Golf Clubber - Terms and conditions
INTRODUCTION
The Event (as defined on the Order Confirmation and Booking Form) is organised and managed by **Golfclubber Limited** (“Golfclubber”), a company registered in England and Wales with registration number 16418514 and registered office at 7C Davenant Road, London, N19 3NW.
These Terms and Conditions, together with the Order Confirmation and Booking Form (together the “Agreement”), set out the terms on which the Sponsor and Golfclubber agree in relation to the sponsorship of the Event, namely, the Golfclubber 2026 Sponsorship.
Defined terms in this Agreement shall have the meaning given to them on the Order Confirmation and Booking Form or within these Terms and Conditions.
References to “Golfclubber”, “we”, “us” and “our” shall be references to Golfclubber Limited. References to “Sponsor”, “you” or “your” shall be references to the customer entity named in the Order Confirmation and Booking Form.
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- GRANT OF RIGHTS
1.1 Golfclubber grants to the Sponsor:
(a) the Sponsor Benefits (as defined on the Order Confirmation and Booking Form); and
(b) a non-transferable, non-exclusive, royalty-free licence to use the Event logos and trademarks (the “Event Marks”) provided to the Sponsor in accordance with clause 2.3 solely to promote the Sponsor’s sponsorship of the Event, during the Term (as defined at clause 7.1) and in accordance with the terms of this Agreement.
1.2 In the event that the Sponsor changes the Sponsor Marks at any time during the Term, the Sponsor agrees that Golfclubber shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by Golfclubber or on the Sponsor’s behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless the Sponsor agrees in writing in advance to meet the costs and expenses incurred by Golfclubber arising from such change.
1.3 The Sponsor acknowledges and agrees that the Sponsor shall be solely responsible for all costs that the Sponsor incurs relating to the Sponsor’s attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and all costs incurred by the Sponsor in exercising the Sponsor Benefits).
1.4 The Sponsor shall promptly comply with all reasonable instructions and directions issued by or on behalf of Golfclubber in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). Golfclubber shall not be responsible for any failure or delay in providing any of the Sponsor Benefits where such failure occurs directly or indirectly as a result of the Sponsor’s failure or delay in complying with any of Golfclubber’s reasonable instructions or directions. Notwithstanding the foregoing, if any of Golfclubber’s instructions or directions conflict with any of the terms of this Agreement, the terms of this Agreement shall control.
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- OBLIGATIONS
2.1 The parties will use their reasonable efforts to collaborate on any appropriate joint marketing or promotional projects relating to the Event.
2.2 The Sponsor undertakes to ensure the Sponsor’s staff exercise the Sponsor Benefits in accordance with the terms of this Agreement and Golfclubber undertakes to ensure delivery of the Sponsor Benefits in accordance with the terms of this Agreement.
2.3 The Sponsor shall, within seven (7) days of signature of this Agreement by both parties, supply Golfclubber with an example of the Sponsor Marks in a suitable digital format. Golfclubber shall, within seven (7) days of signature of this Agreement by both parties, supply the Sponsor with examples of the Event Marks in a suitable digital format.
2.4 The Sponsor shall, prior to distributing any promotional materials referencing the Event and/or using the Event Marks (the “Customer Literature”), provide copies of the Customer Literature to Golfclubber for approval (such approval not to be unreasonably withheld or delayed). Golfclubber shall respond with approval or reasonable comments within five (5) business days of receipt. The Sponsor undertakes that the Sponsor shall not distribute any Customer Literature until the Sponsor has received written confirmation (including by email) from Golfclubber approving the Customer Literature. The Sponsor is solely responsible for meeting all costs relating to the Customer Literature (including reprinting costs if Golfclubber’s approval is not obtained prior to printing).
2.5 Golfclubber shall, prior to distributing any promotional materials referencing the Sponsor and/or using the Sponsor Marks (the “Event Literature”), provide copies of the Event Literature to the Sponsor for approval (such approval not to be unreasonably withheld or delayed). The Sponsor shall respond with approval or reasonable comments within five (5) business days of receipt. Golfclubber undertakes that Golfclubber shall not distribute any Event Literature until Golfclubber has received written confirmation (including by email) from the Sponsor approving the Event Literature. Golfclubber is solely responsible for meeting all costs relating to the Event Literature (including reprinting costs if the Sponsor’s approval is not obtained prior to printing).
2.6 The Sponsor undertakes that any Customer Literature will:
(a) comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;
(b) comply with any instructions or directions issued by or on behalf of Golfclubber, provided such instructions are consistent with the terms of this Agreement;
(c) not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and
(d) include any legal or good practice notices as reasonably required by Golfclubber from time to time.
2.7 Golfclubber undertakes that any Event Literature will:
(a) comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;
(b) comply with any instructions or directions issued by or on behalf of the Sponsor, provided such instructions are consistent with the terms of this Agreement;
(c) not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and
(d) include any legal or good practice notices as reasonably required by the Sponsor from time to time.
2.8 The Sponsor shall not do, or omit to do, (and shall procure that none of the Sponsor’s employees, agents or contractors shall do, or omit to do) anything which may: (i) bring the Event or Golfclubber into disrepute; (ii) disparage the Event or Golfclubber; (iii) damage Golfclubber’s goodwill associated with the Event; or (iv) be otherwise prejudicial to the image and/or reputation of the Event or Golfclubber. Golfclubber shall not do, or omit to do, (and shall procure that none of Golfclubber’s employees, agents or contractors shall do, or omit to do) anything which may: (i) bring the Sponsor into disrepute; (ii) disparage the Sponsor; (iii) damage the Sponsor’s goodwill; or (iv) be otherwise prejudicial to the image and/or reputation of the Sponsor.
2.9 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without Golfclubber’s prior written consent (including by email).
2.10 Each party shall be responsible for taking out and maintaining appropriate insurance in relation to its respective participation in and performance of obligations under this Agreement, including public liability and employer’s liability insurance where applicable.
2.11 The Sponsor shall comply with all relevant laws and regulations which may apply in relation to the Sponsor’s involvement in the Event. The Sponsor shall indemnify and keep indemnified and defend (at the Sponsor’s own expense) Golfclubber and its employees, officers, directors and agents against all reasonable costs, claims, damages or expenses suffered or incurred by Golfclubber or for which Golfclubber may become liable due to any breach by the Sponsor or the Sponsor’s employees or agents of any of the Sponsor’s obligations under this Agreement or any applicable laws and regulations.
2.12 Golfclubber shall comply with all relevant laws and regulations which may apply in relation to the Event and Golfclubber’s obligations under this Agreement. Golfclubber shall indemnify and keep indemnified and defend (at Golfclubber’s own expense) the Sponsor and the Sponsor’s employees, officers, directors and agents against all reasonable costs, claims, damages or expenses suffered or incurred by the Sponsor or for which the Sponsor may become liable due to any breach by Golfclubber or Golfclubber’s employees or agents of any of Golfclubber’s obligations under this Agreement or any applicable laws and regulations.
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- GOLFCLUBBER’S ADDITIONAL OBLIGATIONS
3.1 Golfclubber shall provide the Sponsor Benefits and organise the Event using reasonable skill and care and will consult with the Sponsor Representative (as set out on the Order Confirmation and Booking Form) on aspects of the Event where Golfclubber deems it appropriate to do so.
3.2 The Sponsor Benefits are personal to the Sponsor and Golfclubber is not obliged to provide the Sponsor Benefits (or any part of them) to any other entity or person without the Sponsor’s prior written consent.
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- SPONSORSHIP FEE
4.1 In consideration of Golfclubber providing the Sponsor Benefits, the Sponsor shall pay to Golfclubber the Sponsorship Fee in accordance with the Payment Terms, and to the bank account specified by Golfclubber on the invoice.
4.2 If the Sponsorship Fee is not received by Golfclubber when due, Golfclubber reserves the right not to supply, or to cease to supply, any or all of the Sponsor Benefits. For the avoidance of doubt, the Sponsor shall not be permitted entry to the Event unless full payment has been received by Golfclubber.
4.3 Unless otherwise agreed between the parties in writing, where the Sponsorship Fee is payable in one instalment, such payment shall be due and payable within thirty (30) days from the date of the invoice.
4.4 The Sponsorship Fee is exclusive of any applicable sales tax (including but not limited to, VAT) which shall be paid by the Sponsor at the rate from time to time in force. Applicable taxes will be billed as a separate line item on the invoice.
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- INTELLECTUAL PROPERTY RIGHTS
5.1 The parties acknowledge as follows:
(a) all intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in the Sponsor Marks shall be solely and exclusively owned by the Sponsor, together with any goodwill therein, and Golfclubber shall not acquire any rights in the Sponsor Marks; and
(b) all intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks and any photographs, video recordings, or other content created by or on behalf of Golfclubber at the Event) shall be owned by Golfclubber, subject always to clause 5.1(a).
5.2 The Sponsor shall indemnify Golfclubber and keep Golfclubber indemnified from and against all reasonable claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a third party claim that Golfclubber’s use of the Sponsor’s intellectual property rights in accordance with this Agreement (including without limitation the Sponsor Marks) infringes any intellectual property rights of any third party.
5.3 Golfclubber shall indemnify the Sponsor and the Sponsor’s employees, officers, directors and agents and keep all such parties indemnified from and against all reasonable claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a third party claim that the Sponsor’s use of Golfclubber’s intellectual property rights in accordance with this Agreement (including without limitation the Event Marks) infringes any intellectual property rights of any third party.
5.4 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or anything which will or may affect any registration of the other party’s marks.
5.5 The Sponsor agrees that the Sponsor shall not use the Event Marks in any way that in Golfclubber’s reasonable opinion connotes that Golfclubber is forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that Golfclubber endorses any part of the Sponsor’s business, trading name or style.
5.6 If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other party’s intellectual property rights (including, but not limited to, copyright, trademarks and design rights), then it shall promptly notify the other party in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable cooperation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceeding brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action at its own expense.
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- CANCELLATION, POSTPONEMENT & FORCE MAJEURE
6.1 Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any failure or delay in performing its obligations under this Agreement as a result of an event or series of connected events outside of its reasonable control (a “Force Majeure Event”), including, without limitation: acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action, pandemic, epidemic or other widespread illness, or government restrictions or orders.
6.2 If a Force Majeure Event occurs that prevents or delays the holding of the Event:
(a) Golfclubber shall notify the Sponsor as soon as reasonably practicable and shall use reasonable efforts to reschedule the Event within twelve (12) months of the original Event date;
(b) If the Event is rescheduled within twelve (12) months, this Agreement shall continue in full force and effect for the rescheduled Event date, and the Sponsor Benefits shall be provided at the rescheduled Event;
(c) If the Event is not rescheduled within twelve (12) months of the original Event date, the Sponsor may elect either:
(i) a full refund of the Sponsorship Fee paid (less any amounts already expended by Golfclubber on delivering Sponsor Benefits prior to the Force Majeure Event occurring); or
(ii) a credit note for 100% of the Sponsorship Fee to be used at a future Golfclubber event within twenty-four (24) months.
6.3 If the Sponsor elects a credit note under clause 6.2(c)(ii) and does not use it within the twenty-four (24) month period, the credit note shall expire and no refund shall be due.
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- TERM AND TERMINATION
7.1 This Agreement shall take effect on the date of last signature set forth in the Order Confirmation and Booking Form and shall continue until thirty (30) days following completion of the Event (the “Term”), unless terminated earlier in accordance with this clause 7.
7.2 **No Termination Within Three Months of Event**: Neither party shall have the right to terminate this Agreement for convenience within three (3) months immediately preceding the scheduled date of the Event, in recognition of the costs incurred by both parties for the production and distribution of marketing and promotional materials in either digital or physical formats during this period.
7.3 **Termination for Convenience Outside Three-Month Window**: Outside the three (3) month period immediately preceding the Event, either party may terminate this Agreement for convenience by providing sixty (60) days’ written notice to the other party. In such cases:
(a) If the Sponsor terminates, the Sponsor shall be refunded any unearned portion of the Sponsorship Fee on a pro-rata basis, calculated based on the Sponsor Benefits not yet delivered or provided; and
(b) If Golfclubber terminates, Golfclubber shall refund the Sponsorship Fee in full (less any amounts already expended by Golfclubber on delivering Sponsor Benefits prior to the termination notice).
7.4 **Termination for Material Breach**: Either party may terminate this Agreement immediately by written notice if:
(a) the other party commits a material breach of this Agreement and (if such breach is capable of remedy) fails to remedy that breach within thirty (30) days of being notified in writing to do so; or
(b) the other party becomes insolvent, enters into liquidation or administration, or has a receiver appointed over its assets.
7.5 **Effect of Termination**: Upon termination of this Agreement for any reason:
(a) each party shall immediately cease using the other party’s Marks and shall, within seven (7) days, remove all references to the other party from its promotional materials (except for archival materials or where removal is not reasonably practicable);
(b) all licences granted under this Agreement shall immediately terminate;
(c) termination shall not affect any rights or liabilities that have accrued prior to termination; and
(d) clauses which by their nature are intended to survive termination (including clauses 5, 9, 10, 11 and 12.9) shall continue in full force and effect.
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- LIMITATION OF LIABILITY
8.1 Subject to clause 8.3, each party’s aggregate liability to the other party, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising out of or in connection with this Agreement, shall be limited to the total Sponsorship Fee paid or payable by the Sponsor under this Agreement.
8.2 Subject to clause 8.3, neither party shall be liable to the other party for:
(a) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or
(b) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
8.3 Nothing in this Agreement shall limit or exclude a party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
8.4 The indemnities provided under clauses 2.11, 2.12, 5.2 and 5.3 shall be subject to the limitations set out in this clause 8, except that such limitations shall not apply to the extent the liability arises from fraud, wilful misconduct, or gross negligence.
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- CONFIDENTIALITY
9.1 Each party shall treat in confidence all information obtained from the other party pursuant to this Agreement that is confidential in nature (“Confidential Information”), which shall include (without limitation) the terms of this Agreement, details of the Sponsorship Fee, and any technical or commercial information designated as confidential. Each party shall use such Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement.
9.2 Each party shall only disclose Confidential Information:
(a) to those of its employees, advisors and contractors who reasonably need to know the same to the extent required for the proper performance of this Agreement and who are bound by terms of confidentiality at least as protective as the terms set forth herein; or
(b) to the extent that such Confidential Information is required to be disclosed by law, regulation, court order or regulatory authority, provided that (where legally permitted) the disclosing party provides the other party with reasonable advance notice of such required disclosure.
9.3 The obligations under this clause 9 shall not apply to information that:
(a) is or becomes publicly available through no breach of this Agreement;
(b) was lawfully in the receiving party’s possession prior to disclosure under this Agreement;
(c) is lawfully received from a third party without breach of any confidentiality obligation; or
(d) is independently developed by the receiving party without reference to the Confidential Information.
9.4 The obligations under this clause 9 shall continue for a period of three (3) years following the termination or expiry of this Agreement.
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- DATA PROTECTION
10.1 Each party shall comply with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, and the Data Protection Act 2018 (together, “Data Protection Laws”).
10.2 Each party acknowledges that, for the purposes of Data Protection Laws, it shall act as an independent data controller in respect of any personal data processed by it in connection with this Agreement, unless otherwise agreed in writing.
10.3 Where personal data of Event attendees, participants, or other individuals is to be shared between the parties, the parties shall enter into a separate data sharing agreement setting out the purposes, scope, and protections applicable to such sharing.
10.4 Each party shall:
(a) process personal data only in accordance with Data Protection Laws and for lawful purposes;
(b) implement appropriate technical and organisational measures to protect personal data;
(c) promptly notify the other party of any data breach that affects personal data shared under this Agreement; and
(d) respond promptly to any data subject requests or regulatory inquiries related to personal data processed under this Agreement.
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- ANTI-BRIBERY AND COMPLIANCE
11.1 Each party warrants that it shall:
(a) comply with all applicable laws, statutes and regulations, including but not limited to:
(i) anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and other local anti-corruption laws;
(ii) data privacy laws, regulations and regulatory guidance;
(iii) export/import and economic sanctions laws;
(iv) immigration, labour and employment laws;
(v) equal employment opportunity and anti-discrimination laws; and
(vi) environmental laws.
(b) have and maintain in place adequate policies and procedures to ensure compliance with applicable laws and prevent bribery and corruption; and
(c) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by or on behalf of such party in connection with the performance of this Agreement.
11.2 Neither party shall provide any goods or services to the other party that would cause a violation of any applicable laws.
11.3 Breach of this clause 11 shall be deemed a material breach of this Agreement and shall entitle the non-breaching party to terminate this Agreement immediately by written notice.
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- GENERAL
12.1 **Assignment**: Neither party may assign, sub-licence or otherwise transfer any of its rights or obligations under this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).
12.2 **Notices**: All notices under this Agreement shall be sent by email with read receipt or delivery confirmation requested, to the email addresses set out in the Order Confirmation and Booking Form (or such other email address as a party may notify to the other from time to time). Notices to Golfclubber should be sent to: accounts@golfclubber.co.uk. Notices are deemed received:
(a) if sent by email, at the time of transmission if transmitted during business hours (9am to 5pm UK time on a business day), or otherwise at 9am UK time on the next business day; or
(b) upon confirmation of delivery if delivery confirmation is obtained.
12.3 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, representations and warranties, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement, save that this shall not apply so as to limit or exclude either party’s liability for fraud or fraudulent misrepresentation.
12.4 **No Partnership**: This Agreement shall not create, nor shall it be construed as creating, any partnership, joint venture or agency relationship between the parties. Neither party shall have authority to bind the other party or to contract in the name of or create a liability against the other party.
12.5 **Governing Law and Jurisdiction**: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.
12.6 **Severability**: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.
12.7 **Variation**: No variation of this Agreement shall be effective unless it is in writing and signed by both parties.
12.8 **Waiver**: No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that right or remedy.
12.9 **Counterparts**: This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all counterparts shall together constitute one agreement. Electronic signatures shall be deemed valid and binding.
12.10 **Third Party Rights**: No person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.