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The following definitions and rules of interpretation apply in the Contract.
|“Affiliate”||any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.|
|“Applicable Laws”||the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties’ rights or the performance of their obligations.|
|“Booking”||the Sponsor’s offer to proceed on the terms of the,Proposal, as set out in the Sponsor’s booking form, or the Sponsor’s written acceptance of the Proposal, or overleaf, as the case may be.|
|“Business Day”||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.|
|“Conditions”||these terms and conditions as amended from time to time in accordance their terms.|
|“Commencement Date”||has the meaning set out in Condition 2.2.|
|“Commercial Rights”||any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.|
|“Confidential Information”||has the meaning given in Condition 18.1.|
|“Contract”||the contract between the Organiser and the Sponsor for sponsorship in accordance with these Conditions.|
|“control”||the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.|
|“Designation”||the designation “Official Sponsor of STEM Gender Equality Congress.|
|“Event”||the event or series of events collectively, details of which are set out in the Proposal.|
|“Event Marks”||the Organiser’s Marks and the Designation used singularly or collectively in association with the Event or in the exercise of the other Sponsorship Rights.|
|“Event Marks Guidelines”||the Organiser’s guidelines setting out the technical requirements for the reproduction of the Event Marks, as these guidelines may be amended by the Organiser from time to time by notice in writing to the Sponsor.|
|“Expert”||a person appointed in accordance with Condition 14 to determine any reduction in the Sponsorship Fee.|
|“Force Majeure Event”||has the meaning given in Condition 17.1.|
|“Intellectual Property Rights”||patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|“Organiser”||Science Impact Limited a limited company registered in England and Wales with company number 10100108 and with our registered office at 42 Ravenswood Road, Redland, Bristol BS6 6BT.|
|“Organiser’s Marks”||the trade marks to be used for all promotion, advertising and marketing of the Event, as may be set out in the Proposal, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event.|
|“Proprietor”||the owner of the Venue, details of which are set out in the Proposal.|
|“Proposal”||means the sponsorship proposal submitted by the Organiser to the Sponsor, setting out in particular the name of the Event, the date(s) of the Event and the Venue(s) at which the Event is to take place.|
|“Sponsor”||the person or firm who provides sponsorship to the Organiser in connection with an Event.|
|“Sponsor Category”||the sponsorship category set out in the Proposal.|
|“Sponsor’s Marks”||the trade mark(s) as set out in the Proposal, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.|
|“Sponsor’s Products”||the products or services to be provided by the Sponsor and, where applicable, the Sponsor’s Premiums, in each case as set out in the Proposal.|
|“Sponsor’s Premiums”||any article which is used to promote the Sponsor and or the sale of the Sponsor’s Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with the Event Marks.|
|“Sponsor’s Event Materials”||any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor’s Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor’s Products and the Sponsor’s Premiums.|
|“Sponsorship Fee”||the sums set out and payable in accordance with Condition 4.|
|“Sponsorship Rights”||the bundle of rights granted to the Sponsor as set out in the Proposal, which includes the licence of the Event Marks granted in Condition 3.1.1.|
|“Term”||has the meaning given in Condition 2.3.|
|“Territory”||as set out in the Proposal.|
|“VAT”||value added tax chargeable under the Value Added Tax Act 1994.|
|“Venue”||means the premises where the Event is to take place, details of which are set out in the Proposal.|
All sums payable under the Contract are exclusive of any VAT that may be payable by either party.
If a party fails to make any payment due to the other party under the Contract by the due date for payment, then, without limiting the other party’s remedies under Condition 15, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
All amounts due under the Contract shall be paid by the Sponsor to the Organiser in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).