Terms & Conditions
Charity Agreement
1. APPOINTMENT
The Term of the Agreement shall be deemed to be from 1 January 2015 and shall continue to 30 days after the Event unless terminated earlier in accordance with Clause 11.
2. CONSIDERATION
2.1 Charity Partner shall pay to the Royal Parks Foundation (RPF) the Fee within thirty (30) days of receiving a written request for payment from RPF. 2.2 Unless otherwise directed by the RPF, Charity Partner shall make payments by bank transfer to RPF’s bank account as follows: National Westminster Bank plc, PO Box 6037, 186 Brompton Road, London SW3 1HL Account No. 84506458, Sort Code: 60-04-04
2.3 All payments under this Agreement shall be paid without any deductions, set-off or withholdings.
2.4 All amounts expressed in this Agreement as being payable to RPF are expressed inclusive of value added tax (if any) which may be chargeable thereon. For the avoidance of doubt, the Event is subject to the VAT exemption currently applying to charity fundraising events.
2.5 If the Fee is not paid on the date required under this Agreement Charity Partner shall pay to RPF, on demand, interest on the outstanding Fee at the rate of 3% (three per cent) per annum above National Westminster Bank plc’s base rate at the time, such interest to be compounded in calendar monthly steps on the first day of each month from the date due until the date of payment (inclusive) unless a separate payment schedule is agreed in writing by RPF or Race Places are forfeited.
3. PROMOTION
Prior to the Event, Charity Partners will be given the opportunity to approve a generic design/look in relation to any Materials used for the promotion of the Event which feature Charity Partner’s name and/or approved image, such approval shall not be unreasonably withheld, delayed or conditioned. Charity Partners will provide their approval within ten (10) days of receiving the Materials or approval will be deemed given.
4. GRANT OF RIGHTS
4.1 In consideration of and subject to the payment of the Fee, RPF shall during the Term:
(a) supply Charity Partner with the Race Places valid for the Event for the sole use of Runners approved by the Charity Partner to raise sums for the Charity Partner’s registered charity. Charity Partner acknowledges and agrees that RPF cannot refund any or all of the Fee if any Race Places are not used; and (b) grant the Rights to Charity Partner in the Territory on the terms and subject to the conditions set out in this Agreement. The grant of the Rights to the Charity Partner is on a non-exclusive basis.
4.2 Charity Partner acknowledges that:
(a) RPF shall be entitled to appoint other official partners, sponsors and suppliers; and
(b) RPF has granted and may grant similar rights to the Rights to other charities, partners, sponsors and suppliers, and RPF shall not be deemed by Charity Partner to be in breach of any term of this Agreement as a result of such arrangements.
5. CHARITY PARTNER’S OBLIGATIONS
Charity Partner shall:
(a) during the Term grant RPF a non-exclusive royalty free license to use Charity Partner’s marks for the purposes of fulfilling RPF’s obligations under this Agreement;
(b) ensure that:
(i) the content, nature and proposed use of all Materials which incorporate the Designation, the Mark, or which refer to RPF are to be used solely for the Marketing Activities; and
(ii) each and every Marketing Activity is approved in writing by RPF prior to Charity Partner commencing any such Marketing Activity or prior to the publication or use of the Materials. RPF will use its reasonable endeavours to provide any approval or disapproval within 5 working days of receipt of any request from Charity Partner;
(c) ensure that all Materials conform with any samples approved by RPF;
(d) ensure that all Materials are used solely for the Marketing Activities and Charity Partner shall not (and shall not authorise or procure any third party to) sell the Materials, offer the Materials for sale or distribute any Materials other than as part of the Marketing Activities;
(e) not use the Designation, the Mark or any Materials except as expressly provided in this Agreement and in accordance with any usage guidelines notified to Charity Partner in writing by RPF from time to time during the Term;
(f) ensure that the Materials do not contain a designation other than the Designation or any logo other than the Mark;
(g) if requested by RPF in writing, provide one sample of each Material to RPF within fifteen [(15) days] of receiving the request; (h) not use any RPF Intellectual Property Rights for any purpose without the prior written consent of RPF;
(i) not make any announcement of the nature or subject of this Agreement without the prior written consent of RPF;
(j) not adopt or use any domain names, marks, drawings, symbols, emblems, logos, designations or names confusingly similar to the RPF Intellectual Property Rights, Designation or the Mark;
(k) not knowingly do or suffer to be done any act or thing which will in any way harm, misuse or bring into disrepute, impair or adversely affect the good name or reputation of RPF, the RPF Intellectual Property Rights or the rights and interests of RPF in the RPF Intellectual Property Rights;
(l) not make any representation or give any warranty on behalf of RPF nor create any expense chargeable to RPF or otherwise pledge the credit of RPF;
6. INTELLECTUAL PROPERTY
6.1 Charity Partner acknowledges that RPF has the sole and absolute right to authorise Charity Partner to utilise the RPF Intellectual Property Rights for the purpose of this Agreement where relevant. Charity Partner shall not do or omit to do anything which might undermine the validity of the Mark as a registered trade mark.
6.2 Charity Partner acknowledges that all RPF Intellectual Property Rights together with any goodwill attaching to the Mark shall be and remain the sole property of RPF. Should any right, title or interest in or to the RPF Intellectual Property Rights or any goodwill arising out of the use of the Mark become vested in Charity Partner (by the operation of law or otherwise), it shall hold the same in trust for and shall, at the request of RPF immediately unconditionally assign (with full title guarantee) free of charge, any such right, title, interest or goodwill to RPF and execute any documents and do all acts required by RPF for the purpose of confirming such assignment. If Charity Partner fails to execute and deliver any such document or do any such act within 10 (ten) working days of any request in writing therefore from RPF, Charity Partner irrevocably appoints and authorises RPF to execute the same on its behalf as its authorised agent. 6.3 Charity Partner shall include in all Materials a copyright and/or trade mark notice (the form of which notices shall be as notified by RPF).