Interpretation

The definitions and rules of interpretation in this clause apply in this agreement:

Flying Legends: Fighter Collection Limited (the) is a company registered in England under number 01972741 whose registered office is at Duxford Airfield Hangar 2, Duxford, Cambridge, CB22 4QR.

Application Form: the online application form submitted by the Stallholder via the Event website;

Charges: the sums payable for the Space and the attendance at the Event including any sums payable for services supplied by the Stallholder to Flying Legends prior to, during or after the Event;

Commercial Rights: any and all rights of a commercial nature connected with the Event whether owned by Flying Legends including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights;

Event: the event organised or managed by Flying Legends which the Stallholder wishes to attend;

Event Equipment: all booths, huts, stalls, tents, buildings, other constructions, materials, stores, equipment, plant or machinery belonging to, or under the control of, FLYING LEGENDS that are made available to the Stallholder to be used in connection with the Event;

Event Marks: the logos, marks and trademarks used in promotion, advertising and marketing of the Event, together with any associated artwork, design, slogan, text and other collateral marketing signs of FLYING LEGENDS that are to be used in connection with the Event Marks;

Event Site: means that part of Sywell Aerodrome, Sywell, Northamptonshire and such parts where the Event is to take place

Infrastructure: means such infrastructure, vehicles and any other equipment whatsoever which Stallholder intends to use in relation to the Event

Force Majeure Event: any event affecting the performance of any provision of this agreement arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock- outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body. However, a force majeure event will not include any shortage of goods, personnel, any increase in prices or reduction in supply or any other circumstances which arise as a result of ‘Brexit’ (the withdrawal of the United Kingdom from the European Union) howsoever arising;

Holding company, company and subsidiary: the terms “holding company” and “subsidiary” shall be construed as such terms are defined in section 1159 of the Companies Act 2006 and a “company” shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee;

Relevant Laws: means all relevant statutes, regulations, laws, by laws, trade laws, ordinances, subordinate legislation, common law and binding court orders; all applicable industry codes, polices, guidelines and standards together with all licenses (including any premises license) and all local authority permissions, licenses and authorisations) imposed upon the Trader or otherwise applicable to the exercise of the rights granted hereunder provision and including those relating to hygiene, fire, health and safety, security and all legislation relating to money laundering, anti-bribery and anti- slavery.

Space/Stall: that part of the Event Site allocated to the Stallholder by FLYING LEGENDS for use during the Event;

Stallholder: the person named on the Application Form;

Stallholder Rules: the rules, regulations and requirements laid down by FLYING LEGENDS relating to the Event and the use of the Space and attendance at the Event Site by the Stallholder (including, but not limited to the “Contractor Pack”, of which these Event Terms and Conditions form part of);

Stand/Stall/Space: the table, booth, chalet, stall, tent, building, or other construction provided by FLYING LEGENDS or Stallholder for use by the Stallholder during the Event; Trade Name: the name to be used for the Stallholder set out in the Application Form;

VAT: value added tax chargeable under English law for the time being and any similar additional tax;
 


1. Clause headings shall not affect the interpretation of this agreement.
1.2 By submitting their application, the stallholder understands that they are agreeing to all terms and conditions listed within this document
1.3 The Application Form is part of this agreement.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or reenactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes e-mail.
1.7 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

2 GRANT OF RIGHTS AND RESERVATIONS

2.1 If the Stallholder’s application for a space at the Event is accepted, FLYING LEGENDS will notify the Stallholder and will grant and the Stallholder will accept the right to take part in the Event, using the Space in accordance with the terms and conditions set out in this agreement.

2.2 FLYING LEGENDS may grant or refuse any application for a space at the Event and allocate such spaces in its absolute discretion. FLYING LEGENDS may cancel any Space or part of any Space at any time, including during the Event, where the Stallholder is in breach of the terms of this agreement in any way.

2.3 Subject to the Stallholder having paid all sums due to FLYING LEGENDS in full, and subject to availability, FLYING LEGENDS will allocate a Space to the Stallholder. If the Stallholder’s application is rejected, FLYING LEGENDS shall refund any monies paid to FLYING LEGENDS in full. FLYING LEGENDS reserves the right in its absolute discretion to alter the Space allocated at any time up to the commencement of the Event and during the Event.

2.4 The Stallholder acknowledges that FLYING LEGENDS reserves the right to expel any person from the Event Site

2.5 Where FLYING LEGENDS in its absolute discretion believes that their conduct or presence may be prejudicial to the operation of the Event, or the enjoyment of the Event by other Stallholders or visitors.

3 CANCELLATIONS BY STALLHOLDER

3.1 The Stallholder may cancel the application for a Space at any time prior to the Event. If the Stallholder cancels its reservation of the Space more than four to eight weeks prior to the Event, FLYING LEGENDS shall refund 50% of pitch fee.

3.2 If the Stallholder cancels its reservation within four weeks of the event, the charges paid by the Stallholder to FLYING LEGENDS will not be refunded and FLYING LEGENDS shall be entitled to retain all such sums.

3.3 Reduction in pitch fee less than six weeks before the date of the show/event will incur and admin fee of £27 + vat.

3.4 All cancellations must be received in writing and acknowledged by Flying Legends.

3.5 For the purpose of this clause the day that notice is given and the day of the Event shall be excluded when calculating the number of days.

4 OBLIGATIONS OF THE STALLHOLDER

4.1 The Stallholder warrants and represents to FLYING LEGENDS:

4.1.1 That the information supplied on the Application Form is true and accurate;

4.1.2 That all persons working at the Space are lawfully entitled to work for the Stallholder in England and, where the person is not a UK citizen, have all visas, permits or other authorisations required.

4.2 Upon successful application the Stallholder agrees to pay the Charges on or before the date specified by FLYING LEGENDS.

4.3 The Stallholder undertakes to FLYING LEGENDS:

4.3.1 To comply with the Stallholder Rules

4.3.2 to ensure that all stock, equipment, goods, chattels or material of any sort belonging to, or being used by, the Stallholder is kept within the Space at all times unless otherwise agreed by FLYING LEGENDS (and any such permission given may be revoked at any time);

4.3.3 To use the Space strictly in accordance with the terms of this agreement and that it will be responsible for any damage caused by the Stallholder or its employees, agents or contractors to the Space, the Event Site or FLYING LEGENDS’s Equipment. The Stallholder agrees that it shall pay to FLYING LEGENDS immediately upon request any and all costs (without deduction or set off) incurred by FLYING LEGENDS in relation to the rectification any such damage;

4.3.4 To co-operate with and obey instructions or directions given by event staff and Security Staff, in pursuance of their duties at the Event Site and to consent to such persons searching any vehicles, containers, equipment, workbags and other chattels owned by the Stallholder, its employees, agents or sub-Contractors whilst the chattels are on, or as a condition of access to, the Event Site.

4.3.5 To use the Event Marks and other branding materials provided by FLYING LEGENDS in accordance with any guidelines issued by FLYING LEGENDS;

4.3.6 To apply any legal notices as required by FLYING LEGENDS or as set out in the Stallholder Rules;

4.3.7 To ensure that all materials and products stocked, stored, used, promoted, published, distributed or sold by the Stallholder shall be safe and fit for their intended use and shall comply with all Relevant Laws, Stallholder Rules, and best industry practice;

4.3.8 Not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trade mark for any goods or services;

4.3.9 Not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this agreement;

4.3.10 Not to use or exploit any of the Commercial Rights of the Event in any way or do or permit anything to be done which might adversely affect any of the Commercial Rights of FLYING LEGENDS or the value of the Commercial Rights;

4.3.11 Not to act in a way that is offensive, obscene or derogatory in nature or defamatory of any third party;

4.3.12 To provide such advice and assistance as FLYING LEGENDS may reasonably request;

4.3.13 Provide such documents to FLYING LEGENDS on demand as FLYING LEGENDS may request, including risk assessments, method statement and any other health and safety document and licences and certificates of insurance.

4.3.14 Install, operate and remove any infrastructure and equipment (as all approved by FLYING LEGENDS) at such part of the Event site as notified by FLYING LEGENDS at such times as stated by FLYING LEGENDS;

4.3.15 Not alter or re-site the appearances and/or layout of the infrastructure and equipment once it has been finalized and approved by FLYING LEGENDS;

4.3.16 Keep and maintain all infrastructure and equipment in a clean, orderly and sanitary condition and in good repair at all times during the Event;

4.3.17 Ensure that the Space is fully operational on each day of the Event and during all inspections

4.3.18 Ensure that the Stall does not contain any advertising or branding of nay nature without FLYING LEGENDS’s prior approval and not use any branding, advertising or marketing materials at or in relation to the Event without the prior approval of FLYING LEGENDS.

4.3.19 The Stallholder has no right to sub-license, assign, sub-contract or otherwise share the rights granted under clause 2.1, without FLYING LEGENDS’s prior written consent.

4.4 The Stallholder acknowledges that FLYING LEGENDS has the rights to the Event and the Event Marks subject to the rights of Northampton County Council and agrees that the Stallholder has no right, title or interest in them except to the extent permitted by this agreement.

4.5 The Stallholder warrants and undertakes that it has and shall at all times retain the right to enter into the Agreement and perform it obligations hereunder un accordance with all reasonable care and skill, with best industry practice, with all Relevant Laws and within the highest standards of safety.

5 ANTI-BRIBERY

5.1 The Stallholder agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anticorruption including but not limited to the Bribery Act 2010

5.2 (Relevant Requirements) and maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance.

6 LIMITATION OF LIABILITY AND INDEMNITIES

6.1 The Stallholder undertakes to indemnify FLYING LEGENDS against all liabilities, claims, demands, actions, costs, damages or loss arising out of
(i) any breach of any of the terms of this agreement by the Stallholder;
(ii) any act or omission of the Stallholder.

6.2 The Stallholder shall further indemnify and keep indemnified FLYING LEGENDS from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from any claim by any third party (including, without limitation, any governmental authority), resulting from or arising out of or in any way connected to the products sold or supplied by the Stall holder.

6.3 Nothing in this agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.

6.4 Subject to clause 6.3, under no circumstances shall FLYING LEGENDS be liable to the Stallholder for any of the following, whether in contract, tort (including negligence) or otherwise:

6.4.1 any indirect or consequential losses;

6.4.2 loss of revenue or anticipated revenue;

6.4.3 loss of savings or anticipated savings;

6.4.4 loss of business opportunity;

6.4.5 loss of profits or anticipated profits; or

6.4.6 loss of wasted expenditure inc stock.

6.5 FLYING LEGENDS’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of FLYING LEGENDS’s obligations under this agreement shall be limited to a sum equal to the Charges paid to FLYING LEGENDS by the Stallholder.

7 TERMINATION

7.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, FLYING LEGENDS may terminate this agreement with immediate effect at any time by giving verbal and written notice to the Stallholder if:

7.1.1 The Stallholder fails to pay any amount due under this agreement on the due date for payment and remains in default after being notified in writing to make payment;

7.1.2 The Stallholder commits a material breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if that breach is remediable) fails to remedy that breach within the period specified by FLYING LEGENDS after being notified in writing to do so;

7.1.3 The Stallholder repeatedly breaches any of the terms of this agreement in a manner that reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

7.1.4 FLYING LEGENDS’s right to hold the Event is terminated by Northamptonshire County Council.

7.2 Either party may terminate this agreement with immediate effect at any time by giving written notice to the other party if:

7.2.1 The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership or limited liability partnership) has any partner or member to whom any of the foregoing apply;

7.2.2 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company or limited liability partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.

7.2.3 An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company or limited liability partnership);

7.2.4 The holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

7.2.5 A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

7.2.6 A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced or sued against, the whole or any party of the other party’s assets and that attachment or process is not discharged within ten days;

7.2.7 The other party (being an individual) is the subject of a bankruptcy petition or order;

7.2.8 Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 7.2.6- clause 7.2.7(inclusive);

7.2.9 The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

7.2.10 The other party (being an individual), dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

8 CONSEQUENCES OF TERMINATION

8.1 Following termination of this agreement for whatever reason:

8.1.1 The Stallholder shall immediately vacate the Space and remove all items belonging to the Stallholder causing as little disturbance as possible to the Event, FLYING LEGENDS, other Stallholders or attendees;

8.1.2 Each party shall promptly return to the other any property (including any and all of FLYING LEGENDS’s Equipment) of the other within its possession or control;

8.1.3 Each party shall pay to the other any sums that are outstanding and to be accounted for under this agreement;

8.1.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

9 FORCE MAJEURE AND EVENT CANCELLATION

9.1 Any party that is subject to a Force Majeure Event shall not be in breach of this agreement and shall be excused from performance under this agreement while and to the extent they are unable to perform due to any Force Majeure Event, provided that:

9.1.1 It promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

9.1.2 It could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

9.1.3 it has used all reasonable endeavors to mitigate the effect of the Force Majeure Event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

9.2 If the circumstance of a Force Majeure Event continues after the Event, the party not affected by the Force Majeure Event shall have the right to terminate this agreement upon written notice to the other. This termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring before termination.

9.3 If the Event is cancelled or abandoned for any reason (including, without limitation, by reason of a Force Majeure Event or under circumstances referred to in clause 9.1.3) FLYING LEGENDS shall notify the Stallholder of the cancellation as soon as possible. The parties agree that:

9.3.1 FLYING LEGENDS shall not be in breach of this agreement by virtue of that cancellation or abandonment;

9.3.2 (Without prejudice to their rights and liabilities arising before this cancellation) the parties shall, in respect of the period following FLYING LEGENDS’s notice, thereafter be relieved of their rights and obligations under this agreement in respect of the event.

9.4 In line with the latest advice from the Government and Public Health England, and the continued uncertainty of the coronavirus pandemic, if due to COVID19 Flying Legends is forced to cancel, then in this exceptional circumstance a full refund will be given (excluding any booking fees, postage fees and an admin fee of £27 plus VAT).

10 VALUE ADDED TAX

10.1 All sums payable under this agreement are exclusive of any VAT that may be payable and VAT will be added to the invoice.

11 USE OF DATA

11.1 The Stallholder agrees to FLYING LEGENDS holding information on the Stallholder for the purposes of the Event, and to notify the Stallholder of future events.

11.1.1 The stallholder agrees to FLYING LEGENDS to use and store their information submitted upon application for future statistic and measurement of data.

11.2 The Stallholder agrees to FLYING LEGENDS releasing the name and business address of the Stallholder to any person complaining about any service or products supplied by a Stallholder.

11.3 The stallholder agrees to allow FLYING LEGENDS to use their information to provide advertisement over Flying Legends’s social media, including but not limiting to, their trading name, bio, social media, and website.

12 LATE PAYMENT INTEREST

12.1 If the Stallholder does not pay any amount payable under this agreement by its due date, the Stallholder shall pay to interest on the outstanding amount at a rate of 5% a year above the Bank of England base rate from time to time from the due date for payment until the date on which FLYING LEGENDS actually receives the outstanding amount. The payment of the interest will be in addition to, and not in substitution for, any other remedies available in respect of the non-payment.

13 GENERAL

13.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

13.2 Save as set out in clause, this Agreement is not intended to, and does not give any person who is not a party to it any right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. FLYING LEGENDS shall be entitled to enforce those provisions of this Agreement intended to benefit FLYING LEGENDS.

13.3 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).

13.4 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of a right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.5 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.

13.6 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.7 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings to date between them, whether written or oral, relating to its subject matter.

13.8 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 this agreement.

13.9 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and all other confidential information concerning directly or indirectly the disclosing party's business, its products or its services which the receiving party may obtain, including the terms of his Contract. The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the receiving party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.

14 HEALTH

14.1 Flying Legends reserves the right to impose and/or update such health restrictions, warnings or guidance at any time as a condition of admittance to, and/or in relation to behaviour at, the event site as Flying Legends considers appropriate, taking in account current circumstances at that time or in response to any guidance or requirements issued by the Government, Public Health England and any other regulatory authority. Any requirements, changes or updates will be communicated via the Flying Legends website, email or notices at the event site.

14.2 Flying Legends may also implement and operate any health check systems which is considers to be appropriate (such as temperature checks or onsite COVID-19 testing) before entry to the site is permitted.



 
15 NOTICES

15.1 Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing.

15.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall include e-mail.

16 GOVERNING LAW AND JURISDICTION

16.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter (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 andWales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

17 DISCLAIMER

17.1 The information contained within these Terms and Conditions may be subjected to change