Terms & Conditions - Event Sponsorship

1. The Event

The event(s) listed in the Sponsorship Order Form (the “Event”) is organized by the International Air Transport Association ("IATA" or the "Organizer"), having its Head Office at 800 Place Victoria, Montreal, Quebec, Canada H4Z 1M1 and its Executive Office at 33, route de l’Aeroport, CH-1215 Geneva 15 Airport, Switzerland. The Event is to be held at the location and on the date listed in the Sponsorship Order Form. IATA reserves the right to change the date, location or otherwise modify the Event by providing reasonable notice to the Sponsor.

2. Term

The Agreement is valid as from the Effective Date (set forth in the Sponsorship Order Form) and will continue, upon the earlier of termination in accordance with the Terms, or until all Events listed in the Sponsorship Order Form have occurred.

3. Sponsorship

Sponsorship of an Event shall be in accordance with the terms of the Agreement and any other reasonable rules communicated to the Sponsor by IATA for the efficient or safe operation of the Event.

4. Sponsorship Fees and Payment

In exchange for the sponsorship fees (the “Fees”) or the provision of goods or services at no cost to IATA, (the “In-kind Benefits”) listed in the Sponsorship Order Form, IATA agrees to provide the Sponsor with the benefits listed in the Sponsorship Order Form. The Fees and/In-kind Benefits shall be delivered in accordance with the Sponsorship Order Form.. In case of non-payment or non-delivery of the In-kind Benefits, IATA reserves the right, in its absolute and sole discretion, to forfeit some or all of the benefits conferred under the Sponsorship Order Form including attendance to the Event.

Full payment is due within 30 days from the invoice date. If circumstances arise where an invoice is raised within 30 days of the Event, invoices will be issued on a “payment upon receipt” basis only. IATA reserves the right to refuse entrance to the Event where an outstanding balance is still due prior to the Event date. In the event of bad debt and where a debt collector’s services are required, additional costs of 35% will be levied to the outstanding balance.

5. Taxes

5.1. All Fees are payable exclusive of applicable taxes and duties. Should any taxes, levies, fees, charges or duties be imposed, levied or become payable in respect of the Fees or the In-kind Benefits under these terms and conditions (including any goods and services tax or other value added tax, but excluding income and capital taxes of IATA), the Sponsor will pay any and all such taxes, levies, fees, charges and duties, in addition to any other payments due under the Agreement.

5.2. The Sponsor will be responsible for reporting and remitting any indirect taxes, levies, fees, charges and duties related to providing the In-kind Benefits.   Each party will defend and indemnify and hold harmless the other party from and against any and all liabilities, losses, costs and expenses (including, but not limited to, interest and penalties) arising from indirect tax reassessments caused by failure to comply with the VAT or Sales Tax reporting and remittance obligations that arise from providing the In-kind Benefits.

5.3. Any payments under the Agreement must be made without any set-off or counter claim and free of deduction or withholding (except as required by law) of any taxes or governmental charges. If any deduction or withholding is required by law, the Sponsor shall pay the required amount to the relevant governmental authority, provide IATA with an official receipt or certified copy or other documentation acceptable to IATA evidencing the payment, and pay to IATA, in addition to the payment to which IATA is otherwise entitled under this terms and conditions, such additional amount as is necessary to ensure that the net amount actually received by IATA free and clear of all taxes equals the full amount IATA would have received had no such deduction or withholding been required.

6. Data Protection

For the purposes of this Agreement, each party shall act as an independent Data Controller and agrees that (i) it shall individually determine the purposes and means of processing of any Personal Data shared in connection with this Agreement and shall comply with the obligations set forth under the Data Protection Law with respect to the processing of Personal Data. As used herein, the terms “processing”, “Data Controller” and Personal Data shall have the meanings given in the European General Data Protection Regulation (“EU GDPR”) and the United Kingdom General Data Protection Regulation (“UK GDPR”).  The term “Data Protection Law” shall refer to any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (including any and all legislative and/or regulatory amendments or successors thereto), to which a party to this Agreement is subject and which is applicable to a party’s information protection and privacy obligations and shall include without limitation the EU GDPR and the UK GDPR.  IATA will process any Personal Data shared as part of this Agreement in accordance with IATA’s privacy principles.

7. Intellectual Property

7.1 The Sponsor warrants that it is the sole owner of and/ or controls all intellectual property rights in the Sponsor logo and any other intellectual property provided as part of this Agreement. The Sponsor confirms that the use of the Sponsor logo or any other Sponsor intellectual property by IATA or any person licensed by IATA in accordance with this Agreement will not infringe the intellectual property rights of any third party or expose IATA to any criminal or civil proceedings.

7.2 Sponsor grants IATA a worldwide, royalty-free, non-transferable and non-exclusive license to use the Sponsor logo and any Sponsor intellectual property rights, provided by Sponsor to IATA, for the purposes of (1) identifying the  Sponsor as a sponsor of the Sponsored Event and (2) to provide Sponsor  with the Sponsor benefits listed in the Sponsorship Order Form. IATA shall ensure that the Sponsor’s logos are correctly reproduced and only used in accordance with the Sponsorship Order Form or as agreed in writing by the Sponsor.

7.3 The Sponsor (the “Indemnifying Party”) shall indemnify, defend and hold harmless IATA, its affiliates, subsidiaries and their respective officers, directors, employees, agents, successors and assigns (together the “Indemnified Parties”) from and against any and all losses, demands, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by IATA arising out of or in connection with (i) the warranty set out under Section 7.1 above and (ii) the use, exploitation, distribution or possession by any of the Indemnified Parties of any of the Sponsor’s intellectual property as set forth in this Agreement which infringes or misappropriates any patent, copyright, trademark, trade secret or any other intellectual property (whether registered or not) of a third party ((i) and (ii) together, the “IP Claim”). The Indemnified Parties shall promptly notify the Indemnifying Party in writing of any IP claim, provided that the failure to provide such prompt notice shall not relieve the Indemnifying Party of its obligations under this paragraph. The Indemnifying Party shall have the right to assume and control the defense and settlement of any IP Claim with the counsel of its choice, provided that the Indemnified Parties shall have a right to participate in such defense at its own expense. The Indemnifying Party shall not settle or compromise any IP Claim in a manner that imposes any new restrictions, obligations or liability on the Indemnified Parties or admits fault or liability on behalf of the Indemnified Parties without prior written consent. The indemnified Parties shall provide all reasonable assistance, information and authority as necessary for the Indemnifying Party to perform its obligations under this paragraph at the Indemnifying Party’s expense. If any product, service  or other deliverable provided by the Indemnifying Party under the Sponsorship Order Form is or if in the Indemnifying Party’s reasonable opinion is likely to become, the subject of an IP Claim, the Indemnifying Party shall, at its sole and absolute discretion, either (i) procure for the Indemnified Parties the right to continue using the infringing item; (ii) replace or modify the infringing item to make it non-infringing, provided that such replacement or modification does not materially alter the functionality or performance of the item; or (iii) if neither (i) or (ii) is commercially reasonable, terminate the relevant deliverable or service. The obligations under this paragraph shall survive the termination or expiration of this Agreement.  

7.4 To the extent that IATA provides Sponsor with materials related to its participation or sponsorship of the Event, IATA grants to Sponsor a worldwide, royalty-free, non-transferable and non-exclusive license to use the materials for the limited purpose of sponsoring the Event. Sponsor shall not modify any materials IATA provides you or use them for any other purpose without IATA’s prior written consent. In particular, Sponsor shall not use IATA’s logo or any Event logo without IATA’s prior written consent.

7.5 Each party shall ensure that it does not use the other party’s logo or any intellectual property as part of this Agreement in a manner which will, or is likely to, damage or bring into disrepute the good name, brand, image and reputation of the other party or might adversely affect the rights of the other party.

7.6 All intellectual property rights in and to any materials produced for the Event by or on behalf of IATA or jointly by IATA and the Sponsor shall, with the exception of the Sponsor’s logo, be the sole and exclusive property of IATA and if the Sponsor acquires, by operation of law, title to any such intellectual property rights it shall assign them to IATA on request.

8. Confidentiality

The parties undertake not to disclose the other party’s Confidential Information and not to use it for any purpose other than fulfilling the obligations under the Agreement. The party in receipt of the Confidential Information from the other party shall take all reasonable measures to protect it using the same degree of protection that it takes regarding its Confidential Information.  Notwithstanding the foregoing, no party shall have any obligation under this paragraph If disclosure is required by law or government regulation, or if the relevant information (i) is lawfully made available to the receiving party from a third party not bound by a confidentiality obligation to the disclosing party; (ii) is already lawfully known by the receiving party at the time of its disclosure or (iii) is independently developed without use of the other party’s information. As used herein, the term “Confidential Information” shall refer to any non-public information received by a party in whatever form, regarding the business operations of the other party that a party (a) designates in writing as confidential at or prior to the time of the disclosure and the other party accepts and acknowledges, in writing as confidential, at or prior to the time of disclosure or any information disclosed by a party which would be regarded as confidential by a reasonable business person and (b) all information disclosed to a party by or on behalf of the other party in connection with this Agreement and which relates to the provisions of this Agreement, the negotiations relating to this Agreement or the subject matter of this Agreement.

9. Publicity and Approval of Advertising or Promotional Material

9.1 The Sponsor must not issue any press releases or make any other public announcement related to IATA or the Sponsored Events without IATA’s prior written approval.

9.2 The Sponsor will obtain the prior written approval of IATA for any and all advertising or promotional material associating the Sponsor and/or its products with the Event. Such approval shall not be unreasonably withheld or delayed.

10. Force Majeure 

IATA will not be liable for defaults or delays under this Agreement by reason of a force majeure events which shall include, whether foreseeable or unforeseeable,  accidents,  war, fire, strike, government regulations, public catastrophe, pandemic, epidemics, acts of God, restrictions  (including travel restrictions, restrictions on capacity or limitations on crowd size), loss of venue, or any cause beyond the control of IATA (each, a “Force Majeure Event”). To the extent that a Force Majeure Event makes the holding and provision of the Event impracticable or impossible, IATA is entitled to cancel, reschedule, or reformat such Event in its sole discretion. If IATA , cancels the Event for any reason, including, without limitation, upon the occurrence of a Force Majeure Event, IATA shall determine the amount of refund to the Sponsor proportionate to the share of the balance of the aggregate Fees received which remains, after deducting expenses incurred by IATA and reasonable compensation to IATA. In no case shall the amount of the refund to the Sponsor exceed the amount of the Fees paid to IATA. IATA will not be responsible for reimbursing the Sponsor for any expenses or costs incurred by the Sponsor related to the cancellation of the Event due to force majeure, including the cost of any In-kind Benefits.

11. Compliance

Sponsor represents and warrants that neither the Sponsor nor any of its financial institutions are subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such party. If Sponsor or any of its financial institutions becomes subject to sanctions or is otherwise designated on any list of prohibited or restricted parties, Sponsor must notify IATA as soon as possible.

12. Representations, Warranties, Liability and Insurance

12.1 IATA warrants that it has the right to grant the Sponsor the Sponsor Benefits outlined in the Sponsorship Order Form.

12.2 Other than the representations and warranties outlined in these Terms, IATA disclaims all other representations and warranties, whether express or implied, written or oral, with respect to any goods, services or Sponsor benefits to be provided under the Sponsorship Order Form. All other warranties, including warranties of merchantability and fitness for a particular purpose, are hereby expressly excluded and disclaimed.

12.3 IATA shall not be liable for any of the following (whether direct or indirect): consequential, indirect or special losses; loss of profit; loss of revenue; loss or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill.

12.4 In no event shall the aggregate liability of IATA and any of its employees, agents, officers, representatives, subcontractors, subsidiaries and affiliates arising out of or in connection with this Agreement exceed the total or the value of the fees and charges paid or payable by Sponsor under the Sponsorship Order Form or the total value of the In-kind Benefits for the Event during the twelve (12) month period preceding the date on which the applicable claim arose.

12.5 The Sponsor assumes full responsibility for any damage caused by the Sponsor, its employees, agents, officers, representatives or subcontractors to the Event building or to any third-party, including third-party property. The Sponsor shall indemnify, defend and hold harmless IATA, its subsidiaries and affiliates and any employees, agents, officers, representatives and/or subcontractors of the aforementioned from any and all claims, demands, suits, liability, damage loss and expense of any kind which results from any damage caused by the Sponsor, its employees, agents, officers, representatives or subcontractors or which, otherwise,  arises in connection with the use, supply, distribution or sale of the Sponsor products. In view of the foregoing, the Sponsor is urged to place “extra-territorial” and other coverage on its equipment or demonstrations. For clarification purposes, IATA shall not be liable or otherwise responsible for any damage to Sponsor’s property. The Sponsor shall take out comprehensive and appropriate insurance coverage for its property and liability and in relation to any promotions or events which it undertakes in relation to the subject matter of this Agreement including product liability and indemnity insurance. 

13. Governing Law and Dispute Resolution

This Agreement and any dispute, controversy or claim (including non-contractual disputes, controversies or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales, without regard to otherwise applicable principles of law. The parties shall meet and discuss within fifteen (15) business days of a party's notification and include senior representatives of each party to find an amicable solution. In the absence of a solution agreed between the parties, any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the London Court of International Arbitration (LCIA) Rules, as at present in force. There shall be one arbitrator and the appointing authority shall be the London Court of International Arbitration. The seat of arbitration shall be London, England. The language to be used shall be English.

14. Survival

Any rights arising on termination or expiration of the Agreement shall survive termination or expiration of the Agreement, including those terms expressly or by implication from its nature, is intended to survive its termination or expiration.

15. Termination

The Agreement may be terminated by either party as follows:

15.1  For convenience by the Sponsor upon thirty (30) days’ written notice, in which case it is understood:

15.1.1 If the Event is more than eight (8) months from the effective date of termination, the Sponsor will be entitled to an eighty percent (80%) refund of the Fees. The Sponsor will be entitled to a fifty percent (50%) refund of the Fees for terminations between five to eight months before the Event. If the Event is less than five (5) months from the effective date of termination, the Sponsor will not be entitled to any refund of the Fees.

15.1.2 Notwithstanding the foregoing, if the Agreement includes In-Kind Benefits, including Host Airline tickets, if the Event is more than eight (8) months from the effective date of termination, the Sponsor will be entitled to a cancellation of the In-Kind-Benefits. If the event is less than eight (8) months from the effective date of termination, the Sponsor will not be entitled to any cancellation of the In-Kind-Benefits.

15.2  For convenience by IATA upon thirty (30) days’ written notice, in which case it is understood IATA will provide a refund of the Fees paid up until the date of termination and the In-kind Benefits will be cancelled.

15.3  For cause by either party:

(1) If the other party is in material breach of the Agreement and the material breach remains uncured for a period of 30 days from the receipt of notice from the breaching party; or

(2) With immediate effect if the other party engages in an activity that is illegal and causes harm to the interests or reputation of the other party.

In which case it is understood that if Sponsor is the breaching party it will not be entitled to any kind of refund of the Fees or cancellation of the In-kind Benefits. If IATA is the breaching party, the Sponsor will be entitled to a refund of the Fees and cancellation of the In-kind Benefits.

15.4 IATA may terminate the Agreement with immediate effect in order to comply with the law or requests of government entities in which case it is understood Sponsor will be entitled to a refund of the fees and cancellation of the In-kind Benefits.

Upon termination of the Agreement, (1) all of your rights under the Sponsorship Order Form will immediately terminate, (2) you remain responsible for payment of the Fee or In-kind Benefits if required in accordance with the termination provisions outlined in this Section. 

16. Waiver

The failure by IATA to enforce any provision of this Agreement will not constitute a waiver or such provision nor will it limit IATA’s right to enforce the provision at a later time.

17. Entire Agreement and Conflict

The terms of the Sponsorship Order Form and the Terms form the entire agreement between the Sponsor and IATA regarding the subject matter hereof and supersede all prior or collateral understandings, communications, representations, warranties, promises or conditions between IATA and Sponsor. To the extent there is any conflict between the Sponsorship Terms and the Sponsorship Order Form, the Sponsorship Order Form shall prevail. IATA reserves the right to vary these terms and conditions.

18. Severability

If any part, term or provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the remaining portions or provisions of this Agreement.

19. Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) set forth hereunder shall be assigned without the prior written approval of the other party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

20. Notice

Any and all notices, requests, demands and other communications to be made or given pursuant to this Agreement must be in English and in writing sent via registered post to the address outlined in the Sponsorship Order Form and shall be deemed duly given on the third (3) business day after the mailing date.

21. Exhibitors 

This Section will apply if (1) the Event includes an Expo and (2) you have been assigned an exhibition space in accordance with the Sponsorship Order Form. IATA will establish exhibit hours and exhibit space layout and reserves the right to make changes. IATA will send you instructions for the setup and establishment of your exhibition space, which you must follow. IATA may, in the interest of the exhibitors, engage third-parties to provide support to exhibitors. IATA assumes no responsibility or liability for any of the services performed or materials delivered by these third-parties. Sponsor remains at all times responsible for its property and IATA will not be responsible for any theft or damage caused to such property.

22. Amendments

IATA reserves the right to amend these Terms and Conditions unilaterally in its absolute discretion, and Customer acknowledges IATA’s right to do so.  Such amendments shall become effective 30 days after they are promulgated. If Customer objects to any material amendment, the Customer may terminate the Agreement by giving 60 days’ notice thereof to IATA. It is the Customer’s responsibility to periodically check the published Terms and Conditions to ensure they remain familiar with the Terms and Conditions.