1 INTERPRETATION
1.1 In these Conditions:
“Additional Service” means such additional service (not being the Service) such as the supply of electricity, rigging services or meeting room space that Ambulex may agree to supply to the Exhibitor.
“Ambulex” means Rescroft Limited (Registered in England Wales under Company Number 02900615).
“Ambulex Event” means the Ambulex 2014 Ambulance, Accessible and Community Vehicle Exhibition.
“Conditions” means these terms and conditions.
“Contract” means the contract constituted by the Offer Letter and these Conditions
“Exhibitor” means the person, firm or company who purchases the Service from Ambulex.
“Exhibitor Space” means either exhibitor space for a vehicle, exhibitor space for an equipment supplier or exhibitor space for a table within the Ambulex Event at the Premises as identified in the Offer Letter.
“IEC Ex” means IEC Experience Limited
“IEC Ex Terms” means the Licensee Obligations, the association of Event Organisers e-Guide found at www.aev.org.uk/files/dec_2012_clean_copy_2.pdf and any other terms from time to time that IEC Ex requires Ambulex to ensure exhibitors and/or visitors at the Ambulex Event comply with.
“Licensee Obligations” means the obligations set out at Schedule 1 and imposed upon Ambulex by IEC Ex.
“Offer Letter” means the letter offering the Exhibitor Space sent to the Exhibitor by Ambulex.
“Premises” means the Ricoh Arena, Coventry, West Midlands CV6 6GE.
“Service” means the provision to the Exhibitor of Exhibitor Space at the Premises for the duration stated in the Offer Letter together with two car park spaces per day during the Ambulex Event.
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.
“Visitor Terms” means the Visitor Terms and Conditions for the Event, a current copy of which has been supplied to the Exhibitor.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A reference to writing or written includes faxes and e-mail.
1.4 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.5 References to conditions are to the conditions of the Contract.
2 APPLICATION OF CONDITIONS
2.1 These Conditions shall:
2.1.1 apply to and be incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Exhibitor's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Exhibitor, or implied by law, trade custom, practice or course of dealing.
2.2 The Exhibitor's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
3 AMBULEX'S OBLIGATIONS
3.1 Ambulex shall use reasonable endeavours to provide the Service. The Exhibitor acknowledges that Ambulex cannot guarantee to provide the Service as the Exhibitor Space is made available to Ambulex by IEC Ex and it is a term of Ambulex’s agreement with IEC Ex that IEC Ex can terminate that agreement in circumstances where there is no default on the part of Ambulex.
3.2 Ambulex cannot guarantee the availability of any Additional Service to the Exhibitor and the Exhibitor acknowledges that any Additional Service may be available only as an added benefit and that in the event that any Additional Service is not available, the Exhibitor shall not be entitled to any refund of the price paid (or any part of it) for the Exhibitor Space nor to terminate the Contract.
3.3 In the event that any Additional Service is not available to the Exhibitor and the Exhibitor has paid sums to Ambulex specifically for the provision of such Additional Service, Ambulex’s liability shall be limited to the reimbursement of such sums paid by the Exhibitor to Ambulex for such Additional Service.
3.4 Ambulex reserves the right to revise the layout of the Ambulex Event and accordingly reserves the right to move any Exhibitor Space from the area allocated in the Offer Letter. Ambulex shall endeavour to provide reasonable notice of such a revision to the extent that this is reasonably practicable.
4 PROVISION OF ANY ADDITIONAL SERVICE
Any Additional Service that the Exhibitor requires and which Ambulex agrees to provide shall be subject to the payment by the Exhibitor of such additional charges and by such date as Ambulex stipulates to the Exhibitor.
5 EXHIBITOR 'S OBLIGATIONS
5.1 The Exhibitor shall:
5.1.1 co-operate with Ambulex in all matters relating to the Service;
5.1.2 ensure that, at the end of the Ambulex Event, the Exhibitor Space is clean and undamaged and free from rubbish;
5.1.3 comply with the IEC Ex Terms so as to ensure that it commits no act or omission which would result in Ambulex breaching any of the IEC Ex Terms; and
5.1.4 comply with the Visitor Terms as if it were a visitor for the purpose of the same.
5.2 If Ambulex's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Exhibitor, its agents, subcontractors, consultants or employees, Ambulex shall not be liable for any costs, charges or losses sustained or incurred by the Exhibitor arising directly or indirectly from such prevention or delay.
5.3 The Exhibitor shall indemnify Ambulex against all liabilities, costs, expenses, damages and losses sustained or incurred by Ambulex (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Exhibitor's fraud, negligence or breach of any of its obligations under the Contract, any of the IEC Ex Terms and/or any of the Visitor Terms or from the fraud, negligence or such breach by any of the Exhibitor’s agents, subcontractors, contractors or employees.
5.4 The Exhibitor shall not, without written permission from Ambulex:
5.4.1 assign, transfer or sub-let the whole or any part of the Exhibitor Space to any other person or entity; or
5.4.2 offer for sale or sell any goods or services from the Premises.
5.5 The Exhibitor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Exhibitor, arising out of the Exhibitor’s use of the Exhibitor Space, including death or personal injury, loss of or damage to property or any other loss.
6 PAYMENT
6.1 In consideration of the provision of the Service by Ambulex, the Exhibitor shall pay the charges as set out in the Offer Letter in full and in cleared funds, by the dates specified in the Offer Letter, or if no dates are specified, within 14 days of the date of the Offer Letter.
6.2 All charges quoted to the Exhibitor shall be exclusive of VAT, which Ambulex shall add at the appropriate rate.
6.3 Without prejudice to any other right or remedy that it may have, if the Exhibitor fails to pay Ambulex on the due date, Ambulex may:
6.3.1 charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Exhibitor shall pay the interest immediately on demand; and
6.3.2 suspend all Services until payment has been made in full.
6.4 Time for payment shall be of the essence of the Contract.
6.5 Ambulex may, without prejudice to any other rights it may have, set off any liability of the Exhibitor to Ambulex against any liability of Ambulex to the Exhibitor.
7 LIMITATION OF LIABILITY
7.1 This condition 7 sets out the entire financial liability of Ambulex (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Exhibitor in respect of:
7.1.1 any breach of the Contract;
7.1.2 any use made by the Exhibitor of the Service,
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 The Exhibitor acknowledges that it is solely responsible for its personal property, and that of its employees and agents, whilst on the Premises and agrees that Ambulex shall have no liability to the Exhibitor in relation to any damage to, loss of or theft of any property of the Exhibitor, including but not limited to, any vehicle brought onto the Premises.
7.4 Nothing in these Conditions limits or excludes the liability of Ambulex:
7.4.1 for death or personal injury resulting from Ambulex’s negligence; or
7.4.2 for any damage or liability incurred by the Exhibitor as a result of fraud or fraudulent misrepresentation by Ambulex.
7.5 Ambulex shall not be liable for:
7.5.1 loss of profits; or
7.5.2 loss of business; or
7.5.3 depletion of goodwill and/or similar losses; or
7.5.4 loss of anticipated savings; or
7.5.5 loss of property or other goods of the Exhibitor or of any of its contractors or agents; or
7.5.6 loss of contract or opportunity; or
7.5.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
7.6 Ambulex's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid to Ambulex for the Service.
8 TERMINATION
8.1 If the Exhibitor cancels any booking for Exhibitor Space at any time prior to the Ambulex Event, the cancellation should be verbally advised to Ambulex in the first instance. All cancellations must be confirmed in writing.
8.2 If the Exhibitor cancels any booking for Exhibitor Space, the Exhibitor shall pay to Ambulex the sums as follows:
8.2.1 a charge of 50% of the total price quoted when the period of notice is between 3 and 12 months prior to the commencement of the Ambulex Event; and
8.2.2 a charge of 100% of the total price quoted when the period of notice is 3 months or less, prior to the commencement of the Ambulex Event,
together with any additional costs incurred by Ambulex as a direct result of such cancellation.
8.3 The Exhibitor and Ambulex each agrees that the sums in condition 8.2 represent a genuine pre-estimate of Ambulex’s loss as these reflect the cancellation terms imposed upon Ambulex by IEC Ex.
8.4 If any Exhibitor Space cancelled is re-sold, then Ambulex may consider to refund a percentage of monies paid less any costs incurred by Ambulex.
8.5 Ambulex shall be entitled to terminate the Contract without liability to the Exhibitor in the event that the IEC Ex does not approve the Exhibitor.
8.6 Save as provided in condition 8.7 Ambulex shall be entitled to terminate the Contract without liability to the Exhibitor in the event that IEC Ex terminates its agreement with Ambulex in circumstances where Ambulex is not in breach of agreement.
8.7 If termination of the Contract occurs in accordance with condition 8.6 Ambulex shall repay to the Exhibitor any sums paid by the Exhibitor to Ambulex in respect of the services but shall have no other liability.
9 FORCE MAJEURE
Ambulex shall have no liability to the Exhibitor under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by any act, event, omission or accident beyond its reasonable control, including (without limitation) any strike, lock-out or other industrial dispute (whether involving the workforce of Ambulex or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of or non–performance of any supplier or subcontractor of IEC Ex or Ambulex except to the extent that any default or non–performance is due wholly to a breach of contract by Ambulex.
10 SEVERANCE
10.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11 ENTIRE AGREEMENT
11.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
11.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Contract (whether made innocently or negligently) shall be for breach of contract.
11.3 Nothing in this condition shall limit or exclude any liability for fraud.
12 ASSIGNMENT
Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
13 NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14 RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connection with it.
15 NOTICES
15.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, by fax to the other party’s fax number, by email to the other party’s email address or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
15.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the registered office or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
15.3 Any notice or other communication sent by fax shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy is sent by first class pre-paid post to the other party within 24 hours after transmission.
15.4 Any notice or other communication sent by e-mail shall be deemed to have been duly sent on the date of transmission.
15.5 This condition 15 shall not apply to the service of any in any proceedings or other documents in any legal action.
16 GOVERNING LAW AND JURISDICTION
16.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
16.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1
Licensee’s Obligations
The Licensee shall:
i) use the Licensed Premises only during the Licence Period and only for the purpose of staging the Event;
ii) not use the Licensed Premises or any part of it for any activities which are dangerous, offensive, noxious, illegal or immoral or which are or may become a nuisance to the Licensor or the owner or occupier of any neighbouring property;
iii) not do anything which might invalidate any insurance maintained by the Licensor in respect of the Licensed Premises or which might increase the insurance premium payable for the Licensed Premises and in the event of any such increase to pay the Licensor on demand the amount of such increase;
iv) not bring on to the Licensed Premises or any part of it any animals without appropriate certification from the authorised Veterinary Surgeon nor without the prior written consent of the Licensor;
v) not permit any persons to smoke on the Licensed Premises during the Licensed Period other than in areas designated for smoking by the Licensor if any;
vi) observe all Applicable Statutes and obtain all required Licenses relating to the use of the Licensed Premises for staging the Event;
vii) not make any alterations or attachments or additions to the Licensed Premises without the prior written consent of the Licensor;
viii) not assign or dispose of the benefit of this Agreement or any part thereof or permit any other persons to use the Licensed Premises or any part thereof other than as permitted by this Agreement;
ix) comply with all reasonable directions of the Licensor’s executives in any respect with regard to the use and layout of the Licensed Premises and shall supply plans of intended use, refer to handbook for further details;
x) not (without prejudice to the generality of the foregoing) nor shall any person in its employ in connection with hiring of the Licensed Premises attach to the floor, walls, furniture, fittings or other property any nails, screws, hooks unless the prior written consent of the Licensor shall have been given and if the Licensee causes damage to the floors, walls, furniture, fittings or any other such property upon its withdrawal or dismantling of any fixing device or attachment then the Licensor reserves the right to repair such damage at the full cost of the Licensee which shall pay for the same forthwith on demand;
xi) (unless such services are contracted to be provided solely by the Licensor under this Agreement) be responsible throughout the License Period for keeping proper order on the Licensed Premises and providing sufficient supervision and stewarding or additional stewarding where appropriate provided always that at all times during the Licence Period the Licensee shall keep all parts of the Licensed Premises free and open to the access and attendance of emergency services officers and or servants of the Licensor or anyone to whom the Licensor shall allow access for any purpose and further to allow the Licensor access to carry out any repairs decoration or maintenance to the Licensed Premises;
xii) vacate the Licensed Premises promptly at the end of the Licence Period (both as to time and date) and pay to the Licensor the appropriate daily full Licence Charge for every day or part thereof during which the Licensee remains on the Licensed Premises beyond the Licence Period;
xiii) remove before the expiry of the Licence Period all property belonging to it and all refuse and other materials which may have accumulated on the Licensed Premises during the Licence Period and in default the Licensor shall be entitled and is hereby authorised (but shall not be obliged so to do) to remove any such property, refuse or other materials at the full cost of the Licensee which shall pay for the same forthwith on demand and further the Licensee shall indemnify the Licensor against any costs, damages or liability incurred by the Licensor or any subsequent licensee as a result of the Licensee’s failure to comply with the provisions of this clause;
xiv) not permit to be performed on the Licensed Premises any work in which copyright subsists without the previous consent in writing of the owner of the copyright or other person authorised by the owner to give such consent and the Licensee hereby indemnifies the Licensor against all costs of any action or other proceedings commenced against the Licensor in respect of such copyright work performed during the use of the Licensed Premises by the Licensee and including any sums paid by the Licensor in settlement of any such claim whether or not proceedings have been brought and to include all costs and other losses accruing to the Licensor due to the Licensee’s breach of this clause;
xv) at all times and in all respects comply with and only use the Licensed Premises in accordance with the standard conditions attached to public Entertainment Licence issued by the Local Authority in respect of the premises at Ricoh Arena and Licensed Premises (a copy of which standard conditions is available from the Local Authority during normal office hours;)
xvi) not permit any oil or grease or any deleterious, dangerous, poisonous or explosive matter or substance to be discharged onto any flooring or wall surfaces or into any pipes and take all reasonable measures for ensuring that any waste so discharged will not be corrosive or otherwise harmful to the flooring, wall surfaces or pipes or cause obstruction or deposit therein nor discharge or allow to be discharged therein any fluid of a poisonous or noxious nature or of a kind calculated to or that does in fact destroy sicken or injure the fish or contaminate or pollute the water of any stream or river and not do or omit or allow or suffer to be done or omitted any act or thing whereby the waters of any stream or river may be polluted or the composition thereof so changed as to render the Licensor liable to any action or proceedings by any person whomsoever;
xvii) if the Licensee wishes to install temporary boiler steam appliances or hard fuel burning fire or the Event includes the combustion of any material of if any flame or pyrotechnics is produced as part of the Event, submit full details to the relevant licensing officer of the Local Authority and the Licensor and the use of such combustion flame or pyrotechnics shall be subject to the prior written consent of the Licensor and must comply with any requirements of the Local Authorities licensing officer;
xviii) if the Licensee requires any electric wiring to be undertaken at the Licensed Premises, obtain the prior written consent of the Licensor for such wiring and arrange such work to be carried out only by a contractor approved by the Licensor and such contractor shall be appointed by the Licensee at the full cost of the Licensee and such works shall be carried out in accordance with usual British Standards for the use of electrical services any applicable legislation and any regulations laid down by the Local Authority and tot the satisfaction of the relevant Local Authority licensing office;
xix) take all precautions possible to prevent danger or damage by fire;
xx) leave all fire points and accessories uncovered on request to the satisfaction of the Chief Fire Officer of ACL and/or L&C Executive;
xxi) (unless such services are contracted to be provided by the Licensor under this Agreement) be responsible for cleaning up and disposing of rubbish and skips from the Licensed Premises and any part of the premises at Ricoh Arena and during the Licence Period maintain the Licensed Premises maintain the Licensed Premises and at the end of the Licence Period leave the Licensed Premises in a clean and tidy condition to the satisfaction of the Licensor (including, where applicable, cleaning and removing rubbish after each performance) and in default the Licensor shall be entitled and is hereby authorised to clean the Licensed Premises and recover the cost thereof from the Licensee as if it were a debt due from the Licensee to the Licensor;
xxii) at all times during the Licence Period permit all persons duly authorised by the Licensor to enter the Licensed Premises for any purpose;
xxiii)
a) not exhibit or permit any person under its control to exhibit any advertising matter within the Licensed Premises without the prior written approval of the Licensor as to the display, content and positioning of such advertising matter;
b) all publicity material relating to the Event and the Ricoh Arena and/or any of its partners must be approved as per clause xxxiv;
c) not exhibit or permit any person under its control or licensed by it to exhibit any advertising matter which is contrary to any applicable legislation or Local Authority regulations or which is, in the opinion of the Licensor, of an obscene or objectionable nature;
d) at the expiration of the Licence Period remove all such advertising matter and make good to the satisfaction of the Licensor any damage or disfigurement to the walls or other portion of the Licensed Premises caused by advertising matter being placed thereon by it or by its authority and in default the Licensor shall be entitled and is hereby authorised to remove all such advertising matter and recover the cost thereof from the Licensee as if it were a debt due from the Licensee to the Licensor;
xxiv) not during the Licence Period (except with prior written consent of the Licensor) sell, give away or otherwise distribute or permit to be sold, given away or otherwise distributed in or on any part of the Licensed Premises any articles of food drink or tobacco other than those supplied by the Licensor, its agents, contractors, franchisees or sub-lessees;
xxv) procure that, subject to any rules and regulations of the Local Authority and of the electricity supply company and Chief Fire Officer, all artificial lighting of and within the Licensed Premises or any power to be used therein shall be by means of electricity to be supplied in accordance with the regulations of the electricity supply company and no supplementary plant for the generation or supply (other than for distribution from the Licensor’s mains) of electricity or of other means of artificially lighting or generating power shall be installed by the Licensee, its contractors or exhibitors in Ricoh Arena or any part thereof without the previous consent in writing of the Licensor and further the Licensee shall not disconnect parts of the electrical installation at Ricoh Arena nor shall it permit directly or omit to prevent the connection of any apparatus to the electrical installation;
xxvi) not deposit or permit to be deposited any rubbish or refuse at Ricoh Arena unless at the refuse disposal area specially designated by the Licensor for this purpose;
xxvii) not deposit or permit to be deposited or stack or lay out any material on any open land, roads or footpaths surrounding the buildings at Ricoh Arena (whether such land, road or footpath is in the area comprising Ricoh Arena or not);
xxviii) not knowingly cause or permit congestion of the adjoining public highways or footpaths roads or other areas situated within the areas of Ricoh Arena and any adjoining or neighbouring property nor inconvenience any other use thereof and the Licensee shall be responsible for any costs incurred for the control of traffic attributable to the Event (including without limitation any charge made by the police or other authorities);
xxix) not park on or obstruct the access ways giving access to the Licensed Premises and use only those loading and unloading areas designated by the Licensor;
xxx) not (except with prior written consent of the Licensor) use or permit the use of sound or acoustic or other noise-making systems which are or may become a nuisance to the Licensor, any other Licensee of Ricoh Arena or the owner or occupier of neighbouring property;
xxxi) ensure that if it erects structures in the interior of the Licensed Premises (the doing of which shall be subject always to the usual fire and other consents and the prior written consent of the Licensor) it shall not cover over or in an way obstruct any entrances, exits, pass doors or passages, fire door or fire escapes between any halls or any main entrance doors or openings to the Licensed Premises and Ricoh Arena and prior to the expiration of the Licence Period the Licensee shall remove all such structures and make good all damage caused to Ricoh Arena by the erection or removal of such structures or otherwise including any replacement of fittings or decorating work as appropriate and if the Licensee shall fail to remove or make good the same before the end of the Licence Period then the Licensor shall (without prejudice to any of its other rights) be entitled to do so and to recover all costs thereby incurred from the Licensee together with the amount of any claim made against the Licensor by any other licensee prevented from obtaining access to the Licensed Premises for a subsequent event:
xxxii) pay to the Licensor all expenses involved in or incurred by the Licensor in diverting (at the request of the Licensee) the services of any of the Licensor’s employees from their other occupations for purposes in connection with the conduct of the Event and in engaging additional labour or employees for such purposes;
xxxiii) be fully responsible for any loss or damage arising out of any installation (whether electrical or otherwise) made by the Licensee or at its request, whether such loss or damage occurs during the erection or removal of the relevant installation or while it is in place;
xxxiv) submit for approval to the Licensor prior to publication all publicity material relating to the Event, such material should include full venue naming of Jaguar Exhibition Hall, Ricoh Arena. The Licensee should ask for the Licensor to issue official logos for use of the Ricoh Arena, Letheby & Christopher or any partnering company’s names in all literature. Failure to do so will result in the Licensor having the authority to remove all marketing material from the venue or issue a charge to the Licensee at a minimum of £1000 + VAT
xxxv) not permit any more than the maximum number of people notified to the Licensee by the Licensor to occupy the Licensed Premises at any time;
xxxvi) not take films, videotapes, or photographs of Licensed Premises without the prior permission of the Licensor;
xxxvii) not and ensure that persons entering the Licensed Premises in connection with the Event do not bring into the Licensed Premises any food, liquor or other refreshments;
xxxviii) the Licensee may not assign, transfer or sub-contract its right and/or obligations under this Licence Agreement without the prior written consent of the Licensor.
