1.0 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following definitions apply: “Agreement” - means the proposal and these terms and conditions. “Agreed Guests Number” – means the agreed number of guests in respect of the event stated in the proposal and/or contract document. “Arrival Date” – means the first day of the event as specified in the proposal and/or contract document. “Charges” – means such fees payable by you for the event as detailed in the proposal and/or contract document. “Event” – means such event as detailed in the proposal and/or contract document. “Final Guests Number” – has the meaning given in section 7. “Force Majeure Event” - means any event or sequence of events beyond our reasonable control and which prevents us from, or delays us in, performing our obligations under this agreement including, but not limited to: terrorist activity (threatened or actual) or potential for terrorist activity (as determined by us in our sole discretion) whether within the proximity of the venue or otherwise, misconduct or negligence of an attendee, guest or external third party, war or threat of war, civil or political action or disturbance, riot, natural disaster, fire, epidemic, pandemic, military activity, governmental or regulatory action, industrial dispute, act of God, failure of power or machinery, failure of or interruption in externally provided services and utilities, and all similar events outside of our control. Covid-19 shall not constitute a force majeure event. “Guaranteed Guests Number” – means the minimum number of guests guaranteed in respect of the event as stated in the proposal and/or contract document. “Parties” – means both you and us and a ‘party’ shall be construed accordingly. “Terms and Conditions” - means these terms & conditions for the proposed or booked meetings or event. “Total Number” - means the total number of guests for each day of the event. “You” and “Your” - means the customer entity detailed in the proposal and/or contract document. “Venue” - means The Eastside Rooms at 2 Woodcock Street, Birmingham, B7 4BL. “We”, “Us” and “Our” – means Blackhorse HCC Ltd (company registration number 10313117) with a registered address of 10 Queen Street Place London, England, EC4R 1BE. t/a Aloft Birmingham Eastside and The Eastside Rooms. “Working Day” means a day other than a Saturday, Sunday or bank or public holiday in England.

2.0 APPLICATION OF THESE TERMS AND CONDITIONS

2.1 These terms and conditions apply to and form part of the agreement between the parties and supersede any previously issued terms and conditions of purchase or supply.

3.0 RIGHT OF RELEASE

3.1 We reserve the right to release the facilities required for the event without further notice to You if the Agreement is not entered into within 5 working days of the date of the proposal or contract document.

4.0 CHARGES

4.1 The Charges for the event shall be set out in the proposal and/or contract document. 4.2 The Charges are exclusive of; (i) All other related Charges or taxes which shall be charged in addition to Our standard rates.

5.0 DEPOSIT AND PRE-PAYMENT

5.1 We may agree to any of the following payment plans with You (in Our sole discretion): (i) Approved Account You have an approved credit facility with Us and an invoice in respect of the charges will be raised and sent to You for payment after the Event, which must be paid by You within 7 calendar days. (ii) Credit Card To pay by credit card, please complete a credit card authorisation form, available on request. Authorisation will be taken on the card for the full amount of the Event prior to arrival. The credit card will be charged on departure in respect of the charges and a receipt will be provided to the card holder. (iii) Pre-Payment If no credit facilities or credit card details are available, full pre-payment of the charges will be required in accordance with the following schedule: Amount to be Paid PrePayment Schedule Exclusive/Special Event. (% calculated with reference to the total within the proposal) Large Events. (% calculated with reference to the total within the proposal) Medium Events. (% calculated with reference to the total within the proposal) Small Events. (% calculated with reference to the total within the proposal) Within 14 days of the signed agreement. 25% 25% N/A N/A 26 weeks prior to the event. 75% 50% N/A N/A 12 weeks prior to the event. 100% 90% 75% 50% 4 weeks prior to the event. 100% 100% 100% 100%

5.2 We are entitled (in our sole discretion and if we deem necessary to request fourteen (14) days before the Event that You pay an additional sum (in an amount to be confirmed) to that specified in the above table in respect of (i) any anticipated additional costs or expenses for items not yet confirmed and (ii) any potential increases in the Agreed Guest Number as You have notified to Us. This will be referred to as a “contingency for anticipated extras” and may be based upon a percentage of the known costs at that date.

5.3 Notwithstanding the pre-payment schedule above, if the Event is to take place within four (4) weeks of the date of the Agreement, the full amount of the charges must be paid upon signature of the Agreement.

5.4 Failure by you to pay any such deposit or pre-payment within fourteen (14) calendar days of the due date, we may treat the booking as cancelled by you (in our sole discretion).

5.5 If any payment owed to Us by You in respect of this agreement is not received on its due date, We reserve the right to charge 8% interest above the Barclays Bank Plc base rate on the outstanding amount or a rate of interest in line with Late Payment of Commercial Debts (Interest) Act 1988 as appropriate for each day that such payment is late until the payment is settled in full.

6.0 EVENT DETAILS

6.1 We grant You a licence to use the Venue strictly for the purpose of the Event in accordance with these Terms and Conditions.

6.2 Any changes required to the Event must be notified by You to Us in writing at least three (3) Working Days prior to the Arrival Date of the Event. Any changes requested after this time will only be accepted in Our sole discretion.

6.3 The space allocated for the Event is dependent on guest numbers. If either the Agreed Guests Number or Final Guests Number fall below the Guaranteed Guests Number, We reserve the right in our sole discretion, to: (i) Change the Event space allocated. (ii) Relocate the Event to an alternative venue; and/or (iii) Implement additional charges. 6.4 Notwithstanding section

6.4 You will always remain liable to pay the Charges in respect of the Guaranteed Guests Number.

6.5 if either the Agreed Guests Number or Final Guests Number increase so that in our opinion, the Event space allocated is too small to accommodate the increase of numbers, We are not obliged to accept the additional numbers. We reserve the right, in Our sole discretion, to either: (i) Cancel the Event and charge client cancellation charges in accordance with section 9 below. (ii) Change the Event space allocated within the Venue. (iii) Relocate the Event to an alternative venue; or (iv) Renegotiate the terms of this Agreement as applicable. In the event We exercise option (ii) or (iii), We reserve the right to implement such additional charges as deemed reasonable in Our sole discretion.

6.6 We reserve the right to change Your assigned Event space to an appropriate alternative space if we have, in Our sole discretion, a reasonable operational reason for doing so. We will endeavour to give You prior notice of such change.

6.7 The facilities available as part of the Event are for Your (and any of Your subsidiaries) exclusive use. The resale of such facilities is not permitted without Our prior written consent.

6.8 The Event shall start and finish at the time set out in the proposal and/or contract document. Should the Event fail to start and finish at such specified times, You shall be liable to pay any additional charges as deemed reasonable in Our sole discretion [(unless such failure is as a direct result of any act or omission made by Us)].

6.9 You may not bring any food or beverages into the Venue for use during the Event, unless agreed in writing in advance with Us. When agreed that such food and drink can be brought into the Venue, additional disclaimers and charges will apply, in Our sole discretion.

6.10 You shall pay any additional sums charged for any food, beverage and/or other services not provided for in the Event package but made available on Your request during the Event.

6.11 Any special dietary requirements should be notified to Us at least three (3) Working Days prior to the Event. 6.12 You will always comply with all applicable laws, including, without limitation, any laws relating to licensing and entertainment, in relation to this Agreement and as applicable to the Event.

7.0 GUEST NUMBERS

7.1 The proposal and/or contract shall specify the Agreed Guests Number that You expect to attend the event and the Guaranteed Guests Number of guests that We will accept for the event.

7.2 You must notify Us of the final number of guests attending the event at least ten (10) Working Days prior to the Arrival Date of the Event (the “Final Numbers”). Any changes to the number of guests due to attend the Event after this time will only be accepted in Our sole discretion. If accepted, We reserve the right to implement such additional charges as deemed reasonable in Our sole discretion.

7.3 You will provide a rooming list for any guestrooms booked to Us, at least ten (10) Working Days prior to the Arrival Date of the Event. 7.3 The Charges will be calculated according to the highest of either the Guaranteed Guests Number or the Final Guests Number attending the Event.

8.0 CLIENT OBLIGATIONS

8.1 For the avoidance of doubt all delegates, attendees and guests at the Venue must comply with any terms and conditions, policies or procedures as notified to them whilst on the premises. We reserve the right to refuse (in Our absolute discretion) entry to any person.

8.2 You shall always use Your best efforts to ensure that: (i) delegates and all other attendees (including any agents and/or sub-contractors) do not cause any property damage in the relevant Event space and other area of the Venue; and (ii) the conduct of: (a) You (including agents and/or sub-contractors); and/or (b) any entertainers hired by or on behalf of Your or any of Your delegate attendees or guests; and (c) delegate attendees or guests, during the Event is ‘appropriate’. Any statement or conduct that (in Our absolute discretion) is defamatory, racist, likely to cause or stir any threatening behaviour or may bring Our or the Venue’s name into disrepute shall deemed as not ‘appropriate.’

8.3 Should any of the events specified in section .2 (i) and/or (ii) occur, We reserve the right in Our sole discretion to charge any additional costs to You as we deem necessary (acting reasonably).

9.0 CANCELLATION BY CLIENT

9.1 Where You have paid for the Event by way of a pre-payment, We shall be entitled to retain any amount of that has been pre-paid should You cancel the Event.

9.2 Where You have not paid for the Event by way of pre-payment, the fee payable by You shall be in accordance with the Cancellation Schedule below.

9.3 Following entry into this Agreement, if You cancel or postpone an Event, or part of the Event (e.g. a meal, accommodation, duration of the Event or hire of Event space) cancellation charges may apply in accordance with the terms of this Section 9.

9.4 All cancellations must be received in writing (which can be in electronic form) from You and will take effect from the date of receipt by Us.

9.5 All cancellation charges, as set out in the table below, will be based on the Guaranteed Guests Number and Charges contracted in the Agreement. If no specific Charges are stated, the prevailing rates for such services and/or products available by Us at the Venue will be applied. If no Guaranteed Guests Number is stated, the charges will be based on the maximum guest numbers, theatre style, for the Event space contracted. Up to 12 weeks prior to the function date No charge 12 weeks to 8 weeks prior to function date 25% of contracted anticipated spend incl VAT 8 weeks to 4 weeks prior to function date 50% of contracted anticipated spend incl VAT 4 weeks to 2 weeks prior to function date 75% of contracted anticipated spend incl VAT 2 weeks to function date 100% of contracted anticipated spend incl VAT

9.6 All cancellation fees are inclusive of VAT.

9.7 Following entry into this Agreement, should the Guaranteed Guests Number increase, so that a new applicable cancellation period becomes valid, then the new cancellation period will automatically supersede the previous. Should the Guaranteed Guests Number decrease at any time following confirmation, the cancellation period will not change, even if a new cancellation period is applicable. 9.8 We will make reasonable efforts to re-let the Event space if cancelled by You. We may, in Our sole discretion, reduce Your cancellation charges by an appropriate amount based on the value of any alternative business We have secured in relation to re-letting the Event space.

10.0 CANCELLATION BY THE VENUE

10.1 We may cancel the booking of an Event if: (i) You commit a material breach of this Agreement which, if remediable, is not remedied within [seven (7) calendar days] of receiving notice of such breach. In such an event, You shall be responsible for any direct costs we have incurred in respect of the Event (acting reasonably). In the event that You have paid for the Event by way of Pre-Payment, We shall not be under any obligation to refund any pre-payment paid nor any other amount of the Charges paid to You and You shall be liable to pay any outstanding Charges in respect of the Event.

10.2 We may cancel the booking of an Event if: (i) The booking may prejudice Our and/or the Venue’s reputation; or (ii) We become aware of any deterioration in Your financial situation such that We reasonably consider that You may not be in a position to fulfil Your obligation(s) under this Agreement. In either of such events, You shall be responsible for any direct costs we have incurred in respect of the Event (acting reasonably). In the event that You have paid for the Event by way of Pre-Payment, We shall refund any pre-payment paid plus any other amount of the Charges paid to You less an amount equal to the direct costs We have incurred in respect of the Event (acting reasonably).

11.0 CREDIT

11.1 Credit facilities will only be made available by Us, subject to a satisfactory check on Your current credit status. Credit facilities must be finalised at least twenty-one (21) calendar days prior to the Arrival Date. A credit application form is available on request from Us. 11.2 We reserve the right to re-check Your credit status at any time before the commencement of the Event and reserve the right to increase the amount of deposit [and/or pre-payment], should there be a negative change in financial status. You expressly consent to Us conducting any such checks.

12.0 INSURANCE

12.1 You shall, at Your own cost and expense, obtain and maintain in full force and effect during this Agreement public liability insurance and third-party liability insurance.

12.2 The limit in respect of each of the public liability insurance and third-party liability insurance shall be not less than £5,000,000 (five million pounds sterling) per occurrence.

12.3 We recommend that You obtain insurance for the Event which covers: (i) The risk that We are required to cancel the Event due to circumstances outside of Our control pursuant to Section 13; and (ii) Any high value equipment you may bring to the Event (as applicable).

13.0 FORCE MAJEURE

13.1 Where a Force Majeure Event occurs, or is reasonably likely to occur (as determined in Our sole discretion), We shall not be liable to the extent We are delayed in or prevented from performing Our obligations under this Agreement due to such Force Majeure Event, and Our obligations shall be suspended for the duration of the Force Majeure Event, provided We: (i) promptly notify You of the Force Majeure Event and its expected duration (if known). (ii) use Our reasonable endeavours to minimise the events of the Force Majeure Event; and (iii) keep You informed of the status of the Force Majeure Event and its impact on the performance of this Agreement.

13.2 If, due to a Force Majeure Event, We: (i) are, or are likely to be, unable to perform a material obligation; or (ii) are, or are likely to be, delayed or prevented from performing Our obligations for a continuous period of more than seven (7) Working Days, We may either, in our sole discretion terminate this Agreement and cancel the booking on written notice to You, or We will re-negotiate the Agreement in good faith with You to achieve, as nearly as possible, its original commercial intent.

13.3 Where We terminate this Agreement and cancel the booking in accordance with this Section 13, We shall refund any deposit plus any other amount of the Charges paid to You less an amount equal to the direct costs We have incurred in respect of the Event (acting reasonably).

14.0 COVID-19

14.1 Both parties acknowledge the on-going COVID-19 crisis in the UK and accept their obligation to comply with any official guidance from UK Government. The parties agree to communicate without delay any issues they may have in performing their obligations under this Agreement. You acknowledge that COVID-19 may require Us to take one or more of the following measures for the safety of Our staff and the safety of delegates attending the Event: (i) Impose maximum delegate numbers at the Event. (ii) Limit food or drink availability. (iii) Impose specific requirements regarding personal protective equipment such as the wearing of masks. (iv) Restrict the number of overnight stays (if applicable). (v) Limit any planned entertainment for the Event; and/or (vi) Designate alternative entrance and exit routes.

14.2 In some circumstances We might consider revising the Charges: (i) if We are obliged to do so due to specific Government restrictions to close the Venue, We may offer You an alternative date for the Event however if that cannot be agreed the booking will be deemed cancelled with any deposit being returned in full without any requirement for further payment. (ii) if You are unable to provide the Agreed Guests Number due to infections or travel restrictions, We may offer you either a proportionate reduced amount of the Charges for the Event or agree to cancel the booking and return Your deposit and any additional sums already paid. If the Guaranteed Guests Number decreases below 70% (as must be notified to Us by You in writing a minimum number of fifteen (15) Working Days prior to the Event), We reserve the right to cancel the booking. In such an event, We shall refund any deposit plus any other amount of the Charges paid to You less an amount equal to the direct costs We have incurred in respect of the Event (acting reasonably).

15.0 LIMITATION ON LIABILITY

15.1 The extent of our liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Section 15.

15.2 Subject to Section 15.3: (i) We shall not be liable for any loss or damage to property suffered by You (or any of Your delegate attendees or guests). (ii) We shall not be responsible for death, personal injury or loss or damage to property suffered by You or any of Your delegate attendees or guests resulting from You, or any delegate attendees or guests, entering areas of the Venue which are indicated as being closed to the public. (iii) Our total liability shall not exceed the sum of the Charges paid by You in respect of the Event. (iv) We shall not be liable for consequential, indirect, or special losses.

15.3 Notwithstanding any other provision of the Agreement, Our liability shall not be limited in any way in respect of the following: (i) Death or personal injury caused by negligence. (ii) Fraud or fraudulent misrepresentation; or (iii) Any other losses which cannot be excluded or limited by law.

15.4 You shall be responsible for: (i) Any property damage in the Event space used; and/or (ii) Any acts or omissions of (a) You (including any of Your delegate attendees or guests and agents and/or sub-contractors); (b) any entertainers hired by or on behalf of You; and/or (c) any of Your delegate attendees or guests, including without limitation any statement or conduct that is defamatory, racist, or otherwise brings Our or the Venue’s name into disrepute. 160

GENERAL

16.1 A reference to Sections are to the sections of this Agreement; a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; words importing one gender include any other gender and words importing the singular include the plural (and vice versa), any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to "writing" or "written" includes emails.

16.2 You shall not assign, transfer or sub-contract any of your obligations in this Agreement without Our prior written consent.

16.3 The parties are independent contractors contracting on their own behalf and nothing in this Agreement shall be construed as creating a partnership or an agency relationship between them.

16.4 Failure by Us to exercise rights under this Agreement shall not constitute a waiver.

16.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives) and, for the avoidance of doubt, no other terms, and conditions from any correspondence between the parties shall form part of the Agreement.

16.6 This Agreement constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes cancels and nullifies any previous agreement between the parties relating to the Event and this Agreement comprises all the terms (including representations and warranties) relating to the Event. Further, each party acknowledges that in entering into this Agreement it has not relied on any oral or written representations, warranties, or other assurances (except as provided or set out in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof except that nothing in this Agreement will exclude any liability for fraudulent misrepresentation.

16.7 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

16.8 A person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement. Any right or remedy of a third party which exists or is available apart from the Act is not affected. 16.9 This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.

17.0 COMMISSION

17.1 A venue finding fee may be paid at Our sole discretion to a third-party IATA approved agency.

17.2 The venue finding fee will be paid on the net value of pre-contracted charges.

17.3 The venue finding fee will not apply to audio visual equipment including production design and equipment.

17.4 The venue finding fee will not apply to any third-party supplier costs.

17.5 The venue finding fee will be paid within 30 days of the final Event balance being settled in full. Full terms and conditions are detailed above. I confirm that I have read and agree to the terms and conditions. This is confirmation that I wish to proceed with this agreement. Client Name (PRINT) Signature & Date Venue Contact Name (PRINT) Signature & Date Once reviewed and signed, please email a copy to the relevant events consultant at the venue. Alternatively, you may, if you wish, post the signed agreement back to the venue at the following address: The Conference & Events Office The Eastside Rooms 2 Woodcock Street Birmingham B7 4BL