Media Partner shall not represent itself as being an agent of Uganda Convention UK (UCUK )and must not engage in any activity implying that it is contacting UCUK’s clients (including but not limited to Event advertisers, exhibitors or delegates) for or on behalf of UCUK or the Event unless expressly authorised in writing to do so by UCUK.
Unless otherwise agreed in writing, Media Partner must provide, copies of all Advertising 7 days in advance of publication for prior approval by UCUK.
Save in relation to post-event editorial (if applicable) all Advertising must be published prior to the start date of the Event for pre-event exposure, unless otherwise agreed in writing.
Prior to Media Partner sending any Advertising by email, Media Partner must first send a test copy of the email to UCUK for written approval by UCUK (including by email) and UCUK have the right to make any amendments that they, acting reasonably, consider necessary. The UCUK marketing contact must also be copied into the distribution list of all Advertising sent by email.
Media Partner will provide to UCUK logos in both EPS and JPEG format in high definition (“Media Partner Content”) within 7 days of this Agreement.
During the term of this Agreement, Media Partner hereby grants UCUK a non-exclusive, royalty free licence to use the Media Partner Content on its website and in the promotion of the Event subject to any instructions or brand guidelines as may be reasonably notified to UCUK by Media Partner (“Event Advertising”). All such Event Advertising will be at UCUK’s sole discretion and subject to receipt of the Media Partner Content from Media Partner in accordance with clause 5. UCUK acknowledges that nothing in this Agreement shall confer on UCUK any right of ownership in the Media Partner Content.
Media Partner warrants that it owns or is licensed to use all Media Partner Content for the purposes of this Agreement and that the Media Partner Content shall not infringe the intellectual property rights of any third party, be defamatory, indecent or otherwise unlawful.
During the term of this Agreement, UCUK hereby grants Media Partner a non-exclusive, royalty free licence to use any content or material supplied by UCUK to Media Partner (“UCUK Content”) in the Advertising subject to any instructions or brand guidelines as may be reasonably notified to Media Partner by UCUK. Media Partner acknowledges that nothing in this Agreement shall confer on Media Partner any right of ownership in the UCUK Content.
UCUK warrants that it owns or is licensed to use all UCUK Content for the purposes of this Agreement and that the UCUK Content shall not infringe the intellectual property rights of any third party, be defamatory, indecent or otherwise unlawful.
Press passes issued by UCUK for the Event are for the registered representative only and are not transferable. Press passes will only be issued to those who have valid press/media accreditation and all press passes are issued in accordance with the terms and conditions for the press passes issued by UCUK from time to time. Representatives will be required to present valid accreditation onsite.
Press pass registration forms must be received by UCUK at least 7 days prior to the Event.
UCUK retains the right to limit or ban the access of press to the Event and/or any individual sessions at the Event.
In any editorial, Media Partner is required to name the Event as the information source, accredit “Uganda Convention UK” as the event organiser, and send a copy of any article(s) to UCUK within 14 days of publication.
Media Partner warrants that it will comply with all applicable laws and regulations in relation to the performance by it of its obligations under this Agreement.
Media Partner will ensure it abides with all applicable data protection laws the territories in which it operates. In particular all emails will only be sent to individuals who have consented to receive marketing communications by email.
Media Partner shall indemnify UCUK on demand against any and all losses, liabilities, claims, demands, damages, costs and expenses (including reasonable legal fees) suffered or incurred by UCUK and arising out of or in connection with any breach by Media Partner of the terms of clauses 7, 15 and 16.
UCUK may terminate this Agreement if:
Media Partner fails to observe or perform any of the Agreement terms and conditions; b. Media Partner becomes bankrupt or makes an arrangement or compromise with his creditors or, being a Company, enters into liquidation whether compulsory or voluntary (save for the purposes of amalgamation and/or reconstruction) or suffers the appointment of a receiver, administrative receiver or administrator, or enter into or suffers any similar insolvency procedure under any jurisdiction; or c. Media Partner fails to respond to communications (including but not limited to emails) sent by UCUK within 14 days of UCUK sending such communications.
In the event that the facility in which the event is to be held or is held is destroyed or becomes unavailable for occupancy, for reasons beyond the reasonable control of UCUK, or if for any reason the event is cancelled or curtailed, UCUK will not be responsible for any loss of business, loss of profits, damage or expense of whatever nature that Media Partner may suffer. The reasons listed include, but are not limited to, such reasons as: casualty, explosion, fire, lightning, flood, weather epidemic, earthquake or other Acts of God, acts of public enemies, riots or civil disturbances, strike, lockout or boycott or other force majeure events.
The Media Partner shall not assign any right or obligations under this Agreement without the prior written consent of UCUK.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements or arrangements, written or oral, between the parties in relation to such matters. No amendment, variation or modification of this Agreement shall be deemed valid unless it is in writing and signed by the parties.
In the event of a conflict between any Order Form or these Media Partnership Terms and Conditions, the parties agree that the Order Form shall prevail.
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement but this clause 22 does not affect a right or remedy of a third party which exists or is available apart from that Act.
Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency of any kind between the parties.
No failure or delay by either party in exercising any of that party’s rights or remedies under this Agreement shall operate as a waiver of those rights or remedies. No right or remedy of either party under this Agreement shall be deemed to be waived unless the waiver is in writing and signed by both parties. No waiver of any breach of this Agreement is a waiver of any subsequent or other breach.
If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
This Agreement shall be governed and construed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.