UK - Event Terms & Conditions
1. DEFINITIONS
The following terms shall have the following definitions:
“Agreement” means the Event Information Sheet, these Terms & Conditions, any policies or additional terms and conditions
referenced herein, and any attachments, exhibits, amendments and supplements attached hereto, as each of the same may be
amended from time to time by the parties in accordance with Section 7(b) (Amendment and Waiver) of these Terms & Conditions.
“Building” means the building in which the Main Premises are located, as set forth in the Event Information Sheet in the section
labeled “Event Location”.
“Business Days” means all weekdays, except local bank/government holidays in England, when banks in London are closed for
business.
“Buy-Out” means an Event for which Client has reserved all of the areas of the Main Premises that are designated by us for the
Meetings & Events product.
“Cancellation Damages” has the meaning set forth in Section 4(b) (Termination by You) of these Terms & Conditions.
“Client” or “you” or “your” means the company or entity that enters into this Agreement with us, as identified in the Event Information
Sheet.
“Contracted Food and Beverage” means the minimum revenue guaranteed by Client with respect to the food and beverage for the
Daytime Portion of Event. For the avoidance of doubt, Contracted Food and Beverage is not compromised of the following:
additional space, enhancements provided through an Outside Vendor (as defined herein), evening dinners, evening enhancements,
evening receptions, and labor.
“CHG,” “we” or “us” means the CHG/ entity party to this Agreement.
“CHG Parties” means us, our landlords, our affiliates, parents, and successors and each of our and their employees, assignees,
officers, agents and directors.
“Daytime Portion of Event” means the time slot of 8:00am – 6:00pm during an Event.
“Event” means the Client’s event as indicated under “Booking Name” on the Event Information Sheet.
“Exclusive Rental” means the cost associated with the use of a designated Event space for the duration of the Event. This fee
includes the reservation of the Event space, access to the specified Event space for the agreed upon time period, standard Meeting
Room setup according to the layout that has been agreed upon, and essential in-room technology. After the execution of this
Agreement, this fee may not be reallocated toward any additions, enhancements, or other services.
“Event Information Sheet” means the Event Information Sheet, attached hereto.
“Final Attendance Estimate” has the meaning set forth in Section 2(b) (Final Event Specifications) of these Terms & Conditions.
“Final Event Specification Due Date” means the date identified under “Final Event Specification Due Date” on the Event Information
Sheet.
“Final Event Specifications” has the meaning set forth in Section 2(b) (Final Event Specifications) of these Terms & Conditions.
“Food & Beverage Remaining Balance” means the remaining balance that is required to be paid by Client on the final invoice that is
issued by CHG. For the avoidance of doubt, Food & Beverage Remaining Balance is not compromised of the following: additional
space, enhancements, evening dinners, evening enhancements, evening receptions, and labor.
“Force Majeure Event” has the meaning set forth in Section 4(c) (Force Majeure) of these Terms & Conditions.
“Main Premises” means those areas of the Building controlled by us.
“Meeting Room(s)” means those areas of the Main Premises identified under “Meeting Rooms” on the Event Information Sheet.
“Minimum Guaranteed Participants” means the minimum participants guaranteed by the Client with respect to the Event, as
identified in the Event Information Sheet.
“Minimum Guaranteed Revenue” means the minimum revenue guaranteed by the Client with respect to the Event, as identified in
the Event Information Sheet.
“Outside Vendor” has the meaning set forth in Section 2(h) (Outside Vendors).
“Participant(s)” means your employees, invitees and guests attending the Event.
“Participant List Due Date” means the date identified under “Participant List Due Date” on the Event Information Sheet.
“Payment Method” means your chosen method of making payment to us for the Services and other costs and fees contemplated by
this Agreement identified in the Event Information Sheet.
“Pre-Contractual Statements” has the meaning set forth in Section 7(k) of these Terms & Conditions.
“Program Execution Order” has the meaning set forth in Section 2(c) (Program Execution Order) of these Terms & Conditions.
“Public Areas” means those areas of the Main Premises designated by us for use by the Participants from time to time.
“Services” has the meaning set forth in Section 2(a) (Services) of these Terms & Conditions.
“Taxes” means any applicable national, federal, state and local sales, use, value added, including but not limited to VAT, excise and
other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services.
“Term” has the meaning set forth in Section 4(a) (Term) of these Terms & Conditions.
“Terms & Conditions” means these Terms & Conditions as set forth in this Agreement.
“Third Party Clients” means any person or company using our services at the Main Premises other than Client and its Participants.
2. EVENT POLICIES & PROCEDURES
a. Services. Subject to the terms and conditions of this Agreement, we will provide to you and your Participants the services
described below (the “Services”):
i. Dedicated access to the Meeting Room(s) and non-dedicated access (or in the case of a Buy-Out, dedicated access) to
the Public Areas during the Event Hours.
ii. The offerings specified under “Package Description” on the Event Information Sheet.
iii. Access to and use of the shared Internet connection.
b. Final Event Specifications. Client shall provide final Event specifications, including a final estimate of total Participants
(the “Final Attendance Estimate”), menu selections, and other Event specifications (collectively, the “Final Event Specifications”) to
us by the Final Event Specification Due Date. Such Final Event Specifications are not eligible for reduction. In the event that we do
not receive a Final Attendance Estimate or Final Event Specifications from the Client by the Final Event Specification Due Date, we
will set and prepare for 5% more Participants than the number of Minimum Guaranteed Participants. Additional fees, plus Taxes,
may apply for the following, to the extent applicable to the Event: (a) use of the meeting room for more than thirty (30) minutes past
the contracted time period, (b) alcoholic beverage services, (c) bartenders, (d) security for valuable items, (e) additional security
personnel, (f) shipping, handling and/or storage of materials, merchandise, exhibits or other items that Client wishes to send to
and/or from the Event Location, (g) use of the freight elevator and/or loading dock, (h) coat check services, and, without limitation (i)
any other add-on services; provided that, upon request, we shall use commercially reasonable efforts to apprise Client of any such
fees in advance of the Event.
c. Program Execution Order. Promptly after receiving the Final Event Specifications, we shall prepare, and each party
shall execute, an addendum describing the Final Event Specifications, detailed menus, set-up requirements, technology
requirements and any other terms agreed by the parties, together with any additional costs not already provided for in this
Agreement (the “Program Execution Order”). The Program Execution Order will be deemed part of this Agreement and, to the extent
of any differences, shall constitute an amendment to this Agreement (including, for the avoidance of doubt, any increases to the
Minimum Guaranteed Revenue); provided that nothing in the Program Execution Order shall be deemed to reduce the Minimum
Guaranteed Revenue agreed by the parties as of the Effective Date and specified on the Event Information Sheet.
d. Participant List. Client shall provide to us a list of all Participants prior to the Participant List Due Date. If the Participant
List is not received by us prior to the Participant List Due Date, (a) we cannot guarantee the pre-registration and printing of security
badges for all Participants, and (b) the number of Participants indicated in the Program Execution Order shall be deemed to be the
Minimum Guaranteed Participants.
e. Additional Participants. Attendance by any Participants in excess of the Final Attendance Estimate or the Minimum
Guaranteed Participants, as applicable, shall be subject to additional charges, which shall be due and payable prior to the Event.
Any such charges not collected prior to the Event shall be included on the final invoice.
f. Building Access. CHG and/or Building may require certain personal information from Participants for security purposes
or pursuant to building policies. You are responsible for promptly providing any such information and for the accuracy thereof. We
will process personal information we collect in accordance with our privacy notice available at: https://convene.com/convene-
privacy-notice/. Any badges and other such items provided to you or your Participants for accessing the Building and the Meeting
Room(s) are exclusively owned by us. Neither you nor your Participants may make any copies of any badges or other means of
entry to the Meeting Room(s) or the Main Premises or lend, share or transfer any badges to any third party, unless authorized by us in advance. You may not allow any Participant(s) to enter the Building without registering such Participant(s) and performing any
additional required steps according to our policies.
g. Removal and Return of Property. Prior to your departure, you will remove all of your and your Participants’ property
from the Meeting Room(s) and Main Premises. After providing you with one (1) Business Day advance notice, we will be entitled to
dispose of any Property remaining in or on the Meeting Rooms(s) or Main Premises after the termination or expiration of this
Agreement and we will not have any obligation to store such Property, and you waive any claims or demands regarding such
Property or our handling of such Property.
h. Outside Vendor Policy. Client shall not engage any outside vendor (each an “Outside Vendor”) for the supply or
management of any services or other aspects of the Event, including but not limited to culinary, technology, audio-visual or
production unless we first approve such Outside Vendor in writing in advance in our sole discretion. Due to licensing requirements
and for purposes of quality control and safety, all such arrangements must be made through us unless otherwise approved by us in
writing in our sole discretion. As a condition to approval of an Outside Vendor by us, each Outside Vendor shall be required to
provide an indemnification agreement and proof of adequate insurance, in each case in a form and amount reasonably satisfactory
to us. With respect to any outside technology services, Client acknowledges and agrees to comply with our Outside Technology
Services Policy available at https://convene.com/oav-policy/. All outside products or services that are not provided by us or a
preferred supplier shall be subject to the Administrative Fee and Taxes. In addition, additional fees may apply with respect to any
technology or audio-visual services provided by any Outside Vendor.
i. Reserved Rights. An affiliate of CHG or a third party hired by CHG may also provide the Services to you. Except in the
case of a Buy-Out, we reserve the right to restrict the usage of portions of the Public Areas temporarily for private events or for any
other reason in our sole discretion. We retain control, possession and management of the Meeting Room(s) and you have no right
to exclude us from the Meeting Room(s). Except in the case of a Buy-Out or in the event that there is no other suitable space within
the Main Premises, we reserve the right to reassign the meeting rooms designated for the Event to another space within the Main
Premises (depending on space availability) and request that meeting room names not be printed without our prior approval to avoid
confusion for your Participants. Any desk, table, or area that is utilized by CHG’s employees as a part of the Services may not be
used in any capacity by Client or any of its Participants, except as mutually agreed to by the parties in advance. In addition to the
requirements under these Terms & Conditions, you agree to comply with any rules, policies and/or procedures provided to you in
writing by our landlord or by us (the “CHG Policies”).
j. Public Areas & CHG Staff. Except in the case of a Buy-Out, you acknowledge and agree that the Public Areas of the
Main Premises is a shared space and that Third Party Clients may be making use of the space at the Main Premises during the
Event. We expect that you will treat any Third Party Clients and our staff members with the same respectful behavior as you treat
Participants. Inappropriate conduct towards any CHG staff member will lead to immediate expulsion from the Main Premises.
k. Prohibited Activities. Without limiting any of the other Terms & Conditions, no Participant may (i) smoke (including any
electronic cigarettes, vaporizers, or similar products) inside the Building at any time, (ii) perform any activity or cause or permit
anything that is reasonably likely to be disruptive or dangerous to us or any other Participant, or our or their employees, guests or
property, including without limitation the Meeting Room(s) or the Main Premises, (iii) conduct or pursue any illegal or offensive
activities or comport themselves to the community in a similar manner, (iv) engage in any sexual acts or sexually offensive conduct
anywhere in the area controlled by us, (v) allow any person to enter the Building without registering such person as a Participant
and performing any additional required steps according to our policies, (vi) allow any person under eighteen (18) years of age to
enter the Building without getting permission from CHG and executing all applicable forms and other documents as may be required
by CHG in its sole discretion, (vii) bring any weapons of any kind, or any other offensive, dangerous, flammable or explosive,
hazardous or inherently dangerous materials into the area controlled by us, (viii) bring illegal drugs into the area controlled by us, or
(ix) misrepresent himself or herself to the our community. You are responsible for informing your Participants of the prohibitions
contained in this clause (k) and informing your Participants of other obligations within this Agreement applicable to Participants.
Should the attendance or behavior of any Participant be determined illegal, disruptive, inappropriate or potentially a legal or
reputational liability, and/or inconsistent with the Terms & Conditions, we reserve the right to refuse service or entry, expel such
Participant(s) from the premises, and/or cancel the Event and terminate this Agreement.
l. Operating Standards & Safety Protocols.
i. Covid-19. You hereby acknowledge that, in light of the COVID-19 pandemic, we continues to enforce the Operating
Standards & Safety Protocols and other policies and protocols related to COVID-19 available at https://convene.com/covid-19-
safety-measures/. CHG may also require that all individuals adhere to the social distancing measures, including, but not limited to
wearing a mask and maintaining a distance of 6-feet from other Participants and our employees at all times, (as such measures may
be updated from time to time in accordance with the applicable federal, state and local laws, regulations and guidelines) while on the
Main Premises (“Social Distancing”). Accordingly, you agree on behalf of yourself and your Participants, that: (1) the number of
people allowed in any contracted meeting space may not exceed what is permitted by applicable law; (2) you and your Participants
shall abide by all applicable federal, state and local laws, regulations and guidelines, and any CHG Policies in effect on the date of
the Event and you agree that you are solely responsible for the health and safety of the Participants attending the Event; (3) you are
responsible for notifying each Participant, prior to the scheduled arrival date, of the physical layout of the contracted meeting space,
whether proof of vaccination status is required, and whether Social Distancing will be required in the contracted meeting space and
on the Main Premises; and (4) you are aware of the inherent risks involved and assume all risks and hazards related to COVID-19
arising from or related to your and your Participants’ entry onto, and use of, the Main Premises.
ii. Fire Alarm. Please be advised that in line with government legislation, the fire alarm audibility and function is tested every
week within all our venues. The planned weekly fire alarm will not require evacuation.
iii. Catering Information. Where applicable, in venues that operate shared restaurant facilities, due to operational reasons
several lunch sittings are offered. We will endeavour to meet your requirements for timings wherever possible. You shall ensure that
food and beverage not purchased from us shall not be brought into or consumed at the venue by you or your Participants. Unless
supplied by CHG, wines or other beverages are not permitted in the venue without prior written consent. A corkage charge will be
applied at our standard rates where consent is given for third party sourced beverages.
iv. Setup/Derig. Setup and de-rig timings are subject to availability and timings are to be confirmed by CHG 10 working days
prior to the event date. Access times are based on the venues business levels and the finalised schedule of the preceding event.
CHG will ensure your access time for setup is as prompt as possible. We will ask you during the planning process for the main
priority area which you require for setup and the amount of equipment being delivered (including the approximate size of large
items). To ensure the earliest possible access time, please be aware there may be another client finishing their de-rig during your
setup and there may be another client loading into the venue during your evening event or de-rig.
v. Venue Decibel Allowance. The maximum decibel level allowance is (i) 70dcb for general speech and (ii) 80dcb for music, except for any event(s) held at the 1 Paternoster Square location, (“Sancroft”), the maximum decibel level allowance is for both general speech and music is 70db. Should you decide to work alongside an external audio visual or entertainment supplier, the venue must be provided with a full overview of the equipment and entertainment order (including speaker placement plan). Please note, to avoid nuisance to other members and guests within the building, woofers and sub woofers cannot be utilized without a full sound test having been conducted in advance of the event commencing (minimum of ten days prior to your event start date), except that for any event(s) held at Sancroft, subwoofers must be limited in certain frequency bands at 63hz and 125hz to no more than 70db. Should we believe that your equipment or entertainment order will breach our decibel allowance, we have the right to request for your equipment or entertainment order to be adapted to ensure it stays within our decibel guidelines. If during your Event we feel that noise levels are breaching our decibel allowance, we reserve the right to carry out a sound check, and if required, moderate the volume/base levels to ensure they sit within our decibel allowances. If noise levels continue to breach our decibel allowances during your Event we reserve the right to terminate the Event with immediate effect.
m. Terms specific to Production Services. If Client has purchased Production Services, the following terms will apply:
i. CHG Equipment. To the extent we provide AV equipment packages to Client (“CHG Equipment”) in connection with the
Production Services and Event:
1. All such CHG Equipment is provided "AS IS" AND WE MAKE NO WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE CHG EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
RELATED TO THE CONDITION OF THE CHG EQUIPMENT. WE HEREBY EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, AND SHALL HAVE NO
LIABILITY WHATSOEVER TO CLIENT FOR ANY DAMAGES OR CLAIMS RELATING TO THE CHG EQUIPMENT.
2. Any CHG Equipment that is used and/or retained by Client must be returned in functional condition at the conclusion of
the Event. Client will be charged at the prevailing rate for equipment not returned. Client bears all risk of loss, damage, destruction,
theft, and condemnation to or of such CHG Equipment from any cause whatsoever from the moment the CHG Equipment is
provided to Client, until the CHG Equipment is returned to us.
ii. Personnel. In connection with the provision of Production Services to Client, we will provide a dedicated team to Client.
We may engage its employees and/or third-party consultants (collectively or individually referred to as the “Personnel”) to perform
such Production Services. We may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the
performance of our own obligations hereunder as it deems appropriate, provided that subcontracting the provision of any portion of
the Production Services in accordance with this Agreement will not relieve us of any of its obligations under this Agreement.
Notwithstanding anything to the contrary in this Agreement, with respect to such Subcontractors, we shall use commercially
reasonable efforts to guard against any damages or issues arising in connection with such vendors, but shall not be liable for the
acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that the losses are caused
directly from our gross negligence or willful misconduct.
iii. Client Obligations. In connection with Client’s receipt of Production Services from us, Client shall: (a) reasonably
cooperate with us in all matters relating to the Production Services; (b) respond promptly to any request from us to provide direction,
information, authorizations, or decisions that are reasonably necessary for us to perform Production Services; (c) provide any
materials or information as we may reasonably request or require in connection with the Production Services in a timely manner;
and (d) ensure that all Third Party Materials and Services are in good working order and suitable for the purposes of the Production
Services and conforms to all relevant standards or requirements to enable us to provide the Production Services.
iv. Third Party Materials and Services. We do not guarantee the interoperability of the Production Services with any
hardware, software, or equipment not provided by us or Outside Vendor services (collectively, “Third Party Materials and Services”).
Client remains solely responsible for all such Third Party Materials and Services in connection with Client’s receipt of Production
Services, as applicable, and Client waives any claim relating to incompatibility or failure to operate with any Third Party Materials
and Services, or any claim related to the failure of the Production Services associated with the Third Party Materials and Services,
against any CHG Parties (as defined in the Agreement).
3. FEES AND DEPOSITS
a. Fees. In consideration of the Services to be provided by us to Client as described herein, Client agrees to pay to us the
fees identified on the Event Information Sheet and described herein. In the event that the Client requests any changes to the Event
specifications after the execution of the Program Execution Order, we reserve the right to adjust the fees accordingly. Any additional
fees arising from changes to the Event specifications (as requested by the Client) shall be payable at least three (3) Business Days prior to the Arrival Date. Any on-site charges will be submitted on the final invoice and charged to the Client's credit card. All
payments by credit card are subject to a 2% processing fee. We shall not refund any fees or other amounts paid by you in
connection with the Services, except as otherwise provided herein.
b. Taxes. All sums due to us under or in relation to this Agreement are exclusive of any Taxes which shall be charged in
addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by
the Client in full at the same time as payment is due under the relevant invoice.
c. Deposits. Unless otherwise agreed in a writing signed by both parties, we require 50% of the total charges (including
Taxes) identified above to be paid as a deposit upon execution of this Agreement, unless the Arrival Date for the Event (as indicated
on the Event Information Sheet) is less than thirty (30) days from the Effective Date, in which case we require the Event to be paid in
full prior to the Arrival Date. Deposits shall be due and payable in accordance with the schedule set forth on the Event Information
Sheet.
d. Minimum Guaranteed Revenue. The rates offered by us to the Client are based in part upon the total gross revenue
anticipated to be payable to us by the Client in connection with the Event. As such, the Client hereby guarantees that the amount
payable to us by the client in connection with the Event shall not be less than the Minimum Guaranteed Revenue. If the total
charges payable in connection with the Event (excluding Taxes, which shall not be applied toward the Minimum Guaranteed
Revenue) are less than the Minimum Guaranteed Revenue, the Client shall pay any shortfall as additional room rental fees. Any
additional charges for our production, security, and technology teams, as well as additional charges for weekend and evening
events, and additional charges shall not be applied toward the Minimum Guaranteed Revenue. The Client acknowledges and
agrees that any fees identified on the Event Information Sheet cannot be adjusted or applied toward any other costs after the
execution of the Agreement.
e. Form of Payment. Payment of amounts due under this Agreement may only be made in the manner we specified as
acceptable forms of payment to you during the booking process, or that we subsequently post to our website, or otherwise provide
to you in writing during the Term. You are required to inform us promptly of any changes to your payment information. Only a single
Payment Method may be used at any given time to make payments under this Agreement.
f. Credit Card Authorization. Upon request, we may require that the Client place a credit card on file for all Events
regardless of intended payment method. If you are paying by a payment method other than credit card, you will still receive a link to
our secure online credit card portal where you will enter your credit card information for authorization. Unless you elect to pay all
fees by credit card, no charges will be made to your credit card unless needed to enforce any portion of this agreement. Your credit
card information is only stored in our secure encrypted payment portal. We never have access to your full credit card information.
g. Late Fee Grace Period. We shall provide written notice to Client of Client’s failure to pay any deposit or other outstanding
fees on time. Client shall have five (5) Business Days from the date of such notice to pay such overdue amounts. If, after such
period, Client has still not paid the overdue amounts, we reserve the right, in our sole discretion, to (i) require immediate full pre-
payment of all remaining deposits, (ii) apply an 8% late fee to any outstanding amounts, and/or (iii) cancel the Event and terminate
this Agreement. In the event of a termination pursuant to this Section 3(g), you will remain liable for past due amounts and for any
breaches of this Agreement, and we may exercise our rights to collect due payment, despite termination or expiration of this
Agreement.
4. TERMINATION
a. Term. The term of this Agreement (the "Term") commences on the Effective Date and continues thereafter until the
completion of the Services as set forth in this Agreement, unless and until terminated as provided in this Section 4.
b. Termination due to Cancellation of Event. In the event that the Client wishes to cancel or reschedule the Event, the
Client shall: (i) provide written notice to us as soon as practicable; and (ii) be required to pay cancellation damages (“Cancellation
Damages”) to us, in an amount calculated as a percentage of the Minimum Guaranteed Revenue, as indicated on the Event
Information Sheet. The parties intend that the Cancellation Damages constitute compensation, and not a penalty. The parties
acknowledge and agree that the harm caused to us by a Client cancellation for convenience would be impossible or very difficult to
accurately estimate at the time of the cancellation, and that the Cancellation Damages are a reasonable estimate of the anticipated
or actual harm that might arise from a Client cancellation for convenience. Provided that Client has not otherwise breached this
Agreement, Client’s payment of the Cancellation Fees (plus Administrative Fees and Taxes) is Client’s sole liability and entire
obligation and our exclusive remedy for any Client cancellation for convenience. If Client requests to reschedule the Event after
execution of the Agreement, the Event will be treated as a cancellation.
c. Cross Default and Termination by CHG due to Client Nonpayment. It shall be an immediate event of default (“Event
of Default”) under this Agreement if Client (or any of its affiliates) fails to pay any amount of deposit, fee, expense, or other
outstanding sum (collectively, the "Outstanding Obligation") when due under any other agreement, contract, statement of work, or
service order (each, a "Related Agreement") between CHG (or any of its affiliates) and Client (or any of its affiliates). Upon the
occurrence of an Event of Default pursuant to this Section 4(c), CHG shall have the immediate right, upon providing written notice to
Client, to terminate this Agreement without penalty or further liability to Client, and to immediately cancel the Event to which this
Agreement relates. In the event of a termination pursuant to this Section 4(c), CHG shall be entitled to retain all deposits and other
amounts previously paid by Client under this Agreement, and CHG may, at its sole discretion, apply any such retained amounts
toward any Outstanding Obligation due from the Client or its Affiliates under the Related Agreement(s) or towards any Cancellation
Damages due under this Agreement. This remedy shall be cumulative and shall be in addition to all other rights and remedies
available to CHG at law or in equity.
d. Force Majeure. Upon any Force Majeure Event (as defined below), either party may terminate this Agreement without
liability to the other party, by providing written notice to the other party as soon as reasonably practical (but in no event longer than
ten (10) days) after learning of such Force Majeure Event, which notice shall set forth the basis for such termination. “Force Majeure
Event” means any unforeseen event or circumstance beyond the parties’ reasonable control (including, but not limited to, acts of
God, declared war in the United Kingdom, terrorist attacks in the city in which the Main Premises is located, or civil disorder within a
five (5) mile radius of the Main Premises) that makes it illegal or impossible to provide or use the Main Premises. In the case of
termination pursuant to this provision, we shall credit 100% of the deposits, less any used deposits, or other amounts prepaid
pursuant to this Agreement to a future meeting (the “Rebooked Event”) of equal or greater value to this Event to the extent
scheduled for a date within twelve (12) months of the cancelled Event. We do not guarantee future availability at any location, and
any credits not used within the twelve (12) month period following the cancelled Event dates shall automatically expire. For the sake
of clarity, financial disability or hardship shall not constitute a Force Majeure Event. In addition, we will not be liable for, and will not
be considered in default or breach of this Agreement due to, any delay or failure to perform hereunder that is caused by (i) any
delays in construction within the Building, and (ii) any delays or failure to perform caused by conditions under the control of our
landlord of the Building.
5. ADDITIONAL AGREEMENTS
a. Client Logo. You consent to our non-exclusive, non-transferable use, both during the Term and following its expiration or
termination, of your name and/or logo in connection with identifying you as a client of ours alongside those of other clients, on our
websites as well as in video and other marketing materials, and Client understands that CHG has the right to photo, film, audio or
video recordings of the Event and Event set-up, solely for the purpose of training and marketing CHG’s business and services. You
warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You
may terminate this consent at any time upon thirty (30) days’ prior notice to us.
b. CHG Intellectual Property. Neither you nor any Participant may take, copy or use for any purpose the name “CHG” (as
applicable) or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual
property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion
of the area of the Building controlled by us, without our prior consent, and this provision will survive termination of this Agreement.
c. Disclaimer.
i. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, WE ARE PROVIDING THE MEETING ROOM(S), THE
SERVICES, THE MAIN PREMISES AND THE BUILDING TO YOU “AS IS”, AND WE DISCLAIM ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE MEETING ROOM(S), THE SERVICES, THE MAIN PREMISES
QUALITY, CONFORMITY WITH DESCRIPTION AND FITNESS FOR A PARTICULAR PURPOSE.
ii. WE DO NOT WARRANT THAT THE MEETING ROOM(S), THE SERVICES, THE MAIN PREMISES OR THE BUILDING
WILL MEET YOUR REQUIREMENTS, THAT THEY MEET APPLICABLE LEGAL STANDARDS OR THAT THEY ARE SAFE AND
SUITABLE FOR YOUR INTENDED USE.
d. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, insurance
reasonably commensurate with all activities arising from or connected with the Event, including, but not limited to, public liability
insurance, with limits not less than £1,000,000 per occurrence, covering personal injury, property damage and other liability arising
from your Event. You will ensure that we and the landlord of the applicable Building shall each be named as additional insureds on
any such policies of insurance and that you waive any rights of subrogation you may have against us and the landlord of the
applicable Building. With respect to any claims or other liability for which you are responsible, your insurance will apply as primary to
any insurance maintained by the CHG Parties. Upon our request, you shall provide proof of insurance to us prior to the date of the
Event.
e. Limitation of Liability.
i. Nothing in this Agreement shall operate so as to exclude or limit the liability of a Party to the other Party for: (a) death or
personal injury arising out of negligence; or (b) fraud or fraudulent misrepresentation by it or its employees; or (c) any other liability
that cannot be excluded or limited by law.
ii. Subject to the above and to the extent permitted under applicable law, the aggregate and cumulative monetary liability of
all of the CHG Parties to you or your Participants, employees, agents, guests or invitees for any reason and for all causes of action,
will not exceed the total fees actually paid by you to us under this Agreement or with respect to the Event. SUBJECT TO THE
ABOVE AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ANY CHG PARTY BE LIABLE TO CLIENT OR TO
ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND
WHETHER OR NOT CHG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
iii. You acknowledge and agree that you may not commence any action or proceeding against any of the CHG Parties,
whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the occurrence giving rise to the cause of action. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree
that you shall not commence any action or proceeding against nor have any recourse with respect to any of the CHG Parties other
than the CHG Party you are directly contracting with hereunder and the assets of such entity for any amounts due or for the
performance of any obligations in connection with this Agreement.
iv. SUBJECT TO THE ABOVE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY
KNOWINGLY, VOLUNTARILY AND EXPRESSLY ASSUME ALL RISKS REGARDING AND FULLY RELEASE CHG PARTIES
FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, RIGHTS, DAMAGES, LOSSES,
EXPENSES OR DEMANDS OF ANY KIND OR NATURE WHATSOEVER (“CLAIMS”) WHICH YOU HAVE NOW OR MAY IN THE
FUTURE HAVE IN CONNECTION WITH THE EXPOSURE, INFECTION AND/OR SPREAD OF COVID-19 IN ANY WAY ARISING
FROM THEIR PRESENCE ON THE MAIN PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS FOR ANY
BODILY INJURY, INCLUDING DEATH, WHICH YOUR PARTICIPANTS MAY SUFFER OR SUSTAIN AS A CONSEQUENCE OF
EXPOSURE TO COVID-19 VIRUS, AND ANY AND ALL SUCH CLAIMS ARE HEREBY UNCONDITIONALLY WAIVED.
f. Indemnification. You will indemnify and hold harmless the CHG Parties for any damages, claims, losses, penalties, fines
or liabilities (including any reasonable attorney fees or costs) arising from or relating to (i) injuries to property or persons occurring in
or about the Main Premises arising from or relating to an action or omission by Client or the Participants, (ii) for theft, or the
misappropriation of property in the Main Premises arising from or relating to an action or omission by Client or the Participants, (iii)
you or your Participants’ use of the Meeting Room(s), Main Premises or Building, and (iv) the negligence or willful misconduct by
your or your Participants (including, without limitation, any Outside Vendor), in each case except to the extent arising out of our
gross negligence or willful misconduct. You are responsible for the actions of and all damages caused by Participants and all
persons that you or your Participants invite to enter any portion of the Building (including, without limitation, any Outside Vendor).
We will indemnify and hold harmless the Client for any third party damages, claims, losses, penalties, fines or liabilities (including
any reasonable attorney fees or costs) arising from or relating to our gross negligence or willful misconduct. You acknowledge and
agree that you bear the risk of loss, damage, theft or misappropriation of all of your and your Participants’ property in the Main
Premises and Building and the liability for the same. You shall not make any settlement that requires an act or admission by us or
imposes any obligation upon any of the CHG Parties without our written consent. No CHG Party shall be liable for any settlements
made without its prior written consent.
g. Non-disparagement. You shall not, during and after the Term, make any statements or comments of a defamatory or
disparaging nature to any third party regarding CHG, or any of our officers, directors, employees, personnel, agents, policies,
services or products, except as required to comply with applicable law.
h. Third Party Clients. We do not control and are not responsible for the actions of Third Party Clients or any other third
parties (other than any third parties engaged by us for the provision of Services). If a dispute arises between you, your Participants,
Third Party Clients or their respective invitees or guests, we shall have no responsibility or obligation to participate, mediate or
indemnify any party. For the avoidance of doubt, no Third Party Clients shall be present during a Buy-Out.
6. DISPUTE RESOLUTION
a. Governing Law. Subject to the remainder of this Section, the formation, existence, construction, performance, validity
and all aspects of this Agreement and the relationship of the parties shall be construed in accordance with the laws of England and
Wales.
b. Jurisdiction. Except that either Party may seek injunctive, other interlocutory or emergency relief from any court of
competent jurisdiction, each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle
any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject
matter or formation.
c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and
binding on both parties and non-appealable. Judgment on the award may be entered in any court of competent jurisdiction. In any
action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any
other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in
connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of
any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the
English language, which is the language of the official text of this Agreement.
d. Injunctive Relief. Without prejudice to the other provisions of Section 6 above both parties shall nevertheless still have
the right to apply at any time for injunctive, other interlocutory or emergency relief to any court of competent jurisdiction whether
within the territory or otherwise.
7. MISCELLANEOUS
a. Relationship of the Parties. The parties hereto shall each be independent contractors in the performance of their
obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or
partnership or joint venture, for any purpose. Neither party will in any way misrepresent the relationship established by this
Agreement.
b. Amendment and Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing
signed by each party hereto. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies
hereunder unless such waiver is in writing and signed by the waiving party.
c. Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Building and to any
supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate.
However, the foregoing does not imply nor establish any sublease or other similar interest in real property.
d. Severable Provisions. Each provision or part-provision of this Agreement shall be considered severable. To the extent
that any provision or part-provision of this Agreement is or becomes prohibited, illegal, unenforceable or invalidated, it shall be
deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-
provision of this Agreement is deemed deleted under this Section the parties shall negotiate in good faith to agree a replacement
provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
e. Survival. Sections 1 (Definitions), 3 (Fees and Deposits) (to the extent any payments remain outstanding), 4(b)
(Termination by You), 4(c) (Force Majeure), 5(a) (Client Logo), 5(b) (CHG Intellectual Property), 5(h) (Non-disparagement), 6
(Dispute Resolution) and 7 (Miscellaneous) and all other provisions of this Agreement reasonably expected to survive the
termination or expiration of this Agreement will do so.
f. Notices. Any and all notices under this Agreement will be given via email and will be effective on the first Business Day
after being sent. All notices will be sent via email to the email addresses specified on the Event Information Sheet with a copy to
legal@convene.com, except as otherwise provided in this Agreement. This Section does not apply to the service of any proceedings
or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolutio n.
g. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or
construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being
followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in GMT
time zone.
h. No Assignment; No Sublicense. You may not assign, transfer, sublicense or otherwise assign or convey any of your
rights or obligations under this Agreement (including by operation of law) without our prior consent. For purposes of this Section
7(h), (i) an assignment shall include a Change of Control and (ii) a “Change of Control” shall mean any transaction or series of
related transactions in which one or more affiliated parties that previously did not own at least a fifty percent (50%) interest in Client
obtains at least a fifty percent (50%) interest in Client, or in which a third party acquires all or substantially all of Client’s assets.
i. Compliance with Law. You hereby represent and warrant that you are in compliance with all applicable laws, ordinances,
codes, rules, requirements and regulations of foreign, federal, state and local governments and all agencies thereof relating to the
operation of your business and the maintenance and operation of your properties and assets. We reserve the right at any time to
disclose any information about you or your Participants we deem necessary to satisfy any applicable law, regulation, legal process
or governmental request.
j. Anti-bribery and anti-corruption. You shall: (a) comply with all applicable laws, statutes, regulations, and codes relating
to anti-bribery and anti-corruption; (b) notify CHG (in writing) if it becomes aware of any breach of paragraph 7(j), or has reason to
believe that it or any person associated with it has received a request or demand for any undue financial or other advantage; and (c)
immediately notify CHG (in writing) if a foreign public official becomes an officer or employee of it or acquires a direct or indirect
interest in it, and the Client warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the
date of this Agreement.
k. No Construction Against Drafter. No provision of this Agreement or any related document will be construed against or
interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party
having or being deemed to have structured or drafted such provision.
l. Entire Agreement.
i. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be
changed in any manner except by a writing executed by both parties or as otherwise permitted herein and replaces and
extinguishes all prior agreements, draft agreements, arrangements, undertakings, understandings or collateral contracts of any
nature made by the parties, whether oral or written, in relation to that subject matter.
ii. Each party acknowledges that in entering into this Agreement, it has not relied upon any collateral warranties, collateral
contracts, statements, representations or undertakings, whether oral or written, which were made by or on behalf of the other party
in relation to the subject-matter of this Agreement at any time before their respective signatures (together & Pre- Contractual
Statements") other than those which are set out expressly in this Agreement.
iii. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-
Contractual Statements.
iv. Nothing in this Section shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent
misrepresentation or fraudulent concealment.
