Roundabout sponsorship

Reigate and Banstead Borough Council = “Council”

Roundabout sponsorship standard terms and conditions = “Terms”

Background

1. The Council has appointed the Sponsor to provide sponsorship advertising (“Sponsorship”) for a site subject to the administrative control of the Council (“Site”). The Sponsor is willing and able to provide the Sponsorship in accordance with these Terms and the Roundabout Sponsorship Form (“Form”).
2. Together the Terms and Form shall constitute the Contract.
3. Capitalised terms shall have the meaning set out in the Form.

Duration

4. The Contract shall commence on the Commencement Date and shall (subject to the Terms for termination) continue for the Term unless terminated in accordance with the Terms.

Sponsorship

5. The Sponsor shall provide the Sponsorship for the Site for the Term.
6. Sponsorship of the Site is exclusive to the Sponsor for the Term.

Sponsorship Fee

7. The Sponsor shall pay the Council the Sponsorship Fee in accordance with the Fee Instalments.
8. The Fee Instalments shall be paid by BACS.
9. Where either party disputes any sum to be paid by it then a payment equal to the sum not in dispute shall be paid and the dispute as to the sum that remains unpaid shall be determined in accordance with the Terms for dispute. Provided hat the sum has been disputed in good faith, interest due on any sums in dispute shall not accrue until 30 days after the resolution of the dispute between the parties.
10. Interest shall be payable on the late payment of any undisputed amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Obligations of the Sponsor

11. Without prejudice to its other obligations under this Contract, the Sponsor undertakes to the Council that it shall during the term:
    • not erect any signage or undertake any works at the Site without first getting the approval of the Council;
    • bear in full and shall, as far as is permitted by law, have no recourse to the Council for any expense, liability or loss arising as a result of the Sponsorship;
    • be responsible for all operational costs associated with the performance of the Sponsorship including (but not limited to) advertisement application costs, planning permission, structure erection and maintenance costs, electricity supply and consumption costs, payment of business rates and the provision of adequate insurances;
    • assume all commercial and economic risk with the performance of the Sponsorship, which includes all costs associated with the delivery or performance of the Sponsorship;
    • not display any advertising at the Site that contains any tobacco products, party political advertising or any advertising that does not confirm to the British Code of Advertising Practice and ruling of Advertising Standards Authority;
    • ensure that approvals, certificates, authorisations, permissions, licences, permits, regulations and consents necessary from time to time are in place during the Sponsorship;
    • comply with the Construction (Design and Management) Regulations 2015 at the request of the Council or as otherwise required by law; and
    • remove all signage from the Site at their own expense prior to the termination of the Contract.

The Site

12. From time to time, it may be necessary for the Council to permit works to be carried out at the Site which may cause temporary disruption to the landscape, equipment or any other materials used for the performance of the Sponsorship. In such event, the Council will not be liable for any claims for compensation by the Sponsor provided that such works and/or disruption are for a total period of less than 30 days within a 12 month period.
13. In the event of such works or disruption lasting more than 30 days within a 12 month period, the Council will refund to the Sponsorship fee on a pro rata basis for each full week of disruption.
14. The Council will restore any landscapes disturbed by such works or disruption to the appropriate standard and within a reasonable time.

Warranties

15. Save as expressly provided in the Contract no representations, warranties or conditions are given by the Council in respect of any information which is provided to the Sponsor by the Council and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.
16. The Sponsor as at the Commencement Date warrants and represents that all information provided to the Council remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Council prior to execution of the Contract.

Disputes

17. Any dispute arising between the parties out of or in connection with the Contract or the performance, validity or enforceability of it then except as expressly provided in the Contract, the parties shall follow the following procedure:

    • either party shall serve on the other written notice of the dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents and the parties’ Representative shall attempt in good faith to resolve the dispute; and

    • if the parties’ Representatives are unable to resolve the dispute within 30 days of service of the Dispute Notice, the dispute shall be referred to the parties’ Second Representatives who shall attempt in good faith to resolve the dispute;
    • if the parties’ Second Representatives are unable to resolve the dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.

Indemnities

18. The Sponsor shall indemnify and keep indemnified the Council against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses, including for any actual or alleged infringement of a third party’s intellectual property rights, which the Council incurs or suffers in respect of:
    • a direct or indirect breach of the Contract or negligent performance by the Sponsor of its obligations under the Contract;
    • any use or misuse of the Sponsorship by the Sponsor; and
    • any breach of any applicable law that relates to the Contract.

Insurances

19. The Sponsor shall take out and maintain with a reputable insurance underwriter or companies a policy or policies of insurance which are adequate to cover its liability under the Contract, any other insurances required in order to comply with any applicable law that relates to the Contract for the duration of the Term.

Termination

20. The Council shall be entitled to terminate the Contract forthwith by written notice to the Sponsor in the event of:
    • a breach of the Contract;
    • the Sponsor failing to provide satisfactory performance of the requirements of the Contract;
    • a receiver is appointed or if the Sponsor becomes bankrupt or insolvent or goes into liquidation (either voluntary or compulsory);
    • the Sponsor’s interest becomes vested in another person or body without the Council’s consent; or
    • the Sponsor or any of its employees or agents shall have committed any offence under the Bribery Act 2010 or shall have given any fee or reward the receipt of which is an offence under S.177(2) of the Local Government Act 1972.
21. The Council may terminate the Contract for convenience by giving the Council not less than 3 months’ notice in writing at any time.
22. Without prejudice to clause 12, the Council shall not be liable to repay any part of the Sponsorship Fee upon termination.

General

22. The Sponsor acknowledges that the Council is bound by the Freedom of Information Act 2000 and shall assist the Council’s in its compliance with the same.
23. If any provision of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction such provision shall be severed from the Terms and the remaining provisions shall continue in full force and affect as if the Terms had been executed without the invalid, illegal or unenforceable provisions.
24. This Contract and all its provisions shall be construed in accordance with English law.