Welcome to SPONSORSHIP.BID. These Terms & Conditions ("Terms") govern your use of, and the services provided from, www.sponsorship.bid (the "Site"). The Site is run by Aegis Consulting Solutions Ltd a company registered in the UK (with registration number 09452742) ("Us"). We provide the services available on the Site to you. We only intend this Site for use by individuals and legal business entities, and their representatives, domiciled or registered in the UK or European Union. By using the Site and/or registering as a member of the Site you are agreeing that you have read these Terms and agree to be bound by them. If you are not domiciled or registered in the UK or EU you use the Site at your own risk. By registering as a representative of an entity you confirm that you have continuing authority to act on behalf of that entity and bind that entity to these Terms.
1.1 In these Terms the following words shall have the following meanings unless the context otherwise requires:
1.1.1 Auction – means one or more of the auctions described in paragraph 12;
1.1.2 Contact Facility – means the messaging system available on the Site used by Buyers and Sellers for the purposes of agreeing and recording additional or amended terms and conditions in relation to Sponsorship Opportunities and contacting each other;
1.1.3 Our Fees – shall be as defined in paragraph 13.4;
1.1.4 Sponsorship Seller (Sponsorship Seeker or Rights Holder) – means an individual, club, association or legal business entity which has registered as a member of the Site and which owns or is licensed to use the rights to the trade marks and other intellectual property rights and "Seller" and "you" shall have the same meaning as "Sponsorship Seller" within these Terms where the context requires;
1.1.5 Sponsorship Buyer (Sponsorship Provider or Sponsor) – means an individual or legal business entity which has registered as a member of the Site and wishes to purchase, or engages in the purchase, of Sponsorship Opportunities via the Site. "Buyer" and "you" shall have the same meaning as "Sponsorship Buyer" within these Terms where the context requires;
1.1.6 Sponsorship Description – shall be as defined in paragraph 8.2;
1.1.7 Sponsorship Opportunity – an opportunity to purchase sponsorship listed on the Site by a Sponsorship Seller;
1.1.8 User Content – shall be as defined in paragraph 5.1;
1.1.9 Working Days – means any day which is not a Saturday or a Sunday or a public or bank holiday in the UK.
2 Accessing the Site
2.1 You may access certain parts of the Site including the Site home page located HERE. If you wish to access the Sponsorship Opportunities, search the Site, view any content or use the services provided by Us on the Site you must set up a membership account and register a user name and password.
2.2 Where legal business entities register as members of the Site. Members must register the contact details of a minimum of one individual representative and agree that We may deal with your registered representative or representatives for all purposes in connection with these Terms.
2.3 You are responsible for keeping your account details and password confidential. You must ensure that nobody else knows your username and password. If you think that somebody else knows your username and password you must tell Us immediately so that We can change your account details. Please email Us at the following email address if you believe your account is no longer secure: firstname.lastname@example.org.
2.4 Access to the Site is permitted on a temporary basis and We reserve the right to withdraw or amend the service We provide on the Site without notice (see below). We may terminate or block your account and restrict your access to the Site if We believe that you are in breach of these Terms or if we determine it is appropriate to do so in our absolute discretion. If your account is blocked please email Us at the following email address: email@example.com. We are under no obligation to reactivate your account.
2.5 You are responsible for making all arrangements necessary for you to have access to the Site. You are also responsible for ensuring that all persons who access the Site through your internet connection or your registered user account details are aware of these Terms, and that they comply with them.
3.1 In order to become a member of the Site you must register with Us. By registering on behalf of a legal business entity you agree that you have authority to legally bind that entity and references to "you" or to the "Buyer" or "Seller" (as appropriate) throughout these Terms shall be construed as references to that entity.
3.2 You may not use the Site or register to become a member if you are under 18 years of age or otherwise unable to form legally binding contracts. By registering as a member you confirm that you are over 18.
3.3 In order to become a member you must provide Us with all the information required in the fields at the following link: REGISTER.
3.4 All Registration Data must be valid and complete and you must include valid email addresses, telephone numbers and contact details and where registration is carried out on behalf of a legal business entity, you must include such information for all representatives. If you do not provide all required Registration Data, or the Registration Data provided is not valid or incomplete, We may refuse to activate your membership account.
3.5 By submitting your Registration Data You consent to Us taking any steps which We consider to be necessary to verify such information including identifying the persons named to ensure that the information which you have submitted is correct. We may verify all Registration Data provided by you prior to activating your membership account. Please note that activation of your membership account may take up to 7 Working Days.
3.6 If We consider that any of the information is incorrect or that the registration is deliberately false or mis-leading, We may refuse to grant membership to you or, if membership has already been granted, We may terminate your membership.
3.7 Members who are legal entities must notify Us immediately if one or more of the representatives leaves the organisation or is otherwise prevented from entering into legally binding agreements on behalf of the entity.
3.9 Although We have the right under paragraph 3.5 to verify information provided by you it is your responsibility to provide Us with complete and accurate information at all times during the registration procedure and the term of your membership. We do not accept any liability arising due to errors in information submitted by you although We will endeavour to correct such errors if they are notified to Us.
3.10 We may cancel any membership accounts which are inactive for 6 months or more.
3.11 We reserve the right at any time to block your registration and restrict your access to the Site where We suspect that your registration is no longer secure. We are under no obligation to reactivate your account.
3.12 We will commence supplying services to you immediately on activation of your membership account. If you are a consumer you will not be permitted to cancel these Terms under the Consumer Protection (Distance Selling) Regulations 2000 (or any equivalent legislation) once the supply of services to You has begun.
3.13 You may not transfer or sell your account, username or password to any other person without Our consent.
3.14 You may not use the Site if access to your membership account has been suspended, terminated or blocked.
3.15 You accept that Sponsorship Opportunities listed on the Site are not offered exclusively by Sellers and may be sold by the Seller to a third party elsewhere prior to the end of an Auction.
3.16 Notwithstanding paragraph 3.15, you agree that you and/or your representatives may not make offers to buy or sell, and may not buy or sell, the Sponsorship Opportunities where you have become aware of the Sponsorship Opportunity via the Site or listed the Sponsorship Opportunity on the Site, unless you buy or sell the Sponsorship Opportunity through the Site. In the event that you are in breach of this paragraph 3.16 you will be responsible for paying Us Our Fees in respect of the transaction in accordance with paragraph 13.
3.17 You must not publish the contact details or any other personal information about other members, including, without limitation, financial information, in any public area, or in anyway including online, or use such information other than to carry out transactions on the Site.
3.18 You may close your account at any time by emailing Us at firstname.lastname@example.org provided that you have no outstanding bids, listings or payments due at the time at which you close your account.
4 Prohibited Uses
4.1 You must not use the Site in a derogatory manner or in any manner which may adversely affect Our business or reputation or the business or reputation of any of Our members at any time. If We believe that you have done so, in our absolute discretion, we may remove any material from the Site as we deem appropriate and We may cancel your membership accounts.
4.2 You may use the Site only for lawful purposes and, in particular, you will not impersonate any person, misrepresent your identity or affiliation with any person or entity or provide false, inaccurate or misleading information.
You may not use the Site:
4.2.1 in any way that breaches any applicable local, national or international law or regulation;
4.2.2 in any way that breaches these Terms;
4.2.3 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4.2.4 to artificially inflate the price of any Sponsorship Opportunity or Auction or influence any other person to artificially inflate the price of any Sponsorship Opportunity or Auction;
4.2.5 to adversely influence any listings on the Site;
4.2.6 to avoid any payments owed to Us or to any of Our members, including, without limitation, by contacting Sellers or Buyers other than via the Site to avoid payment;
4.2.7 for the purpose of harming or attempting to harm minors in any way;
4.2.8 to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms above;
4.2.9 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
4.2.10 to access without authority, interfere with, damage or disrupt any part of the Site, any equipment or network on which the Site is stored, any software used in the provision of the Site; or any equipment or network or software owned or used by any third party.
4.2.11 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, hardware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
4.2.12 to copy, download, modify or distribute rights or content from the Site, including Our services, Our intellectual property rights (including copyright and trade marks) or the intellectual property rights of Our members other than as permitted by the Seller in the context of you purchasing a Sponsorship Opportunity.
4.3 You also agree:
4.3.1 not to post any information (including photographs and videos) relating to another person without that person's consent;
4.3.2 without prejudice to paragraph 4.3.1, that you will not upload photographs or any other information relating to minors (being persons under the age of 16) without first obtaining the express written consent of a parent or guardian;
4.3.3 not to harvest or collect email addresses or other contact information from other users, visitors or members for the purposes of sending unsolicited emails or other unsolicited communications;
4.3.4 not to send or make available any unsolicited or unauthorised advertising, promotional materials, "spam", "chain letters", "pyramid schemes" or any other form of solicitation;
4.3.5 not to use the Site in any way that could damage, disable, overburden or impair the Site;
4.3.6 not to use automated scripts to collect information from or otherwise interact with the Site;
4.3.7 not to register as more than one member or register as a member on behalf of another person or organisation;
4.3.8 not to impersonate any person or entity or misrepresent yourself in any way;
4.3.9 not to use or attempt to use another person's registration or create a false identity on the Site;
4.3.10 not to abuse, threaten, intimidate or harass anybody;
4.3.11 not to engage in any predatory or stalking conduct; and
4.3.12 not to circumvent or modify, or attempt to circumvent or modify, any security technology or software that is part of the Site.
5 Content on Our Site
5.1 You are responsible for: (i) the content and accuracy of any materials uploaded, posted, published or displayed on the Site by you including, without limitation, Sponsorship Opportunities and Sponsorship Descriptions ("User Content"); (ii) authorising such User Content to be made available to visitors and other members; and (iii) the consequences of any such communications. Members must ensure that their User Content complies with these Terms.
5.2 You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted or shared by you on or through the Site will violate or infringe: (i) the rights of any third party including, without limitation, copyright, trade mark, privacy, publicity or other personal or proprietary rights; or (ii) these Terms.
5.3 You must ensure that any contribution of User Content or other contribution to the Site will comply with the standards set out in these Terms and you will reimburse Us for any losses, expenses or liabilities We incur as a result of you failing to comply with these Terms.
5.4 User Content must not:
5.4.1 contain any material which is defamatory of any person;
5.4.2 contain any material which is obscene, offensive, hateful or inflammatory;
5.4.3 promote or contain sexually explicit material;
5.4.4 promote violence;
5.4.5 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
5.4.6 be likely to deceive any person or contain false, inaccurate or misleading information;
5.4.7 be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
5.4.8 promote or constitute any illegal activity or action;
5.4.9 be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
5.4.10 be likely to harass, upset, embarrass, alarm or annoy any other person;
5.4.11 be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
5.4.12 give the impression that they emanate from Us, if this is not the case; or
5.4.13 advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
6 No Monitoring or Moderation
We will not monitor or moderate the User Content on the Site, as it is your responsibility to ensure that your User Content complies with these Terms.
7 Abuse Notifications
If you believe that any content on the Site infringes any intellectual property rights of yours or any third party, or is otherwise contrary to these Terms, you may send a written notification of that alleged unlawful content ("Unlawful Content") to Us by following the procedure set out below:
· you may contact Us with a written notification that identifies, in sufficient detail, the Unlawful Content so that We can locate the Unlawful Content;
· you must identify the URL or other specific location on the Site that contains the Unlawful Content;
· you must state why you believe the content to be Unlawful Content and, in the case of content that is alleged to infringe intellectual property rights, you must state the owner of that intellectual property;
· you must provide Us with any assistance We may reasonably require in order to investigate your notification (We will not cover any costs or expenses incurred by you when doing so);
· you must include a statement from you that you have a good faith belief that the content is Unlawful Content and that the information you have provided in your notification is true, accurate and complete in all respects;
· you must provide Us with your name, address, telephone number and email address; and
· you must submit your notification to Us by emailing Us at email@example.com
You will also reimburse Us for any costs, claims, expenses, losses or other liabilities We may incur as a result of You misrepresenting content as Unlawful Content.
We reserve the right to remove or disable access to the Unlawful Content at any time without notice. We reserve the right to terminate the account of any person found to have posted Unlawful Content.
8 Sponsorship Sellers (Sponsorship Seekers, Rights Holders or Seller)
Sponsorship Sellers must comply with the terms set out in this paragraph 8:
8.1 By listing a Sponsorship Opportunity on the Site or any affiliated site you agree that you are a Sponsorship Seeker for the purposes of these Terms and that you will pay Our Fees in accordance with these Terms. You also agree that:
8.1.1 the content within the Sponsorship Opportunity listing complies with these Terms;
8.1.2 We may post your Sponsorship Opportunity on Our Site or any Site affiliated with Our Site to be viewed by members and other users;
8.1.3 your Sponsorship Opportunity may not be available to view on the Site for up to 2 (two) Working Days from the time of you uploading it; and
8.1.4 members' ability to search for and view your Sponsorship Opportunity on the Site will depend on the information and key words which you provide in relation to the Sponsorship Opportunity.
8.2 Sponsorship Seekers must provide a complete and accurate description of the Sponsorship Opportunities they wish to offer on the Site (the "Sponsorship Description") in respect of each Auction including:
8.2.1 a full and detailed description of the nature of the Sponsorship Opportunity being offered;
8.2.2 the type of Auction (see paragraph 12) available (whether general bid, purchase, proposal, private auction or members club);
8.2.3 the starting price, bidding increments and any reserve or purchase price (as appropriate);
8.2.4 the date on which the Sponsorship Opportunity will start;
8.2.5 the date on which the Sponsorship Opportunity will end;
8.2.6 the date on which the Auction will end;
8.2.7 whether the item is being offered exclusively to the Buyer or whether a number of organisations may purchase the same Sponsorship Opportunity;
8.2.8 payment terms (for example, whether the price is due immediately or on close of the Auction);
8.2.9 any other costs which the successful Buyer shall pay;
8.2.10 details of any Buyers who may not bid in the auctions (due to legislative or other requirements or obligations relating to the Seeker's industry (for example, where tobacco companies are legally prevented from sponsoring sporting events);
8.2.11 whether the successful Buyer will be permitted to use your trade marks and intellectual property rights to publicise the Sponsorship Opportunity purchased and the terms and restrictions on such use;
8.2.12 whether the Buyer must accept all terms put forward by the Seller or whether the Buyer may propose additional or alternative terms;
8.2.13 any other information which the Seller reasonably considers that the Buyer may need in order to make an informed decision as to whether to place a bid for the Sponsorship Opportunity; and
8.2.14 any terms to be agreed by the parties, prior to or after conclusion of the Auction.
8.3 Sponsorship Descriptions posted on the Site must:
8.3.1 be accurate (where facts are stated);
8.3.2 be genuinely held (where opinions are stated); and
8.3.3 comply with applicable law in the UK and in any country from which they are posted.
9 Sponsorship Buyer (Sponsorship Providers, Sponsor or Buyer))
Sponsorship Buyers must comply with the terms set out in this paragraph 9.
9.1 By placing a bid on a Sponsorship Opportunity on the Site you agree that you are a Sponsorship Provider for the purposes of these Terms and that you will comply with, and act in accordance with these Terms.
9.2 Before you place a bid on a Sponsorship Opportunity you must ensure that you have logged in to your membership account and that you have read and understood the Sponsorship Description including any terms and conditions of the Sponsorship Opportunity as set out in the Sponsorship Description. If you are unsure of the meaning of any of the terms you should contact the Seller before bidding on the Sponsorship Opportunity.
9.3 You agree that each bid which you place on a Sponsorship Opportunity is an offer to enter into a legally binding agreement with the Sponsorship Seeker and that acceptance of a successful bid by a Sponsorship Seeker in relation to a general bid, immediate purchase, private auction or members club Auction (as described in paragraph 12) forms a legally binding contract between you and the Sponsorship Seeker to buy the Sponsorship Opportunity.
9.4 By placing a bid on a Sponsorship Opportunity other than a Sponsorship Opportunity offered via a proposal Auction in accordance with paragraph 12, you accept and agree that, if you are the successful Buyer you shall abide by any terms and conditions indicated in the Sponsorship Description of that Auction, including payment of the price which you offer to the Seller, and any other terms and conditions agreed by you and the Seller using the Contact Facility.
9.5 You agree that bids placed by you on Sponsorship Opportunities which are offered under the proposal Auction are non-binding bids and are subject to the agreement of additional terms between you and the Seller. By placing a bid on such an Auction you agree that:
9.5.1 the Seller may select any number of bids which it has received in respect of a proposal Auction and commence negotiations with any or all of the members which submitted bids;
9.5.2 if you receive notification that your bid has been selected you will commence negotiations to agree the outstanding terms with the Seller within 3 working days of receipt of such notification;
9.5.3 you will act reasonably and in good faith at all times during the course of the negotiations; and
9.5.4 if, following the negotiations, the Seller notifies you that you are the winning Buyer, you will execute and do (or procure to be executed or done by any other necessary person or entity) all such deeds, documents, acts and things as the Sponsorship Seeker may from time to time reasonably require to enter into a binding agreement with the Sponsorship Provider.
9.6 You agree that you will not at any time:
9.6.1 bid on Sponsorship Opportunities with no intention of buying;
9.6.2 bid on Sponsorship Opportunities where you are unable to or do not agree to the terms and conditions; or
9.6.3 bid on Sponsorship Opportunities which you or your organisation is legally prohibited from sponsoring or which you or your organisation is prohibited from sponsoring under the terms of any industry regulations, codes of conduct or practice, good practice guidelines or other similar agreements, regulations or rules.
9.7 Sponsorship Providers accept and agree that Sponsorship Opportunities are not offered by the Sponsorship Seeker exclusively on the Site but may also be offered for sale elsewhere and that the Sponsorship Seeker may withdraw the Sponsorship Opportunity from the Site at any time prior to the end of the Auction without liability to you (any such withdrawal by a Seller is subject to these Terms). We and the Sponsorship Seeker disclaim all liability and responsibility to you in these circumstances for any losses which you may incur as a result of the Sponsorship Opportunity being withdrawn.
9.8 If you are the Buyer (Sponsorship Provider) which is the highest bidder you must pay the price which you have committed to pay together with any associated costs as set out in the Sponsorship Description in accordance with these Terms and the payment terms set out in the Sponsorship Description.
9.9 If you are the Buyer (Sponsorship Provider) which is the next highest bidder and the Buyer which has bid above you cancels its bid in accordance with paragraph 10 (whether prior to or after the end of the Auction), you, as the next highest bidder, will be offered the opportunity to purchase the Sponsorship Opportunity and, if you accept the offer, you must pay the price which you have committed to pay in the Auction together with any associated costs as set out in the Sponsorship Description in accordance with these Terms and the payment terms set out in the Sponsorship Description, subject to the Seller accepting your bid.
10 Cancellation of a bid or listing
Cancellation of a bid
10.1 If a Buyer which has placed a bid in an Auction discovers (whether before or after the end of the Auction) that it has placed the bid incorrectly because the Buyer, acting reasonably considers that:
10.1.1 it is not permitted to bid in the Auction due to legal reasons;
10.1.2 it does not have authority to place the bid;
10.1.3 it has placed the bid in breach of any of these Terms; or
10.1.4 its account has been suspended, cancelled, terminated or blocked for any reason by Us
the Buyer must contact Us immediately by emailing Us at firstname.lastname@example.org to confirm that it wishes to cancel the bid and the reasons for cancellation. As soon as reasonably possible following receipt of such notification We may, at Our sole discretion, allow the Buyer to cancel the bid.
10.2 Buyers may not cancel bids for any reason other than the reasons set out in paragraph 10.1 other than with Our consent which We are under no obligation to provide.
10.3 If We allow a bid to be cancelled We will notify the relevant Buyer and Seller as soon as reasonably possible. We may, at Our sole discretion, charge you an administration fee of one hundred pounds (£100) in the event that a bid is cancelled by you. This represents Our administration costs in cancelling the bid, re-listing the Sponsorship Opportunity and notifying the Seller.
10.4 If the Seller receives confirmation from Us that a bid has been cancelled on request from the Buyer prior to the Auction ending and at the time of such cancellation, that Buyer's bid is the highest bid in the Auction the Seller may, at its sole discretion:
10.4.1 withdraw the Sponsorship Opportunity from the Auction and may re-list the Sponsorship Opportunity in a new Auction at a later date;
10.4.2 continue the Auction in which case the Buyer which is the second highest bidder at the time of cancellation will become the highest bidder.
10.5 If a Seller receives confirmation from Us that the bid of the winning Buyer has been cancelled by Us on request by the Buyer following the end of an Auction the Seller may, at its sole discretion:
10.5.1 remove the Sponsorship Opportunity from the Site;
10.5.2 re-list the Sponsorship Opportunity in another Auction at a later date; or
10.5.3 offer the Sponsorship Opportunity to the second highest bidder using the Contact Facility.
10.6 In the event that a Buyer which is the highest bidder in an Auction is not permitted by Us to cancel its bid and the Buyer is the winning Buyer at the end of the Auction, you shall be liable to pay the Seller the total price committed by you in the Auction whether or not you accept the Sponsorship Opportunity. In these circumstances the Seller shall be liable to Us for payment of Our Fees in accordance with paragraph 13.
Removal of a listing
10.7 Sellers who wish to withdraw a Sponsorship Opportunity must notify Us as soon as possible and in any event prior to the end of an Auction. In this event the Seller will be liable to pay Our Fee in full (or where an exact fee can’t be readily determined, an appropriate approximation of what the Fee would have been had the Sponsorship Opportunity been sold through the Site, to be determined by Us in our discretion) in accordance with these Terms unless agreed otherwise by Us in writing.
10.8 If a Seller wishes to withdraw a Sponsorship Opportunity after the end of an Auction you must notify Us immediately and We will, at Our sole discretion, confirm whether or not the Sponsorship Opportunity can be withdrawn. If we refuse to allow withdrawal but the Seller no longer makes available the Sponsorship Opportunity then the Seller will pay our Fee in full in accordance with these Terms (or if necessary an appropriate approximation of Our Fee as set out in 10.7 above).
10.9 We will notify Buyers as soon as reasonably practicable in the event that a Sponsorship Opportunity is withdrawn by a Seller.
10.10 We may, at Our sole discretion, charge you an administration fee of one hundred pounds (£100) in the event that a Sponsorship Opportunity is withdrawn by you with Our written agreement and waiver of 10.7 above. This represents Our administration costs in withdrawing the Sponsorship Opportunity and notifying the Buyers.
11 Contact Between Members
11.1 If indicated by the Seller in the Sponsorship Description, the Buyer and the Seller may contact each other via the Contact Facility to agree amended or additional terms in relation to the Sponsorship Opportunity. By clicking "confirm amended terms" both parties agree that the original terms listed by the Seller are amended as recorded in the Contact Facility and the parties agree to accept and be bound by all terms agreed via the Contact Facility. Until such time as both the Buyer and the Seller have clicked "confirm amended terms" the Sponsorship Opportunity shall be deemed not to have been purchased by the Buyer and neither party shall be bound by the additional or amended terms.
11.2 In the event that the Buyer does not accept the "amended terms" within a reasonable period, and in any event no later than three (3) Working Days following the end of the Auction, the Seller may re-list the Sponsorship Opportunity without liability to the Buyer.
There are three different types of Auctions available on the Site. All members must ensure that they understand and agree to the terms of each Auction as set out in this paragraph 12.
12.1 By selecting an Auction and listing a Sponsorship Opportunity in the Auction Sellers agree to be bound by the terms of the Auction.
12.2 By bidding on a Sponsorship Opportunity Buyers agree to be bound by the terms of the Auction indicated in the Sponsorship Description.
12.3 Sellers will not be able to list a Sponsorship Opportunity on the Site until they have selected an Auction type. You agree that you are responsible for selecting the most appropriate Auction for your Sponsorship Opportunity and that We have no responsibility to you in this respect.
General Bid Auction
12.4 Sponsorship Opportunities listed on the Site in a general bid Auction must be allocated a starting price by the Sponsorship Seller. Buyers shall place bids at or above the starting price subject to the increments selected by the Seller and the highest bidder at the end of the Auction shall be the winning Buyer.
12.5 Buyers which participate in general bid Auctions may enter a starting bid and state a maximum amount you are willing to pay for the Sponsorship Opportunity The Buyer agrees that We may automatically increase your starting bid in increments in response to the bids of other Buyers until the maximum amount selected is reached and, if you are the successful Buyer, you shall pay for the Sponsorship Opportunity up to and including the level of the maximum amount selected.
12.6 Sellers may combine a general bid Auction with an immediate sponsorship Auction by offering an immediate sponsorship Auction option along with a general bid Auction in relation to the same Sponsorship Opportunity. If a Buyer selects the immediate sponsorship Auction prior to the start of the general bid Auction, the Sponsorship Opportunity will be withdrawn from the general bid Auction.
12.7 Sponsorship Opportunities listed on the Site in an immediate sponsorship Purchase Auction are those which have non-negotiable terms and conditions and may be purchased by the first Buyer which agrees to purchase the Sponsorship Opportunity on the terms and at the price indicated in the Sponsorship Description.
12.8 Buyers must click on the "Purchase" option on the Site to accept the Immediate Sponsorship Sponsorship Opportunity.
12.11 Sponsorship Opportunities listed on the Site in a proposal Auction require the Buyer to review the Sponsorship Opportunity offered by the Seller, including all terms and conditions, and present the Seller with an acceptance of the proposal or a counter-proposal. The Seller may select an unlimited number of favourable proposals from those received (the selected proposals) up to the date of the end of the Auction and the Seller and participating Buyers shall then negotiate and agree full terms for the Sponsorship Opportunity within a timescale agreed by the parties. Of the selected proposals, the Seller may select a winning Buyer and shall offer the Sponsorship Opportunity to the winning Buyer.
12.12 The Seller agrees that once it has notified a Buyer that it is the winning Buyer it shall discuss the terms of the Sponsorship Opportunity exclusively with the Buyer for the duration specified in the Sponsorship Description. Following expiry of this period if no agreement has been reached with the winning Buyer, the Seller may continue to negotiate with the Buyer but may also, at its sole discretion discuss or agree terms of the Sponsorship Opportunity with other Buyers.
12.13 Sellers agree to act reasonably and in good faith in relation to the Buyers at all times during the negotiations with the Buyers.
12.14 Buyers agree that by clicking on "Submit Proposal" they shall act reasonably and in good faith in relation to the Seller for the duration of the negotiations.
12.15 Prior to an Auction being listed on the Site the Seller will have the opportunity to review the details of the Sponsorship Opportunity and must ensure that all details are correct prior to submitting the details to the Site. The Seller agrees that by clicking "Save and Publish" the Sponsorship Opportunity will be listed on the Site to be viewed by members and other users.
12.16 The Seller is responsible for ensuring that the details of the Sponsorship Opportunity are correct when the Auction has been listed on the Site. If any details are incorrect the Seller should notify Us immediately by email to email@example.com (including the details of any incorrect information and the lot details) and the Seller will amend the details of the Sponsorship Opportunity immediately, making it clear what the amended details are.
13.1 You may register as a member of the Site and place bids on Sponsorship Opportunities on the Site.
13.2 If you list Sponsorship Opportunities on the Site or place a bid in an Auction you agree to pay our Fees in accordance with this paragraph 13.
13.3 If you are the winning Buyer at the end of an Auction you shall be liable to the Seller to pay the total amount committed by You to the Seller together with any other fees, costs or taxes set out in the Sponsorship description or otherwise agreed by the parties using the Contact Facility. Unless otherwise stated in this paragraph 13, all payments in respect of Sponsorship Opportunities purchased on the Site or following use of the Site must be paid directly to the Seller in accordance with this paragraph 13. Payment shall be made to the Seller using the payment method selected by the Seller, made available through the Site.
13.4 Unless otherwise agreed by Us Our Fees are 10% (ten per cent) of the total price payable to the Seller by the Buyer in respect of each Sponsorship Opportunity purchased or agreed to be purchased via the Site or following use of the Site (Our "Fees"). Our Fees shall be paid within 7 Working Days of the issuance on an invoice by us to the Seller.
13.5 In the event that a Buyer makes a payment to a Seller other than in accordance with these terms, in respect of a Sponsorship Opportunity purchased on the Site or following use of the Site, and this has not been agreed by Us or is otherwise in breach of these Terms, We may invoice the Seller or the Buyer for Our Fees (at Our discretion) and the Seller and the Buyer (as applicable) shall be liable for paying Our Fees immediately on receipt of the invoice.
13.6 If the Sponsorship Opportunity is purchased by way of a proposal Auction or if the amount payable for the Sponsorship Opportunity is otherwise agreed by the Buyer and the Seller after the Auction ends or otherwise off the Site the Seller shall immediately, following agreement of the total amount to be paid by the Buyer:
13.6.1 collect the agreed amount from the Buyer; and
13.6.2 notify Us of the total amount to be paid by the Buyer so that We may invoice the Seller for Our Fees; and
13.6.3 pay Our Fees within 7 Working Days of the issuance of an invoice by Us.
13.7 We may, at Our sole discretion, following the date on which a proposal Auction ends, and prior to the Buyer and Seller entering into a final agreement on terms in respect of the Sponsorship Opportunity, invoice the Seller for an amount equal to 30% (thirty per cent) of Our likely Fees (representing 3% (three percent) of the likely value of the Sponsorship Opportunity). This invoice shall be payable by the Seller within 7 Working Days of issuance by Us, and is not refundable if the Buyer does not enter into a final agreement to purchase the Sponsorship Opportunity from the Seller. In the event that the Buyer does purchase the Sponsorship Opportunity, the amount already paid by the Seller shall be deducted from Our Fees and the Buyer's obligation to pay Our Fees shall be reduced by the amount already paid accordingly.
13.8 We reserve the right to increase or decrease the proportion of our Fees which are payable upfront (stated in paragraph 13.7) at Our sole discretion in accordance with the value of the Sponsorship Opportunity and you shall be liable to pay any increases in accordance with paragraph 13.7
13.9 For the avoidance of doubt members shall be obliged to pay Our Fees in respect of any Sponsorship Opportunities listed on the Site which are sold to Our members or purchased from Our members if those members have at any time viewed the Sponsorship Opportunity on Our Site or participated in bidding on the Sponsorship Opportunity on our Site whether or not the final agreement for the Sponsorship Opportunity is concluded on or off the Site.
13.10 Without prejudice to any other remedy which We may have, if any sums due from the Seller under these Terms are not received by Us by the due dates agreed We may:
13.11.1 If the amount has been received by the Seller from the Buyer, seek recovery of the amount from the Seller who shall be liable for payment in full of the outstanding amount;
13.11.2 if the amount is owed by the Seller and the Seller has not received all or any of the payment due from the Buyer, seek recovery of the amount from the Buyer or Seller at our discretion, who shall be liable for payment in full of the outstanding amount;
13.11.3 charge the Seller (or the Buyer as appropriate) interest on the overdue amount at the rate of 4% above the base rate of Lloyds Bank Plc for the time being from the due date until the overdue sums have been received in cleared funds;
13.11.4 suspend your right to participate in the Site until such time as payment of the overdue sums (together with any interest) have been received; and/or
13.11.5 terminate your account without further reference to you..
13.12 All payments made by you shall be made in sterling without set-off or counterclaim of any description. If you are required at any time by any applicable law to make any such deduction from any payment due that payment shall be increased by such amount and will result in receipt by Us of a net sum equal to the sum that We would have received had no such deduction been required.
13.15 All sums due under these Terms are exclusive of Value Added Tax which (where applicable) will be paid to Us by you in addition to the sums due.
15 Intellectual Property
Intellectual Property Owned by you
15.1 You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted or shared by you on or through the Site will violate or infringe: (i) the rights of any third party including, without limitation, copyright, trade mark, privacy, publicity or other personal or proprietary rights; or (ii) these Terms.
15.2 You are only permitted to post material to the Site that you have created or which you have permission to post. You confirm to Us that: (i) you own the User Content posted by you or otherwise have the right to sub-license such User Content to Us on the terms set out in these Terms; (ii) the posting of your User Content on or through the Site does not violate any applicable laws; (iii) if User Content posted by you contains information relating to another person, organisation or business, you have the consent of that person for the information to be posted on the Site; and (iv) you acknowledge that you are responsible for determining the purposes for which information relating to other people contained in User Content posted by you is used.
15.3 Title to and interest in User Content uploaded on to the Site by you in accordance with these Terms shall vest in you. You hereby agree to grant a non-exclusive, transferable, royalty free, worldwide, perpetual licence to Us to use your User Content for the purposes of providing the service to you in accordance with these Terms.
15.4 By submitting User Content which includes your trade marks or other intellectual property rights, or the trade marks or intellectual property rights of third parties which you have the right to licence, you grant Us a royalty-free, non-exclusive right and license to publish, store, host and display the content (in whole or in part) on or through the Site worldwide for the duration of the Auction and/or the provision of Our service to you in respect of the Auction and to refer to you in Our advertising materials in accordance with paragraph 16 below.
15.5 You agree that your User Content including your trade marks and intellectual property rights will be made available to other members and users without compensation to you.
15.6 We do not claim any ownership rights in User Content. You will retain full ownership of all User Content posted by you on the Site.
15.7 You are responsible for making back-up copies of User Content that you post to the Site. We are not liable for any loss of or damage to User Content.
15.8 We have the right to disclose your identity to any third party who is claiming that any User Content posted to the Site by you constitutes a violation of their intellectual property rights, or of their right to privacy.
Intellectual Property Owned by Us
15.9 As between you and Us, all information and images contained on the Site, other than content uploaded by you, is the property of Us and is protected by copyright laws. All software used on the Site is the property of Us or Our software suppliers and is protected by copyright laws. All rights are reserved. You are granted a limited licence to access and use the Site in accordance with these Terms. You may print off one copy, and may download extracts, of any page(s) from the Site for your personal reference and you may draw the attention of others within your organisation to material posted on the Site.
15.10 Except for your own content you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
15.11 Our status (and that of any identified contributors) as the authors of material on the Site must always be acknowledged.
15.12 If you print off, copy or download any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at Our sole option, return or destroy any copies of the materials you have made.
15.13 Unless the conditions below are met, the content of the Site may not be distributed, modified, reproduced in whole or in part without Our prior written permission.
16.1 We may include in any of Our advertising or marketing material a reference to the fact You are a member of the Site and details of any Sponsorship Opportunities sold or purchased by you via the Site.
17 Dispute Resolution
17.1 If any dispute arises in connection with these Terms you agree to attempt to settle it by contacting Us first by emailing Us at: firstname.lastname@example.org
17.2 If We are unable to settle the dispute to your reasonable satisfaction you agree to attempt to settle it by mediation under the auspices of the ADR Group. To initiate the mediation a party shall give written notice (Mediation Notice) to the other party to requesting a mediation. The mediator shall be agreed upon within 21 Working Days of the date of the Mediation Notice, failing which the mediator shall be appointed by the President of the Law Society of England and Wales. The mediation shall start not later than 21 Working Days after the appointment of the mediator.
17.3 If the parties cannot agree on any issue as to the conduct of the mediation (other than as to the appointment of the mediator), then at the request of either party the ADR Group/mediator (if he has been appointed) will decide the issue.
17.4 If the dispute is not resolved within 60 Working Days of starting the mediation or within such further period as the parties may agree, either party may then give written notice to the other to refer the dispute to the English Courts for final determination.
17.5 Nothing in this clause shall prevent any party seeking injunctive or interim relief.
18 Information Gathering
18.1 You may not use any data gathering or data extraction tools, such as robots, on the Site without Our prior written permission.
19 Changes to the Site
19.1 We aim to update the Site regularly, and may change the content at any time. If the need arises, We may suspend access to the Site, or close it indefinitely. Any of the material on the Site may be out of date at any given time, and We are under no obligation to update such material.
20 Hacking and Offences
20.1 You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack our Site including via a denial-of-service attack or a distributed denial-of service attack.
20.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them and any other relevant information. In the event of such a breach, your right to use the Site will cease immediately.
20.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any Site linked to it.
21 Linking to the Site
21.1 You may link to the Site home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
21.2 You must not establish a link from any site that is not owned by you.
21.3 The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice. The site from which you are linking must comply in all respects with the content standards set out above unless you have agreed otherwise in writing with Us.
21.4 If you wish to make any use of material on Our Site other than that set out above, please address your request to: email@example.com
22 LEGAL DISCLAIMER - PLEASE READ THIS SECTION CAREFULLY
22.1 User Content, Sponsorship Descriptions, Sponsorship Opportunities, content, commentary, contributions and any other materials posted on the Site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by You or any user or member or visitor to the Site or any third party or by anyone who may be informed of any such material. We do not warrant that We will verify the accuracy or completeness of any User Content, Sponsorship Descriptions, Sponsorship Opportunities, content, commentary, contributions or any other materials posted on the Site.
22.2 You as a Buyer accept that Sponsorship Opportunities listed on the Site are not offered for sale exclusively on the Site and as such, may be removed from the Auction in the event that the Seller sells the Sponsorship Opportunity to a third party (any such removal or off-site sale by a Seller is subject to these Terms). We disclaim all liability and responsibility arising due to any Sponsorship Opportunity being removed from the Site by a Seller.
22.3 You accept that We will take any steps which We deem necessary to verify your Registration Data prior to accepting you as a member and activating your account and We disclaim all liability and responsibility arising due to any delays in activating your account.
22.4 We may, at Our sole discretion allow Buyers to cancel bids which they have placed on Auctions on the Site. We disclaim all liability and responsibility to the Seller in the event that We cancel a Buyer's bid and the Seller agrees that We do not warrant that We will provide any reasons or justification for the cancellation.
22.5 You agree that it is your responsibility to be aware of and that you will comply with any laws, regulations, codes of practice, rules and regulations of any applicable governing body or other relevant organisation, in relation to you or your organisation, which would affect your ability to sponsor a Seller or accept sponsorship from a Buyer. We disclaim all liability and responsibility to you arising as a result of you being prohibited by law, or for any other reason, from sponsoring a Sponsorship Opportunity or allowing a Buyer to sponsor you.
22.6 You accept and agree that although We may verify the accuracy of Registration Data provided to Us We are not responsible for doing so and We do not confirm the accuracy or correctness of members' identities or the identities of their representatives. We disclaim all liability and responsibility arising due to a member providing inaccurate information to Us which is subsequently relied upon by you.
22.7 You accept that We do not review the Sponsorship Opportunities available on the Site and are not involved in facilitating the transaction between the Buyer and the Seller. You agree that we have no control over and do not accept liability for the quality, legality or safety of the Sponsorship Opportunities offered, the ability of Seller's to sell or the ability of Buyers to buy.
22.8 All content uploaded onto the Site in accordance with these Terms will be stored, as stated, on Our secure servers. We disclaim all liability and responsibility for any loss or damage to such content and it is your responsibility to back up content in a secure location at your own cost.
22.9 You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Site is at your own discretion and risk and that you will be solely responsible for any damage to your own computer system or loss of data that results from the download of such material and/or data. We are not responsible for any errors or omissions, or for the results obtained from the use of such information.
22.10 Mention of third party services, companies and websites on the Site is for information purposes only and constitutes neither an endorsement nor a recommendation.
23 Disclaimer of Warranties
23.1 You expressly agree that use of the Site is at your sole risk.
23.2 We make no warranty that the Site will be uninterrupted, secure or error free. We will not be liable if for any reason the Site is unavailable at any time or for any period. From time to time We may suspend or restrict access to the Site in order to carry out repairs, maintenance or to introduce new facilities.
24 Limitation of Liability
24.1 While We have taken care in preparing the contents of the Site, We shall not be liable for any loss or damage arising out of or in connection with your use of the Site including, without limitation, indirect, or consequential loss or damage, loss of anticipated revenues, loss of business opportunities, loss of goodwill, loss or corruption of data or damage to reputation resulting from (a) your use or your inability to use the Site; or (b) any transmissions received through the Site or as a result of your use of the Site; or (c) any reliance placed on any information found or content posted on the Site; or (d) unauthorised access to or alteration of your transmissions or data.
24.2 Nothing in these Terms shall operate to limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud (including, but not limited to, fraudulent misrepresentation) or for that which cannot lawfully be excluded.
24.3 The aggregate liability (inclusive of interest and legal and other costs) of Us to You in respect of all claims arising under or in connection with these Terms (whether by reason of any negligence by Us or any of Our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, breach of statutory duty or otherwise) shall not in any event exceed £100.
24.4 Some jurisdictions do not allow Us to disclaim warranties or limit our liability, and in which case, such warranties and liabilities set out in these Terms may not apply to you.
26 Suspension and Termination
26.1 We will determine your use of the Site, at Our discretion, where there has been a breach of these Terms through your use of the Site. When a breach of these Terms has occurred, We may take such action as We deem appropriate.
26.2 Failure to comply with these Terms constitutes a material breach of the Terms upon which you are permitted to use the Site, and may result in Our taking all or any of the following actions:
26.2.1 immediate, temporary or permanent withdrawal of your right to use the Site;
26.2.2 immediate, temporary or permanent removal of any posting or material uploaded by you to the Site;
26.2.3 issue of a warning to you;
26.2.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
26.2.5 further legal action against you;
26.2.6 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
27 Changes to the Terms
28.1 If any provision in these Terms is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, such provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of these Terms not affected by such invalidity or unenforceability shall remain in full force and effect.
29.1 No delay or failure by Us in enforcing any provision in these Terms shall be deemed to be a waiver or create a precedent or in any way prejudice Our rights under these Terms.
30 Entire Agreement
30.1 These Terms shall constitute the entire agreement and understanding, and shall supersede any previous agreement(s), between the parties in connection with the subject matter of these Terms.
30.2 You acknowledge and agree that you have not been induced to enter into these Terms in reliance upon, and in connection with these Terms do not have any remedies in respect of, any representation or other statement or promise of any nature whatsoever other than as expressly set out in these Terms.
30.3 Nothing in these Terms shall operate to limit or exclude any liability for any fraudulent misrepresentation or for any other matter in respect of which liability cannot lawfully be limited or excluded.
31 Exclusion of Third Party Rights
31.1 Unless expressly stated in these Terms, nothing in these Terms shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
32.1 Nothing in these Terms shall constitute any partnership between any of the parties or be deemed to have created any relationship of agency between them and unless expressly stated in these Terms neither party shall have the authority to contract on behalf of or otherwise bind the other in any way.
33 Jurisdiction and Governing Law
33.1 These Terms shall be governed by and construed in accordance with the laws of England. Any dispute arising under these terms and conditions (including of a non-contractual nature) shall be subject to the non-exclusive jurisdiction of the courts of England.
34 Contact Us
34.1 If you have any questions about these Terms please contact Us by emailing Us at firstname.lastname@example.org