United Kingdom which relates to the protection of personal data or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the parties is subject, which relates to the protection of personal data.

Event(s): the event or activity, such as an awards ceremony, roundtable, exhibition, conference or roundtable, as detailed in the Contract Details.

Event Date(s): the dates that the Event will take place, as specified in the Contract Details or as rescheduled in accordance with this Agreement.

Event Hosting Platform: the platform or website used by us to host the online elements of an Event.

Event Marks: the trademarks and service marks relating to the Event.

Event Materials: content or materials in any medium which relates or refers to the Event, whether created before, during or after the Event, and made available to the Partner or Participants.

Event Venue: the venue at which an Event is held.

Fees: the fees and charges payable by you as specified in the Contract Details.

Force Majeure: has the meaning given in clause 10 of these General Terms and Conditions.

EU GDPR: Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

Insider, we, us or our: Insider International Limited, a company incorporated in England and Wales (company number 15236286), having its registered office at 4 Bouverie Street, London, UK, EC4Y 8AX.

Insider Privacy Policy: our privacy policy as made available from time to time via this link: https://www.insuranceinsider.com/privacy-policy.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.

Losses: actions, damages, claims, liabilities, costs, losses and expenses (including without limitation reasonable legal fees).

Participant: an individual who attends, participates in or joins an Event in any capacity, as a representative of yours or at your invitation, including without limitation as a guest, judge, moderator, delegate or speaker.

Participant Terms and Conditions: the terms and conditions applicable to all Participants, available at: https://www.insuranceinsider.com/commercial-terms-and-conditions/participant.

Partner, you or your: the company or individual out in the Contract Details.

Party: a party to this Agreement.

Registration Details: any information or data we require about Participants when they register for an Event, which may include the name, address, date of birth, contact details and other personal data.

Tax: value added tax or any corresponding sales tax applicable in any jurisdiction.

Term: from the date of this Agreement until each Party’s obligations under this Agreement are complete (including post-Event actions), as may be extended from time to time in accordance with this Agreement.

Termination Date: the effective date of termination of this Agreement.

UK GDPR: the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.

In this Agreement, “online” means any online, virtual or non-physical element of an Event.

and the Parties agree to submit to the exclusive jurisdiction of:

in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.

ADDITIONAL TERMS – EXHIBITORS

Designated Space: the space(s) provided to you during an Event.

Event: the conference, exhibition or other event at which you are exhibiting. Any reference to Event in the General Terms and Conditions shall also be interpreted in accordance with the definition herein.

ADDITIONAL TERMS - SPONSORSHIP

Content: content in any medium, including creative material, text and code, which is either supplied by you or on your behalf, or created for you by us for the purpose of (or as a consequence of) the Event and may be more particularly set out in the Contract Details.

Content Deadline: the deadline(s) for you to provide us with the Content, as notified by us to you.

Event(s): the awards ceremony, roundtable, exhibition, conference, roundtable, video, webinar or other event or activity which you or your Participants attend, and/or for which you agree to be a sponsor (in whole or in part), as set out in the Contract Details. Any reference to Event in the General Terms and Conditions shall also be interpreted in accordance with the definition herein.

Output: where applicable, the output from, or end result of, an Event, such as the finished video or webinar you are sponsoring.

Sponsorship Benefits: the benefits provided to you in consideration for your sponsorship of the Event as set out in the Contract Details, subject to the terms of this Agreement.

Your Marks: your trademarks and service marks made available to us for the purposes of conducting or promoting the Event.

ADDITIONAL TERMS - ROUNDTABLES

Article: the article produced by us after the Roundtable.

Attendee: any person attending a Roundtable. Any Attendee is also a Participant for the purposes of the General Terms and Conditions and any other applicable Additional Terms.

Roundtable: the roundtable discussion that you are sponsoring. Any reference to Event (and associated definitions) in the General Terms and Conditions or these Additional Terms refers to the Roundtable.

ADDITIONAL TERMS – WEBINARS AND VIDEOS

Event: any reference to Event (and associated definitions) in the General Terms and Conditions, the Additional Terms – Sponsorship or these Additional Terms refers to the Webinar or Video (as applicable).

Video: the video(s) you are sponsoring, as set out in the Contract Details.

Webinar: the webinar(s) you are sponsoring, as set out in the Contract Details.

Events and marketing services standard terms

ADDITIONAL TERMS – EXHIBITORS

ADDITIONAL TERMS - SPONSORSHIP

ADDITIONAL TERMS - ROUNDTABLES

ADDITIONAL TERMS – WEBINARS AND VIDEOS