GENERAL TERMS AND CONDITIONS FOR SPONSORSHIP AND PARTNERSHIPS
These general terms and conditions are business (B2B) terms and apply to any collaboration related to sponsorships and partnerships, as offered by ULTRA EPIC BV, the organizer of luxury and sports car rallies. These rallies generate broad attention, 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, whether or not this is documented orally or in writing, or when our B2B Brochure is opened or viewed on platforms such as DocSend.com or the official website business.runballrally.com.
ULTRA EPIC bv reserves the right to amend, supplement, or remove these Sponsorship and Partnership Terms at any time at its sole discretion. It is the responsibility of involved parties to periodically review these Terms for changes. Continued use of the B2B Brochure or ongoing collaboration after changes are published constitutes acceptance of these changes.
By participating in a sponsor or partner program, or by viewing the official B2B Brochure from ULTRA EPIC BV, the involved party automatically agrees to these terms and conditions. These terms are publicly available, and a separate signature is not required to make them binding.
Article 1: Definitions
In these general terms and conditions, the following terms are defined as:
- Organizer: Ultra Epic BV is the organizer of rallies and other sports events for luxury and sports cars, operating under the name Runball Rally and One Day Tour.
- Activities: The activities organized by the ORGANIZER as described, under the definition of ORGANIZER.
- Sponsor: The party that contributes solely a financial contribution to an event, product, or service in exchange for promotional counter-performance.
- Partner: The party that contributes in the form of goods, services, or other non-financial resources, often in exchange for promotional activities (barter deal), or can be compensated in the form of commission based on pre-agreed arrangements.
- Barter Deal: An agreement in which goods or services are exchanged for promotional activities, without direct financial compensation.
- Commission: Arrangements, whether oral or written, where the ORGANIZER is entitled to a pre-agreed compensation (a fixed amount or percentage) per product or service sold. This includes sales made through the website, webshop, social media channels of the ORGANIZER, or directly during events organized by the ORGANIZER.
The counterparty is obliged to record and report all relevant sales honestly and accurately to the ORGANIZER for a correct final settlement.
Failure to record sales accurately or completely is considered a serious violation of these terms. In such cases, the provisions of Article 7 apply. - Agreement: The arrangements that are recorded, either in writing or orally, between the ORGANIZER and the PARTY.
- B2B (Business-to-Business): All collaborations and agreements described in these terms and conditions apply exclusively to business relationships between companies and organizations, and not to consumers.
- B2B Brochure: The official sponsorship brochure of ULTRA EPIC BV, which includes the current rates, opportunities, and standard B2B packages.
This brochure contains the official rates and opportunities applicable to all sponsorships and partnerships with the ORGANIZER. - Party(ies): Any legal entity or business entity entering into a collaboration with ULTRA EPIC BV, either as a 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.
- Force Majeure: The situation where the performance of the Agreement by one of the Parties is entirely or partially prevented, whether temporarily or not, due to circumstances beyond the will of the Party(ies). Force majeure includes (but is not limited to) fire, war, terrorism, unfavorable and/or extreme weather conditions, government measures (including expropriation or confiscation), pandemic or epidemic, internet failure, data network or telecommunication facilities failure, third-party server unavailability, strikes and/or blockades, employee unavailability, general transportation problems, and power outages.
- Promotion: The effort made by the ORGANIZER to bring the name, brand, products, or services provided by the PARTY to the public’s attention during the Activities.
Article 2: Duration and Termination of these General Terms and Conditions for Sponsorship and Partnerships
2.1 Commencement of the Agreement
This agreement enters into force as soon as the PARTY:
- Explicitly agrees to the terms (e.g., by signing, digital confirmation, or payment), or
- Opens, views, or otherwise uses the B2B Brochure.
By accessing or using the B2B Brochure, the PARTY automatically and irrevocably accepts these terms, including all obligations mentioned therein. This acceptance constitutes a legally binding agreement between the PARTY and the ORGANIZER.
2.2 Duration of the Agreement
The agreement remains valid until the agreed-upon end date, as specified in the collaboration agreement or confirmation documents. If no explicit end date is set, the agreement remains valid until terminated by either party 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 and with immediate effect if:
- The PARTY fails to meet its obligations, including but not limited to payment obligations and compliance with agreed promotional terms;
- The PARTY breaches the provisions of these terms;
- The ORGANIZER has reasonable grounds to believe that further collaboration is not in the interest of the ORGANIZER.
2.4 Termination by the PARTY
The PARTY may only terminate this agreement by providing written notice to the ORGANIZER, with a notice period of at least 30 days, unless otherwise agreed in writing. Any outstanding obligations of the PARTY remain in effect after termination, including financial obligations and intellectual property rights as specified in this agreement.
2.5 Consequences of Termination
Upon termination of this agreement, all rights and obligations that explicitly or implicitly continue, such as payment obligations, intellectual property rights, and confidentiality clauses, remain in effect.
2.6 Force Majeure
Neither Party is required to fulfill any obligation if prevented from doing so due to force majeure. If a force majeure situation lasts longer than sixty (60) calendar days, either the PARTY or the ORGANIZER has the right to terminate the Agreement in writing.
2.7 Scope of General Terms and Composition of the Agreement
These general terms and conditions define the entire set of rights and obligations between the PARTY and the ORGANIZER regarding the products and/or services. The PARTY declares that they are sufficiently informed about the content of these general terms and conditions and the characteristics of the products and/or services provided by the ORGANIZER, and that they have received and accepted these terms and conditions. You can always consult the most recent copy of the general terms and conditions on business.runballrally.com or by request from the Runball customer service.
Article 3: Payment and Compensation
If there is financial sponsorship, the sponsor will pay the agreed financial contribution as specified in the agreement.
If there is a partnership or barter deal, both PARTIES will fulfill their obligations as agreed.
Payments must be made within 30 days of invoicing, unless otherwise agreed in writing.
Article 4: Obligations of the Sponsor/Partner
The SPONSOR agrees to pay the agreed financial contribution within the agreed timeframe.
The PARTNER agrees to deliver the agreed goods, services, or other forms of non-financial contributions within the agreed timeframe.
If a PARTY fails to meet its obligations, the ORGANIZER has the right to terminate the agreement or demand compliance with the agreement.
Article 5: Promotional Obligations
5.1 General
The ORGANIZER agrees to promote the SPONSOR or PARTNER (hereinafter referred to as PARTY) as agreed in the contract. This includes both written and verbal agreements, provided they are clearly and unambiguously agreed upon by the parties.
5.2 Execution of Obligations
The ORGANIZER will carry out all promotional obligations in a timely and proper manner, as agreed, regardless of whether the agreements were made in writing or verbally. Verbal agreements are binding and hold the same legal weight as written agreements.
5.3 Confirmation of Agreements
It is the responsibility of both parties to communicate carefully about the agreements made and their content. In case of disputes over the exact content of verbal agreements, these will be interpreted based on reasonableness and fairness, considering the context and actions of the parties.
Article 6: Penalties for Unilateral Non-Compliance with Agreements
6.1 Non-Compliance with Agreements in Barter Deals – Commission Deals
In the case of a partnership, barter, and/or commission-based deal where a PARTY fails to fulfill its obligations (as agreed in the contract), the following applies:
6.1.1 Scope of Agreements
The obligations of the PARTY apply to both written and verbal agreements. Verbal agreements are deemed to have the same legal value as written agreements, provided they are unambiguously agreed upon by the involved parties.
6.1.2 Notice of Default
The PARTY will be put in default in writing and given a reasonable period to fulfill its obligations. This period is (eight) 8 days from receipt of the notice of default, unless otherwise agreed.
6.1.3 Automatic Conversion to Financial Sponsorship Agreement
If the PARTY does not meet the obligations within the given period after the notice of default, the barter deal or partnership will automatically be converted into a financial sponsorship agreement, without the need for a new agreement.
6.1.4 Compensation for Delivered Services
All promotional activities or other services already provided by the ORGANIZER will be financially compensated by the PARTY from that point onward.
The compensation will 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 will be determined based on market-conform rates exclusively set by the ORGANIZER.
6.1.5 Invoicing and Payment Term
Promotional activities that have already been carried out before the agreement is converted to a financial obligation will be invoiced immediately by the ORGANIZER to the PARTY. The PARTY must settle these invoices in full within 15 days after receipt.
If payment is not made within the set period, the costs for non-payment, including interest, will be due.
6.1.6 Interest and Collection Costs for Defaulting Payments
If the PARTY does not pay within the set period, the ORGANIZER has the right 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 fully collect outstanding amounts.
6.2 Commission Compensation
For commission deals, these will 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 denies in writing, without prior notice, that a commission deal exists, whether agreed verbally or in writing, the ORGANIZER reserves the exclusive right to immediately charge for all previously delivered promotional activities and other services.
Calculation of Compensation: This compensation will be based on the market value, as specified in the current B2B Brochure, or based on market-conform rates that are solely determined by the ORGANIZER.
No Claims to Article 6.1: In such cases, it is assumed that the PARTY is acting contrary to the agreements made, regardless of whether these were agreed upon verbally or in writing, and is assumed to be doing so intentionally or without lawful grounds. As a result, the PARTY can no longer claim the procedures described in Article 6.1 (such as the notice of default).
Payment Obligation: The PARTY is obligated to pay the invoiced amounts in full. The invoice is binding, and the PARTY must settle it within the set payment period.
Exclusion of Objections: No objections can be raised against this invoicing, as it is solely in the interest of the ORGANIZER and protects its delivered services.
Suspension of Promotional Activities: The ORGANIZER has the right to suspend further promotional activities until the payment obligation is met.
6.4 Commission Model and Written Acknowledgment
If the collaboration is based on a Commission Earning Model and the PARTY acknowledges in writing that this is not the case, all promotional services delivered by the ORGANIZER will be directly converted into a financial compensation according to the current rates in the B2B Brochure, or based on market-conform rates solely set by the ORGANIZER.
6.5 Exclusion of Free Promotion
The ORGANIZER will never provide free promotional services or other performances if a PARTY fails to meet its obligations, whether these are set out in written or verbal agreements.
Article 7: Non-Compliance and Conversion to Financial Compensation
7.1 General
If a PARTY fails to meet the agreements made, whether verbal or written, the ORGANIZER reserves the right to take appropriate measures, including converting the collaboration into a financial compensation.
7.2 Right to Conversion to Financial Compensation
If a PARTY acknowledges in writing that:
- certain verbal agreements were not made, or
- a barter deal or commission agreement has been declared invalid or is no longer applicable,
the ORGANIZER will automatically convert the collaboration into financial compensation according to the current rates in the B2B Brochure, or based on market-conform rates solely set by the ORGANIZER.
7.3 Exclusion of Free Advertising
The ORGANIZER will never provide free promotional services or other performances if a PARTY fails to meet its obligations, whether these are set out in written or verbal agreements.
7.4 Procedure for Conversion
In the case of a conversion to financial compensation:
- All previously delivered promotional activities will be invoiced based on the rates in the B2B Brochure, or based on market-conform rates solely determined by the ORGANIZER.
- The invoice is binding and must be paid within the specified payment period.
- The ORGANIZER can suspend further promotional activities until the payment obligation has been met.
Article 8: Liability
PARTIES are liable for direct damage resulting from the failure to fulfill the agreement, unless force majeure applies.
Neither PARTY shall be liable for indirect damage, such as consequential damage or lost profits.7
Article 9: Force Majeure
Neither PARTY shall be liable for failure to fulfill obligations if such failure is caused by force majeure.
Force majeure is defined as any situation beyond the will and control of a PARTY that makes it impossible to fulfill the agreement.
Article 10: Voluntary Assistance at Events
10.1
PARTIES who voluntarily attend and/or assist at events organized by ULTRA EPIC BV declare that they do so on a voluntary basis and cannot claim any financial compensation for their contribution unless previously agreed upon in writing.
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 respective PARTY automatically agrees to this article and accepts that there is no right to financial or any other form of compensation.
Article 11: Transfer of Copyrights and Author’s Rights
11.1
The PARTY hereby fully and irrevocably transfers all copyright and author’s rights to the ORGANIZER regarding any photo and content material created during the execution of this agreement, including but not limited to photographic material, video material, written content, and graphic design.
11.2
Through this transfer, the ORGANIZER acquires the exclusive right to use, reproduce, distribute, modify, adapt, translate, publish, perform, and display the photo and content material, both in print 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 they have full right, title, and interest to make the transfer, and that the photo and content material is free from any third-party rights, claims, or interests.
11.4
The ORGANIZER reserves the right to use the content material without the express consent of the PARTY.
11.5
This transfer of rights remains in effect and valid, even after the termination or expiration of this agreement.
Article 12: Warranties, Limitation of Liability, and Indemnification
12.1. Use of PARTY Identifications
The PARTY guarantees to the ORGANIZER that the use by the ORGANIZER of the identifications, materials, or intellectual property provided by the PARTY under this Agreement will not infringe any intellectual property rights of a third PARTY. The PARTY indemnifies and holds the ORGANIZER harmless from any claims, damages, losses, costs (including reasonable legal costs), expenses, demands, or liabilities arising from a third PARTY claim that such use by the ORGANIZER infringes the intellectual property rights of that third PARTY.
12.2. Best Efforts
The liability of the ORGANIZER is based on a best-effort obligation and not a result-based obligation. In the case of a claim by the PARTY, it must be appropriately demonstrated that the ORGANIZER has not fulfilled this best-effort obligation.
12.3. Limitation of Liability
To the maximum extent permitted by applicable law, the total liability of the ORGANIZER for any attributable failure to perform the Agreement is limited to compensation for direct damage, up to a maximum of the total value of the partnership as set out in writing.
12.4. Exclusions of Liability
Under no circumstances will the ORGANIZER be liable for:
- Indirect, incidental, or consequential damage, including but not limited to financial or commercial losses, lost profits, increased general costs, missed savings opportunities, reduced goodwill, business interruption damage, claims from the PARTY’s customers, planning disruptions, loss of expected 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 indemnifies and holds the ORGANIZER harmless from any direct and indirect damages, losses, costs, or liabilities arising from a breach or non-performance of the obligations, promises, or warranties of the PARTY as set forth in this Agreement.
12.6. Filing Complaints
Any complaints regarding promotional activities or other performance of the ORGANIZER must be submitted in writing to the ORGANIZER and must be acknowledged by the ORGANIZER. These complaints must reach the ORGANIZER within two (2) weeks after the relevant promotion was executed or the performance was delivered.
Complaints submitted after this period will not be considered. Complaints that do not meet these requirements, including complaints about dissatisfaction or other reasons not raised within the specified period, will be considered inadmissible.
Article 13: Applicable Law and Disputes
13.1 Governing Law
This Agreement shall be governed by Belgian law.
13.2 Dispute Resolution
Any disputes arising from or relating to this Agreement shall be resolved initially through amicable negotiations. If this is not possible, disputes will be referred to the competent court in the judicial district of East Flanders.
Last updated: 01/01/2024