TERMS AND CONDITIONS

1. Definitions

In these Conditions: Azur Productions and / or Marketing Matters is "the Company"; "the Client" shall mean the legal person or persona, individual, firm or company to whom the Company is obliged to provide the Services; "the Services" shall mean the provision of booking facilities, passes, corporate hospitality, event information and any other services and "the Price" shall mean the cost for the Services, exclusive of all (if any) Value Added Tax.

2. Contract

The Company contracts only on the Conditions contained herein and to the exclusion of any other terms and conditions whether they appear on the stationery or correspondence of the Client or elsewhere, unless otherwise agreed in writing, in each case, by the Company. These Conditions take precedence over any terms or conditions subsequently issued by the Client. All Contracts and transactions relating to the provision of the Services by the Company whether verbal or in writing, are subject to these Conditions which shall be deemed to be incorporated into any contract between the Company and the Client.

3. Bookings

The Company reserves the right to accept clear instructions (either oral or in writing) from a Client to proceed with a Booking and to enter into commitments on behalf of a Client regardless of whether a deposit has been received. The Client shall thereon be liable for all costs and expenses incurred by the Company in pursuance of the Client's instructions and shall in all other respects be liable to the Company for its fees charges and commissions.

The Client is obliged to pay the non-refundable deposit amount requested. If the Company accepts the Client's reservation, it shall issue a VAT invoice for the amount to be paid. The issue of the VAT invoice/receipt shall constitute the contract.

4. Prices and Payment

Payment on or before the due date is of the essence of the contract and is a condition precedent for the provision of the Event. All payments due from the Client shall be made without any set-off, deduction or deferment of any nature. Payment in full shall be due and payable 28 days prior to the Event. A Booking made within 28 days of an Event must be accompanied by payment in full.

All accounts for additional services or goods [requested by the Client] provided at an Event and not included in the contract are payable within 7 days following presentation of the invoice. Any queries arising from the invoice must be communicated to the Company within 7 days of the invoice date. Failure to notify the Company of any query within 7 days will render the full invoice payable on the due date.

If the Company in its absolute discretion, and in writing waives the conditions relating to the payment of deposits at prescribed dates prior to the Event such waiver shall not prejudice the rights of the Company to recover from the Client the amount which would otherwise have been payable under these terms and conditions in the event of a cancellation or amendment of a Booking.

The Company reserves the right to withhold documentation (including without limitation event tickets where applicable) for the Event unless payment has been received in full.

Where outstanding amounts due from the Client have exceeded the Company's payment terms, the Company reserves the right to charge interest calculated on a daily basis at a rate of 2% per month above Societe Generale Bank base rate.

5. Cancellations

Should the Client cancel the Booking, it may do so by giving written notice to the Company, and in these circumstances the following conditions shall apply:

Cancellation is on the express condition that the Client shall indemnify the Company against all loss, costs, damages, claims or actions arising out of such cancellation;

Deposits shall be retained by the Company and used so far as possible to offset costs incurred including, without limitation, the loss of profit to the Company due to the cancellation;

Unless written notice of the cancellation is received by the Company at least 14 days prior to the Event, the unpaid outstanding balance of the total price quoted or the event shall become immediately payable by the Client;

All costs and expenses incurred by the Company up to the time of written cancellation shall be payable by the Client to the Company;

The Company may cancel a Confirmation at any time, upon notice to the Client if:

The Client is in breach of any of the Terms and Conditions including, without limitation, any term relating to payment; or

The Client, being a company, has had a winding up petition presented against it, has entered into administration, receivership, liquidation or an arrangement with its creditors; or

The Client, being an individual, has had a bankruptcy petition presented against it, has become bankrupt, insolvent or entered into an arrangement with its creditors; or

The venue or another key element of the Event is cancelled by the provider of the venue for the Event or another main supplier for the Event for any reason, not including default of the Company; or

Cancellation is reasonably necessary due to the occurrence of a Force Majeure event as referred to in clause 9.

Where the Company cancels an Event in accordance with the above, the conditions set out in the first point of clause 5 shall apply.

6. Clients Duties

The Company reserves the right to refuse entry or to provide the Services to any Client or any Client's guest on the day of the Event if the Client or guest behaves in any manner which is in the opinion of the Company likely to cause offence or injury to any other party. Notwithstanding the foregoing, the Client shall be liable with regard to any loss, damage, cost, expense or injury incurred or suffered by the Company which relates to or arises out of the acts or omissions of the Client or the Client's guests and the Client shall indemnify the Company accordingly. This obligation shall be without limit of time.

7. Alterations to services

The Company shall make every reasonable effort to adhere to the programme but the Company is authorised to alter or omit or change the services for any cause which the Company in their absolute discretion shall consider to be just and reasonable. In the event that the Company is obliged to make any material changes in the services or cancel them as booked by the Client for any reason other than "Force Majeur", the Company will always use its best endeavours to ensure that arrangements offered are of at least equal or superior standards.

8. Liability

Neither the Company nor its employees shall be liable for any injury, damage, loss, illness, delay or expense caused to the Client, its employees, licensees or invitees or any other person or any other persons attending the booked Event except insofar as such injury, loss, illness, delay or expense results from the proven negligence or deliberate action or omission of the Company. The Company's liability shall in all cases be limited to the sums paid by the Client and excludes all indirect or consequential loss of whatever nature. Nothing in this clause shall affect the Company's liability for death or personal injury caused by its negligence, for which the Company maintains insurance.

The Company relies totally on its suppliers for correct information and whilst all details are given in good faith, the Company cannot accept responsibility for any inaccuracies.

Sub-Contractors may be engaged on behalf of the Client. The liability of the Company in their failure to perform is limited to the value of the sub-contractor's services.

9. Force Majeure

The Company shall bear no liability for loss damage delay or failure of performance however arising caused in circumstances outside of its control including (but not limited to) Acts of God, civil commotion, strike, work to rule or go slow, lock-outs, hostilities, fire, flood, drought or inability to procure materials, venues or services except at increased prices due to any of the foregoing causes (and in these circumstances the Company may suspend or cancel the whole or any part of the Event). The Company will endeavour to notify the Client as quickly as reasonably possible if a Force Majeure event occurs. In the event of Force Majeure occurring and a cancellation being made, The company  shall make every effort to ensure that alternative arrangements offered are of at least equal or superior standards. Refunds will be dealt with in accordance with clause 5.

10. Special conditions

The Company reserves the right to add further special conditions for specific bookings, as and where considered appropriate, and any such conditions will be notified to the Client in writing prior to Confirmation.

11. Warranty and limitation

The Company warrants that the services supplied by it will be provided with reasonable skill and care. The Company's liability under this warranty shall be limited as specified in clause 8.

The warranty given above is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise.

12.Law

These Conditions shall be governed by and construed in accordance with the laws of The Principality of Monaco and all parties submit to the exclusive jurisdiction of the courts of Monaco.