These terms and conditions (the “Terms”), together with the Sponsorship Order Form, constitute the agreement between Redhill Village Hall and the Sponsor for the sponsorship of the Event by the Sponsor. 

• Interpretation

In this Agreement, the following capitalised words and expressions have the meanings set out against them below.  

1. 1. Anti-Bribery Laws: the US Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 or any other applicable anti-bribery legislation.
   2. 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.
   3. Data Protection Laws means any applicable laws and regulations relating to the processing, privacy and use of personal data including GDPR,  national laws implementing the GDPR (including the UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), and any laws, regulations or secondary legislation, as amended from time to time implementing the same; and any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any national authority.

• Event(s): the event or events specified in the Sponsorship Order Form.

• Event Dates: the event dates specified in the Sponsorship Order Form or as rescheduled in accordance with this Agreement.

1. 1. Event Marks: Redstocks trade marks and service marks relating to the Event(s). 

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

1. 1. Force Majeure: has the meaning given in clause 11 of these Terms.
   2. GDPR: Regulation 2016/679 of the European Parliament and of the Council of April, 27 2016.
   3. Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, moral 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 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 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.

• Losses: actions, damages, claims, liabilities, costs, losses and expenses (including reasonable legal fees).

1. 1. Services: the services provided to the Sponsor on the terms of this Agreement.
   2. Representative means an individual representative of the Sponsor who is entitled to attend an Event as part of the Sponsorship Benefits.
   3. Sponsorship Benefits: the rights and benefits granted to the Sponsor in consideration for its sponsorship of the Event as more particularly specified in the Sponsorship Order Form.
   4. Sponsorship Fee: the fee payable by the Sponsor in consideration for the Services.
   5. Sponsor Marks: the Sponsor’s trade marks and service marks provided to Redhill Village Hall for the purposes of the Event.
   6. Term: the term of this Agreement, which shall be from the date the Agreement is signed by both parties, or, if earlier, the date Redhill Village Hall begins performing the Services, until the Event Date as specified in the Sponsorship Order Form, unless the parties agree otherwise, or the Termination Date if terminated earlier.

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

• Website: the website for the Event.

1. 1. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   2. A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.

• A reference to writing or written includes fax and email.

• Sponsorship Benefits

1. 1. 1. Redhill Village Hall shall provide the Sponsorship Benefits to the Sponsor on the terms of this Agreement.
      2. The Sponsor shall promptly comply with all reasonable instructions and directions issued by or on behalf of Redhill Village Hall in connection with the Event and its promotion (includingany instructions or directions given in relation to the use of the Event Venue). Redhill Village Hall shall not be responsible for any failure or delay in providing any of the Sponsorship Benefits where such failure occurs directly or indirectly as a result of the Sponsor’s failure or delay in complying with Redhill Village Hall’s reasonable instructions or directions.
   2. Intellectual Property Rights 
      1. Redhill Village Hall owns or has the right to use and reproduce the Event Marks. 
      2. The Sponsor grants to Redhill Village Hall a worldwide, non-exclusive, royalty-free, sub-licensable licence to use the Sponsor Marks:
         1. during the Term for any purpose in connection with this Agreement; and
         2. in perpetuity to promote and exploit the Events in any media including by use on promotional material, recordings and merchandising.
      3. If the Sponsor alters the Sponsor Marks at any time, Redhill Village Hall shall not be obliged to make any changes to materials that include the Sponsor Marks which have already been produced by or on behalf of Redhill Village Hall in connection with the Event (including reprinting promotional literature or publicity materials) unless the Sponsor agrees to meet the costs and expenses incurred by Redhill Village Hall as a result of such change.
      4. The Sponsor shall not use the Event Marks in any way that, in Redhill Village Hall’s reasonable opinion: 
         1. brings or is likely to bring Redhill Village Hall or the Event into disrepute; or
         2. indicates that Redhill Village Hall and the Sponsor are in partnership or any trading or commercial arrangement (other than in relation to the sponsorship of the Event)

• Invoicing and Payment

1. 1. 1. Redhill Village Hall (or a third party nominated  and confirmed by Redhill Village Hall in writing) shall invoice the Sponsor in accordance with the Sponsorship Order Form.
      2. The Sponsor shall pay each invoice submitted by Redhill Village Hall within 30 days of the date of the invoice, or, if the Event is scheduled to commence within 30 days after the date of the invoice, immediately on receipt, unless provided otherwise in the Sponsorship Order Form.
      3. The Sponsorship Fee is exclusive of any applicable value added tax or applicable sales tax (VAT). If VAT is chargeable, the Sponsor shall, on receipt of a valid VAT invoice, pay to Redhill Village Hall or its nominee such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
      4. If the Sponsor is required by law to make any deduction or withholding, the Sponsorship Fee payable shall be grossed up so that, after such deduction or withholding, the amount paid shall not be less than the Sponsorship Fee specified in the Sponsorship Order Form.
      5. If the Sponsor fails to make a payment due to Redhill Village Hall under this Agreement by the due date, then, without limiting Redhill Village Hall’s remedies under clause 16, the Sponsor shall pay interest on the overdue sum from the due date until payment of the overdue sum at the rate of 4% a year above the base rate of the Bank of England from time to time (or 4% if such base rate is below zero).
      6. All amounts payable by the Sponsor shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).

• Redhill Village Hall’s Rights and Obligations

1. 1. 1. Redhill Village Hall shall organise and host the Event and provide the Sponsorship Benefits in accordance with this Agreement, using reasonable skill and care. 

• Redhill Village Hall reserves the right, in its sole discretion, to schedule sponsored speaking slots as best suited to the Event programme.

• Redhill Village Hall reserves the right to exclude or remove from the Event any person whose presence or behaviour it reasonably considers to be undesirable or potentially unlawful, harmful, disrespectful or disruptive, whether or not such person is an employee, representative or  contractor of the Sponsor.

• Redhill Village Hall shall be responsible for arranging the  supply of publicity material and advertisements through appropriate channels, which shall bear the Event Marks.

1. 1. 1. Redhill Village Hall shall use its reasonable endeavours to ensure that all relevant Sponsor signage and advertising to be delivered as part of the Sponsorship Rights is properly in place and operational and not unreasonably concealed or obscured from view at any time.
      2. Redhill Village Hall confirms that, to the extent reasonably practicable, it will ensure that the Sponsor’s Marks will be presented in accordance with this Agreement and that the Sponsor’s Marks are incorporated into all relevant promotional, advertising and publicity material.
      3. Redhill Village Hall shall comply with all Applicable Laws relevant to its performance of this Agreement in connection with the Event.
      4. Redhill Village Hall shall take out adequate public liability insurance for the Event.

• Sponsor’s Obligations

1. 1. 1. The Sponsor is responsible for ensuring that its Representatives have all necessary up to date documentation, including tickets and other entry permits into any event and that it complies with allformalities and any applicable laws in the jurisdiction that the Event is being held.
      2. The Sponsor is responsible for arranging accommodation for its Representatives. Redhill Village Hall may provide details of nearby accommodation to assist if necassary. Redhill Village Hall is not reponsible for any bookings made by the Sponsor or Representatives directly with a hotel or via third party websites.
      3. The Sponsor shall: 
         1. be solely responsible for all costs that it incurs relating to its and its representatives’ and Representatives’ attendance at the Event (including any travel costs, costs of food and beverages, costs of any temporary staff hired for the Event and all costs incurred by the Sponsor (other than the Sponsorship Fee) in receiving the Sponsorship Benefits);
         2. procure that any individuals who attend the Event as Representatives on individual passes provided as part of the Sponsorship Benefits shall be made aware of Redhill Village Hall’s terms and conditions applicable to delegates to the extent that they are applicable to Representatives; and

• exhibit its promotional materials only at such area as may be designated by Redhill Village Hall for such purpose and may not distribute materials elsewhere in the Event Venue.

• All merchandise, trade fixtures, equipment and property of any kind which may be brought to the relevant Event Venue by the Sponsor shall be at the Sponsor’s sole risk and the Sponsor shall bear all responsibility for insuring any such property. Neither Redhill Village Hall nor its officers, agents or employees shall be liable to the Sponsor for damage to or loss of any such property or damage caused to persons or other property by any property which is brought to the Event Venue by the Sponsor.

• The Sponsor shall comply with, and shall procure that its Representatives comply with: 

• the hours and dates specified by Redhill Village Hall for installing, occupying and removing property and exhibits; and

• such health and safety and security regulations and policies applicable to the Event or the Event Venue.  

• Redhill Village Hall shall be entitled during the Event to require the Sponsor to remove any exhibits which Redhill Village Hall reasonably objects to, including printed matter, display items or other promotional materials.  

• Redhill Village Hall reserves the right to adopt any additional policy or regulation, move any exhibit, or take any further action as, in its reasonable opinion, would be beneficial for the Event.

1. 1. 1. Photographs and video recordings may be made at the Event by or on behalf of Redhill Village Hall, which recordings may include images of the Sponsor and its Representatives.  The Sponsor shall not obstruct or interfere in any way with such photography or recordings whether by or on behalf of Redhill Village Hall and hereby consents to Redhill Village Hall’s use of such recordings for commercial purposes. 
      2. The Sponsor may request from Redhill Village Hall (but Redhill Village Hall shall be under no obligation to provide) any photographs or video recordings made at the Event by or on behalf of Redhill Village Hall and, to the extent available and permitted by the terms of any licensing arrangements, Redhill Village Hall I may offer the Sponsor the option to purchase the non-exclusive right to use such footage or photography.  Alternatively, and at Redhill Village Hall’s sole option, Redhill Village Hall may make available any such photographs or video recordings subject to agreed terms.
      3. The Sponsor shall not do, or omit to do, (and shall procure that none of its employees, agents or contractors shall do, or omit to do) anything which may: 
         1. bring the Event into disrepute; 
         2. disparage the Event or Redhill Village Hall; or
         3. be otherwise prejudicial to the image or reputation of the Event or Redhill Village Hall.

• The Sponsor warrants and represents that it has and shall maintain in force a valid policy of insurance for professional and public liability to cover claims arising from the activities of the Sponsor and/ or its employees, agents or contractors in relation to the Event.

• The Sponsor acknowledges that Redhill Village Hall makes no representations or warranties in relation to the number of delegates at the Event or the industry sector represented by them.

• Confidentiality

1. 1. 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 7.1 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 Contract; 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 are directly involved in the provision of the Services 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. 1. In this clause 8, the terms “personal data”, “data subject”, “controller”, “processor”, “personal data breach” and “processing” shall have the meanings ascribed to them under the Data Protection Laws.  
   2. Redhill Village Hall shall, in relation to any processing of personal data, comply with its obligations under its Privacy Policy: https://redhill.live/privacy-policy/
   3. Each party shall: 
      1. comply with all applicable requirements of the Data Protection Laws; and
      2. process any personal data which it obtains or holds under or in relation to this Agreement only for the purposes of carrying out its obligations under this Agreement.
   4. On the disclosure of the attendees’ personal data, the Sponsor becomes the data controller of that personal data and is responsible for compliance with relevant Data Protection Laws.

Cancellation, Postponement or Change of Event Venue by Redhill Village Hall 

1. Redhill Village Hall shall notify the Sponsor in writing as soon as reasonably practicable if it becomes necessary for any reason for Redhill Village Hall to cancel, change the date of or relocate the Event. 
2. If Redhill Village Hall cancels the Event in accordance with clause 9.1, the Sponsor shall be entitled to a refund of the Sponsorship Fee (or, if any Sponsorship Benefits have already been received prior to the Termination Date, the proportion of the Sponsorship Fee representing the Sponsorship Benefits not yet provided).
3. If Redhill Village Hall postpones, changes the date of or relocates the Event, your Sponsorship Benefits will continue to be delivered and transferred to the revised date or location.  In these circumstances.the Sponsor shall not be entitled to a refund of the Sponsorship Fee.
4. The Sponsor shall obtain, at its own expense, appropriate insurance against any risk of loss associated with the Event being cancelled, postponed, rescheduled or relocated. 

• Cancellation by Sponsor

If the Sponsor wishes to cancel its sponsorship of the Event it must notify Redhill Village Hall in writing as soon as possible but shall in any event remain liable for the full amount of the Sponsorship Fee.

1. Force Majeure
   1. In this clause, “Force Majeure” means circumstances which are beyond the reasonable control of Redhill Village Hall and which are reasonably likely to affect Redhill Village Hall s successful delivery of the Event or would make it inadvisable, impracticable, illegal, or impossible for a party to perform its obligations as originally contracted under this Agreement, including, in each case within, or having an effect within the vicinity of, the Event Venue: fire, flood, earthquake, extreme adverse weather conditions, failure of electric power, gas, water, or other utility service, collapse of building structures, widespread disease or other public health emergency (including pandemic or epidemic), the outbreak or declaration of war, act of terrorism, revolution or government orders or action, including the declaration of a State of Emergency or Coup d’état.
   2. If, as a direct result of Force Majeure, Redhill Village Hall cancels the Event, Redhill Village Hall shall use its reasonable endeavours to reschedule the Event. 
   3. If Redhill Village Hall is unable to reschedule the Event in accordance with clause 11.2, it shall refund any part of the Sponsorship Fee as soon as reasonably practicable.
   4. Without prejudice to Redhill Village Hall’s obligation to refund the Sponsorship Fee to the Sponsor, Redhill Village Hall accepts no liability and will not be liable for any compensation where the performance of its obligations under this Agreement is affected by or as a result of Force Majeure.

• Anti-Bribery

• Each party undertakes that it shall not, directly or indirectly pay, offer, give or promise to pay or authorise the payment of any monies or other items of value to: 

1. 1. 1. an official or employee of a government department, agency or instrumentality, state-owned or controlled enterprise or public international organisation; 
      2. any other person at the suggestion, request or direction or for the benefit of any of the above-described persons 

if any such payment, offer, act or authorisation is for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or engaging in acts or transactions otherwise in violation of the Anti-Bribery Laws.

• Each party shall maintain in place throughout the term of this Agreement appropriate policies and procedures to ensure compliance with the Anti-Bribery Laws and shall enforce them where appropriate.

• Modern Slavery

• The Sponsor shall at all times comply with the Modern Slavery Act 2015 and shall make all reasonable endeavours to ensure compliance with the same by its suppliers.

1. 1. 1. Redhill Village Hall shall have the right to terminate this Agreement with immediate effect if it has reason to believe that the Sponsor is in breach of its obligations under clause 13.1. 

• Indemnities

1. 1. 1. The Sponsor shall indemnify Redhill Village Hall (for itself and on behalf of its 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 the Sponsor Marks by Redhill Village Hall in accordance with this Agreement infringes any Intellectual Property Rights of any third party; 
         2. a third party claim arising as a result of any breach by the Sponsor of its obligations under clause 6; or 
      2. Each party shall indemnify the other party (for itself and on behalf of its Group Companies, 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 the other party of its obligations under clause 8 (Data Protection).
      3. Redhill Village Hall shall indemnify the Sponsor from and against all Losses arising out of or in connection with:
         1. any claim that the use of the Event Marks by the Sponsor in accordance with this Agreement infringes any Intellectual Property Rights of any third party; 

• any claim that the Sponsor’s use of content or materials that have been provided by Redhill Village Hall to the Sponsor in accordance with this Agreement infringes any Intellectual Property Rights of any third party.

• Upon receipt by a party entitled to indemnification under clauses 14.1 above (an “Indemnified Party”) of notice of a claim, action or proceeding in respect of which indemnity 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 and control the defence of any litigation or proceeding 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. 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. 1. 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. breach of any other liability which cannot be limited or excluded by applicable law.
      2. Subject to clause 15.1, 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 15.4, 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 Sponsorship Fee paid or payable under this Agreement.
      4. The limitations and exclusions of liability set out in this clause 15 shall not apply in respect of:
         1. any liability of either party arising under the indemnities provided in clause 14; or
         2. the Sponsor’s obligation to pay undisputed invoiced charges which have already become due and payable.
      5. Each party shall comply with its common law duty to mitigate loss.
   2. Termination
      1. 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 takes any step or action in relation to its entering administration, liquidation 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
         3. 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.
      2. Without affecting any other right or remedy available to it, Redhill Village Hall may suspend the Services if the Sponsor fails to pay any amount due under this Agreement on the due date for payment, the Sponsor becomes subject to any of the events listed in clauses 16.1(b) or 16.1(c) or Redhill Village Hall reasonably believes that the Sponsor is about to become subject to any of them.

• Consequences of termination

1. 1. 1. On termination of this Agreement for any reason, the Sponsor shall immediately pay all outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, Redhill Village Hall (or a third party nominated by Redhill Village Hall) shall submit an invoice, which shall be payable by the Sponsor immediately on receipt.
      2. 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.
   2. Assignment
      1. Neither Party shall  assign, subcontract, delegate or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld).

• Amendment

This Agreement may not be amended without the written agreement of both parties.

• 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 relating to that subject matter.

• Governing Law and Jurisdiction

1. 1. This Agreement shall be governed by and construed in accordance with the laws of England.
   2. The parties agree that, subject as provided below, the English courts shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation, provided that nothing in this clause shall limit the right of Redhill Village Hall to take proceedings against the Sponsor in any other court of competent jurisdiction, nor shall the taking of proceedings by Redhill Village Hall in any jurisdiction preclude it from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.