EVENTS AGREEMENT (Standard Terms & Conditions) 1 Contract 1.1 These terms and conditions, together with the Event Schedule and any other specific or special terms agreed in writing (together 'this Agreement') between Celtic Manor Resort ('the Resort' or 'we') and the customer named in the Event Schedule ('Customer' or 'you', which term shall where the context admits in this Agreement include any person on whose behalf the Event is booked and 'your' shall be construed accordingly), apply to the booking of the Event at the Resort and the reservation and use by the Customer of any of the Resort's property or facilities. 1.2 All bookings are provisional and no contract is formed unless and until the Event Schedule is completed and signed by or on behalf of both the Resort and the Customer. 1.3 References to the Event Schedule mean the reservation agreed in writing between the Resort and the Customer as detailed in the Schedule part of this Agreement and 'the Event' means the event detailed in the Event Schedule. 1.4 References in this Agreement to the 'contract value' mean the price payable by the Customer to the Resort for the accommodation, catering or other facilities and/or amenities included in the Event reservation as detailed in the Event Schedule or the relevant part thereof (as the case may be). 1.5 Where this Agreement for the Event is made and signed by the Customer for and on behalf of or for the benefit of a third party, details of the third party shall be completed in the Schedule and references in the Agreement to the Customer shall, where the context admits, be deemed to include such third party. 1.6 Any reference in this Agreement to the Customer as regards its use of the Resort or its conduct (including any act, omission or neglect) whilst at the Resort or its property shall include any sub-contractor, agent, employee or delegate of the Customer and any guest staying at the Resort or using the Resort's facilities in connection with the Event. 1.7 The Resort's house rules from time to time apply to any reservation made at the Resort in connection with the Event save as the same are expressly excluded or varied herein or in the Event Schedule. 1.8 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby. 1.9 We reserve the right to release these facilities if the Agreement and deposit are not received by the date stated in the covering letter. If other definite enquiries are forthcoming, we may contact you for earlier confirmation 2 Function Details 2.1 Function details and charges are set out in the Event Schedule. The size of function space allocated is dependent on the bedroom accommodation reserved and the number of attendees as set out in the Event Schedule. In the case of a reduction the Resort reserves the right to make reasonable and appropriate changes to the function space allocated. The Resort shall promptly notify the Customer of all such changes. 2.2 Subject to paragraph 2.3,in the event that there is any reduction in the contract numbers and/or value from those set out in the Event Schedule by reason of any reduction in the number of delegates at and/or the number of days of, and/or the value of pre-booked food and beverage, bedrooms, golf, spa and other facilities or activities comprised in, the Event and not less than twenty one days' notice of such reduction is given by the Customer to the Resort, the following concessions shall be granted by the Resort:- (a) Catering: for reduction of up to ten per cent (10%) of contract value for food and beverages, no charge for the catering no longer required. Remainder chargeable at full contract value. (b) Accommodation: for reduction of up to ten per cent (10%) of contract value for accommodation, charges for accommodation no longer required will be abated to (but charged at) the conference bed and breakfast rate only. Remainder chargeable at full contract value. For the avoidance of doubt, subject to paragraph 2.3, in the event of any such reduction there shall be no abatement of the charges for other facilities/amenities (which shall be charged at the contract value in full), nor, if less than twenty one (21) days' (including no) notice of any such reduction is given by the Customer to the Resort, shall there be any abatement of the charges for catering or accommodation. 2.3 In the event and to the extent that the Resort is able to and does re-let the bedroom and/or function room accommodation or pre-booked food and beverages the subject of any such reduction the charges will be further abated by an amount up to (but not greater than) the amount received by the Resort on such re-letting including the value of related and pre-booked food and beverage charges. Re-letting of bedroom and/or function room accommodation and/or pre-booked food and beverages shall only occur if and when the Resort has no other capacity available to accommodate any new reservation or booking request. 2.4 Notice of any reduction must be made in writing by the Customer to the Resort and no action will be taken by the Resort until such notice is received by it 2.5 All special dietary requirements should be notified to the Resort at least seven days prior to the Event. No charge in addition to the cost of the original meals selection will be incurred for these meals provided they do not exceed the cost of the meals originally selected. When notification is given less than seven days but at least one day prior to the Event, an additional charge equal to sixty per cent (60%) of the menu price of the original selection or new meal requirement (whichever is the higher) will be levied. 2.6 In the event of extra vegetarian or special diet meals being requested on the day of the Event, such meals as are provided will be charged in full in addition to the meals originally selected. 3 Cancellations 3.1 In the event that (otherwise than in circumstances in which the Customer is entitled to terminate this Agreement by reason of any breach of this Agreement by the Resort) the Customer cancels the Event in whole or in part, the following cancellation charges shall apply :- (a) over twelve months before the scheduled date of the Event – ten per cent (10%) of the contract value; (a) between six and twelve months before the scheduled date of the Event – twenty five per cent (25%) of the contract value; (b) between six and three months before the scheduled date of the Event – fifty per cent (50%) of the contract value; (c) less than three months before the scheduled date of the Event – one hundred per cent (100%) of the contract value PROVIDED that in the event and to the extent that the Resort is able to and does re-let the bedroom and/or function room accommodation the subject of such cancellation, the cancellation charges shall be reduced by an amount up to (but not greater than) the amount received by the Resort on such re-letting including the value of related and pre-booked food and beverage charges. Re-letting of bedroom and/or function room accommodation and/or pre-booked food and beverages shall only occur if and when the Resort has no other capacity available to accommodate any new reservation or booking request. Notice of cancellation must be made in writing by the Customer to the Resort and no action will be taken by the Resort until such notice is received by it. 3.2 In addition to the above cancellation charges, the Customer agrees to indemnify the Resort against and reimburse the Resort on demand for all and any costs and charges incurred or payable by the Resort to third parties for goods and/or services provided or agreed to be provided by them at the request or agreement of the Customer relating directly to the scheduled Event. 4 Deposits and Payments 4.1 The Customer shall pay the deposit(s) and any other payment(s) specified in the Event Schedule by the due date(s) for payment specified in the Event Schedule or, if later, within thirty (30) days of receipt (or deemed receipt) of the Resort's invoice for the same. 4.2 If payment of any sum due from the Customer to the Resort under this Agreement is not paid to the Resort by the due date for payment the Resort (without prejudice to any other right that it may have under this Agreement) reserves the right to charge interest at the rate of three per cent (3%) above the base lending rate of Barclays Bank Plc from time to time on such sum, accruing on a daily basis, from the due date for payment until payment is made, whether before or after any judgment. The Resort reserves the right to re-check the credit status of the Customer at any time before the scheduled date of the Event and reserves the right to increase the amount of any deposit or pre-payment required if in the Resort's assessment there is a material adverse change in the Customer's financial position. 4.3 The Resort may at any time increase its charges payable by the Customer for the Event to pass on to the Customer any increase in the rate of value added tax or similar tax or duty for which the Resort is liable and which arises by virtue of this Agreement. 4.4 The Customer agrees to pay the Resort on demand for any food, beverages or other service not provided for in this Agreement but made available upon request of the Customer at any time during the Event. 4.5 Payment is to be made by cash, cheque, bankers draft or such credit cards as are recognised and accepted by the Resort and to limits determined by the Resort from time to time. Payment is to be made in pounds sterling. 5 Facility Changes and Force Majeure 5.1 The Resort reserves the right to make such reasonable and suitable amendments to the booking and reservation of the Customer as the Resort determines to be necessary as a result of any matter beyond its reasonable control. 5.2 In the event that the Resort is unable to fulfil any booking (in whole or in part) by reason of any matter beyond its reasonable control (including, for the avoidance of doubt but without limitation, a failure to supply the Resort with gas, electricity, water or other essential services) the Resort may offer the Customer an alternative date for the Event (or completion of the Event) booked by the Customer. If such alternative date is offered and accepted by the Customer, the Customer shall be liable to pay all sums due under this Agreement and shall not be entitled to compensation or other payment from the Resort. If no alternative date is agreed between the Resort and the Customer, the Resort may cancel the booking and reimburse to the Customer any deposit(s) paid by the Customer to the Resort (in the event that the Event did not commence) or terminate the Event (if it did commence) without further liability of the Resort to the Customer but without prejudice to the Resort's right to payment from the Customer of any monies due and owing by the Customer to the Resort in respect of any benefit, goods or services provided by the Resort to the Customer prior to the date of cancellation or termination. In the event that a barbecue Event is relocated, by reason of inclement weather or otherwise and whether at the request of the Customer or because the Resort determines that such relocation is necessary, from an outside area to an inside area within the Resort, the fees charged for the reservation of the outside area are not refundable in whole or in part. 6 Damage 6.1 The Customer shall be responsible for any damage caused to the Resort's property or any part of it (including without limitation furnishings or equipment) as a result of any act or neglect of the Customer. The Customer shall pay the Resort on demand the amount reasonably required to make good or remedy any such damage. 6.2 No items are to be affixed to the walls, floors and ceilings of any part of the Resort without the Resort's prior consent. 7 Property left on the Resort’s Premises 7.1 Following the completion of the Event the Customer shall be responsible for the collection and removal of all its goods from the Resort. If such goods are not collected and removed within 14 days (or as otherwise agreed) from completion of the Event, the Resort shall be entitled to despatch the same to the Customer to the Customer's address set out in the Event Schedule at the Customer's cost and expense and if the Customer fails to take delivery of the same the Resort shall be entitled to dispose of such goods without liability to the Customer. Without prejudice to the foregoing, in the event that the Resort incurs costs as a result of the failure of the Customer to remove, collect or take delivery of such goods the Customer shall immediately on demand from the Resort reimburse the Resort in full in respect of those costs. 7.2 If the Resort agrees to provide storage facilities for the Customer's property the Resort shall take reasonable care of such property. If the Resort fails to take reasonable care of such property the Resort's liability shall be limited to £500 for any one item of property and £3,000 in aggregate. The Customer will indemnify the Resort against any claim for loss of or damage to such property in so far as it exceeds these limits. 7.3 If the Resort has not agreed to provide storage facilities for the Customer's property (or property of the Customer's agents or contractors), any such property left at the Resort shall be left entirely at the Customer's own risk and the Resort shall have no liability to the Customer for any loss of or damage to such property. 7.4 If the Resort has not agreed to provide storage facilities for items required by the Customer or Customer’s contractors, then any such items including flight cases and props must be stored within the main conference room or off site on transport. Under no circumstances may such items be stored in the fire corridor running parallel to the Caernarfon Suite. The customer agrees that any such items remaining in this area at the start of an event may be removed by the Resort and stored off-site at the Customer's cost. The Resort shall have no liability to the Customer for any loss or damage to such property either whilst at the Resort or at, or in transit to, any off-site storage. 8 Outside Services 8.1 Prior consent of the Resort must be received (which consent the Resort may in its absolute discretion withhold or refuse) for any outside entertainment or services arranged by the Customer. 8.2 If the Customer employs the services of an outside contractor/entertainer the Customer shall be responsible for and indemnify the Resort against all claims, demands, losses, damages or costs sustained by the Resort in respect of any loss of or damage to property or death or illness of or injury to any person as a result of any act or omission of such contractor or entertainer except to the extent that the same arise from the negligence of the Resort. 9 Signage - Includes Resort Buildings and Grounds 9.1 Signage is to be displayed within the Resort on the designated 'bus stop' boards only. Permission must be granted via your Event Manager before these boards are used and all signage should be of the correct size to fit these boards. Flags may be erected by request of your Event Manger only. 9.2 Signage displayed in any other area within the Resort is prohibited. Unauthorised signage displayed anywhere within the Resort will be removed and destroyed immediately, without recompense. 10 Food & Beverage No wines, spirits, food or beverages, may be brought into the Resort or any part of the Resort's property by the Customer for consumption on the premises. 11 Etiquette 11.1 The Resort reserves the right to determine acceptable levels of noise and standards of behaviour and attire of the Customer and the Customer shall observe and adhere to the Resort's rules and regulations from time to time. In the event of the Customer failing to so adhere or comply, the Resort reserves the right to terminate this Agreement and the Event without liability to the Customer for any refund or compensation. 11.2 In the event of serious or repeated misconduct of any person attending the Event the Resort reserves the right to compel such person to vacate the Resort. 11.3 Firearms and other weapons, authentic, replica or imitation are not permitted in the Resort or on any part of the Resort's property, the only exception to such prohibition being the use of firearms for the purpose of pre-organised and professionally supervised outdoor events eg, clay, skeet or laser shooting. Such activities require the prior written approval of the Resort (which approval may be withheld or refused by the Resort in its absolute discretion) and reported to Resort security upon arrival. In the event that the Customer is providing firearms for such an event then such firearms must be handed over to Resort security on arrival. The Customer may not in any circumstances store firearms anywhere on the Resort. 12 Licensing and Statutory Controls The Resort and the parties, functions, conferences and events it hosts are subject to statutory controls including those relating to fire, licensing and entertainment and must be strictly observed by the Customer. 13 Liability 13.1 The Resort's liability to the Customer for death or injury resulting from the negligence of the Resort or any person for whose acts the Resort is vicariously liable shall not be limited. 13.2 Subject to the limits set out in paragraph 13.3 below the Resort shall accept liability to the Customer in respect of loss of or damage to the tangible property of the Customer resulting from the negligence of the Resort or its employees, agents or sub-contractors. 13.3 Subject to the provisions of paragraph 13.1 above, the Resort's entire liability in respect of any breach of its contractual obligations arising under this Agreement or any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement ("Event of Default") shall be in damages and limited to an amount equal to:- (a) £500 for any one item of property and £3,000 in aggregate in the case of an Event of Default falling within paragraph 13.2 above; and (b) in the case of any other Event of Default the aggregate charges payable by the Customer to the Resort for the Event under this Agreement. 13.4 The Resort shall not be liable to the Customer in respect of any breach of this Agreement for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Resort had been advised of the possibility of the Customer incurring the same. 13.5 No liability shall be accepted by the Resort for any failure to perform this Agreement as a result of any matter or circumstances beyond the Resort’s reasonable control. 13.6 Except in the case of any liability referred to in paragraph 13.1 above, the Resort shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have given the Resort notice of a claim in respect of the same within sixty (60) days after the later of (i) the Event of Default and (ii) the date it became aware or (if earlier) the date it ought reasonably to have become aware of the circumstances giving rise to the Event of Default. 13.7 The Resort shall have no liability to the Customer for any failure to perform this Agreement as a result of any act, neglect or default of the Customer. 14 Termination 14.1 The Customer shall be deemed to have repudiated this Agreement and the Resort may at any time thereafter serve notice accepting that repudiation and terminating this Agreement (without prejudice to any claims and other remedies available to it under this Agreement or otherwise) if:- (a) the Customer fails punctually to pay on their due date any sums due under this Agreement or is in material breach of any of its other terms; or (b) the Customer (being an individual) (or where there is more than one Customer any of them) is the subject of an interim order or has a statutory demand made upon him under the Insolvency Act 1986 (or any statutory re-enactment thereof) or has a bankruptcy petition presented in respect of him; or (c) the Customer (being a company) shall have a receiver, administrative receiver, or administrator appointed, or shall enter compulsory or voluntary liquidation; or (d) the Customer shall do anything or omit to do anything which in the opinion of the Resort may damage the reputation or goodwill of the Resort. 14.2 In the event of termination by the Resort pursuant to paragraph 14.1 above, the Resort shall have no liability to refund to the Customer any deposit or other payment in advance paid by the Customer to the Resort pursuant to this Agreement. 15 Entire Agreement This Agreement supersedes any previous agreement between the parties in relation to the matter with which it deals, represents the entire understanding between the parties in relation to its subject matter and notwithstanding any purported stipulation by the Customer to the contrary shall prevail over all terms and conditions implied by trade custom, practice or course of dealing insofar as such terms and conditions are inconsistent with or additional to the terms of this Agreement. The Customer confirms that it has not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. 16 Communications 16.1 Any notice or other communication to be served on either of the parties by the other shall be sent by pre-paid first class post to the last known address of the relevant party, or by fax transmission to the fax number of the relevant party or e-mail and shall be deemed to have been received after 72 hours of posting or 1 hour after despatch if sent by fax or by e-mail to the correct fax number or e-mail address. 16.2 Each of the parties shall give notice to the other in accordance with paragraph 16.1 of any change of address, telephone or fax number or e-mail address of that party. 17 Time of the Essence Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this Agreement or subsequently substituted as a time, date or period by agreement in writing between the parties. 18 Assignment 18.1 This Agreement is entered into by the Resort for the benefit of its successors in title and assigns. 18.2 This Agreement is personal to the Customer who shall not be entitled to assign it or sub-contract any of its rights or obligations to any other person without the express prior written consent of the Resort. 19 Variation No variation to this Agreement shall be implied by any indulgence shown to the Customer or (as the case may be) the Resort under this Agreement or any other contract or course of dealing between the Resort and the Customer and no alteration, exclusion or waiver of any of these terms and conditions shall be effective or binding unless made in writing by a duly authorised representative of the Resort and the Customer. 20 Waiver No failure to exercise nor any delay in exercising on the part of the Resort or (as the case may be) the Customer any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. 21 Headings The headings in this Agreement are inserted for convenience only and do not affect its construction. 22 Third Party Rights A person who is not a party to this Agreement has no rights (and the parties hereby exclude any such rights) under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any third party right or remedy that exists or is available apart from that Act. 23 Jurisdiction This Agreement shall be construed in accordance with the laws of England and Wales and the Customer shall submit to the non-exclusive jurisdiction of the English and Welsh Courts.