1. INTERPRETATION

. 1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions):

. Awards: the awards event as shown on the Rules of Entry.

. Company: shall mean Oystercatchers Partners Ltd.

. Entrant Company: shall mean the company named on the Online Entry Form.

. Entrant: the person who is entering Material in respect of the Awards.

. Entry: the completion and submission of the Online Entry Form and any other procedures to become

an Entrant as set out in the Rules of Entry including payment of the Entry Fee (if applicable).

. Entry Fee: the amount payable (if any) by the Entrant as prescribed on the Rules of Entry.

. Force Majeure: an event beyond the reasonable control of the Company, including strikes, lock- outs or other industrial disputes (whether involving the workforce of the Company or of any other party), act of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, pandemic, epidemic or default of suppliers or subcontractors.

. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

. Material: any written material or images (including photographs and videos) or written nominations and any accompanying samples, visuals or additional materials provided as part of the Entry.

. Online Entry Form: the online form through which Entrants may submit their Entry in respect of the Awards.

. Rules of Entry: the detailed rules in respect of a particular Award that govern the entering of an Entry.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

. 1.3 Words in the singular shall include words in the plural and vice versa.

. 1.4 A reference to in writing excludes fax or text message.

. 1.5 Where the words include(s) or including are used in these Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

. 1.6 Any obligation in these Conditions on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

. 1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.

2. SUBMITTING AN ENTRY

. 2.1 By submitting an Entry to the Awards the Entrant confirms that they have read, understand and agree to the Rules of Entry and these Conditions.

. 2.2 For the avoidance of doubt, no terms other than those set out on the Rules of Entry and these Conditions shall apply to the Entrant. Entrant’s own terms and conditions shall not apply whether supplied by the Entrant before or after the submission of an Entry.

. 2.3 In the event of a dispute or disparity between these Conditions and any provision of the Rules of Entry the provisions of the Rules of Entry shall prevail over these Conditions.

. 2.4 Entrants acknowledge that Company may share any information provided to them in relation to the Awards with its employees, officers, representatives and/or subcontractors in connection with the administration of the Awards and in accordance with its Privacy Policy, here: https://theoystercatchers.com/privacypolicy/

3. PAYMENT

. 3.1 Payment of the Fee may be by any method accepted by the Company from time to time. The Rules of Entry shall specify the Entry Fees for Awards entries and the payment terms.

. 3.2 An Entry may not be allowed in the Awards if any payment is outstanding on the due date of payment. This shall be at the Company’s discretion from time to time.

. 3.3 If any payment is overdue from an Entrant the Company reserves the right (in its sole discretion and without limiting any other remedies it may have under these Conditions):

. 3.3.1 to charge interest on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or

. 3.3.2 to levy a reasonable charge to reflect the additional administrative costs involved in collection of such debts, together with the costs and charges of any debt collection agency used; and/or

. 3.3.3 to suspend any or all Entries such Entrant has made.

. 3.4 In the event of the Entrant being unable to pay its debts as a result of becoming the subject of insolvency, administration or bankruptcy or similar orders, notices, proceedings, resolutions or arrangements in whatever jurisdiction being unable to pay its debts or making a composition with its creditors or going into liquidation or being under the appointment of a receiver or administrator, the Company reserves the right to cancel any Entry without being under any liability to refund or abate any Entry Fees.

4. INTELLECTUAL PROPERTY RIGHTS

. 4.1 Where Material is submitted by the Entrant the Entrant confirms that either:

. 4.1.1 the Material is an original work of the Entrant; or

. 4.1.2 if the Material is not an original work of the Entrant, permission has been sought and given by the owner of the Material for its submission by the Entrant and to the detail of any credits given; or

. 4.1.3 In the case of the Material being an original work of the Entrant but undertaken on behalf of a 3rd party, that permission has been sought and given by that 3rd party for its submission by the Entrant and to the detail of any credits given in respect of the Material.

. 4.2 In either of the cases at 4.1.1, 4.1.2 and 4.1.3 above, but subject to clause 4.3, the Entrant grants, or warrants that it has procured the grant of, an irrevocable, non-exclusive, royalty free, worldwide license for the Company to use the Material in any media for the purpose of the Awards.

. 4.3 Where Material submitted by the Entrant is of a confidential nature, the Entrant should refer to the Rules of Entry as to how such Material should be labelled and/or presented in order to protect such confidentiality and disapply the licence granted by the Entrant by virtue of clause 4.2. For the avoidance of doubt the Entrant acknowledges that the Material will still be used as necessary in order to perform the administrative aspects of delivering the Awards. In relation to Materials accompanying the Entry (eg physical samples), the Company does not accept liability for: (a) any loss of or damage to any such Materials or (b) for failure to return the same should the Entrant not properly follow the return process specified in the Rules of Entry and in such circumstance, Company may deal with such Materials as it chooses in its sole discretion.

. 4.4 The Company does not accept any liability for incorrect information supplied by the Entrant or for publishing or displaying Material where the necessary rights and permissions have not been obtained by the Entrant. 

. 4.5 The Entrant undertakes to defend the Company from and against any claim or action that the possession, use, development, modification or maintenance of the Material (or any part thereof) infringes the Intellectual Property Rights of a third party (a “Claim”) and shall fully indemnify and hold harmless the Company from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Company as a result of, or in connection with, any such Claim.

5. CANCELLATION BY ENTRANT

. 5.1 Where the Entrant cancels or withdraws an Entry or fails to make a payment in accordance with the Rules of Entry on the due date, the Company reserves the right to suspend or cancel the Entry or accept the action of such Entrant as cancellation of such Entry. However, in the event of such a cancellation, no refund will be made of Entry Fees paid and any Entry Fees due and unpaid will remain payable by the Entrant.

6. LIMITATION OF LIABILITY

The Entrants’ attention is particularly drawn to the provisions of this clause.

. 6.1 Entrants acknowledge that the Company is not liable for any act or omission by the judges involved in the Awards. Other than as expressly stated in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.

. 6.2 Nothing in these Conditions limits or excludes the liability of the Company for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation.

. 6.3 Subject to clauses 6.1 and 6.2, the Company shall not be liable for:

. 6.3.1 loss of profits; or

. 6.3.2 loss of business; or

. 6.3.3 depletion of goodwill and/or similar losses; or

. 6.3.4 loss of anticipated savings; or

. 6.3.5 loss of or damage to goods including any Material; or

. 6.3.6 loss of contract; or

. 6.3.7 loss of use; or

. 6.3.8 loss of corruption of data or information; or

. 6.3.9 loss, howsoever arising or resulting, from the cancellation, change in date or re-siting of the Awards; or

. 6.3.10 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses

6.3.1 to 6.3.10 above (inclusive) each being “Losses”.

. 6.4 Subject to clauses 6.1 and 6.2, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of any Order shall be limited to the Entry Fee.

7. CANCELLATION, CHANGE IN OR TERMINATION OF THE AWARDS

. 7.1 If the Company decides to re site the Awards to another venue or change the date of the Awards or hold the Awards without an Awards ceremony:

7.1.1 the Company shall not be liable to refund any Entry Fees; and

7.1.2 the Entrant shall remain liable to pay the Company any outstanding Entry Fees.

. 7.2 If the Company cancels the Awards completely:

7.2.1 the Company shall be liable to refund any Entry Fees; and7.2.2 the Entrant shall not remain liable to pay the Company any outstanding

Entry Fees.

8. TERMINATION

. 8.1 If the Entrant is in breach of any material terms of these Conditions or the Rules of Entry and the breach is not capable of remedy, or if the breach is capable of remedy but the Entrant has failed to remedy such breach within the required period stated in the notice so to do, the Company shall have the right to terminate this agreement without further notice.

. 8.2 Termination of the agreement in accordance with Clause 8.1 above shall not:

. 8.2.1 oblige the Company to return any Entry Fees already paid to the Company in respect of the Entry; or

. 8.2.2 relieve the Entrant of its obligation to pay all amounts outstanding in respect of the Entry

Fees to the Company.

9. OTHER ISSUES

. 9.1 The relevant Rules of Entry together with these Conditions constitute the whole agreement and understanding of the parties and supersede and extinguish any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.

. 9.2 Save for those expressly stated in these Conditions, no rights or obligations in respect of the Company’s Intellectual Property Rights (whether registered or unregistered and including all applications for and renewals or extensions of such rights) are granted to the Customer or to be implied from these Conditions.

. 9.3 The Company may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the Company’s prior written consent.

. 9.4 Failure by the Company to insist upon strict performance by the Entrant of any of these Conditions or, the Rules of Entry shall not operate as a waiver or otherwise release or in any way affect the liability of the Entrant under these Conditions.

. 9.5 The Company shall have no responsibility or liability to the Entrant for any failure, delay or omission on its part or resulting from any event of Force Majeure.

. 9.6 The Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing this Act shall not apply in relation to an Entry and nothing in an Entry shall confer on any third party the right to enforce any provision of the Entry.

. 9.7 Each party shall procure that its employees, agents and sub-contractors shall at all times act in an ethical business manner and shall not at any time contravene or breach the provisions contained in the Bribery Act 2010 or any legislation relating to anti bribery. Breach of this clause will be regarded as a material breach of this agreement which cannot be remedied and which shall allow the non-defaulting party to immediately terminate the agreement by written notice to the other party.

10. LAW APPLICABLE

10.1 These Conditions and the Rules of Entry and any dispute or claim arising out of or in connection with them or their subject matter will be governed by English Law and subject to the exclusive jurisdiction of the English Courts.