TERMS AND CONDITIONS DEFINITIONS AND INTERPRETION T These Terms and Conditions the following expressions shall have the following meanings unless inconsistent with the context: " "Client" the person(s), representatives, firm or company for whom the Company provides the Services under the Contract "Company" Signature Hotel Group LTD, Dunchurch Park Hotel & Conference Centre, Rugby Road, Dunchurch, Warwickshire CV22 6QW. Registered in England 3929827 " "Contract" any Contract between the Company and the Client for the supply of the Services formed in accordance with Condition 2 " "Day" any period of 24 hours running from midnight to midnight " "Delegate" any person booked by the Client to attend an Event " "Event" any conference or function booked by the Client in accordance with Condition 2.4 "Force Majeure" any cause preventing the Company from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accident beyond the reasonable contemplation and control ot the Company including, without limitation, strikes, other industrial disputes, acts of terrorism, epidemic, protest, act of god, war, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood or storm "Secretarial Services" all secretarial services including photocopying, word processing and the preparation and sending of e-mails or other communications which are reasonably required for the purposes of the relevant Event "Services" the provision of conference facilities and related services, to include the provision of suitable rooms equipped with flip charts, paper and markers; overhead projector and screen; video and presentation equipment; computing and Secretarial Services; meals and refreshments; and overnight accommodation as required and as agreed between the Client and the Company "Terms and Conditions" the standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Client and the Company 1.2 The headings in these Terms and Conditions are for convenience only and shall not affect their construction or interpretation. 2. FORMATION AND INCORPORATION 2.1 Subject to any variation under Condition 2.7, the Contract will be upon these terms and conditions to the exclusion of all other terms and conditions and all previous oral or written representations. 2.2 Any quotation is valid for a period of two weeks only from its date, provided the Company has not previously withdrawn it. 2.3 By signing and returning the Company’s confirmation booking form, the Client is deemed to have accepted the Company’s Terms and Conditions. 2.4 All reservations are regarded as provisional by the Company until they have been confirmed in writing, by letter, e-mail or facsimile by the Client, such confirmation accepting these Terms and Conditions; or by the Client signing and returning the Company’s confirmation booking form. 2.5 The Client may cancel a confirmed booking subject to Condition 5.6 and Condition 3 below. 2.6 The Client agrees to send the Company a list of the Delegates attending the conference at least seven Days before the start of the event. The Client must inform the Company of any changes to the list of Delegates as soon as possible and throughout the event. This is to enable the Company to comply with statutory regulations. 2.7 No variation to these Terms and Conditions shall be effective unless in writing signed by an authorised representative of the Company. 3. CANCELLATION 3.1 In the event of a cancellation by the Client in accordance with Condition 2.5 and Condition 5.6, the Company will endeavour to re-sell the facilities booked by the Client in order to minimise cancellation charges to the Client. In the event that the Company is able to re-sell the.reserved facilities, the cancellation fee applicable under Condition 3.2 may be reduced accordingly at the Company's discretion. 3.2 Notwithstanding Condition 3.1, the charge to the Client for the cancellation of a confirmed booking relates to the period of notice given to the Company in accordance with Condition 5.4 as follows: 3.2.1 Between 61 and 90 days: 25% of the confirmed charge 3.2.2 Between 60 and 15 days: 60% of the confirmed charge 3.2.3 Between 0 and 14 days: 100% of the confirmed charge All charges are inclusive of value added tax. 3.3 If a conference or function is postponed, and re-booked to take place within six months of the date of the original event, a charge relating to the period of notice given to the Company in accordance with Condition 5.6 will be made as follows in addition to the agreed price: 3.3. Between 0 and 15 days' notice: 50% of the original agreed price; 3.3.2 Between 16 days and 1 month's notice: 40% of the original agreed price; 3.3.3 Between 1 month and 3 months’ notice: 25% of the original agreed price; 4. SERVICES 4.1 The Company will perform the Services and may make any changes to the Services or provision of the Services which are required to conform with any applicable safety or other statutory or regulatory requirements. 4.2 The Company will provide a room or rooms suitable for the number of Delegates and the type of activity booked by the Client. Any changes in numbers of Delegates or facilities required must be notified to the Company in writing in accordance with Condition 2.6 and in such circumstances the Company reserves the right to vary the room or rooms to be provided. 4.3 The layout of the room or rooms will be arranged as required by advance notification from the Client. All syndicate rooms are equipped with a flip chart and markers. The Company supplies the following additional facilities if agreed at the time of booking: overhead projector and screen; video and presentation equipment; computing and Secretarial Services; meals and refreshments. 4.4 Overnight accommodation is available by arrangement with the Company. Accommodation and standard meals may be included in the price quoted where appropriate. 4.5 Computer facilities, the use of facsimile machines and Secretarial Services are available subject to prior agreement with the Company. 4.6 Photocopiers are available to Delegates for use relating to the relevant Event. The Client undertakes to ensure that Delegates and conference organisers observe copyright laws when making photocopies on the Company's premises. 5. PRICE 5.1 The price for the Services shall be the price quoted by the Company. 5.2 The Company will charge the Client the amount agreed when a firm booking is made in accordance with Condition 2.4. 5.3 The Company reserves the right to charge Delegates for services provided at their request over and above the Services as agreed between the Company and the Client. Payment for such services must be made in full prior to departure. 5.4 The Client agrees to pay any sums referred to in Condition 5.3 above but not paid for in full by the Delegate before departure within 14 Days of receiving an invoice detailing the cost incurred. 5.5 Short-stay visitors, i.e. those visitors not attending the whole conference, will be charged s eparately from and in addition to the charges outlined in Condition 5.2. 5.6 The cancellation or postponement of an event must be notified to the Company in writing, by letter, e-mail or facsimile. The relevant cancellation charges are set out in Condition 3.2 and 3.3. 5.7 All sums payable under these Terms and Conditions are expressed exclusive of value added tax which shall be payable in addition at the rate and in the manner for the time being prescribed by law. 6. PAYMENT 6.1 Credit facilities will only be extended to Clients who have established an approved credit account at least 7 days before the conference or function. 6.2 Where the Client has an approved credit account with the Company, payment in pounds sterling is due within 14 days of the date of invoice 6.3 A credit application request form will be forwarded to the Client upon the booking of conference facilities. The Company is under no obligation to offer a credit account to the Client and the Company reserves the right to withhold or withdraw credit facilities at any time without notice. 6.3 Time for payment shall be of the essence. 6.4 All queries relating to invoiced charges must be raised in writing within 7 days of invoice date, otherwise invoiced charges will be deemed fully accepted and payable 6.5 No payment shall be deemed to have been received until the Company has received cleared funds. 6.6 All sums payable to the Company under the Contract shall become due immediately upon termination of the Contract. 6.7 All payments to be made by the Client under the Contract shall be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim. 6.8 All payments to be made by the Client under the Contract shall be made in full without deduction of or withholding for or on account of any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the Client is required by law to make any such deduction or withholding. 6.9 If any sum payable under the Contract is not paid when due then, without prejudice to the Company’s other rights under the Contract, that sum shall bear interest from the due date until payment is made in full, both before and after any judgment, at the rate of 5% per month. 7. PERFORMANCE The Company shall use reasonable skill and care to perform the Services as agreed with the Client. 8. WARRANTY, EXCLUSION OF LIABILITY AND INDEMNITY 8.1 The following provisions and the provisions of condition 9 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: 8.1.1 any breach of these terms and conditions; and 8.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 8.2 Nothing in these terms and conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation. 8.3 The Company shall not be liable to the Client for any damages, claims or costs the Client incurs through misuse of the Company’s facilities or equipment. 8.4 The Company reserves the right to perform limited technical tests on any electrical equipment, including but not limited to presentation equipment, which will be connected to the electrical supply and/or telephone line at the premises where the Event is held. THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITIONS 8.5 AND 8.6 8.5 Subject to conditions 9.2 and 9.3: -8.5.1 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price set out at condition 4.1; and 8.5.2 The Company shall not be liable to the Client by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any loss of profit, loss of business, depletion of goodwill or otherwise (whether direct, indirect or consequential), costs, expenses or other claims for consequential compensation whatsoever (whether or not caused by the negligence of the Company, its employees, agents or sub-contractors ) which arise out of or in connection with the Contract. 8.6 The Client agrees to indemnify, keep indemnified and hold harmless the Company from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, any direct or indirect loss (both of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the Company incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure in performance by the Client of the terms of the Contract. 8.7 The Client in particular agrees to indemnify the Company in full for any damage caused to the Company’s property by Delegates attending the Event and any theft of the Company’s property committed by such Delegates. 8.8 The Company reserves the right to deny access to the premises (other than for the purpose of collecting personal effects), to exclude from an Event and prevent from attending future Events any Delegate whose behaviour, in the reasonable opinion of the Company, is likely to cause disruption to the Event, personal harm to other Delegates, guests or the Company’s employees, or damage to property. 9. FORCE MAJEURE 9.1 The Company shall not be deemed to be in breach of the Contract or otherwise liable to the Client in any manner whatsoever for any failure or delay in performing its obligations under the Contract due to Force Majeure. 9.2 If the Company’s performance of its obligations under the Contract is affected by Force Majeure: 9.2.1 it shall give written notice to the Client, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable after becoming aware of the Force Majeure and will at all times use all reasonable endeavours to mitigate the severity of the Force Majeure; 9.2.2 the date for performance of such obligation shall be deemed suspended only for a period equal to the delay caused by such event; and 9.2.3 it shall not be entitled to payment from the Client in respect of extra costs and expenses incurred by virtue of the Force Majeure. 9.3 If the Force Majeure in question continues for more than 3 months, either party may give notice in writing to the other to terminate the Contract. The notice to terminate must specify the termination date, which must not be less than 10 Days after the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date. 10. GENERAL 10.1 Each right or remedy of the Company under any Contract is without prejudice to any other right or remedy of the Company under this or any other Contract. 10.2 If any condition or part of the Contract is found by any Court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from that Contract and shall be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this shall not affect any other provisions of the Contract which shall remain in full force and effect. 10.3 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy. 10.4 The Company may assign, licence or sub-contract all or any part of its rights or obligations under the Contract. 10.5 The Contract is personal to the Client who may not assign, licence or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written Consent. 10.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. 11. COMMUNICATION Any notice, demand or communication in connection with the Contract shall be in writing and may be delivered by pre-paid first class post, e-mail or facsimile, addressed to the recipient at its registered office or such other address or facsimile number as may be notified in writing from time to time. 12. JURISDICTION These Terms and Conditions shall be governed by English law. The English Courts shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with the Contract. The parties agree to submit to that jurisdiction. AUTHORISATION Signature Hotel Group LTD Signed………………………………… Name………………………………… Date……………………. Client. Signed…………………………………. Name………………………………… Date…………………….