KENT UNION - TERMS AND CONDITIONS OF BUSINESS
These terms and conditions supersede all other terms and conditions agreed between the two parties to this Agreement, in relation to the booking of Stands at Welcome Fayre.
1. DEFINITIONS AND INTERPRETATION
In this Agreement (unless the context otherwise requires) the following words and expressions shall have the following meanings:
The “Welcome Fayre” is that event, operated by The Union, in relation to the provision of Stands and where possible, Additional Benefits, for use by Advertisers for the purpose of promoting the Products or Services specified on the booking form of this Agreement.
“Stands" are the tables provided by The Union. The size of each Stand, which is at the sole discretion of The Union, is likely to be approximately 180cm long by 60cm feet wide.
“Additional Benefits” are those benefits, specified on the booking form of this Agreement, which The Union may agree to provide for Advertisers on a first-come-first-served basis.
"Confidential Information" means all confidential information (whether oral or written) acquired by a party whether before or after the date of the Agreement and which relates to the affairs or business of the other party or its products, operations or know-how;
"DPA" the Data Protection Act 1998;
"Intellectual Property Rights" are all inventions (whether patentable or not), design rights, databases, database rights, copyright, moral rights, semiconductor topography rights, unregistered trade and service marks, logos, get-up and trade names, all patents, utility models, registered designs, registered copy rights, registered trade and service marks, domain names and applications for registration rights relating to know-how, trade secrets and confidential information in any form and any rights or forms of protection of a similar nature anywhere in the world;
2. CANCELLATION POLICY
2.1 All cancellations must be made in writing to The Union.
2.2 The following charges apply to cancellations:
a) Where The Advertiser cancels the order less than 14 days before the Campaign Start Date, The Advertiser agrees to pay The Union the Total Cost of the campaign. Where payment has already been received by The Union from The Advertiser, no refund will be payable by The Union.
b) Where The Advertiser cancels the order more than 14 days but less than 31 days before the Campaign Start Date, The Advertiser agrees to pay The Union 50% of the Total Cost of the campaign. Where payment has already been received by The Union from The Advertiser, The Union agrees to refund 50% of the Total Cost of the campaign to The Advertiser.
c) Where The Advertiser cancels the order more than 31 days before the Campaign Start Date, no fees will be payable by The Advertiser. Where payment has already been received by The Union from The Advertiser, The Union agrees to refund The Advertiser in full.
2.3 Where applicable, refunds will be made by The Union within 30 days of the Campaign Start Date.
3. ADDITIONAL RESPONSIBILITIES OF THE ADVERTISER
3.1 The Advertiser undertakes to promote only the Products or Services specified on the booking form.
3.2 The Advertiser agrees not to promote any Products or Services on behalf of any other business.
3.3 The Advertiser retains sole responsibility for the health and well-being of its staff during the Welcome Fayre.
3.4 The Advertiser will use its reasonable endeavours to ensure that the promotional material it displays or distributes will not be in breach of any third party's rights including, without limitation, any rights in respect of defamation or reputation, confidential information or trade secrets, patent, copy right, design right, registered design, trademark, or other intellectual property rights.
3.5 The Advertiser undertakes to indemnify The Union and to keep The Union fully and effectively indemnified against any claims by third parties for infringement of their rights by The Advertiser as a result of the display or distribution of promotional material under the terms of this Agreement.
3.6 The Union reserves the right to refuse to allow The Advertiser to display or distribute promotional material which it believes, for any reason, to be unsuitable.
4. INTELLECTUAL PROPERTY & DATA PROTECTION
4.1 Each party shall satisfy itself as to the extent of and shall comply with its obligations and duties under the DPA and other applicable statutory or European Community provisions, regulations or guidance and each party shall ensure that it has given the relevant registrations and notifications under the DPA to enable it to comply with the provisions of the DPA.
4.2 Any use of the Union’s branding, logo or get-up shall only be permitted with the Union’s prior approval in writing.
4.3 Subject to any express provision of the Agreement to the contrary, none of The Union’s Intellectual Property Rights shall be transferred or affected in any way by the Agreement and no party shall acquire any right in relation thereto.
5. CONFIDENTIALITY
5.1 Each party will treat all Confidential Information as strictly confidential and (a) will take all proper steps to prevent its use or disclosure; (b) will not itself make use of any Confidential Information for a purpose other than the performance of its obligations under this Agreement; and (c) will not disclose Confidential Information to any person (other than in accordance with Paragraph 3.2.).
5.2 Each party may disclose Confidential Information where such disclosure would otherwise be prohibited by this paragraph if and to the extent: (a) required by law; or (b) it can be shown by that party (to the other party's reasonable satisfaction) to have been known by it before disclosure to it by the other party; or (c) the information was or becomes in the public domain (other than by reason of a breach of this paragraph by that party)
6. ENTIRE AGREEMENT
6.1 The Agreement supersedes any previous agreements between the parties in relation to the matters dealt with herein and represents the entire understanding between the in relation thereto and each of the parties acknowledges and agrees that it has not entered into the Agreement in reliance upon any representation, warranty, undertaking, agreement, statement or replies to enquiries (whether oral or written) made or alleged to have been made by any other party (whether or not negligently made) on or prior to the date hereof except as expressly set out in the Agreement (provided that nothing contained in the Agreement shall operate to exclude any liability for fraudulent misrepresentation).
7. BILLING & COSTS
7.1 The Union shall be entitled to issue invoices in respect of sums due to it under the Agreement at any time after the date of the Agreement. All expenses incurred by or on behalf of the parties including all fees of agents, solicitors, accountants employed by any of the parties in connection with the negotiation or preparation and execution of the Agreement shall be born solely by the party which incurred them unless otherwise agreed herein.
8. SUBCONTRACTING
8.1 The Union may engage a subcontractor or agent to perform any of its obligations under this Agreement, however, no such subcontracting or agency shall relieve The Union of responsibility for the due performance of this Agreement.
9. TERMINATION
9.1 Either party may terminate this Agreement with immediate effect at any time by giving written notice to the other party if the other party is in material breach of an obligation under this Agreement, which breach, if capable of remedy, has not been remedied within 30 days after such party has served written notice on the other party specifying the breach and the steps required to remedy it.
9.2. Any termination of this Agreement (however caused) shall not affect any rights or liabilities of either party which have accrued prior to date of termination nor shall it affect the coming into force or the continuation in force of any provision of this Agreement expressed to survive such termination.
10. FORCE MAJEURE
10.1. No party shall be deemed in breach of this Agreement or otherwise liable to the other parties for any failure or delay in performance by it of any of its obligations under the Agreement if and to the extent that the delay or non-performance is due to a circumstance beyond the reasonable control of that party ("Force Majeure"). If a party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure that party shall as soon as reasonably possible give written notice to the others of the nature and extent of the circumstances giving rise to Force Majeure. The operation of the Agreement shall be suspended during the period (and only during the period) in which the Force Majeure continues and any time periods in this Agreement shall be extended accordingly.
11. MISCELLANEOUS
11.1. The rights, remedies and powers provided by this Agreement are cumulative and not exclusive of any rights, remedies or powers provided by law. Any waiver of a breach of any of the terms of the Agreement or of any default under this Agreement shall not be deemed a waiver of any other breach or default and shall not affect the other terms of the Agreement.
11.2. If any term or provision in the Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of the Agreement shall not be affected.
11.3. This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, each of which when executed shall be an original, but all of which together shall constitute a single instrument.
11.4. The Union accepts no liability in contract, tort (including negligence) or otherwise for direct or indirect loss neither of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data arising as a result of any breach by The Union of this Agreement.
11.5. These Terms and Conditions are subject to any express provision of the Agreement. In the event of any conflict between these Terms and Conditions and any other provision of the Agreement, such other provision shall prevail.
11.6. The Agreement shall be governed by and construed in accordance with the law of England and Wales and the Parties shall be subject to the exclusive jurisdiction of the English Courts.