1. This Contract is made between the Client and Vue and is comprised of:
   1. the hire details set out below (Hire Details);
   2. the Vue Entertainment Limited – Standard Terms and Conditions of Business attached (Conditions); and
   3. the Guest Admissions Policy; available at http://www.myvue.com/legal (as amended from time to time) (Policies).
   In the event there is any inconsistency between them the Hire Details shall have priority over the Conditions and the Policies. Any personal data provided by the Client to Vue shall be handled in accordance with Vue’s privacy policy (https://www.myvue.com/legal/terms-and-conditions#privacy-policy).
2. Definitions
   1. In these terms and conditions (the “Conditions”):
   1. Client means the client specified in the Hire Details to whom the Goods and/ or Services are to be provided;
   2. Contract means the contract between Vue and the Client consisting of the Hire Details and incorporating these Conditions and the Policies;
   3. Event means the event for which the Client is hiring the Venue as specifically described in the Hire Details;
   4. Facilities means the auditoriums and other such areas of the applicable Venue and the equipment belonging to Vue as set out in the Hire Details to be hired by the Client for the Event;
   5. Goods means the goods (if any) to be provided by Vue to the Client as set out in the Hire Details;
   6. Hire Details means the written specification for the provision of the Goods and/or Services by Vue to the Client as attached to these Conditions;
   7. Hire Period means the period for which the Facilities are to be hired as set out in the Hire Details;
   8. Policies means Vue’s Guest Admissions Policy available at http://www.myvue.com/legal (as amended from time to time);
   9. Restrictions means any measures or restrictions which may be imposed by any government medical or health authority and/or which may be independently implemented by Vue from time to time including in connection with any Viral Outbreak which might include venue closures social distancing measures hygiene requirements and any other measures or restrictions;
   10. Services means the services to be provided by Vue to the Client as set out in the Hire Details;
   11. Viral Outbreak means any epidemic and/or pandemic (including the Covid-19 outbreak);
   12. Vue means Vue Entertainment Limited a company registered in England & Wales (Company Number: 04699504) of 10 Chiswick Park 566 Chiswick High Road London W4 5XS; and
   13. Vue Group means Vue its subsidiaries and holding companies and the subsidiaries of such holding companies from time to time (as such terms are defined in section 1159 Companies Act 2006).
3. Reference to any ‘clause’ is a reference to a clause in these Conditions unless the reference specifically refers to a clause in the Hire Details.
4. The headings in the Hire Details and in the Conditions are for convenience and reference only and shall in no way effect the construction or interpretation of the Hire Details and of these Conditions.
5. In the Hire Details and in these Conditions:
   1. the singular includes the plural and vice versa and reference to the feminine includes the masculine and vice versa;
   2. any reference to a statute or statutory provision includes references to the same as from time to time re-enacted amended or modified unless otherwise stated;
   3. any words following the terms ‘including’ ‘include’ ‘in particular’ ‘for example’ or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; and
   4. words and expressions defined in the Hire Details shall have the same meaning as in these Conditions.

General Conditions

6. This Contract is complete and exhaustive and shall be in substitution for any oral or other arrangements made between Vue and the Client. No other terms and conditions shall apply.
7. By accepting the Hire Details the Client is deemed to have accepted these Conditions and the Policies in their entirety. No addition or amendment to the Conditions exclusion of any of the Conditions or substitution of any of the Conditions by any other terms of the Client will be accepted by Vue unless such addition amendment exclusion or substitution has been expressly agreed by Vue in writing.
8. The Client shall have a right to enter and use the Facilities as a licensee only and no relationship of landlord and tenant is created by this Contract.
9. Vue retains control possession and management of the Facilities and the Client has no right to exclude Vue from the Facilities.
10. Vue reserves the absolute right to:
    1. enter the Facilities at all times during the Hire Period including to supply the Services; and
    2. to refuse anyone admission to the Facilities without or for any reason whatsoever.

Use of the Venue

11. The Facilities shall be used by the Client for the purposes of the Event only.
12. The Client shall be responsible for the conduct of its staff and all Event attendees and guests (Client Personnel) throughout the Event and shall provide suitable supervisory staff where appropriate.
13. In the event of any emergency all Client Personnel shall comply with any instruction issued by Vue and shall immediately evacuate if so requested.
14. The Client shall:
    1. at the time of signing the Hire Details provide Vue with the numbers due to attend the Event and immediately notify Vue of any subsequent changes to such numbers following that date;
    2. if required by Vue ensure that all Client Personnel have appropriate security passes as means of entry;
    3. keep all gangways passages staircases doorways and emergency exits free from any obstruction during the Hire Period and shall immediately comply with any instructions given by Vue;
    4. ensure that at all times during the Hire Period all Client Personnel do not access areas of the Vue site not included in the Facilities save at the direction of Vue personnel;
    5. ensure that all Client Personnel comply at all times with all health and safety requirements and Restrictions which may be required by law or are otherwise communicated to it by Vue; and
    6. completely clear the Facilities (including all guests equipment and display items) by the time specified in the Hire Details or as otherwise agreed by Vue in advance in writing. In the event of any delay the Client will be liable to a charge of £500 (five hundred pounds) (excluding VAT) per each additional 30 (thirty) minutes (or part thereof) beyond the end of the Hire Period.
15. The Client shall not:
    1. do or permit to be done anything in the Facilities which is illegal or which may be or become a nuisance (whether actionable or not) annoyance inconvenience or disturbance to Vue or to any other customers or clients of Vue;
    2. cause or permit to be caused any damage to the Facilities including any furnishings equipment or fixtures;
    3. use any flash photography filming video or sound recording without the prior written approval of Vue and shall ensure all Client Personnel comply with this clause;
    4. fix anything to the walls floors or ceilings of the Facilities without the prior written approval of Vue;
    5. display any posters directional signs or other material in the Facilities without the prior written approval of Vue;
    6. use any logo trademark name or other such design owned or associated with the Vue Group without the prior written consent of Vue;
    7. use any logo trademark name or other such design owned or associated with any the Vue Groups’ distributors or other commercial partners; and
    8. (unless agreed by Vue in advance in writing) allow any food or beverages to be brought into the Facilities and only food and beverage supplied by Vue and described in the Hire Details shall be consumed at the Facilities.

Obligations of Vue

16. Vue shall during the Hire Period:
    1. permit the Client to enter and use the Facilities for the Event in accordance with the Contract;
    2. maintain in respect of the Facilities all necessary licences and permissions to enable the Event to take place;
    3. keep the Facilities reasonably clean and in good working order;
    4. so far as it is able maintain all usual supplies of electricity water and gas to the Facilities save that Vue shall not be liable for any failure of supply outside its control; and
    5. not without the written consent of the Client (such consent not to be unreasonably withheld or delayed) permit any part of the Event to be filmed or video recorded for any purpose of broadcast by television of radio.

Fees and Payment

17. Vue agrees to provide the Goods and/or Services (as applicable) in return for the fees and costs set out in the Hire Details. All sums referred to in the Hire Details shall be exclusive of VAT and any other duty or tax which will (if and to the extent applicable) be payable by the Client.
18. The Client agrees to pay the Total Cost (as set out in the Hire Details) at the time of signing the Hire Details. Vue shall invoice the Client accordingly and payment shall be due immediately. Vue will not confirm an event until payment for all fees and costs has cleared in Vue’s bank account.
19. All fees and costs payable by the Client will be invoiced by Vue and paid in pounds sterling unless alternative arrangements have been agreed by Vue in advance in writing. Invoices levied in any other currency will be converted at a premium to the prevailing Bank of England exchange rate.
20. The Client may not set off counterclaim or deduct (save in respect of tax) any amounts due to Vue against any sums which may be owed by Vue to the Client.
21. The parties acknowledge that the Client may request in writing additional Goods and or Services (Additional Items) for the Event and Vue may elect to supply the same in its absolute discretion. Vue shall invoice the Client for such Additional Items immediately following the Event and payment shall be due immediately.
22. If the Client cancels or amends any Event booking or instruction at any time the Client will:
    1. reimburse Vue for all costs expenses charges and losses incurred by Vue as a result of such cancellation or amendment including without limitation any costs expenses or charges arising from the cancellation or amendment of any contract(s) Vue has entered into and/or instruction(s) Vue has given to third parties for the purpose of providing the Goods and/or Services (as applicable) to the Client including without limitation any fees paid or payable by Vue in connection with the hire of audiovisual or other equipment; and
    2. the cancellation charges set out in the Hire Details shall apply in the event that the Client cancels the Event. The Event shall only be deemed cancelled upon receipt of written notification of such from the Client.
23. If the Client is overdue with any payment due to Vue then without prejudice to any other rights or remedies available to Vue:
    1. the Client will be liable to pay interest on the overdue amount from the due date until payment whether before or after judgment and interest under this clause shall accrue each day at 4% (four percent) above the National Westminster Bank Plc base rate (but at 4% a year for any period when that base rate is below 0%);
    2. Vue reserves the right to recover costs and fees (including legal fees on an indemnity basis) incurred through seeking to recover the overdue amount and interest; and
    3. Vue reserves the right to immediately suspend or refrain from providing the Goods and/or Services (as applicable) without incurring any liability to the Client or any other party.

Intellectual Property Rights

18. Vue shall retain the copyright and all other intellectual property rights in and to any and all information and materials provided or made available by or on behalf of Vue to the Client as part of the provision of Goods and/or Services (as applicable) (Vue Material). The Client shall not obtain any right title or interest in respect of the Vue Material except as expressly agreed by Vue in writing.

Confidentiality

19. Subject to clause 7.2 7.3 and 7.4 each party undertakes that it shall not at any time disclose any information in whatever form which is marked as or is by its nature could reasonably be considered confidential and is received or obtained from or on behalf of a party course of their dealings relating to the Contract (and whether before or after the date of the Contract) excluding:
    1. information which is in the public domain other than as a result of a breach of the Contract or any separate confidentiality undertaking;
    2. information which was received free of any obligation of confidence from a third party which itself was not under any obligation of confidence in relation to that information; and
    3. any information which a party is required to disclose to any regulator or law enforcement agency by law regulation or similar authority (Confidential Information).
20. A party shall only use Confidential Information of or relating to the other party in connection with and to the extent necessary for the purposes of the Contract.
21. Each party may disclose the other party's confidential information to its employees officers representatives subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees officers representatives subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 7.
22. Vue shall be entitled to refer to the Client and in outline to the Goods and/or Services provided by Vue to the Client (as applicable) for the purpose of publicising and describing Vue and its business.

Termination AND Suspension

20. Either party may terminate the Contract with immediate effect by serving written notice on the other if:
    1. the other party is in breach of any of its material obligations under the Contract and fails to remedy such breach (if capable of remedy) within 10 (ten) days of written request; or
    2. the other shall become insolvent or if a receiver or administrator for the other is appointed or if any court or administrative authority shall make any order against the other in circumstances which indicate that it may be unable to pay its debts in full.
21. A failure by the Client to produce the documentation relevant to the Contract and requested from the Client by Vue (including but not limited to a copy of the Client’s Public Liability Insurance) at least two (2) days prior to the Event shall constitute a breach under clause 8.1.1 not capable of remedy.
22. In the event of cancellation by Vue due to the Client materially breaching the Contract (under clause 8.1.1) becoming insolvent or similar (under clause 8.1.2) or breaching anti-bribery/corruption obligations) (under clause 12) the cancellation charges set out in the Hire Details shall apply. Under no circumstances shall Vue be liable to the Client for a cancellation pursuant to clause 8.1 and/or clause 12.
23. Vue reserves the right to cancel the Contract at any time for its own convenience and shall not be liable whatsoever for any costs or losses incurred by the Client save that in such circumstances Vue shall reimburse the value of fees and costs paid by the Client.
24. Vue shall have the right to suspend the Contract with immediate effect by giving written notice to the Client if Vue is or reasonably suspects that it may be unable to fulfil its obligations hereunder as a result of a Viral Outbreak and/or Restrictions. On any such suspension:
    1. Vue will seek to agree a new Event date with the Client;
    2. the Contract will continue in force (mutatis mutandis) as if references to the Event were references to the Event with the new date; and
    3. Vue shall have no liability to the Client in respect of the suspension.
25. The termination of the Contract for any reason whatsoever shall not affect any provision of the Contract which is intended to survive its termination nor prejudice or affect the rights of either party against the other in respect of any breach of the Contract or in respect of any monies payable by one party to the other in respect of any period prior to termination.

Liability and Insurance

21. Vue will not be liable for any delay or failure to provide the Goods and/or Services (as applicable) to the extent that such delay or failure results from any cause or circumstance beyond its reasonable control (an event of “Force Majeure”). A Force Majeure event includes any Viral Outbreak and/or Restrictions. If any event of Force Majeure occurs the date(s) for the provision of the Goods and/ or Services (as applicable) will be postponed for as long as is made necessary by the event of Force Majeure. If any event of Force Majeure continues for a period of or exceeding 60 (sixty) days either party may terminate the Contract in respect of the affected Goods and/or Services (as applicable) immediately on written notice to the other party without any liability.
22. Nothing in the Contract shall limit or exclude the liability of either party for:
    1. death or personal injury resulting from negligence; or
    2. fraud or fraudulent misrepresentation;
    3. any damage to Vue’s property plant or equipment arising out of the Contract;
    4. the deliberate default or wilful misconduct of that party its employees agents or subcontractors; or
    5. any other liability which cannot be limited or excluded by law.
23. Neither party shall in any circumstances be liable for any wasted costs consequential loss or economic loss or indirect loss of profit to the other party’s business.
24. Subject to clause 9.1 9.2 and 9.3 Vue’s liability to the Client under or arising in connection with the Contract shall be limited to an aggregate sum equal to the fees paid by the Client to Vue in the 12 (twelve) months prior to any claim arising.
25. The Client shall be liable for and shall indemnify and shall keep Vue indemnified against all liability for loss costs fees damages expenses or other monies incurred or suffered by Vue in connection with the Event including without limitation liability incurred as a result of the following:
    1. any claim or threatened claim for injury to any person or damage to any property or otherwise whatsoever by:
       1. any visitor to the premises of Vue or user of the Facilities or the staff agents or subcontractors of Vue; or
       2. any person employed or appointment by the Client or any other person whatsoever arising out of any breach by the Client of the Contract or any other act or default by the Client the Client Personnel its employees agents sub-contractors or persons acting under its instructions or on its behalf or arising out of any defect or accident caused by the effects equipment and other property of the Client or Client Personnel.
26. The Client agrees to take out and maintain the following insurances with a reputable insurance company:
    1. all risks cover for its own property; and
    2. employer’s liability and public liability cover with limits of not less than £10 million.
27. Vue shall in no event be liable for any loss or damage to the Client its employees agents or sub-contractors for any properties equipment or other effects of the Client or any employee or sub-contractor of the Client or any Client Personnel except to the extent that such loss or damage is attributable to any negligent act or omission of Vue its officers agents or employees (this exception does not apply in circumstances where Vue its officers agents or employees were acting under the express or implied direction of the Client.
28. The Client acknowledges and agrees that it has made its own risk assessment about whether to proceed with the Event notwithstanding the risk of any Viral Outbreak and the effects of any Restrictions. Subject to clause 8.5 9.1 9.2 and 9.3 Vue shall not be liable to the Client or its employees agents sub-contractors or Event guests for any losses liabilities or claims arising out of or in connection with the same.
29. Where the Client enters into any agreement for goods or services with any third party including Vue’s approved suppliers Vue shall in no event be liable for any loss or damage arising in respect of such agreements.

Assignment and Sub-contracting

22. The Client may not assign sub-licence or sub-contract the Contract or any of its rights or obligations under the Contract without Vue’s prior written consent.
23. Vue may appoint third parties to provide all or any part of the Goods and/ or Services (as applicable) without the Client’s consent.

Notices

23. Any notices to be served hereunder shall be served upon Vue by hand or post (at 10 Chiswick Park 566 Chiswick High Road London W4 5XS) by email (using the relevant email address set out in the Hire Details) and shall be marked for the attention of the General Counsel and the Head of Legal UK&I and any notices to be served upon the Client shall be served at the last address notified by the Client to Vue as being its place of business or address for service or by email (using the relevant email address set out in the Hire Details) service being deemed to have been effected:
    1. if delivered by hand at the time and date of delivery;
    2. if sent by recorded delivery or registered post 48 hours from the date of posting (such date as evidenced by postal receipt etc);
    3. if sent by registered airmail 5 (five) days from the date of posting (such date as evidenced by postal receipt etc); or
    4. if by email at the time of transmission or if this time falls outside business hours when business hours resume.

Anti-Bribery

24. Vue expressly prohibits payment or receipt of bribes and adopts a zero tolerance approach to any form of corruption. The Client represents and warrants that it has complied with and shall comply with all anti-bribery anti-corruption or similar laws applicable to either party. Vue shall have the right to terminate the Contract with immediate effect if Vue reasonably believes in good faith that any requirement of this clause has not been complied with.

Rights of Third Parties

25. Subject to Clause 13.2 a person who is not a party to the Contract may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
26. The parties acknowledge and agree that Vue is entering into the Contract for the provision of Goods and/or Services (as applicable) on behalf of itself and each other member of the Vue Group which is involved in the provision of the Goods and/ or Services (as applicable) and accordingly the Client acknowledges that each such member of the Vue Group shall have the same rights as Vue under the Contract. It is intended that each such member of the Vue Group may enforce the benefits conferred on it under the Contract in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.

General

26. The Client shall promptly comply with all requests for information and approval made by Vue in connection with the provision of the Goods and/or Services (as applicable). The Client shall nominate in the Hire Details a contact with whom Vue is authorised to act for the purposes of the Contract.
27. The relationship between Vue and the Client is one of independent contractors only and nothing herein shall be deemed to constitute a relationship of agency joint venture or partnership. Neither party shall enter into or have authority to enter into any agreement or make any representation or warranty on behalf of or pledge the credit or otherwise bind or oblige the other party hereto.
28. The rights powers and remedies provided in the Contract are (except as expressly provided) cumulative and not exclusive of any rights powers and remedies provided by law or otherwise. The failure by Vue to exercise or delay in exercising a right power or remedy provided by the Contract or by law shall not constitute a waiver of that right power or remedy. If Vue waives a breach of any provision of the Contract this shall not operate as a waiver of a subsequent breach of that provision or as a waiver of a breach of any other provision.
29. No variations to the Contract shall be effective unless agreed in writing and signed by each party.
30. The Contract constitutes the entire agreement between the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of the Contract.
31. Each of the provisions of these Conditions is severable and if any provision is or becomes illegal invalid or unenforceable the remaining provisions shall not in any way be affected or impaired by it.
32. The Contract is governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales save in relation to the enforcement of judgments where jurisdiction shall be non-exclusive.
33. Each party shall at its own expense ensure that it complies with and assists the other party to comply with the requirements of all applicable data protection and privacy legislation in force from time to time in the UK and the Republic of Ireland including the Data Protection Act 2018 (and regulations made thereunder) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a part.

Counterparts

27. The Contract may be executed in any number of counterparts each of which when executed shall constitute a duplicate original but all the counterparts shall together constitute the one agreement.
28. Transmission of an executed counterpart of the Contract (but for the avoidance of doubt not just a signature page) by (a) fax or (b) e-mail (in PDF JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the Contract.
29. No counterpart shall be effective until each party has executed at least one counterpart.

Vue Entertainment Limited - Standard Terms and Conditions of Business