The WM Club Terms and Conditions 1. Glossary In this Membership Agreement the following terms have the following meanings: Benefits means those benefits set out in clause 2 below; Catering Supplier has the meaning set out in clause 4(A); Club (or “we/us”) means The Arsenal Football Club plc; Competitions means the Football Association Premier League, the Football League (known as the Coca-Cola Championship and Coca-Cola Leagues 1 and 2 at the date of this Membership Agreement), the Football Association Challenge Cup, the Football League Cup Competition, the UEFA Champions League and the UEFA Cup; Dress Code means such dress code as the Club, in its discretion, may reasonably impose in respect of the WM Club Area from time to time and notify to Members by way of notice displayed in the WM Club Area, which dress code as at the date of this Membership Agreement shall comprise a prohibition on the wearing of shorts, singlets and vests in the WM Club Area; Emirates Stadium means the stadium (known as at the date of this Membership Agreement as “Emirates Stadium”) at London N7 7AJ, owned as at the date of this Membership Agreement by an affiliate of the Club, Ashburton Properties Limited, and at which the Club has the right, with effect from the opening thereof, to play Home Matches; Emirates Stadium Company means Ashburton Properties Limited, together with its successors in title to Emirates Stadium and any operator or manager of Emirates Stadium; Fee means the fee payable in order for the Secondary Members to be Members pursuant to the terms of this Membership Agreement; First Team means the first XI mens football team representing the Club; Ground Regulations means the Club’s ground regulations applicable to Emirates Stadium, as amended from time to time in the Club’s sole discretion, which will be displayed at Emirates Stadium, on the Website at www.arsenal.com/platinum/clublevel/emirates-stadium/ground-regulations and which are incorporated into this Membership Agreement; Home Matches means all home football matches played by the First Team at Emirates Stadium during any Season in any of the Competitions. For the avoidance of doubt, a “Home Match” does not include any semi-final or final (or replay thereof) played at Emirates Stadium in any of the Competitions (whether or not the First Team plays in such match) where the reason that such match is being played at Emirates Stadium is 1 that Emirates Stadium has been chosen by the relevant football authority organising that Competition as a neutral venue to host that match; Late Payment has the meaning set out in clause 9(A) below; Laws means all present and future laws, ordinances, orders, rules and regulations (whether statutory or otherwise and including health and safety requirements) governing Emirates Stadium including the WM Club Area and/or its use pursuant to this Membership Agreement; Licensee means the company or partnership identified in this Membership Agreement, which is a party to this Agreement and whose nominees are the Secondary Members; Member means a member of the WM Club; Membership Agreement means the agreement between the Licensee and the Club relating to membership of the WM Club, which includes your confirmation email from the Club, these Terms and Conditions, the Privacy Policy and the Ground Regulations; Privacy Policy means the Club’s policy from time to time for dealing with each Member’s personal information, a copy of which is attached to these Terms and Conditions as Schedule 1; Regulations means the provisions from time to time of the general safety certificate applying to Emirates Stadium, the bye-laws, rules, regulations, orders, directions, codes of practice and other guidelines of the London Borough of Islington, the Metropolitan Police Service, the London Fire Brigade, the Footballing Licensing Authority, The FA Premier League Limited, The Football Association Limited (FA), the Federation Internationale de Football Association (FIFA), the Union des Associations Européennes de Football (UEFA), the European Commission and any other authority or organisation that has jurisdiction or authority in relation to the holding of Home Matches from time to time; Season means the period from and including 1st August in any calendar year up to and including the next following 31st July; Secondary Member means the people nominated by you to use the memberships issued under this Agreement from time to time; Security Trustee has the meaning set out in clause 13(B) below; Terms and Conditions means these terms and conditions; VAT means value added tax or any similar tax; Website means the Club’s website, www.Arsenal.com; and AFC Standard Form: Last Updated 16/06/2010 2 WM Club Area means the area of Emirates Stadium reserved for Members. (A) In this Membership Agreement, save where otherwise expressly stated: (i) references to the masculine gender shall include the feminine and the neutral (and vice versa); (ii) a reference to a person is a reference to that person or such of its successors, assigns and transferees; (B) Any headings contained in this Membership Agreement are for the purposes of convenience only and do not form part of, and shall not affect the construction of, this Membership Agreement. (C) References in this Membership Agreement to any statutory provisions shall be construed as references to those provisions as respectively amended, consolidated or re-enacted (whether before or after the date of this Membership Agreement) from time to time and will include any provisions of which they are consolidations or reenactments (whether with or without amendment). (D) Notwithstanding the definitions of “First Team” and “Home Match” set out above, in view of the increasing demands made on the regular First Team players, in playing both for their country and the Club, the team for any particular Home Match may not necessarily be selected from the regular First Team players. 2. Member Benefits Subject to the Terms and Conditions set out below, the Secondary Members will be entitled to the following benefits as a member of the WM Club (Please note - a Club Level season ticket is not one of the Benefits provided by the WM Club and must be purchased from the Club separately): (A) Exclusive access to the WM Club for every First Team Home Match including: o a private table for the day; o a complementary cocktail drinks reception on arrival; o a complimentary four course seasonal buffet menu designed by Raymond Blanc protégé and award-winning Le Manoir aux Quat’Saison Chef, Oleg Ibragimov, or a chef of equivalent standing (please note that, where Members have special dietary requirements, a supplementary fee may be payable at Arsenal’s discretion); AFC Standard Form: Last Updated 16/06/2010 3 o complementary house wines and beers, and soft drinks before the Home Match, at half-time and also after the Home Match; o merchandise and betting table service; and o occasional post match appearances by current players and Club ‘Legends’. The WM Club will be open as follows: o in respect of Saturday afternoon Home Matches with a 3.00 p.m. kick off, from 12.30 p.m. to 6.30 p.m.; o in the case of evening Home Matches with a 7.30 p.m. or 7.45 p.m. kick off, from 5.00 p.m. until one and one half hours after the end of the Home Match; and o in the case of Home Matches kicking off at any other time, from two and one half hours before the time of the kick-off until one and one half hours after the end of the Home Match. The Club reserves the right to alter the opening hours set out above, at its discretion. (B) A personalised name plaque on your Club Level seat. (C) One invitation yearly to a cocktail party hosted by the then current manager of the First Team. (D) One invitation to attend an End of Season pitch tournament event. (E) A dedicated account manager. (F) First option to purchase dining packages in the WM Club for other events at Emirates Stadium. (G) A discount of ten per cent on the price charged by the Club for use of the WM Club, whether for business meetings or the hosting of social functions on non-match or other non-event days at the Emirates Stadium. Any such use will be subject to availability. 3. Use of the WM Club and Benefits (A) Prior to start of the Season, the Licensee will be issued with the appropriate number of WM Club membership cards. In order to obtain any of the Benefits to which a Member is entitled at any time, the Secondary Members must present a valid WM Club membership card for inspection by or on behalf of the Club (B) All WM Club membership cards remain the property of the Club and must be returned to the Club on request. AFC Standard Form: Last Updated 16/06/2010 4 (C) In the event of any WM Club membership cards issued under this Membership Agreement becoming lost or stolen the Licensee must inform the Club immediately. In addition, if any WM Club membership cards issued under this Membership Agreement are stolen, the Licensee must also inform the police immediately. (D) The Secondary Members will only have the right to use the WM Club in accordance with the terms of this Membership Agreement. 4. Catering (A) The Club shall procure the provision (by any third party or other entity appointed by the Club, in its sole discretion, for this purpose (the “Catering Supplier”)) of a refreshments service in the WM Club during the hours referred to in clause 2(A) above (excluding those times during that period in which play in any Home Match is in progress). (B) The Licensee shall procure that the Secondary Members shall make all arrangements concerning any refreshments the Secondary Members may require directly with his personal account manager. (C) The costs of all refreshments ordered or consumed by the Secondary Members in the WM Club, other than the complimentary food and drinks described in clause 2(A) above, shall be paid by the Licensee to the Catering Supplier. The Club shall provide in the WM Club, or shall procure the provision in the WM Club of, details of the costs of each of the refreshments available in the WM Club. The Catering Supplier may change the costs of any refreshments from time to time. (D) The provision of any refreshments (including, without limitation, alcoholic beverages) to any persons in the WM Club shall be subject to all relevant legal restrictions applicable to the Club, the Catering Supplier, any Emirates Stadium Company and/or Emirates Stadium (including, without limitation, all restrictions imposed by, and any regulation of, any relevant licensing or other governing body or authority) and the grant of any necessary licences. The Licensee shall procure that the Secondary Members shall consume all alcoholic drinks within the interior of the WM Club Area. (E) The only refreshments which may be consumed in the WM Club Area are those supplied by the Catering Supplier pursuant to the provisions of this clause 4. The Licensee shall procure that the Secondary Members shall not bring any food, drink or other refreshments into the WM Club Area for consumption by the Secondary Members or for any other reason. (F) If the Secondary Members has any complaints in respect of the catering or refreshments service provided in the WM Club, the Secondary Members should, at first instance, take up such complaints directly with the Catering Supplier. Any such complaints may also be referred to the Licensee’s personal account manager. AFC Standard Form: Last Updated 16/06/2010 5 5. Repairs and maintenance (A) The Club will be responsible for carrying out all repairs and maintenance (including ordinary cleaning and rubbish removal) to the WM Club provided that the Club will not accept liability for, and will not be in breach of any of its obligations under the Membership Agreement by reason of, any breakages or defects to the WM Club which are not the result of fair wear and tear, or are caused by the acts or omissions of any Member. (B) The Club, each Emirates Stadium Company and each of its or their employees, agents or contractors shall have the right at any time to carry out emergency repairs to the WM Club Area or any other areas of Emirates Stadium to which the Secondary Members have access, or any fixtures or fittings therein, or any adjoining property of the Club or any Emirates Stadium Company. 6. Unavailability of the WM Club Area and other benefits (A) If the Club determines that all or any part of the WM Club Area is unavailable for a Home Match due to: (i) health and safety requirements, the Ground Regulations or other Regulation or Law; or (ii) the need for any other repairs or alterations to be made to all or any part of the WM Club Area or any fixtures or fittings therein and such repairs or alterations are in the Club’s opinion necessary or desirable (other than as a result of the acts or omissions of any Member); or (iii) any other circumstances at the Club’s reasonable discretion, the Club will use reasonable endeavours to provide the Secondary Members during any such period of unavailability, with a suitable alternative dining option elsewhere in Emirates Stadium, the location of each of which will be determined by the Club and which, subject to availability, will be of as high a standard as possible. Where the Club is not able to provide the Secondary Members with such alternative dining, the Licensee will be entitled to a refund in respect of the relevant Home Match(es), the amount of such refund and, the form and timing thereof, to be determined by the Club acting reasonably. (B) The Club will use reasonable endeavours to ensure that the benefits set out in 2(C) and 2(D) above are made available to the Secondary Members. However, if for any reason, the Club is unable to procure such benefits for the Secondary Members, they will use their reasonable endeavours to procure a suitable alternative benefit for the Secondary Members. In any event, the Club shall not be liable to the Licensee for any failure to procure such benefits. AFC Standard Form: Last Updated 16/06/2010 6 7. Undertakings and acknowledgements of the Licensee (A) The Licensee shall procure that the Secondary Members are aware of, and comply with, these Terms and Conditions (including the Ground Regulations) and, in particular that such persons shall, at all times: (i) use the WM Club Area in a proper and lawful manner and not so as to cause any nuisance, annoyance or inconvenience to the Club or any other person (including any other Members, guests, spectators or visitors to the Emirates Stadium) or to render void or voidable, in part or whole, any insurance maintained by the Club or any Emirates Stadium Company in respect of Emirates Stadium; and (ii) ensure that neither the WM Club Area (or any part thereof) nor any other part of Emirates Stadium to which the Secondary Members may be granted access are damaged (fair wear and tear excepted). (B) The Licensee shall not, without the prior written consent of the Club, make any public statement or announcement linking, or implying any relationship between, or engage in any marketing, advertising or promotional activity which links, or implies any relationship between, the Licensee and the Club. (C) If the Secondary Members fails to comply with any of these Terms and Conditions (including the Ground Regulations), the Club or any Emirates Stadium Company may, in its sole discretion, and without prejudice to its other remedies, eject the Secondary Members from Emirates Stadium without any refund. 8. Security The Club shall take all reasonable precautions to maintain the security of the WM Club Area between Home Matches but neither it nor any Emirates Stadium Company shall be responsible in any way for the loss of, or damage to, any property of the Licensee or Secondary Members in the WM Club Area or in any other part of Emirates Stadium (including, without limitation, any property left behind by the Licensee or Secondary Members in the WM Club Area). Notwithstanding the foregoing, the Club and any Emirates Stadium Company shall be entitled to dispose of any property left behind by the Licensee or Secondary Members in the WM Club Area. 9. Payments (A) If the Licensee does not pay to the Club any part of the Fee on the due date for payment (a “Late Payment”), in addition and without prejudice to the Club’s rights under clause 12 below, such Late Payment shall bear interest at the rate of 2.5% above the base rate of The Royal Bank of Scotland Plc from the due date until the date of actual payment (both dates inclusive) by the Licensee to the Club. AFC Standard Form: Last Updated 16/06/2010 7 (B) All payments to be made by the Licensee under this Membership Agreement shall be made in full without any set-off, restriction, condition or deduction for, or on account of, any counterclaim or any other matter. 10. Disclaimer of liability (A) Save as expressly set out in this Membership Agreement, neither the Club nor any Emirates Stadium Company shall be responsible for, and shall not be liable to the Licensee or Secondary Members in respect of, any loss or damage whatsoever suffered by the Licensee or Secondary Members, whether in contract, tort or otherwise, in the event of any damage or destruction to all or any part of the WM Club Area or the unavailability of all or any part of the WM Club Area to the Licensee or Secondary Members. (B) Without prejudice to the provisions of clause 10(A) above, the Club shall not be in breach of, or be deemed to be in breach of, any provision of this Membership Agreement if it fails to perform any of its obligations under this Membership Agreement by reason of any fact, matter or circumstance which is outside the reasonable control of the Club. (C) All terms of this Membership Agreement are subject to the provisions from time to time of the Laws and Regulations. In the event of any conflict or inconsistency between the terms of any Law or Regulation and this Membership Agreement, the relevant Law or Regulation will prevail. The Club will not be in breach of this Membership Agreement by reason of compliance with the Laws and Regulations. (D) Neither the Club nor any Emirates Stadium Company shall be liable to the Licensee or Secondary Members, whether in contract, tort or otherwise, for any indirect, special or consequential loss or damage, or for any loss of profit or revenue, loss of use or enjoyment, loss of business or contracts, or loss of opportunity suffered by the Licensee. The aggregate liability of the Club and the Emirates Stadium Companies to the Licensee (and, if applicable, the Secondary Members) in connection with this Membership Agreement, whether in contract or tort, including negligence, or in any other way, shall not exceed the Fee paid by the Licensee under this Membership Agreement. (E) Notwithstanding any other provision of the Membership Agreement, none of the Club or any of the Emirates Stadium Companies seeks to exclude or limit its liability for (a) fraud, or (b) death or personal injury caused by its, or any of its officers, employees or agents, negligence. 11. Indemnity The Licensee shall indemnify the Club and each Emirates Stadium Company against all costs, charges, claims, expenses, demands and liabilities suffered or incurred by it as a result of any breach by the Licensee or Secondary Members of any provision of this Membership Agreement. AFC Standard Form: Last Updated 16/06/2010 8 12. Default and termination (A) If the Licensee or Secondary Members commits any serious or persistent breach of his obligations under this Membership Agreement, the Club shall be entitled to terminate this Membership Agreement (and cancel the Licensee’s memberships of the WM Club, including that of the Secondary Members) in each case with immediate effect by notice in writing to the Licensee, save that, if such breach is capable of remedy, the Club shall not be so entitled unless the Club first requests in writing to the Licensee that the Licensee or Secondary Members (as appropriate) remedy such breach and the relevant Member does not do so to the reasonable satisfaction of the Club within fourteen (14) days of receipt of such written request by the Licensee. If this Membership Agreement is terminated (and the Licensee’s memberships of the WM Club cancelled, including those of the Secondary Members) by the Club in accordance with this clause 12, the Club shall not have any obligation to refund the whole or any part of the Fee paid by the Licensee and such termination (and cancellation) shall not prejudice any other right of action which the Club may have in respect of any breach of any provision of this Membership Agreement by the Licensee or Secondary Members. (B) The Licensee acknowledges and agrees that, without prejudice to the generality of the provisions of clause 12(A), and without limitation, each of the following events shall constitute a serious breach by the Licensee of his obligations under the Membership Agreement for the purposes of clause 12(A): (i) the Licensee fails to pay when due any part of the Fee; (ii) any third party attempts to use any of the WM Club membership cards issued under this Membership Agreement (save where such membership card has previously been reported to the Club as having been lost or stolen), in order to gain any of the benefits or rights granted to the Licensee and Secondary Members under this Membership Agreement. (C) The Club shall be entitled to terminate this Membership Agreement with immediate effect by notice in writing to the Licensee in the event that the Licensee makes an application for an interim order under any relevant insolvency legislation for the time being in force, or enters into a voluntary arrangement or composition with his creditors, or a bankruptcy petition is presented against the Licensee, or any event analagous to any of the foregoing occurs in respect of the Licensee in any jurisdiction. 13. Sale, assignment and third party rights (A) Membership of the WM Club is, and the rights of the Licensee are personal to the Licensee, for the use of the Licensee or, where indicated, the Secondary Members. The Licensee and Secondary Members may not, without the prior written consent of the Club, assign, transfer, sell, novate, license, hire, grant or dispose of any of their rights under this Membership Agreement (or any interest in such rights) to any other person, AFC Standard Form: Last Updated 16/06/2010 9 save that the Licensee may nominate such people as he wishes to use the memberships issued under this Membership Agreement from time to time. (B) The Club hereby notifies the Licensee that the Club has assigned to The Law Debenture Trust Corporation plc, in its capacity as security trustee for certain of the secured creditors of ASMCL, AFC and certain Emirates Stadium Companies (the “Security Trustee”, which expression shall include the successors and assigns of The Law Debenture Trust Corporation plc in such capacity), as security, all of the Club’s rights in respect of this Membership Agreement. The Licensee hereby expressly acknowledges such assignment and agrees to comply with the terms of any written notice or instruction from the Security Trustee in connection with amounts payable to the Club under or in respect of this Membership Agreement. (C) The Club may sub-contract all or any part of its obligations under this Membership Agreement, at any time and from time to time, to any Emirates Stadium Company. (D) Certain provisions of this Membership Agreement expressly confer a benefit on the Emirates Stadium Companies and, subject to the remaining provisions of this clause 13(D), are intended to be enforceable by each Emirates Stadium Company by virtue of the Contracts (Rights of Third Parties) Act 1999. Save as set out in the previous sentence, the parties do not intend that any term of this Membership Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Membership Agreement. Notwithstanding the provisions of the first sentence of this clause 13(D) above, this Membership Agreement may be rescinded or varied in any way and at any time by the parties to this Membership Agreement without the consent of any Emirates Stadium Company. 14. Notices All notices, demands and other communications between the Club and the Licensee required or appropriate in relation to this Membership Agreement will be in writing and deemed given if posted, postage prepaid, to the other at its respective address set out on the first page of this Membership Agreement (or to such other address as may be designated by the Club or the Licensee (as the case may be), from time to time, in writing) on the second business day after posting and if sent via e-mail, upon the generation of a receipt notice by the other’s server, or if such notice is not so generated, upon receipt by the other’s server. 15. Illegality If any provision of this Membership Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability of any other provision of this Membership Agreement. AFC Standard Form: Last Updated 16/06/2010 10 16. Entire agreement This Membership Agreement constitutes the whole and only agreement between the Club and the Licensee in respect of the subject matter of this Membership Agreement and supersedes and extinguishes all prior oral or written agreements, understandings or arrangements between the Club and the Licensee relating to the subject matter of this Membership Agreement. 17. Amendments Save in respect of the provisions of clause 19 below, the Privacy Policy, the Dress Code and the Ground Regulations, each of which may be amended by the Club as set out in this Membership Agreement, no amendment of this Membership Agreement shall be effective unless made in writing and signed by both parties to this Membership Agreement. Copies of the then current Privacy Policy, Dress Code and Ground Regulations will be provided to the Licensee upon request. 18. No property interest created This Membership Agreement having been conducted at arm’s length, the Club and the Licensee agree that this Membership Agreement takes effect as a mere licence and does not grant the Licensee exclusive possession of the whole or any part of the WM Club Area or create a tenancy. 19. No smoking policy (A) Smoking shall be prohibited within the interior of the WM Club Area. (B) The Club, in its discretion, may notify Members of changes to the provisions of clause 19 at any time, and from time to time, by way of notice displayed in the WM Club Area. 20. Law This Membership Agreement shall be governed by and construed in all respects in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them. AFC Standard Form: Last Updated 16/06/2010 11 Schedule 1 - Privacy Policy We take your privacy very seriously. Please read this Privacy Policy carefully to see how we will treat the information that you provide to us. We will take reasonable care to keep your information secure and to prevent any unauthorised access or use of it. All information relating to you will be used and recorded by us in accordance with current data protection legislation from time to time and this Privacy Policy. We may change this Privacy Policy from time to time. Any such changes will be notified to you through the Website. We will also notify you of any changes in writing from time to time. However, we suggest you check the Website periodically to review the latest version. The information we collect We will collect and hold the information provided by you in your application for memberships of the WM Club. The information we will ask you to provide comprises details of your name, address, e-mail address and contact details. We will process this information and any other information we collect from you in accordance with this Privacy Policy. How we will use this information The Club will use your personal information to administer this Agreement, to provide you with the benefits set out in this Membership Agreement and for other purposes related to the business of the Club including for administration and customer services. We will only disclose this information to our service providers and agents for these purposes. We may also keep your information for a reasonable period of time to contact you (or to enable our trusted third parties to contact you), with (where it is necessary for us to obtain it) your consent, about any goods, services, promotions or offers which may be of interest to you. If the Club decides to sell its business or ceases to trade, becomes insolvent, enters into receivership or administration or any similar or equivalent event occurs, the Club or those acting on its or some or all of the creditors behalf may sell the Club’s business or parts of it to a third party or parties. In such circumstances, the Club or those acting on behalf of the Club or some or all of its creditors may transfer your personal information to those third parties. If required to do so by law, any regulation, treaty or other legally binding obligation with which the Club is required to comply, the Club will disclose some or all of your personal information as and to the extent that we are required to do so. We may aggregate the information you send to us with other data (so that you cannot be identified from that data) and use that aggregated data for administrative purposes and/or share it with other people. Sharing information We may, with your consent, share your information with our group companies, sponsors and other business partners. These organisations may contact you by mail, telephone, electronic messaging services, fax or e-mail to let you know about any goods, services, promotions or AFC Standard Form: Last Updated 16/06/2010 12 offers which may be of interest to you. To obtain a complete list of these third parties, please contact our Data Protection Officer at the address below. In all cases, we will take great care to ensure that your information is only processed in accordance with this Privacy Policy and the law and we will only permit your information to be used for authorised purposes. Security We take the security of your personal information very seriously. We have security procedures in place to protect our customer database from loss and misuse, and only allow access to it when absolutely necessary, and then under strict guidelines as to what use may be made of the personal information contained within it. Monitoring communications To make sure we follow your instructions correctly and to improve our service to you through training of our staff, we may monitor or record our communications with you. Your right to access the information Under the Data Protection Act 1998 you have the right to access information that we hold about you. In order to do this, please make a written application to our Data Protection Officer at the address below. We may require you to provide verification of your identity and to pay an administrative fee (which is currently £10) to provide a copy of the information that we hold. Please note that in certain circumstances we may withhold access to your information where we have the right to do so under current data protection legislation. Updating your information In the event that there is a change to your personal information, for example your contact details, please let us know by writing to our Data Protection Officer at the address below, so that we can keep your information up to date and accurate. Contact us If you have any queries about this Privacy Policy, or wish to stop any direct marketing of you by the Club or its group companies, or if you wish to access or update your information, please write to the Data Protection Officer, The Arsenal Football Club plc, Highbury House, 75 Drayton Park, London N5 1BU. AFC Standard Form: Last Updated 16/06/2010 13
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