HILTON SWINDON CONFERENCE AND EVENT AGREEMENT (UK SHORT FORM) DEFINITIONS USED IN THIS CONFERENCE AND EVENT AGREEMENT Client, You or you means the corporate entity responsible for commissioning and payment of the Event, as specified in the Event Agreement. Event means the booking using an area of the Hotel’s event and public space, guest rooms, facilities and F&B, specific details of which are set out in this Agreement and the Schedule of Event. Event Addendum means an addendum to the Schedule of Event, as agreed by Client and Hotel. Hotel, We, we or us means the entity who owns the hotel where the event will take place, as set out above. Planner or Meeting Planner means a meeting planner, travel agent or other agency who performs services that result in the Client booking business at the Hotel. Event Agreement means the Appendix to this agreement, setting out the details of the Event (as produced by your appropriate C&E sales system, e.g. GEM, Delphi, C&B Database) ALL RATES ARE QUOTED IN GBP (£) A - TOTAL NUMBER OF GUEST ROOM NIGHTS RESERVED Accommodation allocations, room types, rates and release dates (where appropriate) are set out in the Event Agreement. All guest room rates are quoted exclusive of breakfast and exclusive of appropriate national and local taxes unless stated otherwise in the Event Agreement. Please note that rates of tax are subject to change and you will be responsible for payment of taxes applicable at the time of your event (as well as any rate increases resulting from tax increases). B – ROOM HIRE & EVENT DETAILS This Event is based on the room hire schedule as applicable in your event agreement All food and beverage and meeting room rates are quoted inclusive of breakfast and inclusive of appropriate national and local taxes which unless stated otherwise in the Event Agreement. Please note that rates of tax are subject to change and you will be responsible for payment of taxes applicable at the time of your event (as well as any rate increases resulting form tax increases). The Client shall pay the Hotel for any food, beverages and other services not expressly set out in the Event Agreement but made available on request of the Client during the Event. C – DELEGATE PACKAGES All guest delegate packages are quoted inclusive of breakfast and inclusive of appropriate national and local taxes unless stated otherwise in the Event Agreement MEETING PLANNER BONUS POINTS The Planner or Client may be eligible to earn both HHonors Event Bonus points and airline miles with participating airline program partners for a qualifying event. Only one individual (as specified in the Event Agreement) will be eligible for this bonus program. Full details and rules regarding the program are available by visiting www.hilton.com. The Client and Planner agree to take full responsibility for determining whether disclosure of the meeting planner bonus is required and for making such disclosure if it is required. The Client and Planner further agree to reimburse the Hotel for any fees, costs, liabilities or expenses that the Hotel incurs should any person claim disclosure was insufficient. RESERVATION METHOD – APPLICABLE FOR GUEST ROOM ONLY All the guest rooms provided for in your room block will be reserved on a definite basis for you upon signing of this agreement. At least 7 days prior to your main arrival date (‘Arrival Date’), you shall provide to the Hotel either (1) a rooming list detailing names of guest for each guest room type and date of arrival and departure, or (2) individual reservations by means of a personalized online group (POG). If you fail to provide such rooming lists to the Hotel by such date you may continue to hold the guest rooms by making advanced payment in full of total anticipated revenue. If you fail to either provide such rooming lists or make advanced payment in full of total anticipated revenue by such date the Hotel will be entitled (but not obliged) to release all or any such unconfirmed rooms in its sole discretion. Rooms released in this way shall be covered by the Reduction in Numbers clause. Advance payments will be refunded by the Hotel after completion of your Event if rooms you paid for in advance were later paid for by your attendees. TERMS OF PAYMENT If the Client has agreed sufficient Credit facilities then no deposit or pre-payment is required and payment in full will be due 7 days after receipt of the bill. If no credit facilities are agreed and the Event is taking place within 30 days, full pre-payment is payable upon confirmation. If the event is taking place more than 30 days prior to Arrival, a deposit of 50% will be payable upon confirmation with the full balance payable 30 days prior to Arrival. The hotel may apply different payment terms as set out in the Event Agreement. You will pay the entire contract price in cash or by certified cheque at least 30 days prior to the date set out in the Event Agreement. If you prefer, all charges can be paid by credit card. The Hotel accepts American Express, Diners Club, Discover Card, JCB International, Master Card or Visa. If credit has not been approved for your function, you will provide us with the credit card to which all estimated master account charges will be charged no later than 14 days. Accounts 30 days past due will be charged interest at a rate of 4% above the Barclays base rate per month or the maximum rate allowable under applicable law or regulation (whichever is lower). ADDITIONAL SPEND On or before the Arrival Date, the Client will confirm to the Hotel in writing the names of those attendees who the Client considers to be authorised to sanction additional spend at the Event over and above the contracted amounts. COMMISSION (APPLICABLE TO AGENTS ONLY) The Hotel will only pay commission to those agencies who are certified members of IATA, TIDS or HBAA. Commission will be paid on all revenue rooms actually occupied and paid for by attendees that were reserved as part of the established Client block at the special Client rates contained in this agreement. Commission will be paid in a single payment to the travel agent/meeting planner as identified in the Event Agreement (“Planner”). Once an official agent has been designated, commission (in the amount set forth in the Event Agreement) will be paid to that agent unless the Hotel receives notice in writing before the commencement of the Event and signed by the Client and the previously designated Planner that the commission is to be paid to some other person or entity. Commission will be paid after receipt by the Hotel of full payment for the Event and of a valid commission invoice but the Hotel has no obligation to take any action to collect funds to be paid as commissions. The Client and Planner agree to take full responsibility for determining whether disclosure of the commission is required and for making such disclosure if it is required. The Client and Planner further agree to reimburse the Hotel for any fees, costs, liabilities or expenses that the Hotel incurs should any person claim disclosure was insufficient OUTSIDE FOOD AND BEVERAGE Client may not bring any food or drink into Hotel for use during the Event, unless agreed in writing, in advance with Hotel. CANCELLATION The rates offered by us are based in part upon the total gross revenue anticipated by us from your agreement. You guarantee that your event will provide minimum revenues (exclusive of tax and gratuity): Cancellation damages will be calculated as a percentage, based on the date of cancellation and the minimum number guarantees listed below. We will make reasonable efforts to re-let the cancelled Event and/or accommodation space. The cancelled Event and/or accommodation space will be classed as last let and therefore we will confirm definitive cancellation charges after the intended date of the Event. We shall reduce your cancellation damages by the profit of any alternative business we are able to secure on your behalf. All notices of cancellation must be received in writing from you and will take effect from the date of receipt by us. All charges will be based on guest numbers and rates in the Schedule of Event. All charges are ex-VAT. Cancellation charges will be a set out genuine pre-estimate of the Hotel’s profit loss, in line with MIA (Meeting Industry Association) guidelines, i.e. 90% of prebooked accommodation and room hire (“ARH”) and 65% of pre-booked “F&B”. Applicable Cancellation PeriodTotal Event Number of Total Guests 50 & less 51 to150 151 to 250 251 & more 366 or more days prior to Arrival N/A N/A N/A N/A 365-274 daysprior to Arrival N/A N/A N/A 90% ARH65% F&B 273-182 daysprior to Arrival N/A N/A 90% ARH65% F&B 90% ARH65% F&B 181-91 days prior to Arrival N/A 90% ARH65% F&B 90% ARH65% F&B 90% ARH65% F&B 90 or less days prior to Arrival 90% ARH65% F&B 90% ARH65% F&B 90% ARH65% F&B 90% ARH65% F&B Following confirmation of an Event, should ‘total guest numbers’ increase, so that a new applicable cancellation period becomes valid, then the new cancellation period will automatically supersede the previous. Should guest numbers decrease at any time following confirmation the original applicable cancellation period will still remain valid. PERFORMANCE/ REDUCTION IN NUMBERS If the event is held, but the Hotel does not realize the total revenue anticipated from your event, you agree to pay reasonable liquidated damage to the hotel for lack of performance. The damages owed will be the amount necessary for the Hotel to receive no less than minimum numbers and at the agreed rates set out in the event agreement. The ‘final number’ of guests attending must be notified at least 3 working days prior to the arrival date of the Event. OUTSIDE CONTRACTORS Should you elect to utilise outside contractors or sub-contractors on the Hotel premises during your Event, you must notify the Hotel of your intention to use such providers at least 10 calendar days in advance of your Event. All outside contractors must (1) adhere to the Hotel’s rules (including but not limited to health and safety regulations and rules) and (2) must sign a hold harmless, indemnification and insurance contract in the form currently in use at the Hotel for similar outside contractors and provide proof of insurance in amounts acceptable to the Hotel (amounts and types of insurance may be changed or increased in the Hotel’s sole discretion based on the type of services the outside contractor will be providing) before they will be allowed to provide services on the Hotel premises. The Hotel reserves the right, at its sole discretion, to require any outside contractor or sub-contractor to be removed from the Hotel. The Hotel reserves the right to charge additional fees based on your specific needs. RESPONSIBILITY AND INSURANCE The Client accepts liability for loss and/or damage caused by its employees and temporary workers, agents, contractors, sub-contractors, as well as by participants to the Event. The Client will obtain and keep in force the appropriate insurance, a certificate or proof of which may be requested by the Hotel. The Client may, at its option, purchase insurance to cover its decorations, special objects and other property. The Hotel has no insurance for and, to the fullest extent permitted by applicable law, the Hotel shall not be responsible for any damage to or loss of the Client’s property. The Client accepts the responsibility to insure the mentioned property and comply with all fire regulations; in case of doubt, the Hotel may request a certificate of compliance from the local fire authorities. If required, in our sole judgment, in order to maintain adequate security measures in light of the size and/or nature of your function, you will provide, at your expense, security personnel supplied by a reputable licensed guard or security agency doing business in the city or country in which we are located, which agency will be subject to our prior approval PROMOTIONAL CONSIDERATIONS We have the right to review and approve any advertisements or promotional materials in connection with your function that specifically reference any name or logo of the Hilton Family of Hotel brands. FORCE MAJEURE Neither party shall be responsible for failure to perform this agreement if circumstances beyond their control (including, but not limited to, acts of God, shortage of commodities or supplies to be furnished by the Hotel, or governmental authority) makes it illegal or impossible for the Hotel to hold the Event. GOVERNING LAW AND ARBITRATION This agreement is governed by and is to be construed in accordance with the laws of the jurisdiction where the Hotel is located. All disputes arising out of or in connection with this agreement shall be resolved by arbitration in the jurisdiction in which the Hotel is located under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The arbitration shall be conducted in English and this agreement will be governed by and interpreted pursuant to the laws of the jurisdiction in which the Hotel is located. COMPLIANCE WITH LAWS Company agrees to comply with all applicable federal, state and local laws, including health and safety codes and federal anti-terrorism laws and regulations. Company agrees to cooperate with Hotel and any relevant governmental authority to ensure compliance with such laws. Company represents, warrants and agrees that it is currently, and at the time of the event which is the subject of this contract will be, in compliance with all applicable local, state, federal regulations or laws, including but not limited to, all provisions of the Patriot Act and regulations or requests of the U.S. Department of Homeland Security and the Office of Foreign Assets Control in the U.S. Department of the Treasury. The Hotel may cancel this Agreement without any liability if in the Hotel’s sole, reasonable determination, Hotel believes that it is necessary to do so in order to comply with its obligations under applicable laws, rules or regulations. INDEMNIFICATION AND LIMIT OF LIABILITY The Client shall at all times be liable for, indemnify and hold harmless the Hotel (together with its employees, servants and agents) from and against any and all claims, liability, loss, damages, fines, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the Hotel arising out of or connected with your Event, except those caused by the sole negligence or wilful misconduct of the Hotel. Notwithstanding any other term of this agreement, the Hotel’s aggregate liability arising out of or related to this agreement, whether for breach of contract, warranty or undertaking or under any indemnity, in tort, for negligence or otherwise shall not at any time exceed the total fee for rooms and food and beverage as set out in this agreement. Nothing in this Agreement is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation. SUCCESSORS AND ASSIGNS The commitments made by the Client will be binding on its successors and assigns. In the event that the Client assigns, sells, conveys, pledges or otherwise disposes of all or substantially all of its assets (collectively referred to as "assignment"), by operation of law or otherwise, this agreement and the obligations herein must also be assigned to and assumed by the successor organisation, subject to approval by the Hotel. In the event such an assignment is contemplated, the Client agrees to notify the Hotel at least thirty days in advance of the planned close of the assignment transaction of the entities involved. The Hotel will thereafter have 20 calendar days in which to notify the Client if assignment is approved. MISCELLANEOUS The parties agree that for purposes of this agreement and any amendment or modification thereto, or for any other notice or communication between the parties, signatures sent or received by facsimile transmission will be considered as enforceable and valid as an original signature by the party signing. The effective date of communications between the parties will be determined as follows: (1)Communications sent by courier will be effective as of the date of receipt as evidenced by the courier company; (2) Communications sent by first class mail (or local equivalent), recorded delivery or registered post shall be effective as of at 9.30 am on the second clear day after the date of posting; (3) Communications sent via facsimile will be considered effective as of the date and time on the facsimile confirmation sheet retained by the sender. This agreement, with exhibits attached hereto (if any), upon signature by both parties below constitutes the entire agreement between the parties and may not be amended or changed unless done so in writing and signed by Hotel and Client. The undersigned expressly agree and warrant that they are authorised to sign and enter into this agreement on behalf of the party for which they sign. ACCEPTED AND AGREED TO: Client Name By: SignatureName: Title: Dated: Maple Hotels currently trading as Hilton Swindon By: SignatureName: Title: Dated: