CHILWORTH MANOR LIMITED CONDITIONS OF SALE – CONFERENCES AND ASSOCIATED EVENTS 1. Interpretation 1.1 In these Conditions the following words have the following meanings: "Cancellation" oral notification by the Client to the Company of the cancellation of an Event pursuant to Condition 5.4; “the Client" the person, firm or company who places an order with the Company for the holding of an Event; "the Company" Chilworth Manor Limited (a company registered in England under number 2328662) and whose registered office is at The Cottage, Chilworth Science Park, Chilworth, Southampton, SO16 7PT ; "Conditions" any contract between the Company and the Client for the holding of an Event; "Contract" any contract between the Company and the Client for the holding of an Event; "Event" the conference, training course or other event to be held by the Client at the Property; "Order Form" the order form attached to these Conditions; "Partial Cancellation" oral notification by the Client to the Company pursuant to Condition 5.4 of a reduction in the number of delegates attending the Event of 10% or more of the number of delegates stated on the Order Form; "Price" the price (excluding any deposit or pre-payment) for the holding of the Event; "Property" the hotel and grounds at Chilworth Manor, Chilworth, Southampton, SO16 7PT. 1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted, or replaced. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation. 2. Application of Terms 2.1 Subject to any variation under Condition 2.2 a Contract will be on these Conditions to the exclusion of all other terms and conditions. 2.2 No variation to these Conditions shall have effect unless expressly agreed in writing and signed by a Director of the Company. 2.3 The Client must ensure that the terms of its order and any information and representations made to the Company about the Event are complete and accurate. 2.4 The Client shall be solely responsible for any errors in or omissions from any specifications, information or other items provided by it. The Company will not be obliged to verify whether or not any such specifications, information or other items are correct or sufficient. 3. Charges and Payment 3.1 Save where expressly indicated otherwise, the Price and any deposit are exclusive of VAT and any other tax or duty payable by the Client, which will be due at the rate applicable on the date of the Company's invoice. 3.2 Should a deposit or pre-payment be required for the Event, this will be specified on, and payable by the Client to the Company in accordance with the terms of the Order Form. 3.3 The Company may invoice the Client for the Price on or at any time after the due date for the holding of the Event. 3.4 The Client must make payment of the Price to the Company within 30 days of the date of the invoice. Time for payment of the Price and, if applicable, a deposit or pre-payment, shall be of the essence. 3.5 Without limiting any other right or remedy available to the Company, if the Client fails to pay the Price or any deposit or pre-payment, by the due date, the Client will pay interest on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at a rate of 2% per annum over the base rate from time to time of National Westminster Bank Plc, and will reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount. 4. Confirmation by the Client 4.1 No Contract will come into existence until the Order Form is:- 4.1.1 signed by both the Client and the Company; and 4.1.2 returned by the Client to the Company in accordance with Condition 4.2. 4.2 The Client must return the completed Order Form, signed for and on behalf of both the Client and the Company, to the Company within five working days following the receipt of the Order Form by the Client or such other time as the Company may specify. If the Company does not receive the completed Order Form within this time period, the provisional booking will lapse and the Company shall be under no further obligation to the Client. 4.3 The Client must confirm final timings, menus and any special requests to the Company at least 7 days prior to the Event or such earlier time as the Company may specify. 4.4 The Client must confirm the final number of delegates to the Company in writing at least 48 hours prior to the Event. 5. Amendments or Cancellations by the Client 5.1 The Company will make no charge for any reduction in the number of delegates attending the Event of less than 10% of the number stated on the Order Form, provided notice of this reduction is received in writing by the Company at least 48 hours prior to the Event. If notice of this reduction is not so received, the Client will not be entitled to any reduction in the Price in respect of any delegates not attending the Event. 5.2 If the Client makes a Cancellation or a Partial Cancellation, the Company will seek to re-sell the facilities and services not required. In the event that any of these facilities and services cannot be re-sold by the Company to its satisfaction, the Company shall charge the Client the sum of 90% of the Contract value of the cancelled accommodation and room hire charges payable to the Company and 70% of the Contract value of the cancelled food and beverage charges, being the Company's loss of profit. 5.3 The Client must advise the Company of any Cancellation or Partial Cancellation verbally, immediately upon the Client becoming aware of the circumstances giving rise to the Cancellation or Partial Cancellation. The Company will then give the Client a cancellation reference number, following receipt of which, the Client must as soon as reasonably practicable provide full details in writing to the Company of the Cancellation or Partial Cancellation. 5.4 The Company shall confirm the cancellation charges payable by the Client pursuant to Condition 5.2 as soon as reasonably practicable after the intended date of the Event. 5.5 Should the Client wish to make, in the reasonable opinion of the Company, significant changes to the nature of the Event or increase the number of delegates attending the Event, such changes must be agreed with the Company prior to the Event, and may result in amendments in the Price and/or facilities offered by the Company. 6. Amendments or Cancellation by the Company 6.1 Should the Company, for reasons beyond its control, need to make any amendments to the Client's booking, the Company reserves the right to offer an alternative choice of facilities. 6.2 This Condition 6.2 applies if:- 6.2.1 the Client fails to make any payment when due or commits any other breach of a Contract; or 6.2.2 the Client makes any arrangements with its creditors or becomes subject to an administration order or (being a firm) becomes bankrupt or (being a company) goes into liquidation; or 6.2.3 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Client; or 6.2.4 the Client ceases, or threatens to cease, to carry on business; or 6.2.5 the Company reasonably considers that any of the events listed in Conditions 6.2.2 to 6.2.4 inclusive is about to occur in relation to the Client and notifies the Client accordingly. 6.3 If Condition 6.2 applies, the Company may in its absolute discretion, suspend and/or terminate the Contract, without liability on its part for breach of the Contract. 7. Arrival and Departure 7.1 The bedroom accommodation is available from 2 p.m. on the day of arrival, and must be vacated by 10 a.m. on the day of departure, unless the Client agrees alternative arrangements with the Company. 7.2 The meeting rooms are available for the times specified on the Order Form. Should any extension or alteration of these times be sought by the Client, the Company reserves the right to increase the Price accordingly. 8. Insurance 8.1 The Client shall, if requested by the Company, take out and maintain insurance in respect of the Event, with an insurance company satisfactory to the Company, upon terms which are satisfactory to the Company and sufficient to cover any liabilities which may arise as a result of the Event. The Client shall upon request produce to the Company a copy of such insurance policy, and a receipt for the payment of all applicable premiums. 9. General 9.1 The Company reserves the right at its sole discretion to refuse to allow any entertainment, services or activities not arranged by the Company to take place at the Event. 9.2 Should any of the Client's delegates engage in any behaviour or activity unacceptable to the Company, the Company reserves the right to immediately:- 9.2.1 terminate the Contract; 9.2.2 bring the Event to an end; 9.2.3 require the removal of any or all of the delegates from the Property without liability to the client for breach of contract. 9.3 The Client agrees to indemnify the Company against any damages, losses, costs, claims or expenses incurred by the Company as a result of any breach of the Contract by the Client, to include, without limitation, any damage to the Property and its contents caused by the Client or any of its delegates. 9.4 The Property's name and/or logo may only be used by the Client in relation to the Event, with the prior written approval of the Company. No other right or licence is granted under the Contract to the Client in relation to any intellectual property rights of the Company. 9.5 The Client warrants to the Company that it will take such measures and give the Company such assistance, as is necessary to enable the Company to comply with all applicable laws and regulations, including, without limitation, all licensing regulations. 10. Assignment 10.1 The Client shall not be entitled to assign the Contract or any part of it. 10.2 The Company may assign the Contract or any part of it to any person, firm or company. 11. Force Majeure 11.1 The Company reserves the right to defer the date of the Event or to cancel the Contract without liability to the Client for breach of contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, fire, explosion, flood, strikes or other labour disputes. 12. Contract Provisions 12.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or otherwise. 12.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 12.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. 12.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Client will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. 12.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. 12.6 A person, firm or company who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 13. Notices 13.1 Any notice required or permitted to be given by either party to the other about the Contract must be in writing and served by personal delivery, fax or prepaid first class post on the other party at its registered office or principal place of business for time being. 13.2 Any notice given pursuant to Condition 13.1 shall be deemed to be effectively served: 13.2.1 in the case of service by first class post 48 hours after it has been placed in the post; 13.2.2 in the case of service by fax on a working day by 4.00 p.m. at the time of transmission and otherwise on the next working day; 13.2.2 in the case of service by personal delivery, at the time of delivery.