(Effective from 4th July 2025)
1. Definitions and Interpretation
1.01 As used herein, the following words and expressions have the following meanings:
Activation means the activation that is to occur according to the Order Sheet, or that is expressly included in any Agreed Product, including without limitation: (1) any event; (2) any attempt at the Record; and (3) all rehearsals, preparation, and practice.
Activation Content means photographs, sound recordings, films, and other copyright works that: (1) depict any Licensed GWR Trade Marks as used at or in connection with the Activation; (2) record or capture part or all of the Activation; or (3) are created under any Reciprocal Arrangement.
Adjudicator means a record adjudicator, if any, required according to the Order Sheet or expressly included in any Agreed Product.
Adjudication means the record adjudication, if any, that is required according to the Order Sheet or expressly included in any Agreed Product.
Adverse Event means any actual or anticipated event, outcome, result, or occurrence at or in connection with the Activation, or in connection with the performance of the Agreement, that is, or is likely to be, adverse to the interests of GWR, any GWR Partner, or any GWR Personnel, including without limitation any actual or anticipated: (1) property damage, accident, injury, illness, public liability, or death; (2) damage to the goodwill or reputation of GWR, any GWR Partner, or any GWR Personnel; or (3) cause of action, legal claim, or criminal charges against GWR, any GWR Partner, or any GWR Personnel.
Affiliate includes without limitation, in relation to a company, any parent company of that company, any ultimate parent company of the group of companies to which that company may belong, and any subsidiary of that company.
Agreed Product means a Product or Products expressly included in the Order Sheet.
Agreed Usage means usage limited to: (1) the Territory; (2) the GWR Licence Term; (3) the media specified in the Order Sheet; (4) the purpose of organising, marketing, and promoting the Activation, and, if Guinness World Records Limited in its discretion decides that the Record Attempt was successful, the attainment of the Record; and (5) such other purpose, if any, as may be expressly included in the Order Sheet or in any Agreed Product.
Agreement means the agreement between GWR and Client comprising: (1) the Order Sheet agreed by GWR and Client; and (2) these Unified Terms.
ARRA means the agreement regarding record attempt between Guinness World Records Limited and the Record Attempter in respect of the Record Attempt made under or in connection with the Agreement.
Book means an edition of the annual publication entitled Guinness World Records.
Clause means a clause of these Unified Terms.
Client means the party named as the Client in the Order Sheet, and if more than one, all such parties jointly and severally.
Client Activation Content means Activation Content created, produced, or commissioned by or on behalf of Client.
Client Content means: (1) the Client Activation Content; (2) the copyright works created by or on behalf of Client using the Agreed Product; (3) the copyright works supplied by Client to GWR, or to any GWR Affiliate, under any Reciprocal Arrangement; and (4) the copyright works created by or on behalf of Client under the GWR Licence.
Client Licence means, only as to those parts of Client Content that contain or feature any GWR Trade Marks or GWR Personnel, a non-exclusive, royalty-free, transferrable, sublicensable, irrevocable, and worldwide licence, in any media (including without limitation in any GWR Content), for life of copyright and otherwise in perpetuity, to: (1) do the acts restricted by copyright, use the name, image, likeness, voice, or signature of any appearing person who is not GWR Personnel, edit and make variations, and use, for any purpose (including without limitation any Commercial Purpose); and (2) use any Client Trade Marks for the purpose of communicating, describing, advertising, or promoting the Activation.
Client Trade Mark means any trade mark owned or controlled by Client, or by a Client Affiliate, that is featured or included in any Client Content or that is necessary to describe or promote the Activation.
Commercial Purpose includes without limitation: (1) any business, industry or trade purpose; (2) any purpose from which revenue or other valuable consideration may be derived or expected; and (3) any purpose from which it may reasonably be inferred that, in addition to the acknowledgement of a record attempt by, or the awarding of a record title to, a legal person, Guinness World Records Limited is affiliated with that legal person in commerce, or has endorsed a business carried on by that legal person.
Confidential Information means all non-public information which relates to or arises as a result of a Party s activities under the Agreement: (1) including without limitation: (i) any information concerning either Party s products, services, or business operations which is designated as confidential or which, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential; and (ii) in the case of GWR, the information contained in the Record Guidelines; and (2) excluding without limitation: (i) the fact that the Activation is scheduled to take place on a certain date; (ii) the identity of the Record Attempter; (iii) the outcome of the Record Attempt; and (iv) any information published by GWR or any GWR Affiliate in the ordinary course of the business of record-breaking or record-certification.
Cooling Off Period means the period ending 14 days from the date of the Agreement or the period ending on the agreed date of the Activation, whichever is the earlier.
Expenses means the expenses incurred by GWR or GWR Personnel in connection with the Activation, or otherwise in performing the Agreement, including without limitation: (1) the travel, accommodation, and other expenses incurred by GWR Personnel in attending the Activation, including without limitation the costs of transferrable or refundable direct return train trips or flights to the Activation location; (2) the cost of hotel accommodation (of four stars or better quality where available) near the Activation location if an overnight stay is considered necessary by GWR; (3) the cost of all relevant meals and sustenance; (4) the cost of transport between train stations, airports, hotels and the Activation location; (5) all costs associated with transport delays or cancellations; (6) any reasonable out-of-pocket expenses incurred by GWR Personnel; (7) any other costs incurred according to GWR s travel policy; and (8) such other expenses as the Parties may agree in writing.
Fee means the fee specified in the Order Sheet, any additional fee payable under Clause 6.12, and any other additional fee specified in the Agreement.
Force Majeure Event means any cause preventing a Party from, or delaying a Party in, performing any or all of its fundamental obligations under the Agreement (excluding an obligation to make any payment), which arises from or is attributable to acts, events, omissions, or accidents beyond the control of the Party so prevented including, without limitation, fire, flood, casualty, lockout, strike, labour condition, industrial action of any kind, unavoidable accident, breakdown of plant or machinery, pandemic, epidemic, national calamity or riot, act of God, the enactment of any statute in the Territory or any other legally constituted authority, war or terrorist activity, civil commotion, malicious damage, illness, or incapacity.
GWR means the Guinness World Records company named as GWR in the Order Sheet.
GWR Activation Content means Activation Content created, produced, or commissioned by or on behalf of GWR.
GWR Assets means the materials to which the GWR Licence applies.
GWR Code of Conduct means the Guinness World Records business partner code of conduct, in the form in which it was available to be viewed at this link on the date of the Agreement.
GWR Competitor means a competitor of Guinness World Records Limited, GWR, or any GWR Affiliate, including without limitation a third party that carries on the business of adjudicating or certifying records or superlative achievements anywhere in the world, and any employee or representative of such a competitor.
GWR Content means Guinness World Records-related content and includes without limitation: (1) the Book; and (2) any other Guinness World Records-related publication, programme, or other copyright work published or otherwise disseminated in any way by GWR or any GWR Partners.
GWR Licence means a non-exclusive and revocable licence, from Guinness World Records Limited, that is non-transferable and non-sublicensable (except to Client s Affiliates on giving GWR prior written notice): (1) to use the Record Guidelines to conduct the Record Attempt; (2) to do, for the Agreed Usage, the acts restricted by copyright in any copyright works supplied by GWR to Client under any Reciprocal Arrangement and in such GWR Activation Content as GWR may supply to Client, without editing or making variations; and (3) to use, for the Agreed Usage, the Licensed GWR Trade Marks in the form in which they are delivered or approved in writing by GWR.
GWR Licence Term means the term: (1) commencing on the licence commencement date specified in the Order Sheet; and (2) ending on the earlier of: (i) the licence expiration date specified in the Order Sheet, and if more than one such date is specified, the latest of those dates, (ii) the date on which Guinness World Records Limited publishes a determination made in its discretion that the Record has been broken by a third party; (iii) the date on which the Record title is revoked, retired, suspended, or decommissioned by Guinness World Records Limited in its discretion; or (iv) the date on which the Agreement is terminated.
GWR Partner means: (1) an independent contractor or consultant to GWR or to an Affiliate of GWR; (2) an Affiliate of GWR; (3) any licensee of GWR; and (4) any licensee of any Affiliate of GWR.
GWR Personnel means the personnel of GWR and each GWR Affiliate and includes without limitation their respective employees and the Adjudicator.
GWR Trade Marks includes without limitation: (1) the GUINNESS WORLD RECORDS word mark; (2) the GWR acronym; (3) any logo that combines GUINNESS WORLD RECORDS with a star or a pedestal; (4) the GUINNESS WORLD RECORDS OFFICIAL ATTEMPT trade mark; (5) the GUINNESS WORLD RECORDS RECORD HOLDER trade mark; (6) the OFFICIALLY AMAZING word mark; and (7) any other trade mark (including without limitation any logo) in which any of the foregoing may be featured or incorporated, whether in English or in any other language and whether registered or unregistered.
Insolvency Event includes without limitation: (1) the presentation of a petition, or the convening of a meeting for the purpose of considering a resolution, for the making of an administration order concerning Client or Payor or for the winding-up, bankruptcy, or dissolution of Client or Payor; (2) Client or Payor ceasing or threatening to cease to carry on business, being deregistered, dissolved, wound up, or becoming insolvent; (3) Client or Payor becoming unable to pay their debts as they fall due; (4) Client or Payor compounding with or entering into a scheme of arrangement for the benefit of their creditors; (5) the appointment of a receiver in respect of Client or Payor or Client or Payor s assets or any part of the same or the passing of a resolution for such appointment; (6) the making of an administration order in relation to Client or Payor; or (7) any event in respect of Client of Payor that is analogous, or has a substantially similar effect, to any of the foregoing events under any law or in any jurisdiction, including without limitation the bankruptcy of Client or Payor.
Licensed GWR Trade Marks means those GWR Trade Marks specified in the Order Sheet.
Order Sheet means the relevant order sheet issued by GWR and containing certain particulars of the agreement between GWR and Client.
Participant means a participant in the Activation, not being the Adjudicator or Record Attempter; and Participants has a corresponding meaning.
Party means a party to the Agreement as specified in the Order Sheet; and Parties has a corresponding meaning.
Payor means the party (if any) described as the Payor in the Order Sheet.
Product means any product, service, or deliverable contained in the list communicated or made available to Client by GWR on or before the date of the Agreement (whether on a Guinness World Records Limited website, on a GWR website, or by any other means), and if more than one list was so communicated, Product means any product, service, or deliverable contained in the latest or final list.
Reciprocal Arrangement means the barter or similar arrangement (if any) specified in the Order Sheet, according to which certain agreed goods or services must be provided: (1) to GWR by Client in consideration, or further consideration, for the Agreed Product or the GWR Licence; or (2) by GWR to Client in addition to the Agreed Product or the GWR Licence.
Record means the record (if any) specified in the Order Sheet, and if more than one, each such record severally.
Record Attempt means the Record attempt (if any) specified in the Order Sheet or expressly included in any Agreed Product.
Record Attempter or Record Claimant means the legal entity that makes, or is to make, the Record Attempt, as named in the Order Sheet or as agreed in writing between the Parties; and if more than one, all such entities jointly.
Record Guidelines means the guidelines for the Record Attempt as determined by Guinness World Records Limited in its discretion and any updates, amendments, or replacements to such guidelines made or introduced by GWR in its discretion at any time for a Record Attempt is made.
Record Holder means the legal entity, if any, recognised as the holder of the Record by Guinness World Records Limited in its discretion.
Reserved GWR Trade Marks means all GWR Trade Marks except the Licensed GWR Trade Marks.
Territory means the territory specified in the Order Sheet.
Unified Terms means these Guinness World Records unified terms.
VAT means value added tax and includes goods and services tax and any similar indirect tax levied on the price of a product or service.
1.02 In the interpretation of the documents comprising the Agreement, the following order of priority applies: (1) any special conditions contained in the Order Sheet; (2) the Order Sheet; and (3) the Unified Terms. A term of a document appearing earlier in the foregoing list prevails to the extent of any inconsistency with a term of any document or documents appearing later in the list.
1.03 The terms of the Agreement prevail to the extent of any inconsistency with: (1) the terms of any other agreement between GWR (or any GWR Affiliate) and Client (or any Client Affiliate); (2) the terms of any document published by Client (or any Client Affiliate) or delivered to GWR (or any GWR Affiliate) by Client (or any Client Affiliate); (3) the terms of any other agreement between GWR (or any GWR Affiliate) and Payor; (4) the terms of any document published by Payor (or any Payor Affiliate) or delivered to GWR (or any GWR Affiliate) by Payor (or any Payor Affiliate); (5) the Record Guidelines; (6) any information published by GWR or its Affiliates; and (7) any statement or representation made by any Adjudicator or other GWR Personnel.
1.04 In the interpretation of the Agreement, the singular includes the plural and vice versa.
1.05 Whenever the approval of GWR is required or desired under or in connection with the Agreement, that approval may be withheld in GWR s discretion and, if granted, may be granted subject to conditions. In granting any approval in connection with the GWR Assets or the Client Content, GWR does not provide legal advice and does not give warranties as to compliance with applicable laws or third-party rights.
1.06 The English version of these Unified Terms prevails to the extent of any inconsistency with any non-English version of these Unified Terms.
1.07 Where, in executing or otherwise accepting the Order Sheet, a legal person holds themselves out as an agent for a principal: (1) that legal person warrants to GWR that they have the authority of the principal to enter the Agreement on the principal s behalf; and (2) that legal person accepts that they are not a party to the Agreement.
2. Fee and Expenses
2.01 Client must pay the Fee to GWR according to the Order Sheet. GWR is not obligated to supply the Agreed Product before receiving payment of the Fee.
2.02 In addition to the Fee, Client must pay or reimburse the Expenses to GWR upon receipt of an invoice from GWR.
2.03 Payments must be made into the bank account, and in the currency, specified in the Order Sheet, without any deduction in respect of tax, exchange, commission, or any other cause and in accordance with the payment terms stated in the Order Sheet. Without limiting the foregoing, each sum of money payable by Client under the Order Sheet is an after-tax sum. Each such sum is exclusive, or net, of all tax (including without limitation any withholding tax) that is payable on Client s remittance to GWR of that sum. Client must pay all such tax on top of each sum of money payable by Client under the Order Sheet.
2.04 If there is a Payor, despite anything to the contrary contained in the Agreement: (1) Payor must pay the Fee and pay or reimburse the Expenses to GWR according to the Order Sheet; (2) Client guarantees to GWR that Payor will pay the Fee and pay or reimburse the Expenses to GWR according to the Order Sheet; (3) Client and Payor jointly and severally warrant to GWR that payment or reimbursement by Payor does not violate any applicable laws (including without limitation, the UK Bribery Act 2010 and relevant anti-corruption and anti-money laundering laws); (4) Client and Payor are jointly and severally liable to GWR for the payment of the Fee and payment or reimbursement of the Expenses; (5) Payor is not a client of GWR and will not receive any benefit under the Agreement, including but not limited to any benefit under the GWR Licence; and (6) Payor indemnifies and holds harmless GWR, each GWR Affiliate, and all GWR Personnel, jointly and severally, from and against any and all losses, costs, and expenses caused, or contributed to, by any actual or threatened breach by Payor of any term or warranty of the Agreement.
2.05 If GWR permits the making of payments using a third-party payment processor (including without limitation Paypal) GWR may charge a 5% administration fee on the amount due to GWR.
2.06 If there is a Reciprocal Arrangement, a Party s supply to another Party of any things of value constitutes the consideration for VAT purposes. The value of those things is deemed to be inclusive of any VAT that is chargeable on that supply and each Party shall promptly provide any necessary VAT invoice to the other. If requested by GWR, Client must promptly provide GWR with details of Client s VAT registration and such other information as is reasonably required in connection with VAT reporting requirements in relation to the supply.
3. Agreed Product
3.01 GWR will supply the Agreed Product to Client at the times and places specified in the Order Sheet, in consideration for: (1) payment of the Fee and payment or reimbursement of the Expenses; or (2) Client s compliance with the Reciprocal Arrangement (if any). If there is no Reciprocal Arrangement, GWR is not required to commence work for Client until the Fee has been paid.
3.02 Client is entitled to nothing of value from GWR except the Agreed Product and, where applicable, the GWR Licence.
3.03 Payor is entitled to nothing of value from GWR. Payor assumes obligations to GWR in consideration for GWR s agreeing, at Payor s request, to accept payment from Payor on Client s behalf.
3.04 Client must comply with the GWR Code of Conduct and with all laws and regulations applicable to Client in connection with the operation of its business, the conduct of the Activation, and its performance of the Agreement.
4. Licence Granted by GWR
4.01 If the Order Sheet refers to a licence to be granted by GWR, GWR grants Client (or causes the granting to Client of) the GWR Licence in further consideration for: (1) payment of the Fee and payment or reimbursement of the Expenses; or (2) Client s compliance with the Reciprocal Arrangement (if any).
4.02 Except as expressly permitted under the GWR Licence, Client must not use, or do any act restricted by copyright in, any GWR Assets for any Commercial Purpose.
4.03 Client agrees that Guinness World Records Limited is the owner throughout the world of all rights in the GWR Trade Marks. Client must never challenge this ownership including without limitation by opposing or seeking to invalidate any trade mark application filed, or registration obtained, by Guinness World Records Limited. Client agrees that each GWR Trade Mark is valid and enforceable in any relevant country in which registration has not been obtained by Guinness World Records Limited.
4.04 Client agrees that the Record Guidelines are a copyright work and that Guinness World Records Limited is the owner of the copyright in the Record Guidelines and all rights in the information contained in the Record Guidelines. Client must not do, or permit the doing of, any of the acts restricted by copyright in the Record Guidelines. Client may use the Record Guidelines non-exclusively and for the sole purpose of a Record Attempt made according to the Agreement. Without limiting the foregoing, Client must not use, or permit the use of, the Record Guidelines to assist a GWR Competitor or to compete with GWR or its Affiliates anywhere in the world at any time.
4.05 Guinness World Records Limited reserves all rights in the GWR Assets that are not expressly granted under the GWR Licence, including without limitation: (1) all rights in the Reserved GWR Trade Marks; (2) all rights to apply GWR Trade Marks to goods and services; (3) the exclusive right to do all acts restricted by copyright in the Record Guidelines; and (4) the exclusive right to do all acts restricted by copyright in all GWR Activation Content not supplied to Client by GWR. Client must not exercise or permit the exercising of any rights in the GWR Assets reserved by Guinness World Records Limited. Remedies for Client s exercise of any such reserved rights include, without limitation, an entitlement to prompt payment of such additional fees as may be chargeable by GWR having regard to its standard fees and policies.
4.06 Client must not alter, edit, reorder, modify, or adapt any GWR Assets.
4.07 Client s use of the GWR Assets is subject to GWR s prior written approval, including without limitation: (1) all use in any publicity, promotion, or advertising materials; and (2) all use that includes or incorporates any trade marks other than the Licensed GWR Trade Marks, including without limitation any Client Trade Marks.
4.08 Without limiting the generality of any other Clause concerning GWR Trade Marks, to the extent that the GWR Licence applies to the Licensed GWR Trade Marks, Client must: (1) reproduce or disseminate the Licensed GWR Trade Marks only with the prior written approval of GWR and only according to such written guidelines as GWR may provide from time to time; (2) not use, or permit the use of, the word "Guinness" except as part of the Licensed GWR Trade Marks; (3) not use, or permit the use of, the word "Guinness" or the Licensed GWR Trade Marks in any manner that suggests, or might be taken to suggest, that the Licensed GWR Trade Marks are in any way linked to Diageo plc or the production of alcoholic beverages; (4) ensure that the words "World Records" are of the same size and colour, and in the same font, as the word "Guinness" whenever used under the Agreement; (5) not use, or permit the use of, the Licensed GWR Trade Marks in any format or language other than those in which they are provided to Client by GWR; (6) always refer to the Book by its title, the "Guinness World Records book" or the Guinness World Records annual (and only in English) and never refer to the Book as the "Guinness Book of Records" or the "Guinness Book"; (7) ensure that no alcoholic beverages, and no goods or services primarily used, or directly or indirectly supplied for use, in connection with the brewing industry or the manufacture, sale or supply of alcoholic drinks, are used in the advertising, marketing, sponsorship, or promotion of the Activation; (8) include such statements, markings, and notices as GWR may require in order to give appropriate notice of trade mark rights or copyright rights; and (9) include an acknowledgement that the Licensed GWR Trade Marks are trade marks (or registered trade marks, as appropriate) of Guinness World Records Limited used under licence, in a form first approved in writing by GWR.
4.09 In exercising rights under the GWR Licence, Client is solely responsible for compliance with all applicable laws. GWR gives Client no warranty that, in exercising rights under the GWR Licence, Client can comply with any laws applicable to its activities.
4.10 Nothing contained in the Agreement makes GWR an endorser of Client or Client s products, services, or commercial activities.
4.11 Nothing in the Agreement gives Client any interest in any GWR Assets or the goodwill attached to them. All goodwill that arises under the GWR Licence accrues to Guinness World Records Limited as sole owner.
4.12 Upon the expiration or termination of the GWR Licence, Client must cease exercising all rights granted under the GWR Licence and must, promptly after receiving a written request from GWR, remove the GWR Assets from all media where they remain.
4.13 In recognising a record title that includes a third-party trade mark, GWR gives Client no warranty that Client s use of that trade mark is, or will be, licensed by the trade mark owner. Any such warranty is excluded from the Agreement. Client is solely responsible for obtaining such licences as Client may require for Client s use of any such trade mark.
4.14 Without limiting Clause 4.13, Client must at its sole cost and expense obtain all third-party licences and approvals required for any marketing campaign or advertising activity that Client may wish to conduct in connection with the Activation or under or in connection with the GWR Licence.
5. Licence Granted by Client
5.01 Client grants the Client Licence to GWR in consideration for GWR s obligations under the Agreement.
5.02 In connection with the Client Content, Client must at its sole cost and expense obtain from all relevant third parties (including without limitation the Record Attempter, the Participants, and all attendees at the Activation) all such approvals, licences, permissions, clearances, or consents as may be required: (1) by Client to perform its obligations under the Agreement in connection with the Client Content; and (2) by GWR to exercise its rights under the Agreement, including without limitation the rights licensed to it under the Client Licence.
5.03 Client warrants and represents to GWR that: (1) Client owns or controls the rights included in the Client Licence; (2) the Client Content is free and clear of all third-party rights, including without limitation all rights of approval, moral rights, rights to receive royalties or credits, and rights to bring any claims against GWR, any GWR Affiliate, or any GWR Personnel; and (3) Client has the power and authority to enter into and fully perform the Agreement.
5.04 Client must deliver Client Content to GWR promptly after a written request from GWR.
5.05 Client s use of Client Content is subject to GWR s prior written approval, including without limitation: (1) all use in any publicity, promotion, or advertising materials; and (2) all use that includes or incorporates any trade marks other than the Client Trade Marks, including without limitation the Licensed GWR Trade Marks.
5.06 In exercising its rights in Client Content, Client is solely responsible for compliance with all applicable laws. GWR gives Client no warranty that, in exercising those rights, Client can comply with any applicable laws. Any such warranty is excluded from the Agreement.
6. Record-Breaking
6.01 The Record may be attempted by and awarded to any third party at any time. Without limiting the foregoing, the Record and any record category are: (1) not subject to embargo; (2) not awarded exclusively or for any minimum period; (3) always intended to be challenged and broken at any time; and (4) subject to review, resting, or cancellation at any time in the discretion of Guinness World Records Limited and without notice. Client assumes all risk of these features of the Record.
6.02 GWR does not warrant or provide any assurance that a third party will not attempt the Record or that Guinness World Records Limited will not certify the attainment of the Record by a third party. Any such warranty or assurance is excluded from the Agreement.
6.03 Despite anything to the contrary contained in the Agreement, the Record title may be revoked, retired, suspended, or decommissioned by Guinness World Records Limited in its discretion at any time and without giving reasons, in which case neither Guinness World Records Limited nor GWR will continue to recognise any attainment of the Record by Client or the Record Holder.
6.04 Guinness World Records Limited is entitled to decide, in its sole discretion having regard to the Record Guidelines, whether: (1) the Record Attempt has been successful; and (2) a Guinness World Records record has been achieved. Any such decision of Guinness World Records Limited is final and may vary or reverse any earlier decision made by the Adjudicator. GWR is not required to engage in communications with Client or the Record Attempter in that regard. Any such communications are without prejudice to the finality of the decision of Guinness World Records Limited.
6.05 None of the following constitutes a warranty or assurance that the Record Attempt will be successful or that the Record will be certified by Guinness World Records Limited: (1) the making of the Agreement; (2) the conduct of the Adjudication; (3) the attendance of the Adjudicator at the Activation; (4) the payment of the Fee; or (5) the payment or reimbursement of the Expenses.
6.06 A record certificate is awarded only if the Record Attempt is regarded as successful by Guinness World Records Limited in its discretion.
6.07 A Guinness World Records adjudicator will attend the Record Attempt only if the attendance is expressly included in the Agreed Product. A record certificate for the Record Attempt, if regarded as successful by Guinness World Records Limited, is presented by GWR Personnel only if expressly required as part of the Agreed Product. Client acknowledges that any Guinness World Records record certificate is a copyright work in respect of which Guinness World Records Limited is the copyright owner. Any record certificate for the Record Attempt may be shown in public at Client's place of business. Client must not do, or permit the doing of, any of the other acts restricted by copyright in the record certificate.
6.08 GWR and its Affiliates may in their discretion make or refrain from making any public announcement regarding the Record Attempt, whether regarded as successful or unsuccessful by Guinness World Records Limited.
6.09 GWR and its Affiliates have no liability for any loss caused to Client or Payor by any decision by Guinness World Records Limited that Client (or the Record Attempter) has or has not been successful in any Record Attempt.
6.10 The certification, if any, of the Record does not entitle Client or any Record Holder to be included in any GWR Content. GWR may decide in its discretion whether to include the Record or any Record Holder in any GWR Content. If any Client or Record Holder details are so included, Client acknowledges that GWR (and any GWR Partners) are not liable to Client for any error, omission, or inaccuracy in those details.
6.11 GWR may update, amend, or replace the Record Guidelines on giving Client written notice within a reasonable period prior to the Record Attempt.
6.12 The Adjudicator must be present, and additional fees must be paid to GWR by Client, if: (1) an attempt is made at any record except the Record; or (2) more than one attempt is made at any record. The additional fees will be determined by GWR having regard to all applicable circumstances and will be payable upon Client s receipt of an invoice.
7. The Activation
7.01 Client must hold the Activation: (1) on the date and at the location specified in the Order Sheet; (2) in compliance with all applicable laws; and (3) in compliance with GWR s reasonable instructions and requirements.
7.02 Client must produce the Activation or cause the Activation to be produced. Client must not represent the Activation as produced by GWR.
7.03 The Activation is produced and held at Client s sole risk. Without limiting the foregoing, Client is solely responsible for any deaths of, injuries to, or losses suffered by, any persons while preparing for, attending, or participating in the Activation.
7.04 The Activation is produced and held at Client s sole cost and expense. Without limiting the foregoing, Activation costs and expenses for which Client is solely responsible include without limitation those of any media coverage, marketing, venue hire, health and safety services, and personnel.
7.05 Client and GWR may each produce, or cause the production of, Activation Content.
7.06 Client Activation Content is subject to the Client Licence. Client must deliver copies of all Client Activation Content to GWR promptly after receiving a written request from GWR.
7.07 GWR Activation Content is subject to the GWR Licence only if supplied by GWR to Client. Unless expressly stated to the contrary in the Order Sheet, GWR is not required to supply GWR Activation Content to Client. Subject only to the GWR Licence (if applicable), GWR is exclusively entitled to do all acts restricted by copyright in all GWR Activation Content for any Commercial Purpose throughout the world for the life of copyright.
7.08 Client may not appoint any Activation sponsor without GWR s prior written approval. All Activation sponsor content (including without limitation sponsor signs, banners, advertising materials, marketing materials, and publicity materials) is subject to GWR s prior written approval.
7.09 Client must not allow a GWR Competitor to sponsor, attend, appear at, participate in, adjudicate at, or promote the Activation or any event occurring contemporaneously with the Activation at the Activation location.
7.10 At or in connection with the Activation, Client must not allow: (1) an attempt at any record except the Record; (2) a record attempt that is not authorised by GWR; (3) a record attempt by a legal entity that is not the Record Attempter; or (4) any adjudication by a person who is not authorised by GWR.
7.11 In relation to the Activation, Client must at its sole cost and expense: (1) take all appropriate or necessary professional safety, risk, and legal advice; (2) identify and minimise all hazards; (3) take all reasonably necessary safety measures or precautions; (4) identify and minimise all risks to Client, the Record Attempter, the Participants, and all attendees; (5) provide all reasonably necessary medical or emergency services; (6) comply with all health and safety guidelines issued from time to time by any relevant person, body, or authority; (7) effect and maintain adequate and appropriate insurance; (8) sign, or cause the signing of, all necessary releases, waivers, consents, approvals, and other documents, including without limitation any such documents reasonably required by GWR; (9) obtain all necessary permits, licences, authorisations, and permissions including without limitation those required from, or in connection with, the Record Attempter, minors, the Participants, attendees, and third-party rights owners; (10) comply with GWR s reasonable travel policies; and (11) cause Participants to use any app, platform, or service required by GWR for any reasonable purpose, including without limitation the purpose of registering for participation in the Activation or the purpose of obtaining or verifying any evidence required to verify a Record Attempt.
7.12 Despite anything they may contain to the contrary, the Record Guidelines and any communications Client may receive from GWR in connection with the Activation cannot be relied upon as providing: (1) advice on matters of risk, safety, or cost; (2) representations or assurances from GWR that the Activation is free from all or any risk, safety issue, or cost; or (3) anything that reduces or modifies Client s assumption of all risks, safety issues, and costs in connection with the Activation.
7.13 Unless the ARRA is entered using an online process provided by GWR, Client must deliver to GWR a copy of the executed and dated ARRA prior to the date of the Record Attempt.
7.14 Client must: (1) cause each Record Attempter to comply with the terms of the ARRA; and (2) not allow or permit any Participant to cause any Record Attempter to breach the terms of the ARRA.
7.15 Client agrees that GWR may, at any time and by any means, market or sell its goods and services directly to Participants who have provided any consents necessary for that purpose. Within a reasonable time prior to the Activation, GWR may give Client written details of any apps, access codes, websites, platforms, or services used by GWR to market or sell its goods and services. All Activation marketing materials directed to Participants by or on behalf of Client must include all such details.
7.16 If the Activation is a mass participation event, Participants have no rights in relation to any GWR Assets unless otherwise agreed in writing by the Parties.
8. Indemnities
8.01 Client indemnifies and holds harmless GWR, each GWR Affiliate, and all GWR Personnel, jointly and severally, from and against any and all losses, costs, and expenses caused, or contributed to, by: (1) any actual or threatened breach by Client or Payor of any term or warranty of the Agreement, including without limitation any breach of the GWR Licence; and (2) any third-party claim against them in connection with the Activation or the performance of the Agreement, including without limitation any claim by a Record Attempter, Record Holder, or Participant, any claim that is inconsistent with the Client Licence, any claim for the infringement of third-party rights in the Client Content that were not created or granted by GWR, and any claim concerning death or personal injury.
8.02 Each indemnity given by Client or Payor under the Agreement: (1) includes, without limitation, legal costs of the indemnitee on an indemnity or solicitor-and-own-client basis; (2) is additional to any entitlement of the indemnitee to damages or other relief; and (3) is continuing and will survive the expiration or termination of the Agreement.
9. Limitation of Liability
9.01 Nothing in the Agreement excludes or limits the liability of a Party for: (1) death or personal injury resulting from the negligence of that Party or their servants, agents, or employees; (2) fraud or fraudulent misrepresentation of that Party; (3) misuse of Confidential Information by that Party; (4) payment of sums properly due and owing to another Party under the Agreement; or (5) matters which cannot be excluded or limited by applicable law.
9.02 If the Activation is not held in the United States, GWR is not liable to Client or Payor for any loss, damage, or injury (including without limitation to Client s property) in connection with the Activation unless caused directly by GWR s negligence. If the Activation is held in the United States, GWR has no such liability unless caused directly by GWR s gross negligence.
9.03 Subject to Clauses 9.01 and 9.02, GWR is not liable under or in connection with the Agreement (whether in contract, tort, or otherwise) for any of the following losses suffered by Client or Payor, whether or not such losses were within the contemplation of the Parties at the date of the Agreement: (1) loss of profit; (2) loss of savings; (3) loss of business opportunity; (4) loss or corruption of data; or (5) indirect, consequential, or special losses.
9.04 A warranty given by or on behalf of GWR (or any GWR Affiliate) does not form part of the Agreement unless it is expressly stated in the Agreement. All other warranties purportedly given by or on behalf of GWR (or by or on behalf of any GWR Affiliate), including without limitation implied or statutory warranties, are excluded from the Agreement to the full extent permitted by law.
9.05 Despite anything to the contrary contained in the Agreement, any liability GWR may have to Client or Payor under or in connection with the Agreement is limited to the amount of the Fee.
10. Termination
10.01 The Agreement terminates immediately, and without the need for notice, upon the later of: (1) the completion of the Activation or, if there is more than one Activation, the completion of the final Activation; and (2) the expiration of the GWR Licence.
10.02 The Agreement terminates immediately, and without the need for notice, if either of the following occurs for any reason and the Parties have not agreed in writing to reschedule the Activation: (1) Client cancels the Activation or indicates that it does not wish to proceed with it; or (2) the Activation does not occur within 18 months of the date of the Agreement.
10.03 GWR may terminate the Agreement immediately at any time by giving written notice to Client if: (1) the Adjudicator is unavailable for the Activation; (2) GWR considers the Adjudicator to be unsafe while preparing for, travelling to, attending, or conducting the Adjudication; (3) GWR considers an Adverse Event to have occurred, or to be likely to occur; (4) Client or Payor breach a fundamental term of the Agreement; (5) there is any change in the ownership, management, or control of Client or Payor which is unacceptable to GWR in its sole discretion; (6) an Insolvency Event occurs; or (7) the ARRA is terminated before the Record Attempt.
10.04 If a Force Majeure Event continues for more than 20 consecutive days, a Party may terminate the Agreement by written notice given to the other or others at any time during the further period of 14 days. The Party prevented from, or delayed in, performance is not in breach of the Agreement and no loss or damage may be claimed by a Party from the other or others by reason of the Force Majeure Event.
10.05 Except as expressly permitted by any other Clause, no Party may terminate the Agreement in reliance on an alleged breach by the other or another Party unless the aggrieved Party has given the other or others written notice of the alleged breach and allowed the other or others not less than one month to cure it.
10.06 Unless expressly stated to the contrary in the Agreement, termination of the Agreement is without prejudice to the respective rights and obligations of the Parties accrued prior to the date of termination. Despite anything to the contrary contained in the Agreement, the Fee and Expenses remain payable if payment has not occurred prior to termination of the Agreement.
10.07 Despite anything to the contrary contained in the Agreement, the termination of the Agreement under Clause 10.03 causes the simultaneous termination of the GWR Licence.
11. Refunds
11.01 Client or Payor (as the case may be) is only entitled to a refund of the Fee and Expenses if a refund is expressly payable under the following provisions of this Clause 11.
11.02 Client or Payor (as the case may be) is entitled to a full refund of the Fee and the Expenses only if Client is not in breach of the Agreement, the Parties have not agreed in writing to reschedule the Activation, and GWR has notified Client in writing that one or more of the following applies: (1) the Adjudicator is unavailable for the Activation; (2) GWR considers the Adjudicator to be unsafe while preparing for, travelling to, attending, or conducting the Adjudication, and the safety issue was not caused or permitted by Client or Payor; or (3) GWR considers an Adverse Event to have occurred, or to be likely to occur, and that Adverse Event was not caused or permitted by Client or Payor.
11.03 Client or Payor (as the case may be) may be entitled to a partial refund of the Fee and the Expenses only if Client is not in breach of the Agreement and one of the following applies: (1) Client cancels the Activation by giving written notice to GWR during the Cooling Off Period and the Parties have not, during the Cooling Off Period, agreed in writing to reschedule the Activation; (2) the Record Attempt is unsuccessful; or (3) the Activation became impossible because of a Force Majeure Event.
11.04 In making a partial refund, GWR may withhold: (1) the value of any service actually provided; (2) the value of any consulting service or record ideation service included in the Agreed Product, which services are deemed to have been provided; (3) the value of any products actually provided; (4) the value of any rights actually exercised under the GWR Licence; (5) the value of the right to use the OFFICIAL ATTEMPT trade mark, which right is deemed to have been exercised by Client under the GWR Licence; and (6) the Expenses.
11.05 Client or Payor (as the case may be) must make a written request for any refund to which it is entitled under this Clause 11 (and must supply all bank account details and other details required by GWR) not later than three months after the refund entitlement arises. Despite anything to the contrary contained in the Agreement, a refund entitlement lapses irrevocably unless the request is made, and the details are provided, within that time. If a refund entitlement lapses, GWR may thereafter retain all monies paid to it and may recognise all such monies as revenue.
11.06 Despite anything to the contrary contained in the Agreement, a refund under this Clause 11 (if any) is the entire remedy available to Client or Payor (as the case may be) in circumstances where an entitlement to that refund arises.
12. Confidentiality
12.01 During the period of three years from the date of the Agreement, each Party agrees not to use or disclose any Confidential Information of another Party, except where: (1) such use or disclosure is required to perform the Agreement; (2) such use or disclosure is made to a professional advisor or to an employee in circumstances where a duty of confidence is owed to the other Party; (3) the using or disclosing Party has the other Party s prior written consent to the use or disclosure; (4) the using or disclosing Party is required to make the use or disclosure by law; or (5) the used or disclosed document or information is in the public domain, except as a result of the using or disclosing Party s own act or omission.
12.02 Despite anything to the contrary contained in the Agreement, a Party must not use the Confidential Information of another Party to compete against that other Party at any time. Without limiting the foregoing, Client and Payor must not jointly or severally use the Confidential Information of GWR to assist a GWR Competitor at any time.
13. Notices
Notices under or in connection with the Agreement may be given to a Party at that Party s email address as specified in the Order Sheet. In the case of a dispute, a copy of any notice given to GWR must be sent simultaneously to proserviceslegal@guinnessworldrecords.com.
14. General Provisions
14.01 The Agreement is governed by the laws of England and Wales. The Parties submit to the jurisdiction of the courts of England and Wales in any dispute regarding the subject matter of the Agreement.
14.02 The respective rights and obligations of Client and Payor under the Agreement are incapable of assignment. GWR may transfer, license, or dispose of its rights under the Agreement in its discretion and without any obligation to notify Client or Payor.
14.03 The Agreement sets out the entire agreement and understanding between the Parties at the date of the Agreement relating to the subject matter of the Agreement and supersedes all prior agreements or arrangements (whether oral or in writing) relating to that subject matter.
14.04 The Agreement can only be amended by a written instrument signed by the Parties which expressly provides that it is an amendment to the Agreement.
14.05 The failure by a Party to enforce any rights under the Agreement does not result in the loss of those rights. No waiver of any rights under the Agreement is effective unless executed in writing by the waiving Party. No waiver of any rights by a Party under the Agreement in one instance operates as a waiver of any of those rights in any other instance.
14.06 Nothing contained in or implied by the Agreement creates any partnership or joint venture between the Parties, and nothing in the Agreement makes another Party the agent of GWR with the power to bind GWR in respect of any of the rights and obligations in the Agreement.
14.07 No third parties other than Guinness World Records Limited (where relevant) are intended to have rights under the Agreement. The Parties do not intend that any term of the Agreement is enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a Party.
14.08 The invalidity or unenforceability of a provision of the Agreement does not affect the validity or enforceability or any other provision of the Agreement, so that each provision is severable from each other provision.
