GENERAL TERMS AND CONDITIONS FOR SPONSORSHIP AND PARTNERSHIPS

These general terms and conditions are business (B2B) terms and apply to any collaboration relating to sponsorships and partnerships, as offered by YELO HIVE BV, organizer of rallies for luxury and sports cars. These rallies generate broad exposure, creating a wide range of communication, advertising, and collaboration opportunities. They are binding from the moment a sponsor, partner, or other party agrees to enter into a collaboration, regardless of whether such agreement is made verbally or in writing, or when the B2B Brochure is opened or viewed, which is made available via platforms such as DocSend.com or the official website business.runballrally.com.

YELO HIVE BV reserves the right at any time, at its sole discretion, to amend, supplement, or remove provisions from these Sponsorship and Partnership Terms and Conditions. It is the responsibility of the involved parties to periodically review these Terms and Conditions for any changes. Continued use of the B2B Brochure or continuation of any collaboration after publication of such changes shall be deemed acceptance of and agreement to these changes.

By participating in a sponsorship or partnership program, or by viewing the official B2B Brochure of YELO HIVE BV, the involved party automatically agrees to these terms. These terms are publicly available and a separate signature is not required for them to be legally binding.

Article 1: Definitions

In these general terms and conditions, the following definitions apply:

  1. Organizer: YELO HIVE BV is the organizer of rallies and other sporting events for luxury and sports cars, operating under the names Runball Rally and One Day Tour.
  2. Activities: The activities organized by the ORGANIZER as described under the definition of Organizer.
  3. Sponsor: The party that provides solely a financial contribution to an event, product, or service in exchange for promotional considerations.
  4. Partner: The party that contributes in the form of goods, services, or other non-financial means, often in exchange for promotional activities (barter deal), or which may be compensated in the form of a commission based on pre-agreed arrangements.
  5. Barter Deal: An agreement whereby goods or services are exchanged for promotional activities, without direct financial compensation.
  6. Commission: Arrangements, whether verbal or written, under which the ORGANIZER is entitled to a pre-agreed compensation (fixed amount or percentage) per product or service sold. This includes sales conducted via the ORGANIZER’s website, webshop, social media channels, or directly during events organized by the ORGANIZER.
    • The counterparty is obliged to accurately and honestly register and report all relevant sales to the ORGANIZER for proper settlement.
    • Failure to correctly or fully register sales shall be considered a material breach of these terms. In such cases, the provisions of Article 7 shall apply.
  7. Agreement: The arrangements established either in writing or verbally between the ORGANIZER and the PARTY.
  8. B2B (Business-to-Business): All collaborations and arrangements described in these general terms apply exclusively to business relationships between companies and organizations, and not to consumers.
  9. B2B Brochure: The official sponsorship brochure of YELO HIVE BV, which includes the current rates, opportunities, and standard B2B packages.
    This brochure contains the official pricing and offerings applicable to all sponsorships and partnerships with the ORGANIZER.
  10. Party/Parties: Any legal entity or business entity entering into a collaboration with YELO HIVE BV, whether as sponsor, partner, or on any other business basis. This definition applies exclusively to business (B2B) relationships and not to collaborations with consumers or private individuals.
  11. Force Majeure: A situation in which the performance of the Agreement for one of the Parties is wholly or partially, whether temporarily or permanently, prevented beyond the control of the Party(ies). This includes, but is not limited to: fire, war, terrorist attacks, adverse and/or extreme weather conditions, government measures (including expropriation or confiscation), pandemics or epidemics, disruption of internet, data network or telecommunications facilities, unavailability of third-party servers, strikes and/or blockades, unavailability of personnel, general transport problems, and power outages.
  12. Promotion: The effort undertaken by the ORGANIZER to promote the name, brand, products, or services of the PARTY to the public during the Activities.

Article 2: Term and Termination of these Sponsorship and Partnership Terms and Conditions

2.1 Formation and Acceptance of the Agreement

The Agreement is concluded as soon as the PARTY accepts a quotation, order form, agreement, or email confirmation from the ORGANIZER, or when the PARTY allows the performance of the collaboration to commence without protest.
These general terms and conditions apply from the moment the Agreement is concluded and are deemed accepted by the PARTY through signature, written confirmation, electronic acceptance, payment of an invoice, or commencement of the performance of the collaboration. Deviations from these general terms and conditions shall only be enforceable if expressly agreed in writing in advance by the ORGANIZER.

2.2 Term of the Agreement
The Agreement shall remain in force until the agreed end date as set out in the collaboration agreement or confirmation documents. If no explicit end date has been agreed, the Agreement shall remain valid until terminated by one of the parties in accordance with the terms of this Agreement.

2.3 Termination by the ORGANIZER
The ORGANIZER reserves the right to terminate this Agreement at any time with immediate effect if:

    • the PARTY fails to fulfill its obligations, including but not limited to payment obligations and compliance with agreed promotional conditions;
    • the PARTY breaches the provisions of these terms;
    • the ORGANIZER has reasonable grounds to believe that further collaboration is not in its best interest.

2.4 Termination by the PARTY
The PARTY may only terminate this Agreement by written notice to the ORGANIZER, subject to a notice period of at least thirty (30) days, unless otherwise agreed in writing. Any outstanding obligations of the PARTY shall survive termination, including financial obligations and intellectual property rights as set out in this Agreement.

2.5 Consequences of Termination
Upon termination of this Agreement, all rights and obligations which by their nature are intended to survive termination, including payment obligations, intellectual property rights, and confidentiality clauses, shall remain in full force and effect.

2.6 Force Majeure
Neither Party shall be obliged to fulfill any obligation if it is prevented from doing so as a result of Force Majeure. If a Force Majeure situation lasts longer than sixty (60) calendar days, both the PARTY and the ORGANIZER shall have the right to terminate the Agreement in writing.

2.7 Scope of the General Terms and Composition of the Agreement
These general terms and conditions define the entirety of the rights and obligations between the PARTY and the ORGANIZER with respect to the products and/or services. The PARTY declares that it has been sufficiently informed of the content of these general terms and conditions and the characteristics of the ORGANIZER’s products and/or services, and acknowledges having received and accepted these general terms and conditions. A current version of the general terms and conditions can always be consulted at business.runballrally.com or upon simple request via the Runball customer service.

Article 3: Prices, Invoicing and Payment

3.1 Unless expressly agreed otherwise in writing, all prices are exclusive of VAT and any other taxes, duties, or charges.

3.2 Invoices are payable at the registered office of the ORGANIZER within thirty (30) calendar days from the invoice date, unless another due date is stated on the invoice or in a specific agreement.

3.3 The payment obligation of the PARTY constitutes an autonomous primary obligation and is not dependent on any additional or ancillary performance of the ORGANIZER, unless expressly agreed otherwise in writing.

3.4 Any complaints or disputes relating to an invoice must, under penalty of forfeiture, be submitted in writing, duly substantiated, and by registered mail or email with acknowledgment of receipt within eight (8) calendar days of receipt of the invoice. In the absence of a timely and substantiated protest, the invoice shall be deemed definitively and irrevocably accepted.

3.5 A dispute of an invoice shall in no case suspend the payment obligation of the undisputed portion.

3.6 In the event of non-payment of an invoice on its due date, default interest shall be due automatically and without prior notice of default, in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions. In addition, a fixed compensation of ten percent (10%) of the outstanding invoice amount shall be due, with a minimum of EUR 150 and a maximum of EUR 2,500, without prejudice to the right of the ORGANIZER to prove and claim higher actual damages.

3.8 In the event of non-payment of a single invoice on its due date, all outstanding and not yet due invoices of the PARTY shall become immediately due and payable.

3.9 In the event of late payment, the ORGANIZER shall be entitled, without judicial intervention and without owing any compensation, to suspend its own performance, pause ongoing promotional activities, and refuse future performance until full payment has been received.

3.10 Payments shall first be applied to costs, then to accrued interest, and finally to the principal amount, with the oldest outstanding debt being settled first.

Article 4: Obligations of the Sponsor/Partner

    • The SPONSOR undertakes to pay the agreed financial contribution within the agreed timeframe.
    • The PARTNER undertakes to deliver the agreed goods, services, or other forms of non-financial contribution within the agreed timeframe.
    • If a PARTY fails to fulfill its obligations, the ORGANIZER shall have the right to terminate the Agreement or to demand specific performance.

Article 5: Promotional Obligations

5.1 General
The ORGANIZER undertakes to promote the SPONSOR or PARTNER, hereinafter the PARTY, as agreed in the Agreement. This includes both written and verbal agreements, provided these have been clearly and unambiguously agreed between the parties.

5.2 Performance of Obligations
The ORGANIZER shall perform all promotional obligations in a timely and proper manner, as agreed, regardless of whether such arrangements were made in writing or verbally. Verbal agreements are binding and have the same legal value as written agreements.

5.3 Confirmation of Agreements
Verbal agreements shall only bind the ORGANIZER insofar as they are subsequently confirmed in writing, including but not limited to via email, WhatsApp, quotation, invoice, order form, or other durable means of communication.
In the absence of written confirmation, the quotation, the Agreement, the invoice, and these general terms and conditions shall prevail.

5.4 Photos, Videos and Other Media Content
Unless expressly agreed otherwise in writing, the delivery of photos, videos, aftermovies, social media content, or other media content does not constitute an essential element of the sponsorship or partnership agreement, but rather an additional or ancillary performance.
The ORGANIZER is only bound by a best-efforts obligation with regard to the provision of such material, depending on the actual availability thereof by photographers, videographers, production partners, or other third parties. Unless expressly agreed in writing on a specific delivery deadline, no binding deadline shall apply to the delivery of such material.

Article 6: Sanctions for Unilateral Non-Performance

6.1 Non-performance in barter deals and commission deals
In the event of a partnership, barter arrangement, and/or commission-based agreement in which a PARTY fails to fulfill its obligations (as agreed in the Agreement), the following shall apply:

6.1.1 Scope of Agreements

The obligations of the PARTY apply to both written and verbal agreements. Verbal agreements shall be deemed to have the same legal value as written agreements, provided they have been unambiguously agreed between the parties.

6.1.2 Notice of Default

The PARTY shall be formally notified of default in writing and shall be granted a reasonable period to remedy the breach. This period shall be eight (8) days from receipt of the notice of default, unless otherwise agreed.

6.1.3 Automatic Conversion into Financial Sponsorship Agreement

If the PARTY fails to comply with its obligations within the given period following notice of default, the barter deal or partnership shall automatically be converted into a financial sponsorship agreement, without the need for a new agreement.

6.1.4 Compensation for Services Rendered

All promotional activities or other services already performed by the ORGANIZER shall from that moment be financially compensated by the PARTY.

    • The compensation shall be calculated based on the market value of the services provided, as specified in the current B2B Brochure.
    • If no current B2B Brochure is available, the compensation shall be determined based on market-conform rates as determined solely by the ORGANIZER.

6.1.5 Invoicing and Payment Term

Promotional activities already carried out prior to the conversion into a financial obligation shall be invoiced immediately by the ORGANIZER to the PARTY. The PARTY shall settle these invoices in full within 15 days of receipt.
If payment is not made within the specified period, all costs related to non-payment, including interest, shall be due.

6.1.6 Interest and Collection Costs

If the PARTY fails to make payment within the specified period, the ORGANIZER shall be entitled to charge statutory interest and collection costs in accordance with applicable laws and regulations. The ORGANIZER also reserves the right to take further legal action to recover all outstanding amounts.

6.2 Commission Settlements

    • Commission-based arrangements shall be settled annually in the fourth quarter by the ORGANIZER, unless otherwise agreed in writing.

6.3 Denial of Agreed Commissions

    • Denial of Agreements: If a PARTY, in writing and without prior notice, denies the existence of a commission agreement, whether verbal or written, the ORGANIZER reserves the exclusive right to immediately charge for all promotional activities and other services already performed.
    • Calculation of Compensation: Such compensation shall be determined based on the market value as specified in the current B2B Brochure, or based on market-conform rates determined solely by the ORGANIZER.
    • No entitlement to Article 6.1: In such cases, the PARTY shall be deemed to be acting in breach of the Agreement, regardless of whether the agreement was verbal or written, and such conduct shall be presumed intentional or without lawful basis. As a result, the PARTY shall no longer be entitled to rely on the procedures described in Article 6.1 (such as notice of default).
    • Payment Obligation: The PARTY is obliged to pay the invoiced amounts in full. The invoice is binding and must be paid within the specified payment term.
    • Exclusion of Objection: No objection may be raised against such invoicing, as it is carried out solely in the interest of the ORGANIZER and to protect its performed services.
    • Suspension of Promotional Activities: The ORGANIZER has the right to suspend further promotional activities until the payment obligation has been fulfilled.

6.4 Commission Model and Written Acknowledgment
If the collaboration is based on a commission model and the PARTY acknowledges in writing that no such model exists, all promotional activities provided by the ORGANIZER shall immediately be converted into a financial compensation based on the current rates in the B2B Brochure, or based on market-conform rates determined solely by the ORGANIZER.

6.5 Exclusion of Free Promotion
The ORGANIZER shall never provide free promotional services or other performances if a PARTY fails to fulfill its obligations, whether arising from written or verbal agreements.

Article 7: Non-Performance and Conversion into Financial Compensation

7.1 General
If a PARTY fails to comply with agreed arrangements, whether verbal or written, the ORGANIZER reserves the right to take appropriate measures, including the conversion of the collaboration into a financial compensation.

7.2 Right of Conversion into Financial Compensation
If a PARTY acknowledges in writing that:

    • certain verbal agreements were not made, or
    • a barter deal or commission arrangement is declared invalid or no longer applicable,

the ORGANIZER shall automatically proceed to convert the collaboration into a financial compensation based on the current rates in the B2B Brochure, or on the basis of market-conform rates determined solely by the ORGANIZER.

7.3 Exclusion of Free Promotion
The ORGANIZER shall never provide free promotional services or other performances if a PARTY fails to fulfill its obligations, whether arising from written or verbal agreements.

7.4 Procedure in Case of Conversion
In the event of a conversion into financial compensation:

    • All promotional activities already performed shall be invoiced based on the rates in the B2B Brochure, or based on market-conform rates determined solely by the ORGANIZER.
    • The invoice shall be binding and must be paid within the specified payment term.
    • The ORGANIZER may suspend further promotional activities until the payment obligation has been fulfilled.

Article 8: Liability

    • The PARTIES shall be liable for direct damage resulting from non-performance of the Agreement, unless such non-performance is due to force majeure.
    • Neither PARTY shall be liable for indirect damage, such as consequential loss or loss of profit.

Article 9: Force Majeure

    • Neither PARTY shall be liable for failure to fulfill its obligations if such failure is the result of force majeure.
    • Force majeure shall mean any circumstance beyond the will and control of a PARTY that prevents the performance of the Agreement.

Article 10: Voluntary Assistance at Events

10.1 PARTIES who are voluntarily present and/or assist at events organized by YELO HIVE BV hereby declare that they do so on a voluntary basis and may not claim any financial compensation for their contribution, unless explicitly agreed otherwise in writing in advance.

10.2 Voluntary assistance includes, but is not limited to, logistical support, promotional activities, or other contributions before, during, or after the event.

10.3 By voluntarily participating in the organization or support of the event, the relevant PARTY automatically agrees to this article and acknowledges that no entitlement exists to any financial or other form of compensation.

ARTICLE 11: Transfer of Copyrights and Intellectual Property Rights

11.1 The PARTY hereby fully and irrevocably assigns all copyrights and intellectual property rights to the ORGANIZER with respect to all photographic and content materials created during the performance of this Agreement, including but not limited to photographic material, video material, written content, and graphic design.

11.2 By virtue of this assignment, the ORGANIZER acquires the exclusive right to use, reproduce, distribute, modify, adapt, translate, publish, perform, and display the photographic and content materials, in both printed and digital form, for all possible commercial, promotional, advertising, and marketing purposes, without limitation in time or territory.

11.3 The PARTY represents and warrants that it has full right, title, and authority to make this assignment, and that the photographic and content materials are free from any third-party rights, claims, or interests.

11.4 The ORGANIZER reserves the right to use the content materials without the express consent of the PARTY.

11.5 This assignment of rights shall remain in full force and effect even after termination or expiration of this Agreement.

Article 12: Warranties, Limitation of Liability and Indemnification

12.1 Use of PARTY Identifiers
The PARTY warrants to the ORGANIZER that the use by the ORGANIZER of any identifiers, materials, or intellectual property provided by the PARTY in accordance with this Agreement shall not infringe any intellectual property rights of a third party. The PARTY shall indemnify and hold harmless the ORGANIZER against all claims, damages, losses, costs (including reasonable legal fees), expenses, demands, or liabilities arising from any third-party claim that such use infringes the intellectual property rights of that third party.

12.2 Best Efforts
The liability of the ORGANIZER is based on a best-efforts obligation and not an obligation to achieve a specific result. In the event of a claim by the PARTY, it must be adequately demonstrated that the ORGANIZER has failed to meet this best-efforts obligation.

12.3 Limitation of Liability
To the maximum extent permitted by applicable law, the total liability of the ORGANIZER for attributable failure in the performance of the Agreement shall be limited to compensation for direct damages, up to a maximum of the total value of the partnership as established in writing.

12.4 Exclusions of Liability
Under no circumstances shall the ORGANIZER be liable for:

    • Indirect, incidental, or consequential damages, including but not limited to financial or commercial losses, loss of profit, increased general costs, missed savings opportunities, reduced goodwill, business interruption damages, claims from customers of the PARTY, planning disruptions, loss of anticipated profits, loss of customers, loss of information, compromise or loss of files;
    • Damage caused by errors or negligence of the PARTY.

12.5 Indemnification
The PARTY shall indemnify and hold harmless the ORGANIZER against all direct and indirect damages, losses, costs, or liabilities arising from any breach or non-performance of the obligations, commitments, or warranties of the PARTY as set out in this Agreement.

12.6 Complaints
Any complaints regarding promotional activities or other performances of the ORGANIZER must be submitted in writing and must include acknowledgment of receipt by the ORGANIZER. Such complaints must reach the ORGANIZER within two (2) weeks after the relevant promotion has been carried out or the relevant service has been delivered.
Complaints submitted after this period shall not be considered. Complaints that do not comply with these conditions, including complaints based on dissatisfaction or other reasons not communicated within the specified period, shall be deemed inadmissible.

Article 13: Applicable Law and Disputes

13.1 This Agreement shall be governed exclusively by Belgian law.

13.2 All disputes arising from or in connection with this Agreement shall fall under the exclusive jurisdiction of the courts of the judicial district of the registered office of the ORGANIZER, without prejudice to the right of the ORGANIZER to summon the PARTY before the courts of its registered office or any other competent court in accordance with applicable law.

 

Last update: 01/01/2024