Virtual Event Sponsors’ Terms and Conditions
TERMS AND CONDITIONS OF PARTICIPATION
a. In the terms and conditions set out below the following expressions shall have the following meanings:
The written request by the Sponsor to reserve a virtual stand or sponsorship opportunity or item at the Event and which shall form part of the Contract once accepted by the Organiser. The term ‘booking’ shall be construed accordingly.
The terms set out in a Booking Form once accepted by the Organiser together with any specific terms and conditions issued by the Organiser which are applicable to the Event.
The event specified in the Booking Form and Contract.
The Royal Microscopical Society.
The company or individual who has contracted for a virtual stand or sponsorship opportunity or item at the Event.
The virtual online platform through which the Event will take place.
"The Sponsors’ Manual"
The manual (where applicable) prepared by the Organiser for and on behalf of the Sponsors.
“Code of Conduct”
Outline of appropriate participation behaviour at Virtual Events issued by the Organiser.
The virtual stand granted to the Sponsor as set out in the Contract.
b. These terms and conditions shall apply to all Contracts between the Sponsor and the Organiser relating to the Event. Any variation of these terms and conditions shall only be binding if agreed by the Organiser in writing. No terms or conditions stipulated by the Sponsor shall apply to any such contract unless expressly agreed by the Organiser in writing. In the event of inconsistency between these terms and conditions and the Contract, the terms of the Contract shall prevail.
c. All bookings shall be made on the official Booking Form prescribed by the Organiser. A booking shall be an offer subject to acceptance by the Organiser on its official form of acceptance (and on no other form) and the Organiser reserves the right to refuse to accept any offer without giving any reason.
d. Sponsors must comply with the terms of the Contract, these terms and conditions as well as the Sponsors’ Manual issued by the Organiser (where applicable) and the Organiser’s Code of Conduct as applicable at the date of the Event.
e. Information supplied by the Sponsor, including the names of individuals, will be kept on a secure server and used for the purposes registered under the Data Protection Act 2018 AND General Data Protection Regulation 2016. Any information provided will be kept in accordance with the Organiser’s retention policy and will be removed, beyond use, once the end of the retention period has been reached.
g. Information given by the Organiser about the Event is accurate to the best of its knowledge but does not constitute any warranty or representation by the Organiser and therefore any mistake or omission does not entitle the Sponsor to cancel or vary the Contract or to compensation for any loss, expenses, costs or otherwise howsoever arising.
2. PRICE, SPECIFICATIONS AND VISUAL REPRESENTATIONS
a. All quotations and prices given or offered by the Organiser are exclusive of VAT at the prevailing rate, which will be added to all invoices at the rate applying at the appropriate tax point.
b. Quotations may be withdrawn by the Organiser at any time prior to acceptance by the Organiser of the order and quotations shall be deemed to be withdrawn if the Booking Form is not received within 30 days of the date of the quotation.
c. The Organiser reserves the right to alter prices set out in any list, advertisement or quotation at any time prior to acceptance of the Sponsor's booking.
d. While every effort is made to ensure that plans, specifications and visual representations on the Event website and literature and on the Event Platform are accurate, the Organiser gives no warranty to this effect and shall have no liability in respect of any inaccuracy in such plans, specifications or visual representations. In the event that the Organiser determines that it is not possible to meet the exact specifications or grant the exact location of any online content, the Organiser reserves the right to alter the specifications and exact locations of any online content at any time, without prior notice. The Organiser will use reasonable endeavours to ensure that the altered specifications or exact locations of online content conform as reasonably as possible with the original specifications or locations of such online content.
3. REDUCTION OR CANCELLATION OF SPONSORSHIP
a. On acceptance of the Booking Form the Sponsor shall become liable to pay to the Organiser the whole of the price for the Stand or other services as specified in the Contract. The Sponsor shall be entitled to cancel or reduce Stand space or other services at any time prior to the Event however such cancellation or reduction will be subject to a cancellation fee. The cancellation shall be the lower of the sum stated in the Contract as a cancellation fee applicable to the specified Event or 100% of the Contract price if no such cancellation fee is stated. Cancellations of accepted bookings or reductions in Stand space or other services contracted for must be notified to the Organiser in writing.
b. The Organiser reserves the right to re-allocate any Stand or part of a Stand should any Sponsor fail to meet its commitment to make any payment due under these terms and conditions. Upon the occurrence of such an event there will be no reduction in the Contract price or payments due to the Organiser, which will remain due and owing unless (and to the extent) that the Organiser is successful in mitigating its loss.
4. FAILURE TO PROVIDE RESOURCES AND MATERIAL FOR THE STAND OR ADDITIONAL SPONSORSHIP OPPORTUNITIES AND ITEMS
a. Every Sponsor allocated a Stand, additional sponsorship opportunity or item shall provide at their own cost all suitable material in a format and within deadlines reasonably specified by the Organiser, for it to be used in setting up the Sponsor’s booked Stand, additional sponsorship opportunity or item. Should a Sponsor fail to provide such material by the time specified, it may result in the Stand, additional sponsorship opportunity or item not being accessible during the Event. The Organiser shall not be liable for any loss, expenses, costs or otherwise arising from any such inaccessibility.
b. The Sponsor is responsible for ensuring that all materials supplied do not violate any proprietary of personal rights of others, including any copyright, patents or privacy rights and shall indemnify the Organiser in respect of any and all losses, expenses, costs or otherwise arising from any such violation.
5. PROHIBITION OF TRANSFER
a. The Sponsor may not assign, sub-let or grant a licence in respect of the whole or any part of the Stand or content, nor shall any publicity material relating to any company or individual who is not a sponsor be displayed oniline or in print without written consent from the Organiser. Insofar as material in any form whatsoever is displayed, distributed or otherwise utilised by the Sponsor on the Stand or otherwise pursuant to the Contract or otherwise subject to these terms and conditions, it must relate to goods or services for which the Sponsor either has legal ownership, the right to distribute or utilise as an agent. The Sponsor shall indemnify the Organiser in respect of any and all losses, expenses, costs or otherwise arising from any breach of this clause.
6. VIRTUAL TECHNICAL SHOWCASES/TECHNO BITES AND COMMERCIAL WORKSHOPS
a. The Sponsor shall be responsible for providing a pre-recorded video for all Virtual Technical Showcase/Techno Bite bookings (as defined in the Contract) in the format and within the deadline specified by the Organiser, unless it is agreed with the Organiser that the Technical Showcase/Techno Bite will be delivered live. The Sponsor is responsible for ensuring the quality of the video supplied.
b. The Organiser does not accept any liability for videos that fail to play or have issues with sound or picture quality.
c. The Sponsor must strictly adhere to the duration time of the Technical Showcase/Techo Bite or Commercial Workshop as specified in the Contract.
d. The Sponsor acknowledges and agrees that the Organiser’s “chat” options during the Event are public forums and that participation in a “chat” creates no expectation of privacy. The Sponsor acknowledges that any information communicated in a public “chat” may be shared with and used by others.
e. The Organiser is not responsible for information that a Sponsor chooses to communicate in a “chat”, whether public or private.
f. The Sponsor accepts that it may be necessary, for reasons beyond the control of the Organiser, to alter the advertised timing of the Technical Showcases/Techno Bites and Commercial Workshops. The Organiser reserves the right to do this at any time without penalty or liability to the Sponsor. Where the time, date or content is altered the Organiser will notify the Sponsor as soon as is reasonably practicable. In that event, the Sponsor will be deemed to have accepted the altered timing.
g. The Sponsor shall be responsible for providing titles and where appropriate abstracts for Technical Showcases/Techno Bites and Commercial Workshops included in the Event programme.
a. The Sponsor shall be responsible for all personal injury or damage to or loss or destruction of property (including but not limited to the Event Platform) arising in connection with the Sponsor’s Stand and anything permitted, omitted or done thereon or there from during the period of the Event provided that this results from the direct or indirect act or omission of the Sponsor. The Sponsor shall indemnify the Organiser and the officers, trustees, employees agents, contractors, sub-contractors and invitees of the Organiser in respect of all losses (including consequential losses),expenses, costs, claims, actions, proceedings, demands and expenses in respect thereof.
b. The Organiser shall not be liable for any loss, expenses, costs or damages of any kind arising out of or relating to the use of or inability to use the Event Platform, the Event Platform’s content or links, including but not limited to damages caused by or related to errors, omissions, interruptions, defects, delays in operation or transmission, computer viruses or line failures. No refund of the Contract price in whole or in part or other compensation or payment will be given if there is a software or internet or any operational failure prior to or during the Event.
c. The Sponsor shall be responsible for any technical requirements, including broadband connectivity, needed to enable access to the Event Platform as a commercial attendee or to deliver a technical showcase, Techno Bite or Workshop. No refund of the Contract price in whole or in part or other compensation or payment will be given if the Sponsor’s broadband connectivity is insufficient or is interrupted.
d. The Organiser shall not be liable for harm to any device or loss of data.
e. The Organiser cannot guarantee any specific numbers for on the day attendance at the Event. No refund of the Contract price or other compensation or payment will be given if numbers do not meet Sponsor expectations.
8. FORCE MAJEURE
a. Should the Event be delayed, cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Organiser including but not limited to the Force Majeure Event’s set out herein or non-availability of the Event Platform for any reason, the Organiser shall be under no obligation to refund all or part of the Contract price or other sums paid by the Sponsor in respect of its participation in the Event and shall be under no liability to the Sponsor or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses), costs or expenses whatsoever which may be brought against or suffered or incurred by the Sponsor as the result thereof.
b. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond its reasonable control and includes (without limitation) the following:
- Strikes, or industrial action;
- Riot, civil disturbance, labour dispute, strike, lockout, terrorist attack or threat of terrorist attack, war;
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or act of God;
- Risk or spread of infectious, contagious or communicable disease;
- Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- Impossibility of the use of public or private telecommunications networks; and
- The acts, legislation, regulations or restrictions of any government.
c. The Organiser’s performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues. The Organiser will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Contract may be performed despite the Force Majeure Event. In its sole discretion, if a Force Majeure Event lasts or is expected to last more than one month, the Organiser may cancel the Event in accordance with its cancellation policy.
9. HEALTH & SAFETY
a. It is a condition of participation that every Sponsor, Co-Sponsor, Contractor, Sub-Contractor, Supplier and their Agents accepts that it is their legal and moral responsibility to ensure their own and others health and safety is not put at risk by their actions (or inactions) during the Event.
a. On or after acceptance of the Sponsor's booking, the Organiser will deliver an invoice in the currency relevant to the Event , including VAT at the prevailing rate.
b. Payment of this invoice is due 30 days from the date of the invoice, excepting that all charges for late booking must be paid before the Sponsor’s Stand is viewable.
c. In the event of non-payment of any invoice by the due date or should the Sponsor die or suffer any incapacity preventing it from participating effectively in the Event, or any bankruptcy or insolvency or, being a limited company, enter into liquidation whether compulsory or voluntary enter into administration or suffer the appointment of a receiver over any of its assets then the full Contract price for the Stand booked shall immediately become due and payable and in addition the Organiser shall have the right to cancel every Contract with the Sponsor in relation to the Event or to suspend or continue such Contract without prejudice to the Organiser's right to recover any loss sustained. Interest at the rate of 3% per annum above the base rate of the bank at which the account of the Organiser is kept shall be payable in respect of all sums (including cancellation charges if appropriate) not paid on or before the due date (before as well as after any judgement).
d. The Sponsor shall not be entitled to withhold payment of any amounts payable to the Organiser in relation to the Event by reason of any dispute or claim by the Sponsor in connection with the Event, or otherwise nor shall the Sponsor be entitled to set off any amount which it is alleged is payable or due from the Organiser against any amount payable to the Organiser in relation to the Event.
a. The Organiser reserves the right to prohibit the display or dissemination of any advertisement, publication, video, webinar or posting of any kind in relation to the Event and the Sponsor shall forthwith withdraw any such content on notification by the Organiser. The Organiser will not normally exercise such rights in relation to the Sponsor's normal commercial sales literature and videos, but nevertheless reserves such rights in relation thereto.
b. The Sponsor shall display its name and contact details on its Stand and (if different) its address for service of documents and in relation to its Stand shall comply with all legal requirements relating to the publication of its name and ownership at its place of business.
e. The Organiser may use photographs taken at Events in publicity and marketing materials, including use on its website. The Sponsor’s attendance at an Event may mean that it or they, or their officers, employees, contractors or agents are featured in such photographs and are deemed not to object to the taking of such photographs as detailed above. If such persons do not wish to be included in any photograph, please notify the Organiser’s representative at the relevant Event prior to the photographs being taken.
a. The Sponsor shall comply with all policies and regulations imposed from time to time by the Organiser in relation to conduct at the Event. In particular, without limitation of the generality of the foregoing.
b. The Sponsor shall comply in all respects with all the requirements set out in the Contract, in these terms and conditions and the Sponsor’s Manual (where issued)
c. The Organiser is committed to providing a safe, respectful, harassment-free, accessible, productive, and welcoming environment for all Event participants and its staff, with equity in rights for all. All participants, including, but not limited to, attendees, speakers, volunteers, Sponsors, Co-Sponsors , Organiser’s staff, service providers, and others are expected to abide by the Code of Conduct. This Code of Conduct applies to all Events, including those sponsored by organisations other than the Organiser but held in conjunction with Organiser events.
d. A complete description of the goods or services which will make up the Sponsor’s Stand or which the Sponsor intends to publicise must be provided by the Sponsor to the Organiser prior to the preparation of the Stand.
e. All workshops conducted outside of the scientific programme must be agreed in writing in advance with the Organiser.
f. The Sponsor shall not conduct any competition or offer prizes or awards at the Event without the prior permission of the Organiser. It is the responsibility of the Sponsor to comply with all regulations governing competitions.
g. The Sponsor shall procure that all its employees, agents, contractors, sub-contractors and invitees comply with all regulations imposed by the Organiser.
h. The Sponsor shall ensure that at least one person is always in attendance at the Sponsor’s Stand during the official exhibition opening hours specified by the Organiser;
i. The decision of the Organiser as to any matter of conduct referred to above and generally in relation to the Event shall be final and binding upon the Sponsor and if the Sponsor shall fail to comply with the request of the Organiser or any person authorised by it in that behalf the Organiser may take whatever steps it deems appropriate to enforce compliance including instant termination of the Contract between the Organiser and the Sponsor relating to the Event. The Organiser reserves the right to cancel a Contract or restrict access or services in the event of non-compliance with the Code of Conduct.
13. CANCELLATION BY ORGANISER
a. The Organiser reserves the right to cancel any Sponsor’s booking and should it do so its sole liability shall be to refund all monies paid by that Sponsor. In no circumstances shall the Organiser be liable for any loss (including consequential loss) or damage suffered by an Sponsor resulting from such cancellation howsoever the same may be caused.
a. All claims must be submitted in writing to the Organiser and to be valid must be received within two weeks of the closing date of the Event. No claim or complaint will otherwise be accepted.
15. AMENDMENTS TO TERMS AND CONDITIONS
a. The Organiser shall be entitled to alter, add to, amend and interpret any of these terms and conditions and no such alteration, addition or amendment shall operate so as to release the Sponsor from its Contract. The headings in these terms and conditions are for reference only and form no part of the Contract between the parties.
16. PROPER LAW
a. All contracts between the Organiser and the Sponsor relating to the Event shall be governed by and construed in accordance with English law (subject to change which will be notified by the organiser in writing) and the parties shall submit to the exclusive jurisdiction of the English courts.