GENERAL TERMS AND CONDITIONS

DEFINITIONS AND INTERPRETATION

Additional Requirements Means those specific requirements imposed upon the Promoter, as set out in Schedule 1

Allocated Space Means the space(s) within the Venue allocated by Midsummer Place to the Promoter for the performance of the Promotional rights, as set out in paragraph 6 of the Contract Details and as varied from time to time by Midsummer Place.

Commencement Date The date agreed for the commencement of use of the Allocated Space, as set out in paragraph 4 of the Contract Details

Contract Means together the Contract Details, these General Terms and Conditions, the Additional Requirements and the Promotional Rights

Event of Force Majeure Any event beyond the reasonable control of the party affected by the event and Force Majeure should be construed accordingly

Excluded Activities Those activities and purposes set out in paragraph 8 of the Contract Details as varied or added to from time to time by notice in writing to the Promoter by Midsummer Place Ltd.

Fee The sum payable by the Promoter to Midsummer Place, as set out in paragraph 7 of the Contact Details. VAT is payable by the Promoter in addition to the Fee.

Midsummer Place Means the company specified in paragraph 1 of the Contract Details

Promotion Means any single use of the Promotional rights

Promotion Materials All and any materials used by the Promoter for the performance of the Promotional rights, including but not limited to posters, graphics, leaflets, display stands and any other related equipment utilised by the Promoter in accordance with the Contract

Venue Requirements Means the particulars of the Venue Requirements granted to the Promoter, as set out in Schedule 3

Promoter Means the person, firm or company entering into this Contract with Midsummer Place Ltd as specified in paragraph 2 of the Contract Details

Term The period from the Commencement Date to the Termination Date

Termination Date The date agreed for the cessation of use of the Allocated Space as set out in paragraph 5 of the Contract Details

Venue Means the Shopping Centre at which the Promoter’s Promotion / advertising is to take place under the Contract, as specified in paragraph 3 of the Contract Details

Venue Management Means the management functions of the Venue

1. APPLICATION OF THESE TERMS AND CONDITIONS

This Contract forms the entire agreement between the parties on its subject matter and supersedes all previous Contract s, arrangements, representations (other than fraudulent misrepresentations) or understandings between the parties.

2. GRANT

2.1 In consideration of payment of the Fee in accordance with clause 6, Midsummer Place grants to the Promoter the Promotional rights subject to the Terms and conditions of this Contract.

2.2 The Promoter shall comply at all times with the Terms and conditions of this Contract and in particular, the Additional Requirements.

2.3 The Promoter will occupy the Allocated Space as a Licensee and will not have any right to exclusive possession of the Allocated Space. Midsummer Place shall have the right to relocate the position of the Allocated Space at any time.

2.4 The Promoter may occupy the Allocated Space (as varied from time to time) for the Term.

2.5 The Promoter acknowledges that nothing in this Contract is intended to create the relationship of landlord and tenant between the Promoter and Midsummer Place.

3. AUTHORITY

The Promoter warrants and represents to Midsummer Place that it has all necessary authority, power and capacity to enter into and perform this Contract and that all necessary actions have been taken to enter into it properly and lawfully.

4. STATUS

4.1 The Promoter warrants and represents that it is not entering into this Contract as agent (whether undisclosed or otherwise) on behalf of a third party.

4.2 Clause 4.1 shall not apply if Midsummer Place has given its prior written consent to the Promoter to enter into this Contract as agent on behalf of its principal.

5. METHOD OF USE OF ALLOCATED SPACE

The Promoter shall be responsible for the installation use and maintenance of the Promotion Materials and should any damage whatsoever be occasioned by any act or omission of the Promoter, its servants or agents, such damage shall be made good by Midsummer Place and all reasonable costs incurred in relation to making such damage good shall be paid by the Promoter to Midsummer Place within 30 days of the date of any invoice issued by Midsummer Place. No alteration shall be made to the structure or the decoration of the Allocated Space or any other part of the Venue without the prior approval in writing of Midsummer Place and upon the expiration or sooner Termination of this Contract the Promoter shall restore it to its former condition as required by Midsummer Place.

6. CHARGES AND CANCELLATIONS

6.1 The Promoter shall pay the Fee to Midsummer Place through Eventbrite as per Eventbrite Terms and Conditions.

6.2 Midsummer Place may Terminate/postpone/suspend any Promotion or Terminate the Contract:

6.2.1 With immediate effect by notice in writing at any time before the Commencement Date; or by giving 14 days notice in writing on or after the Commencement Date.

6.2.2 With immediate effect by notice in writing at any time before, on or after the Commencement Date for non payment by or insolvency of the Promoter.

6.2.3 In the event of cancellation by Midsummer Place for Midsummer Places’ convenience following the Promoter’s payment in full or part of the Fee, the Promoter shall (i) if cancellation is more than 7 days prior to the Commencement Date be reimbursed any Fee already paid via Eventbrite (ii) if cancellation is less than 7 days prior to the Commencement Date not be reimbursed any Fee and Commencement Date be postponed.

6.3 Unless a Promotion or the Contract is cancelled or postponed by Midsummer Place in accordance with clause 6.2, a Promoter who fails to utilise the Allocated Space for the Term will remain liable to pay the Fee in full due under this Contract .

6.4 Midsummer Place reserves the right to give reasonable notice of a change in either the Fee or the provisions of any of these general Terms and conditions or the Contract Details. In the event of the service of any such notice, the Fee payable and the Terms and conditions applicable shall be those set out in such notice.

7. EXCLUDED ACTIVITIES

7.1 Midsummer Place will not accept for display or distribution any Promotion Materials nor any use of the Allocated Space which falls within the Excluded Activities and reserves the right to require the Promoter to remove immediately from the Allocated Space any Promotion Materials or other things which in the reasonable opinion of Midsummer Place is or may be detrimental to or not in keeping with the standards and image expected in a high class shopping centre. In such event, the Promoter shall not be entitled to any refund of the Fee whatsoever.

7.2 Midsummer Place reserves the right to Terminate, suspend or alter any Promotional activities, events or Promotion Materials which it considers, at its absolute discretion, are in breach of this agreement or are causing unnecessary disruption or problems within the Venue or are otherwise inappropriate.

ENTRY UPON THE VENUE

8.1 Midsummer Place will permit the Promoter, its agent, sub contractors or any person for the time being in the employ of the Promoter to enter the Venue at all reasonable times solely for the purpose of carrying out in a proper manner its obligations under the Contract and in any event only:

for the purpose of performing the Promotional rights;

for the purpose of inspecting the Allocated Space; or

for the purpose of installing, maintaining, renewing or removing electrical or other equipment, but in each case only at such reasonable times as may from time to time be agreed by Midsummer Place.

8.2 By midnight of the last day of the Term of the Allocated Space, all Promotion Materials must be removed by the Promoter or its agent or employees. If any Promotional Material is not so removed it may be removed by Midsummer Place or its nominated representatives and any costs so incurred by Midsummer Place shall be reimbursed by the Promoter. This will incur a removal cost to the Promoter. In any event if any Promotional Material remaining at the Venue is not removed or collected by the Promoter within 24 hours of the last day of the permitted occupation of the Allocated Space, then the same shall become the property of Midsummer Place and shall be disposed of in such manner as Midsummer Place thinks fit. Where the products are not owned by the Promoter, the Promoter will procure for Midsummer Place equivalent rights regarding the disposal of the products.

8.3 On written request from Midsummer Place, the Promoter shall immediately cease to employ on the Allocated Space or Venue any person who is guilty of conduct which in the sole opinion of Midsummer Place is prejudicial to the proper management of the Allocated Space or Venue or in the interest of Midsummer Place or the Venue or who fails to observe any of the Terms of this Contract.

9. WARRANTY AND INDEMNITY

9.1 Midsummer Place gives no warranty (and any such implied warranty is excluded) as to the suitability of the Allocated Space or the Venue for the purposes of performing the Promotional Rights.

9.2 The Promoter shall indemnify and keep indemnified Midsummer Place against a breach of

clause 12.5 and all losses and claims for injuries or damage to any property whatsoever or to any person which may arise out of or in consequence of the entry upon the Venue of the Promoter’s employees (or any person authorised by the Promoter) for the purposes of installing, inspecting or removing the Promotion Materials or for any other purpose (including, without limitation, performance of the Promotional Rights).

9.3 The Promoter warrants that:-

it will be responsible for obtaining and paying for all necessary licences and consents for the display of any Promotion Materials or the appearance of any person in any Promotion Materials; and the display or use of any Promotion Materials will not infringe the copyright, trade mark or any other intellectual property rights of any third party

9.4 The Promoter indemnifies and keeps indemnified Midsummer Place against all claims, demands, proceedings, damages, costs, charges and expenses arising from breach by the Promoter of the above warranties or in any other way arising out of the display or use of the Promotion Materials.

9.5 The Promoter agrees to pay and discharge all existing and future business rates, taxes, duties and assessments payable in respect of the Allocated Space and the Promotion for any part of the Term. Where they are not separately assessed the Promoter shall pay a fair proportion as determined by Midsummer Place or Midsummer Places surveyor, but only where those assessed on or payable by Midsummer Place are increased as a result of the Promoter’s use of the Allocated Space.

9.6 This clause 9 shall survive Termination or expiry of this Contract.

10. NOTICES

Any notices required to be given hereunder shall be deemed effectively served 48 hours after despatch by first class post to the relevant address set out in the Contract Details.

11. ALIENATION

It is not the intention of the parties to create any tenancy or Licence over the Allocated Space in favour of the Promoter.

12. PROMOTER’S OBLIGATIONS

The Promoter at all times shall:

Compliance with Trading Regulations

12.1 observe all Acts of Parliament and all regulations and byelaws of the local authority and other official bodies to the sale of goods and trading and shall not sell or display for sale any merchandise from or use the Allocated Space in any way other than set out in the Promotional Rights, nor offer any goods for sale or conduct any Promotional Activities outside the limits of the Allocated Space.

Nuisance

12.2 not do or permit to be done anything which in the opinion of Midsummer Place may be or become a nuisance to any members of the public, other retailers at the Venue, Venue Management or Midsummer Place.

Access etc by Midsummer Place or Venue Management

12.3 not impede in any way the officer’s servants or agents of Midsummer Place, the Venue or the Venue Management in the exercise by them of its rights of possession and control of the Allocated Space.

Compliance with Fire Regulations

12.4 Observe and comply with all fire regulations and directions in relation to fire regulations specified by Midsummer Place or the Venue Management or the local fire authority or required by statute.

Compliance with Health and Safety Regulations

12.5 Observe and comply and ensure its employees, agents and sub-Contractors observe and comply with (i) all regulations and all requirements of the Health and Safety at Work Act 1974; (ii) any other relevant health and safety regulations; (iii) any other regulations relating to employees so far as they relate to the Allocated Space; (iv) Venue’s and Midsummer Places’ own health and safety rules, regulations and documentation; and (v) the other health and safety and fire rules, regulations and obligations set out in this Contract (together, the “H&S Documentation”). In order to comply with this clause 12.5, the Promoter shall request the relevant Venue and Midsummer Places’ health and safety documentation from Midsummer Place and the Venue and ensure that its employees, agents and sub-contractors are fully aware of their obligations in respect the H&S Documentation. If requested, the Promoter shall provide evidence of its compliance with this clause 12.5 together with evidence of the competence of its agents and sub-Contractors.

Insurance

12.6 Adequately insure all Promotion Materials placed in the Allocated Space and ensure that it has adequate public liability insurance in an amount of at least £10 million, in respect of the Promoter’s performance of the Promotional rights and in both cases shall, upon request, produce satisfactory evidence (including evidence of payment of premiums) of such insurance to Midsummer Place and/or the Venue Management.

12.7Provide Midsummer Place with the names of its employees, agents or sub-Contract ors who will attend the Venue.

13. FORCE MAJEURE

13.1 Neither party will be liable for any breach of its obligations resulting from an Event of Force Majeure, provided that it has and continues to comply with its obligations set out in clause 13.2.

13.2 If a party’s performance of its obligations under this Contract is affected by Force Majeure:

13.2.1 It will give written notice to the other party, specifying the nature and extent of the Force Majeure, within seven days of becoming aware of the Force Majeure and will at all times use all reasonable endeavours to bring the Force Majeure event to an end and, whilst the Force Majeure is continuing, to mitigate its severity, without being obliged to incur any expenditure;

13.2.2 Subject to the provisions of clause 13.1, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event;

13.2.3 It will not be entitled to payment from the other party in respect of extra costs and expenses incurred by virtue of the Force Majeure.

13.3 If the Force Majeure in question continues for more than one month, the party not subject to the Force Majeure may give written notice to the other to Terminate this Contract. The notice to Terminate must specify the Termination Date, which must not be less than 14 days after the date on which the notice is given and once such notice has been validly given, this Contract will Terminate on that Termination Date.

13.4 If the Contract is Terminated in accordance with clause 13.3, then neither party will have any liability to the other except that rights and liabilities which accrued prior to such Termination will continue to exist.

14. ALTERATIONS

If, at any time during the Term, the Promotional Mall Unit becomes obscured or unfit for display for more than thirty days, the Promoter may request an alternative position and Midsummer Place will use reasonable endeavours to provide a location of equal or better footfall. If the Promoter, in its reasonable opinion, is not satisfied with the alternative position after 2 months trading, the Promoter can serve 30 days notice to Terminate the Contract

If Midsummer Place intends to carry out redevelopment or works of construction to the Venue (or any part thereof) and such works cannot reasonably be carried out Midsummer Place can request that the Promoter relocates the Promotional Mall Unit giving one months prior written notice to a location to be agreed. Midsummer Place will use reasonable endeavours to provide a location of equal or better footfall. If the Promoter in its reasonable opinion is not satisfied with the alternative position within 2 months trading, the Promoter can serve 30 days notice to Terminate the Licence.

15. WAIVER

The failure or delay by either party to exercise or enforce any of its rights or to enforce any obligation which the other party is in breach of under this Contract is not a waiver of that right nor will it bar enforcement of that obligation (or any similar or other obligation) at that time or at any subsequent time.

16. VARIATION

No variation to this Contract shall take effect unless and until agreed to in writing by both parties

17. ASSIGNMENT

The Promoter shall not assign its rights under this Contract without obtaining the prior written consent of Midsummer Place Ltd. Midsummer Place Ltd shall be entitled to assign its rights under this Contract subject to having provided the Promoter with prior written notice.

18. MIDSUMMER PLACE ACTING THROUGH REPRESENTATIVES

Midsummer Place Ltd shall be entitled to exercise its rights and obligations in relation to this Contract through the Venue Management or such other party as Midsummer Place Ltd may notify the Promoter of from time to time.

19. ENFORCEMNENT BY THIRD PARTIES

Midsummer Place has the right to enforce the Terms of this Contract in accordance with the Contract s (Rights of Third Parties) Act 1999. Except as stated in this clause 18, the parties do not intend that any of the Terms of this agreement will be enforceable by virtue of the Contract s (Rights of Third Parties) Act 1999 by any person not a party to it.

20. LAW

This Contract is governed by and to be construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.

ADDITIONAL REQUIREMENTS

In order to comply fully with the Venue Fire Regulations, Health and Safety Regulation and the General Terms and Conditions, there are certain requirements that the Promoter must fulfil before being granted access to the Venue by Midsummer Place Ltd. These are set out below.

REQUIRED DOCUMENTATION

Midsummer Place Ltd requires:

A copy of the Promoter’s public liability insurance (at least £5 Million)

Full details and risk assessment for any Promotional Material being installed

A method statement outlining your procedure

Eventbrite booking confirmation

TO COMPLY WITH HEALTH AND SAFETY POLICIES

Midsummer Place Ltd requires:

All Promotional Material to be detailed and agreed in advance with appropriate certification, risk assessments and method statements supplied

All electrical equipment should be PAT tested and display the relevant certification.

Midsummer Place Ltd requires certification stating that all installations are surface zero rated
Any stand or structures must be correctly and safely installed. Promotional Material must be set-up and dismantled outside the usual business hours of the Venue. Midsummer Place Ltd reserves the right to ask the Promoter to remove any Promotional material which, in its absolute discretion, it considers to be unsafe or causing a hazard.
The Promoter’s activities are limited to the Allocated Space and such should be kept clean and tidy as befitting the Venue. Removal and safe disposal of waste is the Promoter’s responsibility;
No sampling or sale of products may be undertaken other than previously agreed in relation to the Venue Requirements. Sampling is only permitted on products available from retailers within the Venue or products entirely non-competitive with retailers within the Venue.
The Venue is a very customer friendly environment and Promoter is to ensure that it conducts its business in a manner befitting the Venue and which does not cause annoyance or offence to others. No music or microphones should be used unless previously agreed. All of the Promoter’s staff should be dressed appropriately and easily identified as relating to the Promotion concerned.
Agency and company staff and any other Contract ors must comply with Venue Health & Safety regulations.

Electrical cabling must be securely matted.

VEHICLE PROMOTIONS

Vehicles should be brought into the centre via the “horseshoe” accessible from the Saxon Gate / Midsummer Boulevard junction. The vehicle will need to be escorted from the road through the centre. Wooden boards must be laid to protect the slabs and entrance matting. This is the responsibility of the promoter to arrange with the site team. Before arriving at the centre, cars must be drained of all fuel and the battery disconnected. Drip tray must be underneath to avoid any potential damage caused by oil or other liquid leaks. This must always remain as such whilst any car is inside the centre.

On installation and removal of the Promotion a Health and Safety Checklist will be completed.

VENUE REQUIREMENTS

This information has been put in place to ensure the Venue, the Promoter and members of the public are protected and the Promoter’s business gets the best return possible from using the Venue.

Failure to comply may result in the Promoter being asked to vacate the Allocated Space and the Venue.

Please ensure that any staff or Contract ors employed to work on any aspect of your Promotion are aware of these rules and regulations.

HEALTH AND SAFETY

ACCIDENTS AND FIRST AID

A number of centre Staff are trained in first aid. To obtain first aid assistance contact the Control Room on 01908 557 008.

FIRE AND EMERGENCY

Action on discovering a fire or suspect package:

Remain calm and act methodically and speedily.

Immediately break the nearest Fire Alarm call point glass panel (the heel of a shoe will assist you if no hammer is available). If you have no call point contact a member of security team or the Control Room immediately by telephone on 01908 557 008.

Telephone the Fire Brigade:

- Lift the receiver and dial 999.

- Give the Operator your telephone number and ask for “Fire”

- When the Fire Brigade replies say distinctly: FIRE AT Midsummer Place SHOPPING CENTRE and inform them of the exact location by unit, Name and Mall etc.

If safe to do so, attempt to extinguish the fire, BUT WITHOUT TAKING PERSONAL RISKS.

Should you hear the evacuation message “this is an evacuation, please leave the centre at your nearest exit” then you need to evacuate your unit immediately via the nearest exit. (If possible, you should close all doors and windows to prevent the spread of fire, heat and smoke).

Customers should be guided out and directed to an area that is not under evacuation (e.g. another zone). Midsummer Place team will be on hand to guide customers but are not responsible for evacuating your unit.

If it is a suspect package then do not touch the item, contact control for assistance on 01908 557 008.

ACTION ON HEARING A FIRE ALARM

As soon as a Fire Alarm signal is received within Midsummer Place Control Room a number of procedures begin. Described below are the actions that are taken by Midsummer Place Team.

A member of Midsummer Place team is sent to investigate the cause of the activation.

Should a fire be discovered then a pre-arranged message is transmitted over the radio and the tannoy system alerting members of staff that they need to follow the fire procedures.

All available members of Midsummer Place team will attend the affected zone to carry out their specific role. In general these are to help evacuate the affected zone and prevent others from entering the zone. Your location will determine your assembly point, you will be advised of these at your induction to the centre.

Members of Midsummer Place team will be at the assembly point and will ensure that you are kept up to date as to what actions are being taken once the evacuation is complete.

Keep all areas clear and do not block fire exits. Do not allow rubbish to accumulate. Rubbish and waste materials are to be properly bagged or placed in suitable containers before removal from the Centre. Rubbish must not be left on the premises.

Any stand or structures must be correctly and safely installed. We reserve the right to ask you to remove any equipment that is considered to be unsafe or causing a hazard.

Stands must be staffed at all times during the centre’s trading hours, including late night trading and should not be left unsupervised under any circumstances.

Trading hours:

Monday 9.30am to 6pm

Tuesday 9.30am to 6pm

Wednesday 9.30am to 6pm

Thursday 9.30am to 8pm

Friday 9.30am to 8pm

Saturday 9.00am to 7pm

Sunday 11am to 5pm

Bank Holidays 9.30am to 6pm

Christmas and Easter opening hours are subject to change. Please check with the venue for details.

EXCLUDED ACTIVIITES

Smoking and Alcohol

Midsummer Place is a ‘non-smoking’ Centre however smoking is permitted outside the Centre. The consumption of alcohol on the premises is strictly prohibited, unless it is purchased from a licenced Midsummer Place business, with a meal and consumed in the designated tables within the boulevard food court. Eating and drinking are not permitted on the Promotional stand.

Leafleting

No leafleting is permitted in the Venue other than that agreed in relation to the Promotional Rights and then only in the Allocated Space

Helium Balloons

Due to the sensitivity of our fire detection system we do not permit helium balloons to be distributed within the scheme.

OTHER

Professional conduct

All of your staff should be dressed appropriately and easily identified as relating to your Promotion.

Please stay within the areas that have been agreed for your Promotion and do not pester customers.

If you wish to use other areas please contact the Marketing Manager or Marketing Executive to see if this is possible. As we have many restrictions on where we can hold Promotions it may not always be possible to accommodate your request, but wherever possible we will do our utmost to help. Unfortunately you will be asked to stop any activity which has not been agreed.

Signage and presentation

Exhibitors are expected to present their displays professionally. Hand-written and fluorescent posters are unacceptable. Back-up stock must be kept out of sight at all times, storage is not provided on the malls due to fire regulations. Our marketing department must approve all advertising literature in advance. Staff should take care not to damage the floors, walls or any other items belonging to Midsummer Place.

Photography and Filming

Press, photography, filming and usage thereof needs to be agreed in advance. Footage taken of Midsummer Place remains the property of Centre Management.

Personal belongings

Personal belongings and money should not be left unattended and the Centre will not be responsible for any loss or damage. If collecting personal data relating to customers or potential customers as part of your Promotion, compliance with the Data Protection Act is a legal requirement.

SETTING UP AND DISMANTLING YOUR EVENT

All Promoters must arrive and sign in with security at centre management, before making their way to the mall. This will ensure set-up is in the correct place and any requirements can be followed through at this time.

*** Delivery, set-up and dismantling must take place out of hours ***

Please ensure that movement of equipment is made through the service corridors and lifts and that the mall floor is not damaged during installation. Request assistance if you need guidance to your Promotional area.

Set up and dismantling must be done whilst the centre is closed to the public.

Once your booking is confirmed, prior to your booking period, you will need to register and then request access on our online RAMS portal, contractor tracker. The link to the portal is https://mkshoppingcentre.ctracker.co.uk/ . To register you will need to upload a public liability certificate that is valid for the booked dates. To request access, you will need to upload a method statement, risk assessment and any other relevant supporting documentation (PAT certificates, Food hygiene certificates, IPAF etc,) as appropriate for your booking. Each stage must be submitted for review by the centre’s compliance team.

Contact Numbers

All of your queries can be dealt with by the switchboard on 01908-557000 who will assist or re-direct you accordingly.