Please Read Through Carefully, Sign and Return

Terms and Conditions: 1.3 The Application Form is part of this agreement. uniformed guards and Base Security Staff, in PLEASE READ THROUGH CAREFULLY, SIGN pursuance of their duties at the Event Site and to 1.4 A reference to a company shall include any company, consent to such persons searching any vehicles, AND RETURN corporation or other body corporate, wherever and however containers, equipment, work-bags and other chattels incorporated or established. owned by the Stallholder, its employees, agents or sub- EVENT CONDITIONS Contractors whilst the chattels are on, or as a condition 1.5 A reference to a statute or statutory provision is a of access to, the Event Site. 1 INTERPRETATION reference to it as it is in force for the time being, taking 4.3.5 to use the Event Marks and other branding account of any amendment, extension or re-enactment and materials provided by the Organiser in accordance with 1.1 The definitions and rules of interpretation in this clause includes any subordinate legislation for the time being in any guidelines issued by the Organiser; apply in this agreement. force made under it. 4.3.6 to apply any legal notices as required by the Organiser or as set out in the Stallholder Rules; Charges: the sums payable for the Space and the 1.6 A reference to writing or written includes faxes but not e- 4.3.7 to ensure that all materials and products stocked, attendance at the Event including any sums payable for mail. stored, used, promoted, published, distributed or sold services supplied to the Stallholder by the Organiser prior to, by the Stallholder shall be safe and fit for their intended during or after the Event; 1.7 Any obligation in this agreement on a person not to do use and shall comply with all relevant statutes, something includes an obligation not to agree or allow that regulations, directives and codes in force; Commercial Rights: any and all rights of a commercial thing to be done. 4.3.8 not to apply for registration of any part of the nature connected with the Event, including without limitation, Event Marks or anything confusingly similar to the image rights, broadcasting rights, new media rights, 2 GRANT OF RIGHTS AND RESERVATIONS Event Marks as a trade mark for any goods or services; endorsement and official supplier rights, sponsorship rights, 4.3.9 not to use the Event Marks or any part of them or merchandising rights, licensing rights, advertising rights and 2.1 If the Stallholder’s application for space is accepted the anything confusingly similar to them in its trading or hospitality rights; Organiser will notify the Stallholder and will grant and the corporate name or otherwise, except as authorised Stallholder will accept the right to take part in the Event, under this agreement; Deposit: the sum specified in the Schedule; using the Space in accordance with the terms and 4.3.10 not to use or exploit any of the Commercial conditions set out in this agreement. Rights of the Event in any way or do or permit anything Event: the event organised or managed by the to be done which might adversely affect any of the Organiser which the Stallholder wishes to attend; 2.2 The Organiser may grant or refuse any application for Commercial Rights of the Organiser or the value of the space and allocate space in its absolute discretion. The Commercial Rights; Event Marks: the logos, marks and trade marks used in Organiser may cancel any Space or part of any Space at 4.3.11 not to act in a way that is offensive, obscene or promotion, advertising and marketing of the Event, together any time, including during the Event, where the Stallholder is derogatory in nature or defamatory of any third party. with any associated artwork, design, slogan, text and other in breach of the terms of this agreement in any way. collateral marketing signs of the Organiser that are to be 4.4 The Stallholder has no right to sub-license, assign, sub- used in connection with the Event Marks; 2.3 Subject to the Stallholder having paid all sums due to the contract or otherwise share the rights granted under clause Organiser in full, and subject to availability, the Organiser 2.1, without the Organiser's prior written consent. Event Site: means that part of the Portsmouth Historic will allocate a Space to the Stallholder, and, where Dockyard and such parts of Her Majesty’s Naval Base, reasonably practicable, expedient and commercially feasible 4.5 The Stallholder acknowledges that the Organiser owns Portsmouth where the for the Organiser, allocate a Space according to the or controls the Event and the Event Marks and agrees that Event is to take place. Stallholder’s notified preferences. The Organiser reserves the Stallholder has no right, title or interest in them except to the right in its absolute discretion to alter the Space the extent permitted by this agreement. Stallholder Rules: the rules, regulations and requirements allocated at any time up to the commencement of the Event laid down by the Organiser relating to the Event and the use and during the Event. 5 ANTI-BRIBERY of the Space and attendance at the Event Site by the Stallholder; 2.4 The Organiser reserves the right to expel any person 5.1 The Stallholder agrees that it shall comply with all from the Event Site where the Organiser in its absolute applicable laws, statutes, regulations and codes relating to Force Majeure Event: any event affecting the performance discretion believes that their conduct or presence may be anti-bribery and anti-corruption including but not limited to of any provision of this agreement arising from or prejudicial to the operation of the Event, or the enjoyment of the Bribery Act 2010 (Relevant Requirements) and maintain attributable to acts, events, omissions, or accidents which the Event by other Stallholders or visitors. in place throughout the term of this agreement its own are beyond the reasonable control of a party including any policies and procedures, including but not limited to abnormally inclement weather, flood, lightning, storm, fire, 3 CANCELLATIONS BY STALLHOLDER adequate procedures under the Bribery Act 2010, to ensure explosion, earthquake, subsidence, structural damage, compliance. epidemic or other natural physical disaster, transport, 3.1 The Stallholder may cancel the application for a Space disruptions, failure or shortage of power supplies, war, at any time prior to the Event. The Stallholder 6 LIMITATION OF LIABILITY AND INDEMNITIES military operations, riot, crowd disorder, strike, lock-outs or acknowledges that on receipt of an application for a Space other industrial action, terrorist action, civil commotion and the Organiser will incur costs for the provision of facilities. 6.1 The Stallholder undertakes to indemnify the Organiser any legislation, regulations, ruling or omission of any The Organiser agrees, in its absolute discretion, that where against all liabilities, claims, demands, actions, costs, relevant government, court, competent national authority or cancellation is notified to the Organiser more than 30 days damages or loss arising out of any breach of any of the governing body; prior to the Event it will refund the Charges after deducting terms of this agreement by the Stallholder. all costs incurred to third parties and an allowance for holding company and subsidiary: a "holding company" administration fees. The Stallholder acknowledges that the 6.2 The Stallholder shall further indemnify and keep and "subsidiary" as defined in section 1159 of the Organiser will plan an Event based on applications for space indemnified the Organiser from and against all claims, Companies Act 2006 and a company shall be treated, for and that it may not be possible to re-sell the Space if the damages, losses, costs (including all reasonable legal the purposes only of the membership requirement contained Stallholder cancels. The Stallholder agrees that no part of costs), expenses, demands or liabilities resulting from any in subsections 1159(1)(b) and (c), as a member of another the Charges will be refunded if cancellation is notified in claim by any third party (including, without limitation, any company even if its shares in that other company are writing to the Organiser less than 30 days before the Event. governmental authority), resulting from or arising out of the registered in the name of (a) another person (or its For the purpose of this clause the day that notice is given consumption or use of any products sold or supplied by the nominee), whether by way of security or in connection with and the day of the Event shall be excluded when calculating Stallholder. the taking of security, or (b) its nominee; the number of days. 6.3 Nothing in this agreement shall exclude or restrict either Organiser: Portsmouth Historic Dockyard is managed by 4 OBLIGATIONS OF THE STALLHOLDER party's liability for death or personal injury resulting from the the National Museum of the Royal Navy – A company negligence of that party or its employees while acting in the limited by guarantee. Member Trusts are: The Mary Rose 4.1 The Stallholder warrants and represents to the course of their employment. Trust, The Warrior Preservation Trust, The Royal Naval Organiser: Museum and the Portsmouth Naval Base Property Trust. 4.1.1 that the information supplied on the Application 6.4 Subject to clause 6.3, under no circumstances shall the HMS Victory is a partner. Form is true and accurate; Organiser be liable to the Stallholder for any of the following, 4.1.2 that all persons working on the Space are lawfully whether in contract, tort (including negligence) or otherwise: Organiser's Equipment: all tables, booths, chalets, stalls, entitled to work for the Stallholder in England and, 6.4.1 any indirect or consequential losses; tents, buildings, other constructions, materials, stores, where the person is not a UK citizen, have all visas, 6.4.2 loss of revenue or anticipated revenue; equipment, plant or machinery belonging to, or under the permits or other authorisations required. 6.4.3 loss of savings or anticipated savings; control of, the Organiser that are made available to the 6.4.4 loss of business opportunity; Stallholder to be used in connection with the Event; 4.2 The Stallholder agrees to pay the Deposit at the time of 6.4.5 loss of profits or anticipated profits; or making application for a Space, and to pay the balance of 6.4.6 loss of wasted expenditure. Space/Stall: that part of the Event Site allocated to the the Charges on or before the date specified by the Stallholder by the Organiser for use during the Event; Organiser. 6.5 The Organiser's maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out Stallholder: the person named on the Schedule; 4.3 The Stallholder undertakes to the Organiser: of or in connection with the performance of the Organiser's 4.3.1 to comply with the Stallholder Rules; obligations under this agreement shall be limited to a sum Stand/Stall/Space: the table, booth, chalet, stall, tent, 4.3.2 to ensure that all stock, equipment, goods, equal to the Charges paid to the Organiser by the building, or other construction provided by the Organiser or chattels or material of any sort belonging to, or being Stallholder. Stallholder for use by the Stallholder during the Event; used by, the Stallholder is kept within the Space at all times unless otherwise agreed by the Organiser (and 7 TERMINATION Trade Name: the name to be used for the Stallholder set out any such permission given may be revoked at any in the Schedule; time); 7.1 Without prejudice to any rights that have accrued under 4.3.3 to attend the Event and use the Space strictly in this agreement or any of its rights or remedies, the VAT: value added tax chargeable under English law for the accordance with the terms of this agreement and to be Organiser may terminate this agreement with immediate time being and any similar additional tax; responsible for any damage caused by the Stallholder effect at any time by giving written notice to the Stallholder if: or its employees, agents or contractors to the Space, 7.1.1 the Stallholder fails to pay any amount due under 1.2 Clause headings shall not affect the interpretation of this the Event Site or the Organiser’s Equipment; this agreement on the due date for payment and agreement. 4.3.4 to co-operate with and obey instructions or remains in default after being notified in writing to make directions given by MOD Police, Military Police, payment; 7.1.2 the Stallholder commits a material breach of any Majeure Event, it ought reasonably to have taken, but deleted, and the validity and enforceability of the other term of this agreement (other than failure to pay any did not; and provisions of this agreement shall not be affected. amounts due under this agreement) and (if that breach 9.1.3 it has used all reasonable endeavours to mitigate is remediable) fails to remedy that breach within the the effect of the Force Majeure Event, to carry out its 17.2 If any invalid, unenforceable or illegal provision of this period specified by the Organiser after being notified in obligations under this agreement in any way that is agreement would be valid, enforceable and legal if some writing to do so; reasonably practicable and to resume the performance part of it were deleted, the provision shall apply with the 7.1.3 the Stallholder repeatedly breaches any of the of its obligations as soon as reasonably possible. minimum modification necessary to make it legal, valid and terms of this agreement in a manner that reasonably 9.2 If the circumstance of a Force Majeure Event enforceable. justifies the opinion that its conduct is inconsistent with continues after the Event, the party not affected by the it having the intention or ability to give effect to the Force Majeure Event shall have the right to terminate 18 ENTIRE AGREEMENT terms of this agreement. this agreement upon written notice to the other. This termination shall be without prejudice to the rights of 18.1 This agreement constitutes the entire agreement 7.2 Either party may terminate this agreement with the parties in respect of any breach of this agreement between the parties and supersedes and extinguishes all immediate effect at any time by giving written notice to occurring before termination. previous drafts, agreements, arrangements and the other party if: understandings between them, whether written or oral, 7.2.1 the other party suspends, or threatens to 9.3 The Stallholder acknowledges that the Event Site forms relating to its subject matter. suspend, payment of its debts or is unable to pay its part of HM Naval Base and that the Organiser can be debts as they fall due or admits inability to pay its debts required to vacate the Event Site, or cease use of any part 18.2 Each party agrees that it shall have no remedies in or (being a company or limited liability partnership) is of it, at any time. respect of any representation or warranty (whether made deemed unable to pay its debts within the meaning of innocently or negligently) that is not set out in this section 123 of the Insolvency Act 1986 or (being an 9.4 If the Event is cancelled or abandoned for any reason agreement. No party shall have any claim for innocent or individual) is deemed either unable to pay its debts or (including, without limitation, by reason of a Force Majeure negligent misrepresentation based upon any statement in as having no reasonable prospect of so doing, in either Event or under circumstances referred to in clause 9.3) the this agreement. case, within the meaning of section 268 of the Organiser shall notify the Stallholder of the cancellation as Insolvency Act 1986 or (being a partnership or limited soon as possible. The parties agree that: 19 NOTICES liability partnership) has any partner or member to 9.4.1 the Organiser shall not be in breach of this whom any of the foregoing apply; agreement by virtue of that cancellation or 19.1 Any notice or other communication required to be given 7.2.2 a petition is filed, a notice is given, a resolution is abandonment; to a party under or in connection with this contract shall be in passed, or an order is made, for or in connection with 9.4.2 (without prejudice to their rights and liabilities writing and shall be delivered by hand or sent by pre-paid the winding up of that other party (being a company or arising before this cancellation) the parties shall, in first-class post or other next working day delivery service at limited liability partnership) other than for the sole respect of the period following the Organiser's notice, its registered office (if a company) or (in any other case) its purpose of a scheme for a solvent amalgamation of that thereafter be relieved of their rights and obligations principal place of business, or sent by fax to the other party's other party with one or more other companies or the under this agreement in respect of the Event. main fax number. solvent reconstruction of that other party; 7.2.3 an application is made to court, or an order is 10 VALUE ADDED TAX 19.2 Any notice or communication shall be deemed to have made, for the appointment of an administrator, or if a been received if delivered by hand, on signature of a notice of intention to appoint an administrator is given 10.1 All sums payable under this agreement are exclusive of delivery receipt or at the time the notice is left at the proper or if an administrator is appointed, over the other party any VAT that may be payable and VAT will be added to the address, or if sent by fax, at 11.00 am on the next business (being a company or limited liability partnership); invoice. day after transmission, or otherwise at 11.00 am on the 7.2.4 the holder of a qualifying floating charge over the second business day after posting or at the time recorded by assets of that other party (being a company or limited 11 USE OF DATA the delivery service. liability partnership) has become entitled to appoint or has appointed an administrative receiver; 11.1 The Stallholder agrees to the Organiser holding 19.3 This clause does not apply to the service of any 7.2.5 a person becomes entitled to appoint a receiver information on the Stallholder for the purposes of the Event, proceedings or other documents in any legal action or, over the assets of the other party or a receiver is and to notify the Stallholder of future events. where applicable, any arbitration or other method of dispute appointed over the assets of the other party; resolution. For the purposes of this clause, "writing" shall not 7.2.6 a creditor or encumbrancer of the other party 11.2 The Stallholder agrees to the Organiser releasing the include e-mail. attaches or takes possession of, or a distress, name and business address of the Stallholder to any person execution, sequestration or other similar process is complaining about any service or products supplied by a 20 GOVERNING LAW AND JURISDICTION levied or enforced or sued against, the whole or any Stallholder. party of the other party's assets and that attachment or 20.1 This agreement and any dispute or claim arising out of process is not discharged within ten days; 12 LATE PAYMENT INTEREST or in connection with it or its subject matter (including non- 7.2.7 the other party (being an individual) is the subject contractual disputes or claims) shall be governed by and of a bankruptcy petition or order; 12.1 If the Stallholder does not pay any amount payable construed in accordance with the law of England and Wales. 7.2.8 any event occurs, or proceeding is taken, with under this agreement by its due date, the Stallholder shall respect to the other party in any jurisdiction to which it pay to interest on the outstanding amount at a rate of 5% a 20.2 The parties irrevocably agree that the courts of England is subject that has an effect equivalent or similar to any year above the Bank of England base rate from time to time and Wales shall have exclusive jurisdiction to settle any of the events mentioned in clauses 7.2.6 - clause from the due date for payment until the date on which the dispute or claim that arises out of or in connection with this 7.2.7(inclusive); Organiser actually receives the outstanding amount. The agreement or its subject matter or formation (including non- 7.2.9 the other party suspends or ceases, or threatens payment of the interest will be in addition to, and not in contractual disputes or claims). to suspend or cease, to carry on all or a substantial part substitution for, any other remedies available in respect of of its business; the non-payment. 7.2.10 the other party (being an individual), dies or, by reason of illness or incapacity (whether mental or 13 NO PARTNERSHIP OR AGENCY physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 13.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture 8 CONSEQUENCES OF TERMINATION between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into 8.1 Following termination of this agreement for whatever any commitments for or on behalf of any other party. reason: 8.1.1 the Stallholder shall immediately vacate the 14 THIRD PARTIES Space and remove all items belonging to the Stallholder causing as little disturbance as possible to 14.1 This Agreement is not intended to, and does not, give the Event, the Organiser, other Stallholders or any person who is not a party to it any right to enforce any of attendees; its provisions under the Contracts (Rights of Third Parties) 8.1.2 each party shall promptly return to the other any Act 1999. property (including any and all of the Organiser’s Equipment) of the other within its possession or control; 15 VARIATIONS 8.1.3 each party shall pay to the other any sums that are outstanding and to be accounted for under this 15.1 No variation of this agreement shall be effective unless agreement; it is in writing and signed by each of the parties (or their 8.1.4 clauses which expressly or by implication have authorised representatives). effect after termination shall continue in full force and effect. 16 WAIVER

9 FORCE MAJEURE AND EVENT CANCELLATION 16.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall 9.1 Any party that is subject to a Force Majeure Event shall constitute a waiver of that or any other right or remedy, nor not be in breach of this agreement and shall be excused shall it preclude or restrict the further exercise of that or any from performance under this agreement while and to the other right or remedy. No single or partial exercise of a right extent they are unable to perform due to any Force Majeure or remedy shall preclude or restrict the further exercise of Event, provided that: that or any other right or remedy. 9.1.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing 17 SEVERANCE its failure or delay in performance; 9.1.2 it could not have avoided the effect of the Force 17.1 If any court or competent authority finds that any Majeure Event by taking precautions which, having provision of this agreement (or part of any provision) is regard to all the matters known to it before the Force invalid, illegal or unenforceable, that provision or part- provision shall, to the extent required, be deemed to be