Partnership – General Terms and Conditions

1. CONSIDERATION. In consideration for: you providing the Supplier Services, we agree to provide you the Hyve Services upon the terms and conditions set out in this Agreement; and us providing the Hyve Services, you agree to provide us the Supplier Services upon the terms and conditions set out in this Agreement. The relationship between us and you is non-exclusive and each party shall be entitled to appoint any other third party to perform services which are the same or similar to the relevant to the Hyve Services and/or the Supplier Services (as applicable, the “Services”).

2. SUPPLY OF SERVICES. In providing the Services, each party shall perform professionally with due care and skill; comply with the delivery dates set forth in the Barter Terms and any agreed timetables; follow generally accepted industry standard and all applicable laws; obtain and maintain all necessary licences and consents; use competent, qualified and sufficient Personnel; act responsibly so as not to harm or bring into disrepute the other party, any related party, or any relevant Event; comply with the other party’s reasonable directions regarding the nature and scope of the Services; and remain responsible for the acts and omissions of its employees, agents, Personnel and contractors.

3. OBLIGATIONS. Each party represents, warrants, and undertakes that it (i) has full authority to enter into and perform this Agreement and is not bound by any conflicting agreement; (ii) and its Personnel will act in good faith and not knowingly act in a way that harms the other party’s goodwill or reputation, or, where applicable, the Event; (iii) will not, without the other party’s prior written consent, make announcements, press releases, interviews, or provide assistance to third parties relating to the other party or, where applicable, the Event; and (iv) will not, and will ensure its Personnel do not, represent or imply any connection, sponsorship, endorsement, or official supplier status with the other party or, where applicable, the Event, without prior written consent.

4. TAXES. Each party is solely responsible for all taxes applicable to its services under this Agreement, including sales taxes, value added tax or similar goods or services (or similar) (“VAT”), duties, and similar charges. Where VAT or similar tax applies, the supplying party shall issue a valid VAT invoice unless a self-billing arrangement has been agreed in writing.

5. CONFIDENTIALITY. Each party shall keep all Confidential Information (defined in Clause 18) strictly confidential and use it only as necessary to perform this Agreement, disclosing it only with prior written consent or to its Personnel bound by equivalent obligations. Upon request, the Receiving Party will return or, where practical, delete all Confidential Information. Because damages may be inadequate, equitable remedies such as injunctions are appropriate for breach. Either party may disclose Confidential Information if required by law or a regulatory body (with prior notice where possible), if lawfully in its possession prior to disclosure, or if it enters the public domain other than through breach. These obligations survive termination. Notwithstanding the foregoing, either party may disclose the existence and terms of this Agreement to actual or prospective shareholders, investors, acquirers, or financing sources, provided such recipients are bound by written confidentiality obligations no less protective than these.

6. INTELLECTUAL PROPERTY. Each party retains all rights in its Intellectual Property, Marks, and materials it owns or creates (“Own Materials”), and nothing in this Agreement transfers ownership. Each grants the other a limited, revocable, non-exclusive, non-transferable, royalty-free licence to use its Marks set forth in Schedule 3 and Own Materials solely to perform obligations and agreed promotional activities, subject to written brand guidelines. You will ensure your Personnel assign to you all IP created in providing the Services, waive (and procure waivers of) moral rights, and consent (and procure consent) to filming, photography, and recordings at the Event or location where Services are provided, which may be used by us or third parties without restriction or payment. Each party warrants that its Marks, Materials, and Services do not infringe third-party rights, violate law, defame others, or contain unlawful materials. You and your Personnel may not record, photograph, or post about the Event without our prior written consent, and any permitted materials may only be retained for personal use. Each party shall execute documents and take actions reasonably requested to give effect to this Section, and except as expressly provided, no rights are granted by implication, estoppel, or otherwise.

7. ACKNOWLEDGMENT OF BARTER AGREEMENT. This Agreement is a barter arrangement for the mutual exchange of services and deliverables, with no monetary payment unless expressly stated. Assigned values are for internal and administrative purposes only, and each party enters in good faith acknowledging that the value derived may differ based on business objectives, marketing exposure, audience access, or other benefits.

8. OTHER AGREEMENTS.

8.1.    If in the Agreement we provide you with access to the Event, you hereby agree to abide by our terms of attendance and participation which can be found here https://hyve.group/terms-of-attendance/ and which are incorporated into this Agreement by reference.

8.2.    If, under this Agreement, we provide you with sponsorship, and/or the right to exhibit at the Event, you agree terms conditions listed at schedule 3.

9. INSURANCE. Each party shall, at its own expense, maintain during the provision of the Services occurrence-based insurance with a reputable insurer covering liability for any claim arising in connection with this Agreement, free from restrictions other than those standard in the industry, and will provide reasonable evidence of such coverage upon request by the other party.

10. MUTUAL INDEMNITY. Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its employees, advisors, directors, officers, owners, affiliates, and agents (each, an “Indemnified Party”) from and against any and all liabilities, losses, claims, demands, lawsuits, damages, costs, and expenses (including reasonable legal and professional fees) incurred or suffered by any Indemnified Party, to the extent arising out of or in connection with any breach of this Agreement by the Indemnifying Party. For the avoidance of doubt, the indemnification obligations in this Clause 9 are subject to the limitations of liability set out in Clause 11, except in relation to the matters excluded from such limitations as set forth in Clause 11.1.

11. LIMITATION OF LIABILITY

11.1.    Nothing in this Agreement shall exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct or intentional acts or omissions; (d) breach of Clause 5 (Confidentiality); or (e) any other liability which cannot be excluded or limited as a matter of applicable law (together, the “Excepted Matters”).

11.2.    Subject to Clause 11.1, neither party shall be liable to the other for any indirect, special, punitive, exemplary, or consequential losses or damages, including any loss of profits, revenue, contracts, or goodwill, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and even if such loss was foreseeable or the party was advised of the possibility of such loss.

11.3.    Subject to Clause 11.1,  the total aggregate liability of each party and its affiliates under or in connection with this Agreement shall not exceed the greater of: (i) the total estimated value (as set out on the Barter Terms); or (ii) $100,000.

12. TERMINATION

12.1.     This Agreement shall automatically terminate on the End Date.

12.2.     Either party may terminate this Agreement at any time by providing to the other party not less than one month’s notice in writing.

12.3.     We may terminate this Agreement immediately by giving written notice to you if the Services are in relation to a specific Event and that Event is cancelled for any reason.

12.4.     Either party may terminate this Agreement immediately by giving written notice to the other party (“Terminating Party”) if: (a) the other party does not provide the relevant Services by the Delivery Date set out in the Barter Terms; (b) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) the other party fails to remedy that breach within a period of fourteen (14) days after being notified to do so (or such shorter period as we require);(c) the other party suffers or undergoes any bankruptcy, insolvency, or similar proceedings; or (d) the other party or any of its Personnel does or says anything which will or may harm the reputation or public perception of the Terminating Party and if the Terminating Party is us, the Event.

12.5.     Upon termination, each party shall: (a) provide reasonable cooperation and information to mitigate the effects of termination, including a smooth handover of ongoing work; (b) immediately return all property of the other party in its possession or control (including passes, media, documents, and copies); and (c) if any documents or information are held on personal systems, promptly forward copies to the other party and irretrievably delete them.

12.6.    For the avoidance of doubt, the termination of this Agreement (however arising) will not affect: any rights or obligations which have accrued up to the date of termination; or any rights or obligations which expressly or by their nature are intended to survive termination, including, without limitation, the rights and obligations set forth in the following Clauses: Clause 4 (Taxes), Clause 5 (Confidentiality), Clause 5 (Intellectual Property), Clause 9 (Mutual Indemnity), Clause 11 (Limitation of Liability), Clause 12 (Termination), Clause 13 (Data Protection), Clause 15 (Status), and Clause 19 (General), including Clause 19.6 (Choice of Law), Clause 19.7 (Dispute Resolution), and Clause 19.8 (Jurisdiction).

13. DATA PROTECTION AND MONITORING. Each party warrants to the other that it shall comply with applicable data protection laws.

14. FORCE MAJEURE. Neither party shall be liable for failure to perform obligations due to a Force Majeure Event or other circumstances beyond its reasonable control. The affected party shall promptly notify the other, use reasonable efforts to mitigate the impact, and work in good faith to find alternatives. If Services cannot be provided due to a Force Majeure Event, the other party may suspend related payments.

15. STATUS. Each party is an independent contractor, and neither it nor its personnel are employees, agents, or representatives of the other. Each party is solely responsible for its personnel, including all payments, taxes, and compliance obligations, and shall not permit them to act on behalf of the other without written agreement. Each party shall indemnify the other against any related claims, interest, or penalties.

16. ASSIGNMENT AND SUB-CONTRACTING. Either party may not assign, transfer, or otherwise dispose of its rights or obligations under this Agreement without the other party’s consent; any unauthorized transfer gives the other party the right to terminate. Neither party may subcontract without prior written consent. If consent is given, the subcontracting party shall: (a) ensure the subcontractor complies with this Agreement (including maintaining required insurance); (b) ensure each subcontractor maintains insurance required under Clause 10; and (c) remain responsible for all acts and omissions of subcontractors. Each party consents to the use of the approved subcontractors listed in the Barter Terms.

17. COMPLIANCE. Each party shall comply with all applicable laws, including applicable anti-bribery, anti-corruption, and sanctions laws, including those administered by the United Kingdom, United States, European Union, and United Nations, in connection with this Agreement and the provision of the Services. Each party represents that it is not subject to applicable sanctions and shall not do anything that would cause the other party to be in breach of any such laws. Any breach of this Clause shall be deemed a material breach of this Agreement.

18. MODERN SLAVERY. Each party represents that it has not been convicted of any offence involving slavery or human trafficking and shall comply with all applicable laws relating to modern slavery and human trafficking in connection with this Agreement. Each party shall promptly notify the other if it becomes aware of any actual or suspected modern slavery or human trafficking in connection with the performance of the Services.

19. SUPPLIER CODE OF CONDUCT. In performing your obligations under the Agreement, you warrant and represent that you, your affiliates and your representatives shall comply with our  Supplier Code of Conduct, which is available here.

20. GENERAL

20.1.     Notices: The parties agree that any notice or other communication under this Agreement shall be given or delivered by hand or by registered mail to the other party’s registered address (or such address as advised in writing from time to time) or by email. Such notice is treated as having been given and received: (a) if delivered, on the day of delivery if a business day, otherwise on the next business day; (b) on the date of receipt if sent by registered mail; and (c) if sent by e-mail, to the e-mail address set out in the Barter Terms, when received provided that: delivery shall be evidenced by a copy of the relevant e-mail showing the time and date that it was sent together with a read receipt and delivery receipt. For the avoidance of doubt a notice shall not be properly served if sent by fax.

20.2.    Entire Agreement: This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements or representations, whether written or oral. Each party confirms it has not relied on any representation not expressly set out herein and waives any right to claim for misrepresentation or breach of warranty not contained in this Agreement, except in cases of fraud. Any amendment must be in writing and signed by both parties (or their authorized representatives).

20.3.    Third Parties: A person who is not a party to the Agreement shall not have the right to enforce any provision of the Agreement without the express prior agreement in writing of the parties.

20.4.    Waiver: The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right given to the parties under this Agreement shall not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other right or power under this Agreement. A right or a power may only be waived in writing signed by the party to be bound by the waiver.

20.5.    Unenforceability: If any provision of this Agreement is invalid or unenforceable in any jurisdiction it will, if required, be deleted (for the purposes of that jurisdiction) without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction provided that such deletion does not defeat the purpose of this Agreement.

20.6.     Choice of Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

20.7.     Dispute Resolution: The parties shall seek to resolve disputes in good faith. Disputes will first be referred to the parties’ project managers; if unresolved within 14 days, either party may issue a written Dispute Notice. If unresolved within 7 days thereafter, the dispute shall be referred to the parties’ Finance Directors. If still unresolved within 30 days of the Dispute Notice, the dispute shall be submitted to final and binding arbitration under the AAA Commercial Arbitration Rules in New York City, with judgment enforceable in any court of competent jurisdiction. The arbitrator(s) shall award costs and reasonable attorneys’ fees to the substantially prevailing party. Nothing in this Clause prevents either party from terminating this Agreement or seeking urgent relief through the courts.

20.8.     Jurisdiction: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, as well as any dispute regarding non-contractual obligations arising out of or relating to it, shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts.

21. DEFINITIONS. Unless otherwise defined above, certain definitions of this Agreement are set out below:

21.1.     “Confidential Information” means all information, whether written, oral, visual, electronic or in any other form, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, all business, technical, commercial, financial, marketing, customer, employee, product, operational, know-how, pricing, strategy, intellectual property, software, and trade secret information, whether or not marked “confidential.” The terms and existence of this Agreement shall be deemed Confidential Information.  Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already known to it at the time of disclosure without restriction on use or disclosure; (b) was lawfully disclosed to it by a third party without breach of any obligation of confidentiality; (c) is or becomes publicly available through no fault of the Receiving Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

20.2.     “Force Majeure Event” means any event beyond a party’s reasonable control that makes performance impossible or impracticable, or prevents an Event from taking place. Such events include terrorism, war, civil disorder, public disaster, epidemic or pandemic, fire, explosion, strike or lock-out (other than of the affected party’s employees), failure of essential services (power, water, utilities), technical failures, royal demise/succession/national mourning, acts of God, earthquake, or severe adverse weather (whether rare or not). A Force Majeure Event also includes laws, regulations, orders, or guidance from any relevant authority (including safety, licensing, or governing bodies) that would prevent or materially restrict an Event, limit capacity, impose restrictions on attendees (e.g., travel bans, quarantine, social distancing, screening), or otherwise prevent the Event from proceeding as planned. Shortages of labour or increases in costs are not Force Majeure Events.

20.3.    “Intellectual Property Right” means all copyright, neighbouring rights, (including rights in performance), registered or unregistered design rights and trade and service marks (whether registered or unregistered), database and compilation rights, know how and patents and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and any applications, renewals, revivals, reversions or extensions to them.

20.4.     “Materials” means any work or material developed, delivered or prepared by or on behalf of you in the course of or related to the Services (whether individually, collectively or jointly with us and on whatever media) including any documents, designs, artistic interventions, physical products, hardware developments, reports, notes, studies, data, diagrams, charts, specifications or computer programs and related copies and working papers,  whether developed, delivered or prepared before or after the signature of this Agreement.