Start Date and Term
This agreement (“Agreement”) commences on the date that it is signed by an authorised representative of the Advertiser and shall expire on completion of the Farnborough International Airshow 2022 (“FIA2022) unless terminated earlier in accordance with the terms of this Agreement.
The digital and video content and/or advertising services (“Services”) shall be provided in accordance with the booking form and these terms and conditions. Any reference to FINN means FIL’s Farnborough International News Network.
2 Trademarks, Publicity and Branding
2.1 The Advertiser grants FIL and FIL accepts a non-exclusive, non-transferable, royalty free licence to use the Advertiser’s proprietary materials including its logos, trademarks, trade name and other intellectual property (“Branding”) solely for the purposes of performing the obligations under this Agreement. FIL shall only use such Branding in accordance with the Advertiser’s guidelines as provided to FIL from time to time.
2.2 ‘Farnborough’ and ‘Farnborough International Airshow’ are registered trademarks of FIL and may not be used by the Advertiser without the prior written approval of FIL.
2.3 All rights of advertising are reserved to FIL. The Advertiser shall not make any advertisement concerning the Agreement, or provision of the Services, or place a related advertisement without the written permission of FIL and any relevant Authority, as advised by FIL.
3 Advertising Content
3.1 All advertising material is subject to FIL approval, such approval not to be unreasonably withheld or unduly delayed.
3.2 The Parties agree that FIL will not be responsible for any error, inaccuracy or contravention of relevant laws and codes in advertising material.
4 Warranties and Indemnities
4.1 The Advertiser warrants that it owns any intellectual property rights in the Branding and FIL’s use of the Branding will not infringe the rights of any third party.
4.2 The Advertiser warrants that its advertising messages displayed under this Agreement shall not contravene the laws of the UK nor contain any cigarette, sexual, religious and/or political content and will not be defamatory, derogatory or offensive to any third party.
4.3 The Advertiser shall indemnify FIL against all liabilities, costs, expenses, damages and losses including but not limited to any interest, penalties and legal costs suffered or incurred by FIL arising out of or in connection with any claim made against FIL by a third party including for actual or alleged infringement of a third party's intellectual property rights or moral rights arising out of or in connection with FIL’s use of the Branding or advertising content in accordance with this Agreement.
5 Payment Terms
5.1 The Fee is exclusive of VAT. The amount of VAT due on the Fee shall be calculated and added to the Fee at the rate prevailing on the date of the Advertiser’s invoice. The Fee is payable within 30 days of the date of FIL’s invoice.
5.2 Any delay in payment by the Advertiser may result in a delay in activation of the Services and/or termination of this Agreement in accordance with clause 8.2.
6 Confidential Information
6.1 Each party hereby agrees that, unless the prior written consent of the other party has been given, any confidential or other proprietary information including any information concerning this Agreement or the business or affairs of the other party (“Confidential Information”) imparted to it by the other party during the term of this Agreement:
6.1.1 shall not be disclosed to any other person, organisation, firm or corporation,
6.1.2 shall only be disclosed to the receiving party’s staff or its sub-Advertisers’ staff to whom it is essential to disclose the same for the purpose of performing that party’s obligations under this Agreement and the same are made aware of the obligations of confidentiality hereunder,
6.1.3 shall be used, duplicated and disclosed only for the purposes of this Agreement and shall not be reproduced or copied unless the disclosing party’s proprietary legend or mark is prominently displayed on such reproduction or copy.
6.2 The obligations in respect of Confidential Information contained above shall not apply where and to the extent that the receiving party can show that the Confidential Information:
6.2.1 is in or comes into the public domain otherwise than by a breach of this Agreement; or
6.2.2 was already in its possession free of any such restriction prior to its receipt from the disclosing party; or
6.2.3 has been lawfully received from a third party without being subject to confidentiality restrictions and without breach of this Agreement; or
6.2.4 is required to be disclosed by law or statutory regulation.
6.3 The provisions of this clause 6 shall survive expiry or early termination of this Agreement and shall continue in force for a period of 2 years after the termination.
7 Liability and Insurance
7.1 The liability of the parties for death or personal injury caused by negligence and for fraudulent misrepresentation is not limited or excluded. Neither party shall be liable for any indirect and consequential losses including without limitation damage or loss of profits, goodwill, business or for any inconvenience, however caused, arising out of or in connection with this Agreement. The liability of each party shall not exceed a sum equal to the Fee paid by the Advertiser.
7.2 Each party shall maintain public liability insurance for damage to a third party’s property or injury or death caused when performing their obligations under this Agreement.
8.1 For cancellation - this Agreement shall terminate immediately in the event that FIA2022 is cancelled for any reason whatsoever and FIL shall not be under any liability whatsoever for any loss, damage, costs, claims or expenses related thereto. FIL will return to the Advertiser the Fees paid in respect of this Agreement that have not yet been incurred or committed in respect of this Agreement at the time of cancellation.
8.2 For material breach - In the event that either party commits a material breach of this Agreement and fails to remedy it within 14 days from notification, the other party shall without prejudice to any other rights of remedies accrued under this Agreement at the date of termination be entitled to terminate this Agreement on immediate written notice.
8.3 For convenience – FIL shall have the right to terminate this Agreement by giving 30 days’ written notice.
8.4 Any termination of this Agreement shall not prejudice any rights or remedies which may have accrued to either party up until the date of termination.
8.5 FIL’s right to use the Advertiser’s Branding shall cease immediately upon expiry or earlier termination of this Agreement.
9 Force Majeure
If a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event including without limitation: fire, flood, storm, riot, earthquake, civil commotion, terrorist attacks, insurrection, Acts of God, labour dispute, strikes, wars, shortage of or inability to obtain materials, suppliers or utilities or any law, that party shall not be liable to the other for delay or failure to perform its obligations, except in respect of costs already incurred or committed by FIL in respect of this Agreement.
10 Data Protection
Both parties represent and affirm that (i) they will comply with all applicable country laws relating to anti-corruption and anti-bribery, including the US Foreign Corrupt Practices Act and the UK Bribery Act; and (ii) they will not promise, offer, give or receive bribes or undertake corrupt actions in relation to the procurement or performance of this Contract. For the purposes of this section, “bribes or corrupt actions” means any payment, gift, or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any other action deemed to be corrupt under the applicable country laws’.
All notices required to be given by one Party to the other hereunder shall be in writing. Any notice shall be deemed to be delivered on the day it is delivered or if such day is not a working day on the next working day thereafter.
13 Complete Agreement
This Agreement shall constitute the entire Agreement between the Parties in relation to the Services being provided by FIL at FIA2022 and shall supersede all previous Agreements, communications or representations between the Parties in relation to the Services.
The terms of this Agreement shall not be varied without the written agreement of both parties.
In the event that any term, condition or provision of this Agreement shall be nullified or made void by any legal act or by the decision or order of any Court, the remaining terms, conditions and provisions shall remain in full force and effect.
Neither party may assign or sub-let this Agreement, in whole or in part, to any third party, without the prior written consent of the other party which consent shall not be unreasonably withheld. This Agreement is binding upon the respective successors and assigns of the Parties hereto.
17 Third Party Rights
No person other than FIL or the Advertiser shall have any rights arising out of, or may enforce any provision of, this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
The parties agree that in the event of any disputes, the parties will in good faith seek to resolve the dispute through a recognised alternative dispute resolution forum agreed upon by the parties. The referral of this dispute through an alternative dispute resolution shall not prevent either party from issuing proceedings.
19 No Partnership or Agency
Nothing contained herein makes either party a partner, agent or employee of the other.
20 Applicable Law
This Agreement shall be governed by, construed, and shall take effect exclusively in accordance with the laws of England and the Parties hereto submit to the exclusive jurisdiction of the English courts.