WORLD WHISKY DAY LIMITED
EVENT HOST TERMS AND CONDITIONS
1.1 World Whisky Day Limited, a company incorporated under the Companies Acts with registered number SC405613 and having its registered office at 46 Connaught Place, Edinburgh, Scotland, EH6 4RN (“the Company”) owns and controls the commercial rights and the intellectual property rights relating to WWD.
1.2 By having completed a Registration Form and indicated its acceptance of these Conditions (as defined below), the Event Host has applied to host a WWD Event or a Premium Event.
1.3 The Company is willing to promote the WWD Event or the Premium Event via the Website and to grant certain rights to the Event Host to use the WWD IP in accordance with these Conditions.
2.1 In these Conditions, the following words shall have the following meanings:
“Applicable Laws” means all laws, rules, regulations and guidance which are in force from time to time, are applicable to the parties and are relevant to this Agreement;
“Business Day” means any day from Monday to Friday (other than a public, statutory or bank holiday in Scotland);
“Conditions” means these terms and conditions;
“Contract” means any contract between the Company and the Event Host in relation to a WWD Event, or Premium Event, or Super-Premium Event, which incorporates these Conditions and the Registration Form;
“Event Host” means any individual, business, partnership or company which has completed a Registration Form;
“Intellectual Property” means all patents, trade marks, registered designs (and any applications for any of the foregoing), copyright (including rights in software - object code and source code), semi-conductor topography rights, database right, unregistered design right, rights in and to trade names, business names, domain names, product names and logos, databases, inventions, discoveries, know-how and any other intellectual or industrial property rights owned or used by a party subsisting anywhere in the world together with all applications, renewals, revisals and extensions;
“Logo” means the WWD logo, an electronic copy of which shall be provided to the Event Host following receipt of the Registration Confirmation;
“Premium Event” and “Super-Premium Event” means a WWD Event which the parties have agreed shall benefit from more prominent promotion on the Website (in comparison with non-Premium WWD Events) in exchange for the Price;
“Price” means the price agreed between the Company and the Event Host for promotion of a Premium Event on the Website and payable by the Event Host to the Company in accordance with condition 8;
“Promotional Material” means any press releases, communications, advertising, promotional, marketing or other materials created by or on behalf of the Event Host in any format whatsoever in connection with the WWD Event;
“Registration Confirmation” means an e-mail communication from the Company following receipt of a completed Registration Form confirming that the event applied for has been accepted by the Company as a WWD Event or a Premium Event;
“Registration Form” means the Event Host registration form which can be accessed and completed via the Website;
“Term” means the period set out in condition 3;
“Venue” means the premises or location at which the WWD Event or Premium Event will take place;
“Website” means http://worldwhiskyday.com;
“WWD” means the annual World Whisky Day which is scheduled to take place on such date in each calendar year as the Company may determine in its sole discretion;
“WWD Event” means an event hosted by the Event Host, which the parties have agreed shall be promoted on the Website and which shall be organised and staged by the Event Host in accordance with these Conditions; and
“WWD IP” means (i) the Logo, (ii) the name “World Whisky Day”, and (iii) any other Intellectual Property owned by or licensed to the Company which the Company informs the Event Host in writing that it may use.
2.2 Clause heading are for ease of reference only and shall not affect the construction or interpretation of any clause.
2.3 Words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
2.4 References to statutes, any statutory instrument, regulation, or order shall be construed as a reference to such statute, statutory instrument, regulation, or order as amended or re-enacted from time to time.
The Contract shall be formed and shall take effect on and from the date of the Registration Confirmation and shall continue until one week after the date of the WWD Event or Premium Event unless earlier terminated in accordance with these Conditions.
4 PROMOTION OF SCOTCH WHISKY AND THE SCOTCH WHISKY INDUSTRY
4.1 The Event Host acknowledges that an objective of both WWD and the Company is to promote a positive image of whisky (in particular Scotch whisky). The Event Host agrees, warrants, represents and undertakes that at all times during its relationship with WWD and the Company it shall promote:-
4.1.1 a positive image of whisky (in particular Scotch whisky) and of the Scotch whisky industry; and
4.1.2 responsible consumption of alcohol.
5 EVENT HOST’S OBLIGATIONS, UNDERTAKINGS AND WARRANTIES
5.1 The Event Host agrees and acknowledges that it shall be fully responsible for: (i) all organisation relating to the WWD Event or Premium Event; (ii) all promotion of the WWD Event or Premium Event (other than through the Website), (iii) obtaining all licences, registrations, permits or approvals which may be required in relation to the WWD Event or Premium Event; and (iii) staging the WWD Event or premium Event, and all associated costs, expenses and liabilities.
5.2 The Event Host agrees that if WWD is postponed, rearranged or cancelled for any reason, the Company (i) shall not be in breach of these Conditions by virtue of such postponement, rearrangement or cancellation, and (ii) the Company shall have no liability to the Event Host in respect of such postponement, rearrangement or cancellation.
5.3 The Event Host agrees, warrants, represents and undertakes that:
5.3.1 it owns or controls the WWD Event or Premium Event;
5.3.2 it has complied with and will comply with all Applicable Laws in performing its obligations under these conditions and in relation to the organising, advertising, promotion and running of the WWD Event or Premium Event including, without limitation, regarding health and safety and crowd security measures in the Venue and ensuring that all Applicable Laws in relation to the minimum age for alcohol purchase and/or consumption are complied with in relation to the Event or Premium Event;
5.3.3 it shall maintain, at its own cost and expense, a comprehensive policy of insurance for the WWD Event or Premium Event, which shall adequately cover all risks associated with the staging of the WWD Event or Premium Event;
5.3.4 it shall procure that it, its directors, executives and other senior employees and the directors, executives and other senior employees of the members of its group (if applicable), shall not (i) do anything which would have an adverse effect on or embarrass the Company (as owner of WWD); (ii) make any defamatory or derogatory statements about the Company, WWD, any WWD sponsors, or the Scotch whisky industry; or (iii) use the WWD IP in any manner which is or might be derogatory to, or is or might otherwise be detrimental to, the reputation of any of the foregoing;
5.3.5 if it produces (or procures the production of) any Promotional Material that contains any of the WWD IP, it shall, immediately upon request by the Company provide samples of the Promotional Material to the Company for approval. The Company shall have absolute discretion to reject the use of such Promotional Material and the Company shall not use any Promotional Material which is rejected by the Company;
5.3.6 it shall ensure that all Promotional Material complies with all Applicable Laws including, without limitation, in relation to description and advertising of the WWD Event or Premium Event and that such Promotional Material shall not be offensive, obscene or derogatory in nature, or defamatory of any third party;
5.3.7 it shall not produce merchandise (whether for sale or for promotional competition or giveaway purposes) to promote the WWD Event, Premium Event, WWD or the Company without the prior written agreement of the Company;
5.3.8 it shall use the name “World Whisky Day” in the name of and in the promotion, advertising and marketing of the WWD Event and shall not use any variation of “World Whisky Day”, which shall include (without limitation): (i) use of the word “whiskey”; or (ii) any variation such as “International Whisky Day” or similar.
5.3.9 it will ensure that the WWD IP (including, without limitation, the Logo) is only used in accordance with: (i) the instructions of the Company; and (ii) these Conditions;
5.3.10 that if it wishes to cancel the WWD Event or Premium Event it shall notify the Company no less than 10 Business Days prior to the scheduled date of the WWD Event or Premium Event; and
5.3.11 it shall notify the Company immediately if the activities planned to be held at the WWD Event or Premium Event or the Venue no longer match the description provided in the Registration Form.
6 COMPANY’S OBLIGATIONS
6.1 The Company shall within a reasonable time of the commencement date upload details of the WWD Event onto the appropriate section of the Website and create a listing for the WWD Event to be displayed on the website.
6.2 The Company shall use its reasonable endeavours to promote WWD generally and to promote the WWD Event through the Website in line with other non-Premium WWD Events.
6.3 The Company shall upon receipt of the Price upload details of the Premium Event or Super-Premium Event onto a web page exclusively for listing the Premium Event and which is linked to the Website. The Company shall also create and upload a listing for the Premium Event or Super-Premium Event to be displayed on the Website’s home page.
6.4 The Company shall use its reasonable endeavours to promote the Premium Event or Super-Premium Event through the Website in line with other Premium and Super-Premium Events.
6.5 The Company shall, as soon as is reasonably practicable, notify the Event Host if WWD is to be rearranged, cancelled or postponed for any reason. If WWD is cancelled for any reason (including, without limitation, by reason of a Force Majeure Event) the parties agree that the Organiser shall not be in breach of this agreement by virtue of that cancellation or abandonment
7 APPLICATION OF TERMS
7.1 The Contract shall constitute the entire agreement between the Company and the Event Host in relation to its subject matter.
7.2 The Event Host acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
8 PRICE AND PAYMENT (PREMIUM AND SUPER-PREMIUM EVENTS ONLY)
8.1 Unless otherwise agreed between the parties, the Price shall be payable within 30 days of the Company’s invoice date, without further notice from the Company.
8.2 The Price shall be inclusive of any value added tax which must be paid by the Event Host in addition. All sums are to be paid in Pounds Sterling (£).
8.3 No payment of the Price will be deemed to have been received until the Company has received cleared funds.
8.4 If the Event Host fails to pay the Company any sum due pursuant to the Contract, the Event Host shall be liable to pay interest to the Company on such sum from the due date, for the period from that due date to the date of payment at five (5) per cent per annum above the base lending rate of the Bank of England from time to time.
9 INTELLECTUAL PROPERTY
9.1 The Event Host acknowledges and agrees that all rights in and to the WWD IP, including any goodwill associated with it, shall be the sole and exclusive property of the Company, and the Event Host shall not acquire any rights in and to the WWD IP except as expressly set out in the Contract.
9.2 The Company hereby grants to the Event Host a non-exclusive, royalty free, non-transferable licence for the duration of the Term to use the WWD IP for the purpose of advertising, promoting and marketing the WWD Event and for no other purpose whatsoever.
9.3 The Event Host hereby grants to the Company a non-exclusive, royalty free, transferable licence (which shall survive termination of these Conditions, however arising) to use its Intellectual Property (which shall include, without limitation, any trade marks, copyright or imagery provided to the Company by the Event Host for use on the Website) for the purposes of (i) carrying out obligations under these Conditions; and (ii) advertising, promoting and marketing the Company or any future World Whisky Day.
9.4 The Event Host agrees, warrants, represents and undertakes that:-
9.4.1 it owns or has the right to use and licence any and all Intellectual Property which is licensed to the Company under these Conditions;
9.4.2 the use by the Company of the Event Host’s Intellectual Property will not infringe the rights of any third party;
9.4.3 it shall not seek to register any WWD IP on behalf of the Company or otherwise in any jurisdiction whatsoever;
9.4.4 it shall not do or omit to do, or authorise any third party to do or omit to do, anything which could invalidate or be inconsistent with the WWD IP; and
9.4.5 it shall make a statement in any Promotional Material produced by or for as to the ownership by the Company of any WWD IP used or referred to therein.
9.5 The Event Host shall indemnify and keep indemnified the Company against all claims, actions and proceedings which may be brought or established against it and all costs, losses, damages, liabilities, and expenses of any nature (including but not limited to legal expenses on a solicitor and client basis) which may be incurred by, or established against the Company (both during the continuance of the Contract and after its termination) arising from any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) of any third party intellectual property rights in connection with (i) the receipt and/or use of the Event Host’s Intellectual Property by the Company in accordance with these Conditions, and (ii) the Event Host’s use of any of the WWD IP other than in accordance with these Conditions.
10.1 The Event Host shall indemnify and keep indemnified the Company against all claims, actions and proceedings which may be brought or established against and all costs, losses, damages, liabilities, and expenses of any nature (including but not limited to legal expenses on a solicitor and client basis) which may be incurred by, or established against the Company (both during the continuance of the Contract and after its termination) arising from:-
10.1.1 a breach of any of the warranties, representations or undertakings given by the Event Host under these Conditions; or
10.1.2 the negligence, recklessness or wilful misconduct of the Event Host, its employees, agents, contractors or otherwise.
11 LIMITATION OF LIABILITY
11.1 Nothing in these Conditions will exclude or limit the liability of either Party: (i) for death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); (ii) for fraud; (iii) for misrepresentation as to a fundamental matter; or (iv) for any liability which cannot be excluded or limited under Applicable Laws.
11.2 The Company shall, in no circumstances, be liable to the Event Host in respect of any of the following losses or damage (whether such losses or damages were foreseen, foreseeable, known or otherwise:
11.2.1 indirect or consequential loss or damage;
11.2.2 loss of:
18.104.22.168 business profits;
22.214.171.124 business revenue; or
126.96.36.199 goodwill or anticipated savings; or
11.2.3 loss which could have been avoided by the Event Host through reasonable conduct.
11.3 In the event that, notwithstanding any of these Conditions, the Company is found liable to the Event Host, such liability for actual damages for any cause whatsoever shall be limited to £5,000.
The Event Host confirms that it has in place or will arrange a comprehensive insurance policy at its sole cost for the WWD Event or Premium Event or Super-Premium Event, including adequate public liability insurance for injury or death of any participants, performers, spectators or attendees at the WWD Event or the Premium Event. The Event Host shall, upon reasonable demand from the Company, produce documentary evidence showing the required insurance cover and proof of payment for the premiums for that insurance.
13.1 The Company may terminate the Contract by written notice with immediate effect if:-
13.1.1 the Event Host commits a material breach of these Conditions and if that breach is remediable, fails to remedy the breach within 10 Business Days after being notified in writing to do so. However, this 10 Business Day period will be reduced to 3 Business Days if the Company calls upon the Event Host to remedy the breach during, or within, a 10 Business Day period before the WWD Event or Premium Event or Super-Premium Event begins; or
13.1.2 the Event Host commits any act or omission which, in the reasonable opinion of the Company, is, or is potentially, damaging to the reputation of: (i) the Company; (ii) WWD; or (iii) the Scotch whisky industry; or
13.1.3 following notification of a change of WWD Event or Premium Event or Super-Premium Event activities or Venue pursuant to condition 5.5.10 the Company considers, in its reasonable opinion, the WWD Event or Premium Event or Super-Premium Event is no longer suitable.
13.2 Following termination of the Contract (howsoever arising) or expiry of the Term, the Event Host shall immediately cease using all WWD IP and shall promptly destroy (or if requested to do so by the Company, return) any Promotional Material incorporating the WWD IP within its possession or control.
14 NO PARTNERSHIP OR JOINT VENTURE
The parties are independent contractors and nothing in the Contract and no action taken by the parties pursuant to these Contract shall constitute, or be deemed to constitute, between the parties a partnership, association, joint venture or other co-operative entity
15.1 The Company may at any time assign the Contract or any of its rights or obligations under it.
15.2 The Event Host shall not, and shall not purport to assign or otherwise transfer the Contract or any rights or obligations under it without the Company’s prior written consent.
16 SEVERABILITY If and in so far as any part or provision of the Contract is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of the Contract and the remaining provisions of the Contract shall continue in full force and effect.
17 FORCE MAJEURE The Company reserves the right to cancel the Contract (without liability to the Event Host) if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control including, without limitation, strikes, lock-outs, or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for 60 days, the Event Host shall be entitled to give notice in writing to the Company to terminate the Contract.
Any variation to the Contract shall only be effective if in writing and signed by authorised representatives of both parties.
The failure of either party to exercise or enforce any right conferred on that party by the Contract shall not be deemed to be a waiver of any such right or operate to bar the exercise or enforcement thereof at any time or times thereafter.
20 THIRD PARTY RIGHTS
These Conditions are not intended nor shall they create any rights, entitlement, claims or benefits enforceable by any person that is not a party to the Contract.
Any notice given under the Contract shall be in writing and may be delivered by hand or sent by first class recorded delivery post to the other party at their last known address, or such other address as may from time to time be notified in writing to the party giving such notice or other communication, by the party to whom such notice or other communication is given. Notices shall be deemed given, in the case of notice given by recorded delivery post, two Business Days after the date of posting. Notices delivered by hand shall be deemed given at the time when left at the correct address of the recipient.
22 GOVERNING LAW
The Contract shall be governed by and construed in accordance with Scots law and the parties hereby submit to the non-exclusive jurisdiction of the Scottish courts.