Introduction

1.1 BioWin Day (« the Event ») is organised and managed by BioWin, a non-profit organisation incorporated under Belgian laws (« ASBL »), with registration number 0680.861.014 and offices at Village Ecolys, Avenue d’Ecolys, 2, 5020 Namur, Belgium.

1.2 These Terms and Conditions and the Sponsorship Offer to which they are attached (together the “Agreement”) set out the terms on which you (i.e. the Sponsor) agree to sponsor the Event.

1.3 Defined terms in this Agreement shall have the meaning given to them on the Sponsorship Offer or else within these Terms and Conditions.

1.4 References to “we”, “us” and “our” shall be references to BioWin. In light of the meaning given above to “you”, references to “your” shall be construed accordingly.

Grant of rights

2.1 We grant to you:

2.1.1 the Sponsor Benefits (as defined on the Sponsorship Offer); and

2.1.2 a non-transferable, non-exclusive, royalty-free licence to use the Event logos and trade marks (the “Event Marks”) provided to you in accordance with Clause 4.3 solely to promote your sponsorship of the Event, during the Term (as defined at Clause 9.1) and in accordance with the terms of this Agreement.

2.2 You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos and trademarks (the “Sponsor Marks”) provided to us in accordance with Clause 3.3:

2.2.1 during the Term to promote and exploit the Event; and

2.2.2 for a period of 12 months following the Event in any report produced about the Event and in any promotional materials for similar events.

2.3 If for any reason, we are unable to deliver any of the Sponsor Benefits, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsor Benefits without any liability to you.

2.4 You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand that you erect at the Event and all costs incurred by you in exercising the Sponsor Benefits).

2.5 You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Sponsor Benefits where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.

Sponsor obligations

3.1 You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.

3.2 You undertake to ensure your personnel exercise the Sponsor Benefits in accordance with the terms of this Agreement.

3.3 You shall, within seven (7) days of signature of this Agreement by both parties, supply us with examples of the Sponsor Marks in a suitable format.

3.4 You shall, prior to distributing any promotional materials referencing the Event and/or using the Event Marks (the “Client Literature”), provide copies of the Client Literature to us for our approval (not to be unreasonably withheld).  You undertake that you shall not distribute any Client Literature until you have received written confirmation from us that we approve the Client Literature.  You are solely responsible for meeting all costs relating to the Client Literature (including reprinting costs if our approval is not obtained prior to printing).

3.5 You undertake that any Client Literature will:

3.5.1 comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;

3.5.2 comply with any instructions or directions issued by or on behalf of us;

3.5.3 not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and

3.5.4 include any legal or good practice notices as required by us from time to time.

3.6 You shall not do, or omit to do, (and you shall procure that none of your employees, agents or contractors shall do, or omit to do) anything which may: (i) bring the Event or the other party into disrepute; (ii) disparage the Event or us; or (iii) be otherwise prejudicial to the image and/or reputation of the Event or us.

3.7 You shall not engage in joint promotions with any third party in relation to the Event without our prior written consent.

3.8 For the avoidance of doubt it shall be your responsibility to take out and maintain appropriate insurance in relation to any risks under or in relation to this Agreement or your participation in the Event.

BioWin obligations

4.1 We shall provide the Sponsor Benefits (upon the payment of the Sponsorhip fee) and organise the Event using reasonable skill and care.

4.2 The Sponsor Benefits are personal to you and we are not obliged to provide the Sponsor Benefits (or any part of them) to any other entity or person.

4.3 We shall, within seven (7) days of signature of this Agreement by both parties, supply you with examples of the Event Marks in a suitable format.

Sponsorship fee

5.1 In consideration of us providing the Sponsor Benefits, you shall pay to us the Sponsorship Fee in accordance with the Payment Schedule, and to the account specified on the Sponsorship Offer.

5.2 If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsor Benefits. For the avoidance of doubt, you shall not be permitted entry to the Event unless full payment has been received by us.

5.3 Unless otherwise agreed between the parties, where the Sponsorship Fee is payable in one instalment such payment shall be due and payable immediately on signature of the Sponsorship Offer.

5.4 If payment is not made in accordance with Clause 5.1, an interest of ten (10) % per year on the overdue balances and a late payment fee of 40€ shall be due and payable.

5.5 The Sponsorship Fee is exclusive of any applicable sales tax (including but not limited to, VAT) which shall be paid by you at the rate from time to time in force.

Intellectual property rights 

6.1 The parties acknowledge as follows:

6.1.1 all intellectual property rights (including, but not limited to, copyright, trade marks and design rights) in the Sponsor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Sponsor Marks; and

6.1.2 all intellectual property rights (including, but not limited to, copyright, trade marks and design rights) in the Event Marks shall be solely and exclusively owned by us, and you shall not acquire any rights in the Event Marks.

6.2 All intellectual property rights (including, but not limited to, copyright, trade marks and design rights) in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) shall be owned by us but always without prejudice to Clause 6.1.1.

6.3 You shall indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a claim that our use of your intellectual property rights in accordance with the Agreement (including without limitation the Sponsor Marks) infringes any intellectual property rights (including, but not limited to, copyright, trade marks and design rights) of any third party.

6.4 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party’s marks.

6.5 You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that we endorse any part of your business, trading name or style.

Changes, cancellation & postponement of the Event by BioWin

7.1 BioWin reserves the right to and shall be entitled to make changes to the Event at any time without liability to you, including without limitation in respect of the timings on the day, date, content, format of the Event, speaker or venue. We will keep you informed of any such changes from time to time.

7.2 BioWin reserves the right and shall be entitled, in its sole discretion, to cancel or postpone the date of the Event. BioWin shall give written notice to the Sponsor of its decision to cancel or postpone the Event as soon as reasonably practicable. Upon receipt of such notice:
(a) in the case of cancellation of the Event by BioWin the Sponsor shall be entitled to:

(i) terminate this Agreement and to the extent that any Sponsor Benefits have not been received by the Sponsor (or where only a proportion of a Sponsor Benefit has been received by the Sponsor) at the date of such cancellation, to obtain a refund of such proportion of Sponsorship Fees paid as BioWin may reasonably determine; or

(ii) to apply the Sponsorship Fee (paid or payable) to another BioWin event offered by BioWin to the Sponsor, provided that the date of such new event is less than 12 months from the date of the original Event;

(b) in the case of postponement of the Event by BioWin:

(i) where the new Event date is 12 months or less away from the original Event date, the Sponsor is deemed to accept the new Event date and the Sponsor is not entitled to terminate this Agreement or elect to apply the Sponsorship Fee to another BioWin event; or

(ii) where the new Event date is more than 12 months away from the original Event date, the Sponsor may:

(I) elect to apply the Sponsorship Fee (paid or payable) to the new BioWin event date; or

(II) elect to apply the Sponsorship Fee (paid or payable) to another BioWin event offered by BioWin to the Sponsor, provided that the date of such new event is not greater than 12 months from the cancelled Event date; or

(III) terminate this Agreement and to the extent that any Sponsor Benefits have not been received (or only a proportion of a Sponsor Benefit has been received) at the date of such termination, obtain a refund of such proportion of Sponsorship Fees paid as BioWin may reasonably determine.

For the avoidance of doubt, where the Sponsor elects to apply the Sponsorship Fee to another BioWin event, BioWin cannot guarantee to provide the same Sponsor Benefits for the same Sponsorship Fee.

7.3 Save to the extent set out above, no refunds (including without limitation in respect of the Sponsorship Fee) shall be given by BioWin in respect of any postponement or cancellations.

Withdrawal of the Sponsor

In the case of withdrawal of the Sponsor from the Event :

(a) Sponsor shall be entitled to get a refund of the Sponsorship fee if such withdrawal occurs at least ninety (90) days before the Event ; however, in the case Sponsor Benefits have been received by the Sponsor at the date of such withdrawal, the Sponsor shall be entitled to obtain a refund of a proportion of Sponsorship Fees paid as BioWin may reasonably determine;

(b) No refunds (including without limitation in respect of the Sponsorship Fee) shall be given by BioWin in respect of a withdrawal that occurs less than ninety (90) days before the Event.

Term and termination

9.1 This Agreement shall take effect on the date that you sign the Sponsorship Offer and shall continue until completion of the Event (the “Term”), unless terminated early in accordance with its terms.

9.2 Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other:

9.2.1 has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or

9.2.2 ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.

9.3 Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

9.4 Upon termination of this Agreement by us in accordance with this Clause 9, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before you have received all the Sponsor Benefits, we shall charge you such proportion of the Sponsorship Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsor Benefits received by you prior to the date of termination.

9.5 Upon expiry or termination of this Agreement, the parties agree that:

9.5.1 our obligations to provide any further Sponsor Benefits shall cease;

9.5.2 any licences granted pursuant to this Agreement shall immediately cease; and

9.5.3 you shall destroy any Sponsor Literature and remove the Event Marks from any other materials in your possession.

Limitation of liability

10.1 Subject to Clause 10.3, our aggregate liability to you, however caused, in respect of all claims (or series of claims) arising out of or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the Sponsorship Fees paid by you.

10.2 Notwithstanding any other provision in this Agreement, but subject to Clause 10.3, we shall not be liable, in each case however caused for any

10.2.1 direct or indirect loss of or damage to profit, revenue, business, contracts, opportunities; data; anticipated savings or interest; reputation; use; or

10.2.2 costs of wasted management or staff time; or

10.2.3 travel, accommodation or other costs and expenses; or

10.2.4 indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

10.3 Nothing in this Agreement shall limit or exclude a party’s liability for:

10.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.3.2 fraud or fraudulent misrepresentation; or

10.3.3 any other liability which cannot be limited or excluded by applicable law.

10.4 BioWin shall not be in breach of this Agreement for any change to the Event under Clause 7.1 or any postponement and/or cancellation of the Event under Clause 7.2 of this Agreement and the Sponsor acknowledges that the rights in respect of postponement and/or cancellation of the Event under Clause 7.2 are the Sponsor’s sole rights and the Sponsor waives all other rights and remedies in respect of any postponement and/cancellation of the Event. For the avoidance of doubt, BioWin shall not be liable to the Sponsor or any third party for any travel, accommodation or other costs and expenses incurred in connection with any change to the Event under Clause 7.1 or any postponement and/or cancellation of the Event under Clause 7.2 of this Agreement.

10.5   The term “however caused” when used or referred to in this Clause 10 shall cover all causes and actions giving rise to liability of BioWin arising out of or in connection with this Agreement or the Event: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether caused by any total or partial failure or delay of the Event; and (iii) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.

Confidentiality

11.1 Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.

11.2 Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.

Force Majeure

12.1 BioWin shall not be liable for any hindrance, failure or delay in performing any of its obligations arising out of or in connection with this Agreement as a result of an event or series of connected events beyond the reasonable control of BioWin (including, without limitation, acts of God, extreme weather conditions, power failure, floods, lightning, storm, fire, explosion, war, riot, civil commotion, military operations, acts or threats of terrorism, malicious damage, strike action, lock-outs or other industrial action (whether involving the workforce of BioWin or of any other party), default of suppliers or sub-contractors, compliance with any law or governmental order, rule regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, or a pandemic, epidemic, civil emergency or other widespread illness) (“Force Majeure Event”).

12.2 In the event of a Force Majeure Event, BioWin shall be entitled, without liability, at its sole discretion to vary, perform, suspend performance of, postpone, cancel the Event and/or this Agreement and/or terminate this Agreement on giving written notice to the Sponsor.

Applicable laws and competent jurisdiction

This Agreement and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of Belgium, the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of Namur, Belgium.