1. ACCEPTANCE OF TERMS

Spontzer (“Spontzer”) owns and provides online services that facilitates online sponsoring and provides matchmaking solution for sponsors and event organisers (collectively the “Services”) on the platform called Spontzer.com (the “SPONTZER”)

By creating a profile on SPONTZER, by accessing and using the Services, the event organiser (hereinafter as “Organiser”) and Sponsor (hereinafter the “Sponsor”) – (collectively hereinafter named the “Customers”) agree to accept the terms and conditions set forth below (the “Terms of Use”) on behalf of themselves and / or their companies, or represented person / company, and that this relationship(s) are and will be bound by the Terms of Use. If the Customers do not agree to be subject to these Terms of Use, they are requested to immediately stop using the Services. By continuing to use the Services, the Customers automatically agree to be bound by these Terms of Use.

Spontzer reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time, with or without notice to the Customers. The Customers are kindly invited to check these Terms of Use, available on the SPONTZER website, subject to changes from time to time. The continued use of the Services after the posting of any changes to the Terms of Use will signify the acceptance by the Customers of those changes.

2. SCOPE OF AGREEMENT

These Terms of Use cover the use of the Services, including, but not limited to, the process by which the Customers finance the events, find, consult, post, advert, manage events, profiles, and/or contact Organiser/Sponsor, and/or conclude, manage the deals between Sponsors and Organisers through the Services on the SPONTZER platform. Customers agree that these Terms of Use apply to the above mentioned uses of the Services.

3. CHANGES TO THE SERVICES

Spontzer has the right to change or modify, upgrade, add to, or discontinue the Services or any portion or feature thereof at any time without notice. Spontzer also reserves the right to assign any rights, licenses, or obligations arising out of or relating to these Terms of Use without restriction and on its own discretion.

4. REGISTRATION AND USAGE

Customers must register and create a profile on SPONTZER to access and use the Services. If Customers are registering on behalf of a company (ies), by registering, they confirm and agree that they have the requisite authority to register on behalf of such company (ies). The same applies if the Customers act on behalf of other person(s). The email address provided during the registration will be the login for the SPONTZER account. Each account must have a unique email address and Customers agree to not create more than one account under the same email address.

Customers warrant that any information provided during registration or at any time thereafter is true, accurate and complete and that Customers will update all such information as necessary to maintain its truth, accuracy and completeness. Failure to do so shall constitute a breach of these Terms of Use. Customers shall be responsible for maintaining the confidentiality of their own password, and will be solely liable for all actions taken via their account and under their password, whether or not made with their knowledge or authority. Customers further agree that any credit card or payment gateway information provided during registration or at any time thereafter is valid and that the Customers have authority to authorize payments from such credit card or account.

By registering, Customers agree to use the Services only for the purposes advertised on the SPONTZER website or in any other marketing material published by SPONTZER. Customers agree to not post content or perform any action on SPONTZER that infringe, violate someone else’s rights or otherwise violate the national/international law or might have such or similar consequences.

By registering, Customers confirm that they are a valid business desiring to use the Services with aim to find, obtain/provide sponsoring, also find events, advertise the business and/or to conclude the deals for sponsoring. Any information provided about Customers’ business (information about event, exhibition or other) or contact information (such as email addresses, banking account number and phone numbers and etc.) must be valid and accurate contact information.

5. THE Spontzer ADVERTISING/MARKETING NETWORK

In order to maximize the exposure of the SPONTZER business online and the deals between the Organiser and Sponsor made through the Services, Spontzer can, at its sole discretion: enter into agreements with third party businesses in order to create a profile page of SPONTZER website or on third party’s websites; optimize any current or future Internet listings for Customers’ business; take advantage of search engine marketing; lead generation or social networking opportunities; advertise Consumer`s business through media means, and perform any other acts it deems appropriate to increase traffic and use of the Services (the “Spontzer Marketing Actions”).

The Spontzer Marketing Actions will include any and all search engine marketing, lead generation or social networking that Spontzer undertakes on behalf of the Customers or to promote the Services and generate traffic to increase the number of sponsoring deals concluded through the SPONTZER, including but not limited to marketing and advertising effected through any of the Spontzer Marketing Actions.

From time to time, at its sole discretion, Spontzer may make specific offers to Customers to participate in the Spontzer Advertising Network. The terms and conditions of these offers will be available to the said Customers at the time of the offer and acceptance of the offers will be at the Customers’ sole discretion.

6. FEES/PRICING; PAYMENT TERMS

The fees for using the SPONTZER platform are indicated on the SPONTZER website.

If Customers choose the paid package(s) or additional options as set forth on the SPONTZER website or in any other Spontzer agreement(s) or in Terms of Use, they agree to pay all charges for the Services as indicated on SPONTZER website, in the respective agreement, or in Terms of Use.

The Customers agree that the address, the email address, fax and any other details they provide in their account settings are valid business addresses and that Spontzer may invoice these Customers at such addresses/numbers or through other electronic or facsimile communications.

Any charges invoiced by Spontzer are exclusive of all taxes, levies, or duties imposed by the taxing authorities, and Customers shall be responsible for payment of all such taxes, levies, or duties, excluding only United Kingdom taxes based solely on Spontzer’s income. All fees paid to Spontzer by pursuant to these Terms of Use are nonrefundable.

Spontzer reserves the right, at any time and at its discretion, to change any fees and any other pricing terms for the Services or additional features on SPONTZER website. Any changes shall be posted on the SPONTZER website or communicated to the Customers per email/fax/mail or other means and will be effective immediately after a prior notification of 1 week to the Customers.

7. PAYMENT AUTHORIZATION; INVOICING

Spontzer will invoice the Customers on a monthly, yearly or single (depending on the chosen packages/service for Services) basis, in advance, for all amounts due to Spontzer. Each invoice shall set forth the fees to be incurred in the forthcoming month (hereinafter the “Spontzer Invoice”). Spontzer agrees to post each Spontzer Invoice on the Customers’ online account within one week of the first day of the applicable calendar month (hereinafter the “Invoice Posting Date”) or in case of the single payment at latest one week after the paid Services have occurred/have been concluded.

By providing a credit card or any other payment information either during registration or at any time thereafter, each Organiser or Sponsor warrants that such credit card or payment gateway is correct and valid, and authorize Spontzer to charge such credit card or payment gateway for amounts due under the Spontzer Invoices pursuant to the payment schedule set forth in present section below.

Payment Schedule:

For each Spontzer Invoice, Spontzer will charge to the credit card or payment gateway, listed in the Customers’ account, all undisputed amounts of such Spontzer Invoice at the day of the Invoice Posting Date. Customers are responsible for logging in and timely reviewing any Spontzer Invoice. All amounts on Spontzer Invoice shall be deemed to be undisputed unless you submit a disputed charge claim to Spontzer pursuant to Section 9, below. Once an amount has been charged to a Customers’ credit card or payment gateway, it is nonrefundable.

8. NONPAYMENT

If, for whatever reason, Spontzer charges the Customers’ credit card or payment gateway pursuant to Section 7, above, and the payment does not go through, Spontzer reserves the right to suspend their access to the Services. If the Customers fail to pay the applicable invoice within 10 days of the date of suspension, or to otherwise negotiate a payment plan for all amounts then due, Spontzer reserves the right to cancel the Customers account. In the event Spontzer cancels the account for non-payment, all amounts due and unpaid to Spontzer for use of the Services shall become immediately due and payable.  In the event of non-payment and the exhaustion of the procedures set forth in this section, Spontzer reserves the right to seek payment using any remedies allowed to it by law.

9. DISPUTED CHARGES

If the Customers wish to dispute any fees or charges invoiced by Spontzer, the Customers agree to submit the disputed fee or charge to Spontzer no later than five (5) business days after the Spontzer Invoice containing the disputed fee or charge is sent for payment. The Customers are responsible for logging in and timely reviewing any Spontzer Invoice. Each Organiser and Sponsor may submit a disputed fee or charge by contacting Spontzer by registered mail. Spontzer agrees to review said dispute and work with the concerned Organiser or Sponsor to find a timely and best solution.

10. ELECTRONIC COMMUNICATIONS

Spontzer reserves the right to contact the Customers from time to time for feedback about the Services, special announcements and for service and support related issues through e-mail, facsimiles, text or voice messages, or notices posted on SPONTZER website. Notices will be deemed effective at the time they are sent by Spontzer or as of date they are posted, regardless of whether the Customers actually read any such notices.

Customers may opt-out of receiving notifications through the Services by logging into the account and changing the notification settings; opting-out of such notifications, however, will limit the effectiveness of the Services. Customers may not opt-out of receiving notifications relating to support of the Services or other notices as required by law.

Customers consent that any emails, surveys, other information or feedback provided to Spontzer through the SPONTZER platform or via any other medium, except for Personally Identifiable Information can be used by Spontzer in any manner, including but not limited to testimonials, reviews and ratings on Spontzer or third party websites.

11. INTELLECTUAL PROPERTY

Spontzer grants you a license to use the Services in accordance with these Terms of Use. Customers agree not to copy, modify, reformat, rent, lease, lend, frame, create derivative works, download, store, reproduce, upload, reprocess, make a commercial use of, or distribute the Services. Spontzer reserves all rights to the Services not expressly granted in these Terms of Use.

Spontzer retains all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the Services (collectively the “Spontzer Intellectual Property”) that are the exclusive property of Spontzer and/or its licensors. Spontzer does not transfer any rights of Spontzer Intellectual Property to Customers.

Content of the Services that incorporates or includes any of the Spontzer Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Spontzer or the rightful owner, as applicable.

12. CONFIDENTIAL INFORMATION

Confidential Information is any oral, written, graphic or machine-readable information disclosed by Spontzer that is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential. Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services. Customers agree to not disclose or use any Confidential Information without the prior written consent of Spontzer, and to maintain the confidentiality of the Confidential Information.

13. ORGANISERS AND SPONSORS WARRANTIES

It is the Customers responsibility to use the Services properly and effectively. By using the Services Customers warrant that: they will use the Services only for the purposes advertised on the SPONTZER website or any other marketing material provided by Spontzer; that Customers are a valid business desiring to use the Services with the aim to find or provide sponsoring and/or to conclude the sponsoring deal on SPONTZER; that any information provided, among such are e-mail, business addresses, phone numbers, event details, payment details and other, is valid and active information. Any breach of this section will result in termination of the Customer’s account on SPONTZER. Spontzer reserves the right to pursue any remedies available to it by law or in equity for any breach of this Section.

14. ORGANISER’S AND SPONSOR’S RESPONSIBILITIES

Organiser is responsible to furnish Sponsor with all the requested information about the event Sponsor is interested to sponsor. Sponsors respectively are responsible to provide financial support (sponsoring) for the selected event.

Customers are responsible for ensuring that they can fulfil all parts of sponsoring deal engagements made through the Services. Customers are also responsible for communicating changes directly to their counterparts (respectively Organiser or Sponsor). Customers are responsible for checking their accounts regularly in order to be able to find matching events, propose sponsoring for respective events, or request/answer the sponsoring for the event. Customers are responsible on their own for managing and closing the sponsoring deal. The sponsoring deal is automatically closed and the amount of money requested by the Organiser is automatically debited from the account of the Sponsor after the Sponsor has purchased the chosen sponsor-package(s) on the SPONTZER website. Customers agree to receive or provide the financing for the event(s) by using the online payment solutions chosen by Spontzer and provided on SPONTZER website.

Customers are also responsible for all equipment required to access the Services, including (but not limited to):

• a properly configured internet enabled device compatible to SPONTZER;

• a functioning and valid email address;

• any required software, including an accepted browser (currently Internet Explorer version 8.0 or later, Mozilla Firefox Version 1.5 or later, Google Chrome, Apple Safari) that is configured to accept cookies, download images, and run JavaScript; and

• any other equipment needed to access the Services.

When using the Services Customers must comply with all laws and restrictions, including United Kingdom laws and regulations, to which the Services are subject.

15. USE OF THE SERVICES

Customers may not use the Services in any manner that is illegal or harmful to the Services or Spontzer. Among other restrictions, Customers agree not to:

• Use the Services through unauthorized interfaces or protocols;

• Transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, offensive, vulgar, obscene, defamatory, invasive of personal privacy, harassing, threatening, or otherwise objectionable;

• Translate, reverse-engineer, decompile, disassemble, modify, or make derivative works from the Services or Services software (accept as applicable law expressly permits);

• Remove, obscure or alter any notices or indications of rights in or to the Spontzer Intellectual Property;

• Interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from any Spontzer servers;

• Take any action that imposes an unreasonable or large load on Spontzer’s infrastructure;

• Upload invalid data, viruses, worms, or other harmful software to the Services;

• Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Services, unless expressly permitted by Spontzer;

• Use the Services in a way that disables the Services or prevents or inhibits anyone from using the Services; or

• Impersonate any person or entity in order to use, or through use of, the Services.

Customers agree not to allow or consent any third party to act in the above mentioned manner.

16. CUSTOMERS SUBMISSIONS

Materials, including but not limited to text, software, data, images, graphics, photos, audio, audiovisual, videos, and content of any nature provided by Spontzer (“Content”) or by Customers (the “Submissions”) to the Services website is owned by the party contributing such content. Customers are solely responsible for their own Submissions. By transmitting their Submissions, Customers warrant that they have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit, such content. Customers agree that they will not submit in the Submissions material that is or contains the intellectual property of a third party that they do not have permission to use.

Customers shall retain all of their ownership rights in their Submissions; however, by submitting material to Spontzer, Customers grant Spontzer the irrevocable, fully transferable right to use, reproduce, distribute, modify, transmit, prepare derivative works of, display and produce the material in connection with the Services and Spontzer’s business, and to grant these rights to the third parties. To the extent Customers do not have ownership rights to any of the Submissions, Customers shall indemnify Spontzer for any claim regarding Spontzer’s use of the Submissions.

Spontzer does not guarantee any confidentiality with respect to any Submissions and will not treat any Submissions as confidential. When using the Services, Customers may be exposed to Submissions from a variety of sources, and Spontzer is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submissions, which may be inaccurate, infringing, offensive, indecent, or objectionable.

17. LINKS TO THIRD PARTY SITES

Customers may encounter hypertext links to websites operated by parties other than Spontzer during Customers use of the Services and on SPONTZER website. Spontzer does not control such websites and is not responsible for nor can guarantee the content of such websites. Unless otherwise explicitly stated, the inclusion of any hypertext links to such websites in the Services or on SPONTZER website does not imply any endorsement by Spontzer of the material on such website or any association with their operators.

18. COOKIES

Spontzer may store or retrieve information on your browser in the form known as “cookies”. Cookies are used in order to provide the Customers with friendly and faster user experience. Usually cookies help to collect additional website usage data and to improve our Services. A cookie is a small data file that is stored temporarily to Customers’ computer’s hard disk.

For the moment Spontzer uses session cookies. These cookies are critical and essential for the functioning of the SPONTZER platform. These cookies track Customers’ name and session ID (a unique number of the log in session of each Sponsor or Organiser). Such cookies help to keep the Customers logged in while browsing on the SPONTZER platform.)

Cookies mentioned above are used on the SPONTZER webpage and as well on the websites of the other third parties who have integrated SPONTZER widgets, share buttons or which have installed SPONTZER software.

Services provided by the third parties where the Customers have an account or use these services, which allow to share information, watch videos and so on, are subject to the privacy policy of those third party service providers. Such services enables Spontzer to provide enhanced functionality and more features on SPONTZER website and platform, but the use of the data collected through these cookies by third parties are under the rule of their privacy policy.

19. DISABLING COOKIES ON YOUR BROWSER

Customers can instruct their browser to stop accepting cookies or to request permission each time they visit the websites. For these Customers need to change the settings in their browser. Please refer to the user’s manual of your browser to disable cookies. However, some SPONTZER services may not work properly if cookies are disabled.

20. PROTECTION OF PERSONAL DETAILS

Spontzer is doing the best to ensure the security of the personal information the Customers have entered. Personal information is protected by encrypting the data provided using the secure socket layer technology (SSL). However these technologies used are not error free, thus it is up to the Customers to decide whether they want to provide information on SPONTZER platform. For more information on the privacy policy please refer to our privacy policy terms.

21. INFORMATIONS SHARING

Spontzer may share information, including personal information within the Spontzer subsidiaries, affiliates and other entities forming the part of Spontzer.

22. TERMINATION

Upon termination of the use of the Services for any reason, all of the rights to access and use any and all parts of the Services shall immediately terminate. In the event of such termination, Customers agree to remove any and all Content provided by Spontzer from all of their hard drives and any other storage media and to destroy all copies of the Content in their possession.

23. OUR RESPONSIBILITIES

Spontzer is not responsible for providing assistance or support to Customers and other parties, including error corrections, upgrades, support, updates, bug fixes, enhancements, or other types of support. Customers agree that Spontzer has no liability or responsibility for the storage or deletion of any Submissions. Spontzer reserves the right, but not the obligation, to remove any Submissions at its discretion. Spontzer may monitor the use of the Services, to the extent permitted by law, to ensure compliance with these Terms of Use, satisfy legal requirements, or protect Spontzer’s rights and the right of the third parties.

24. SOLE REMEDY

Customers and third parties only remedy for any dispute with Spontzer is to stop using the Services, unless otherwise provided by law or the competent courts.

25. JURISDICTION

These Terms of Use shall be interpreted and governed by and construed in accordance with the laws of the United Kingdom, with regard to its conflicts of laws rules. Any claim or dispute under these Terms of Use or use of the Services by Customers shall be brought before the competent courts of the United Kingdom and Customers agree also to submit to the personal jurisdiction of these courts for the purposes of litigating any such claim or action.

26. ENTIRE AGREEMENT / TRANSLATION / INTERPRETATION

These Terms of Use as posted on the SPONTZER website and any operating rules for the Services established by Spontzer constitute the entire agreement between Spontzer and the Customers regarding the use of the Services. If any provision of these Terms of Use should be held illegal or unenforceable by a court with jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Terms of Use if no such modification is possible, and the other provisions of these Terms of Use shall remain in full force and effect. The section headings used are for convenience only and shall not be given any legal significance.

27. NO WAIVER

A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.

28. Governing Law AND Dispute Resolution

The laws of the United Kingdoms shall exclusively govern all disputes and all other proceedings outcoming of the connection and the content of the SPONTZER platform and the Services. The Courts the United Kingdom shall have exclusive jurisdiction over all disputes and all other proceedings related to the content and the connection to this Site.

29. WARRANTY DISCLAIMER

The Services are provided “AS IS,” “WITH ALL FAULTS,” and “AS AVAILABLE.” CUSTOMERS AGREE THAT THE USE OF THE SERVICES SHALL BE AT THEIR SOLE RISK. Spontzer does not guarantee that Customers will be able to access the Services at all times or places, that Spontzer will have adequate capacity for all Customers, OR THAT THE SERVICES WILL BE OPERABLE with all equipment. TO THE FULLEST EXTENT PERMITTED BY LAW, Spontzer, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, including implied warranties of merchantability, suitability, quality, accuracy, fitness for particular purposes and non-infringement. Spontzer MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY WEB SITES LINKED TO THE SERVICEs or the services provided by the third parties. Spontzer DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEB SITE OR FEATURED IN ANY ADVERTISING, AND Spontzer WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMERS AND ANY THIRD PARTY.

The Services are offered by Spontzer from the United Kingdom. Spontzer makes no representations that the Services are appropriate or available for use in other countries. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

30. LIMITATION OF LIABILITY

IN NO EVENT SHALL Spontzer, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO CUSTOMERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SERVICES CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, (VII) CUSTOMERS SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VIII) CUSTOMERS USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING CUSTOMERS’ DATA) INCURRED AS A RESULT OF THE USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTIONS.

Contact:

Spontzer

c/o Hesham Barr

1A Courtenay Towers, Courtenay Terrace, Hove, East Sussex, BN3 2WF.

Commission Agreement

By registering as a member of the site you agree to be bound by the following:

This Sponsorship Sales Representation Agreement (“Agreement”) is entered into by becoming a member of the site (the “Effective Date”) by and between:

Hesham Barr, 1A Courtenay Towers, Courtenay Terrace, Hove, East Sussex, BN3 2WF.

(“Hesham Barr“)

and 

Member

(the “Owner”).

This Agreement sets forth the terms of the relationship between Hesham Barr and the Owner in relation to securing sponsorship on the spontzer.com platform. The Owner agrees to engage Hesham Barr on the following terms and conditions.

The following terms shall, where used in this Agreement and where the context so admits, have the following meanings:

“Commission” means the commission the Owner will pay to Hesham Barr in relation to any Sponsorship Agreements entered into between the Owner and a Sponsor as set out in this Agreement;

“Consultancy Fees” means the fees paid by the Owner to Hesham Barr in relation to the services carried out in Clause 2;

“Potential Sponsor” means a third party which is not a Sponsor;

“Sponsor” means a company with whom a Sponsorship Agreement is entered into;

“Sponsorship Agreement” means the agreement to be entered into between the Owner and the Sponsor in connection with the Sponsorship Rights;

“Sponsorship Rights” means the contractual rights, to be granted by the Owner, for the Sponsorship Term;

“Sponsorship Term” means the duration of the Sponsorship Agreement to be agreed in writing between the Owner and the Sponsor.

• 2.          Scope of Services       

2.1    Hesham Barr shall use his best endeavours, using its resources, assets and contacts to engage with the market and secure Sponsors for the Owner. 

2.2    Hesham Barr’s obligations shall include, without prejudice to the generality of the foregoing, analysis of the marketplace, preparation of sales materials, identification of Potential Sponsors, contacting Potential Sponsors, preparing and scripting the message to such Potential Sponsors, delivering marketing presentations, and negotiating the heads of terms of the Sponsorship Agreement.

2.3    Hesham Barr shall perform his obligations under this agreement in close consultation and co-operation with the Owner. Hesham Barr shall exercise due skill, care and diligence in performing his obligations, and shall use only suitably qualified and experienced employees. In performing its obligations, Hesham Barr shall comply with all reasonable instructions of the Owner.

2.4    In the event that Hesham Barr has directly communicated with a Potential Sponsor and the Potential Sponsor thereafter communicates orally or in writing directly with the Owner in respect of sponsorship, the Owner shall refer the Potential Sponsor to Hesham Barr to discuss and negotiate on behalf of the Owner the terms of a Sponsorship Agreement and Hesham Barr shall be entitled to Commission pursuant to clause 4.4.

• 3.         Term & Termination

3.1    The term of this Agreement (the “Term“) shall be deemed to have commenced on 19 October 2017, subject to earlier termination under Clauses 3.2 or 3.3 below and shall continue in full force until terminated by either party..

3.2    Either party may terminate this Agreement forthwith:

3.2.1 Upon a material breach of any term, representation, or covenant by the other party or, if such breach is capable of remedy, if such breach remains uncured for thirty (30) days following written notice to the breaching party specifying the breach in reasonable detail and demanding its cure; or

• 3.3       The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the parties and any provision hereof which relates to or governs the acts of the parties hereto subsequent to such expiry or termination hereof shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.

• If this Agreement is terminated by the Owner under Clauses 3.2 then, subject to Clause 3.5, Hesham Barr shall not be entitled to any remuneration or compensation of any nature whatsoever and without prejudice to the generality of the foregoing, Hesham Barr shall not be entitled to any fees or Commission, or any further fees or Commission, under Clause 4.

• If this Agreement terminates or expires for any reason and in any circumstances before the Owner has entered into a Sponsorship Agreement then:

3.5.1 Unless the Agreement is terminated by the Owner under Clauses 3.2.1 or 3.2.2, then upon such termination or expiration the parties shall draw up and agree a list of companies introduced by Hesham Barr and with whom Hesham Barr has engaged in meaningful discussions (being a face-to-face meeting, a conference call, or detailed email correspondence as recorded in a client contact register maintained for this purpose) regarding a Sponsorship Agreement and such list shall include the date upon which the last discussions in relation to a Sponsorship Agreement were held by Hesham Barr with such company, and then should the Owner proceed to enter into a Sponsorship Agreement with any such company within a period of 12 months from the date upon which the last discussions in relation to a Sponsorship Agreement were held by Hesham Barr with such company then the provisions of Clauses 4.2 and 4.3 shall apply mutatis mutandis to such Sponsorship Agreement and any Commission shall be calculated and paid to Hesham Barr accordingly; and 

3.5.2 Save only as provided in Clause 3.5.1, Hesham Barr shall not be entitled to any remuneration or compensation of any nature whatsoever including (but not limited to) any fees or Commission under Clause 4 in the event that the Owner enters into a Sponsorship Agreement at any time thereafter.

3.6    Upon expiration of the Agreement, both parties will meet and discuss possible renewal of the Agreement, the Terms of which are open to renegotiation. 

• 4.          Fees      

4.1    Hesham Barr shall operate on a commission only basis.

4.2    Hesham Barr shall be entitled to receive Commission in connection with any Sponsorship Agreement they have facilitated that is entered into by the Owner during the Term. This Commission shall be paid within 30 days of the Owner receiving an invoice from Hesham Barr. The Sponsorship Agreement contract value against which the commission is to be paid is the gross revenues net of VAT, together with the agreed value of any in-kind benefits net of VAT (including actual cost savings to the Owner) provided by the Sponsor (both parties will agree on the real saving to the Owner of any value in kind benefits included in the Sponsorship Agreement). 

• The Commission rate is 15% on the gross revenue net of VAT generated per Sponsorship Agreement per annum including renewals.

• 5.          Project Management

5.1    The project will be managed by Hesham Barr and team.  

• 6.          Confidentiality

6.1    Each party agrees to keep strictly confidential all Confidential Information provided by the other party in connection with this Agreement, including the terms and conditions contained herein. “Confidential Information” includes any secret, proprietary or non-public information which relates directly or indirectly to the other party’s business, including without limitation, financial information, data, ideas, concepts, customer lists, business activities and operations and trade secrets. Neither party shall disclose any Confidential Information of the other party without the express written consent of the other party.

• 7.          Warranties & Indemnification

7.1    Each party represents and warrants that it has the authority, legal capacity and power to execute, deliver, and fully perform its obligations under this Agreement and has the legal authority, right and capacity to grant the rights outlined herein. Further, each party warrants that it has taken all necessary action to authorise such execution, delivery and performance.

7.2    Each party hereby agrees to defend, indemnify and hold harmless the other party, and its affiliates (including any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company), officers, partners, agents, employees, sub-contractors and principles from and against any and all claims, demands, losses, damages and/or expenses of any nature whatsoever (including but not limited to any direct, indirect, economic or consequential losses, legal costs and all other reasonable professional costs and expenses) suffered or incurred by the other party arising out of any breach by the other party of its obligations, representations or warranties hereunder.

• 8.          Other Provisions

8.1    Neither party excludes or limits liability to the other party in respect of death or personal injury resulting from negligence within the meaning of section 1(1) of the Unfair Contract Terms Act 1977, any fraudulent pre-contractual misrepresentations made by it on which the other party can be shown to have relied, or any other liability which by law it cannot limit or exclude.

8.2    Neither party may assign or otherwise dispose of or deal with this Agreement or any of its rights or obligations hereunder without the express prior written consent of the other party.

8.3    All notices required or permitted to be given under this Agreement shall be in writing and delivered by personal delivery or recorded delivery mail with return receipt.

8.5    Hesham Barr acknowledges and agrees that he represents the Owner in an advisory capacity only and accordingly the Owner shall not be obliged to enter into any Sponsorship Agreement which may be presented to it by Hesham Barr and may decline to commence or to continue discussions with any target brand at any time in its absolute discretion. Without prejudice to the generality of the foregoing, if the Owner elects to enter into a Sponsorship Agreement with a target brand then the terms of that Sponsorship Agreement shall be subject to negotiation by the Owner and its legal counsel in its absolute discretion.  

8.6    The Owner warrants that the terms of this contract will remain in full force in the case of sale the shares in, or similar change of control of, the Owner.

8.7    This agreement constitutes the entire agreement between the parties (including the performances to be rendered) with respect to its subject matter and supersedes any previous agreements, representations or understandings.

8.8    This Agreement may not be enforced by any person who is not a party hereto and the rights granted to third parties under the Contracts (Rights of Third Parties) Act 1999 are hereby excluded to the fullest extent permitted by law. 

8.9    This Agreement may not be released, discharged, supplemented, amended, varied or modified except by an instrument in writing signed by a duly authorised representative of each party.

8.10  No delay, omission or forbearance by either party to exercise or enforce any right, power or remedy shall operate as a waiver thereof, and any single or partial exercise or enforcement thereof shall not preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right, power or other remedy.

• 9         Relationship of Parties             

9.1    Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture or the relationship of principal and agent or employer and employee between the parties.

9.2    Hesham Barr is not granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the Owner or to bind the Owner in any manner whatsoever.

• 10        Governing Law

This Agreement is governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.

By becoming a member of the site, both parties agree to be legally bound by the terms outlined herein.