SCHEDULE “A”

TERMS AND CONDITIONS

PART 1

EVENT DETAILS

1.1 Event Details and Final Deposit Form.

You must email the Event Details, in the form outlined in Schedule “B” hereto, to the Conference Coordinator by the Event

Details Deadline:

Following receipt of the Event Details the Conference Coordinator will send you a final deposit form which will include a detailed invoice listing all event costs related to the Event Details (the “Final Deposit Form”). You must pay the Final Deposit and email a signed and initialled copy of the Final Deposit Form to the Conference Coordinator by the Final Deposit Deadline. If the Final Deposit and Final Deposit Form are not submitted by the Final Deposit Deadline we may, at our option, cancel this Agreement and rent the Room to another party, without prior notice to you, in which case the Room Deposit will be forfeited and credited to a future event in accordance with Section 5.1.

If you request changes to the Event Details after they have been submitted to the Conference Coordinator we will use reasonable efforts to accommodate your request and may charge an administrative fee for any changes made. Under no circumstances will any changes to the Event Details result in a refund or reduction to the amounts owing for the Event.

1.2 Attendance Guarantee.

In your Event Details submission you must indicate the Attendance Guarantee, which will be used to calculate the Event costs for the Final Deposit. If the number of actual event attendees is greater than the Attendance Guarantee an additional payment will be required to cover the costs of these additional attendees and will be included in the Final Invoice. If the number of actual event attendees is less than the Attendance Guarantee you will not be entitled to a refund or reduction of the amount owing for the Event, as we will have incurred Event costs based on the Attendance Guarantee.

1.3 Catering Package.

Outside or third-party catering is not permitted for the Event. Our organization is not-for-profit and subsidized by students. We therefore rely on the revenue from Catering Packages to maintain our low room rental rates. A minimum expenditure on a Catering Package, which is calculated based on the Attendance Guarantee, is required for each event and applies on a daily basis for multiple day bookings. If you request Bar Service, an appropriate amount of food must be ordered in order for the service of alcohol to be permitted.

No leftover food containing dairy or meat can leave the premises. We do not provide take-away containers. All food, beverage and rental rates are subject to change without prior notice to you.

1.4 Bar Service.

You are not permitted to supply or serve your own alcoholic beverages. If alcoholic beverages are to be supplied and served during your Event, you must request Bar Service. Bar Service is permitted between 11:00 am and 1:00 am (the next day). Your Event Details submission must indicate whether you require Bar Service and the hours of Bar Service required.

We charge a four hour minimum bartender fee for Bar Service, being $350.00. If cash, ticket, or host bar revenues (before applicable tax and service charges) are less than $350.00, the difference will be added to your Final Invoice. Events held at our premises that require Bar Service will abide by all federal, provincial and municipal laws regarding the purchase and sale of alcoholic beverages. Our servers will have successfully completed the smart serve responsible alcohol beverage service training program for the benefit and safety of your guests. If our servers or employees deem alcohol consumption to be excessive, they may stop all alcohol service and/or evict inebriated guests from the premises.

1.5 Audio Visual Equipment.

We do not supply or rent laptop computers, therefore if they are required you must bring your own. No outside or third-party LCD projectors are permitted as they must be rented from us. Your Event Details submission must indicate whether you require a LCD projector and provide details on any other audio or visual equipment you intend to use.

PART 2

DEPOSITS AND CHARGES

2.1 Deposits and the Final Invoice.

All deposits and prepayments are not refundable and cannot be waived. If the Room Deposit or Final Deposit is not paid by the time specified on this Agreement cover page, we may, at our option, cancel this Agreement and rent the Room to another party, without prior notice to you and any deposit received will be forfeited and may be credited to a future event in accordance with Section 5.1.

The Room Deposit is paid to reserve and use the Room on the specified date, before taxes. The Final Deposit is an estimate of the remaining Event costs based on the Event Details submitted by you. Within 14 days of completion of the Event you will receive the Final Invoice. The Final Invoice may include charges for additional event attendees above the Attendance Guarantee, changes to food, beverage and rental rates, changes to Event Details, fees for damage to the premises and additional administrative fees. All deposits and amounts owing under this Agreement are payable by credit card or cheque, however we may, in our sole discretion, require that all payments be made by certified cheque. All cheques should be made payable to Oakham House. Any payments made by cheque will not be considered paid until the funds have been deposited into our account and no holdbacks or other conditions have been imposed on the funds by our bank. If a cheque from you is declined by our bank due to insufficient funds in your account (an “NSF Cheque”) you hereby agree that:

• the reissued payment and all subsequent payments made by you for the Event must be made by credit card or certified cheque;
• you will be charged an administrative fee of $20.00 for each NSF Cheque received by us; and
• you will reimburse us for any charges levied on our account by our bank as a result of the NSF Cheque(s).

2.2 Payments from Toronto Metropolitan University Departments.

If you are a Toronto Metropolitan University department, you must email a signed copy of this Agreement, the Final Deposit Form or the Final Invoice, as applicable, by email to Toronto Metropolitan University financial services at: poinvoices@tmusc.ca. Please CC the Conference Coordinator on these emails. We understand that Toronto Metropolitan University financial services may take over a week to process your payment and agree to accommodate this delay. We will provide you with an email confirmation when we receive your payment from Toronto Metropolitan University financial services.

2.3 Interest, Tax and SOCAN.

Any over-due amounts owing under this agreement will bear interest at the rate of 2% per month (24% per year) until paid, unless such rate exceeds the maximum rate allowed by applicable laws, in which case the maximum legal rate will apply. Payments that are over-due as a result of processing delays at Toronto Metropolitan University financial services will not be subject to interest. A service charge of 17% of all food and beverages, before taxes, purchased for the Event will be charged to you and included in the Final Invoice. All food and beverages are subject to applicable taxes. Food, alcoholic and non-alcoholic items are taxed at the current Harmonized Sales Tax of 13%. Taxes are subject to change according to new tax laws and regulations. Taxes will be charged in strict accordance with provincial and federal tax laws and regulations.

A fee is required to be paid to SOCAN for your right to use music, which is copyrighted. The amount of the fee varies depending on room capacity and other factors. You will be billed for the applicable SOCAN fee which we will remit to SOCAN on your behalf.

PART 3

ROOM AND PREMISES USE

3.1 Room Reservation and Use.

In an effort to accommodate all clients using our premises, we may, at any time prior to the Event and on notice to you, re-assign the Event to a comparable room in our sole discretion. If the Attendance Guarantee is less or greater than the Room Capacity of the Room you have been assigned we may transfer the Event to another room and/or charge an additional rental fee. The Event is to take place during the Event times indicated on this Agreement cover page. We cannot permit you to enter the Room prior to the Event time as our staff require this time to set up the Room. All Displays and personal property must be removed from the Room at the end of the Event. If you use the Room for any amount of time before or after the Event time indicated on this Agreement cover page you will be charged an additional fee at our discretion and we may ask you to leave the Room immediately. Events times that exceed eight hours will be subject to additional fees which vary depending on the room reserved. Room reservations are not transferable. We will use reasonable efforts to accommodate any request to move to a different room or to change the Event date. If your request cannot be accommodated and you therefore cancel your reservation the cancellation charges outlined in Section 5.1 will apply.

3.2 Decorations and Signs.

You, your guests, employees and contractors are not permitted to post Displays on any painted surfaces in the Room or elsewhere on the premises (including hallways, bathrooms and entrance doors). Displays may be posted on non-painted surfaces, but only if painter’s masking tape is used to do so. All other Displays must be freestanding and cannot be hung. Displays must be removed by the end of the Event and cannot result in any damage to the premises. You will be responsible and charged for any damage caused by any failure to comply with this Section 3.2.

3.3 Noise.

Our premises are a student facility, therefore there will be students walking throughout the building during the Event. There may also be general noise from student events booked throughout the building, especially during the first three weeks of September, as this is Toronto Metropolitan University’s student orientation week. You hereby acknowledge that there may be noise disturbance during your Event.

You must notify the Conference Coordinator if your Event could have activities that may generate excess noise, including:

• musical performances (such as, acoustic singing, traditional drumming circles, live bands, choirs, instruments of any kind, a D.J. or use of an IPod or other stereo);
• team-building or motivational activities that include any sort of running, shouting, clapping or stomping; or
• any other activities that one could reasonably anticipate would generate excess noise.

If you fail to notify the Conference Coordinator of the possibility of excess noise we may require you to immediately stop the noise causing activities during the Event.

3.4 Deliveries.

Arrangements for the delivery, loading and unloading of any Displays or personal property for the Event and for the distribution of any packages to your guests must be made with the Conference Coordinator at least one week in advance of the Event. As we have limited space, we do not guarantee storage space for the Event. Most items, including audio and visual equipment, flowers, decorations and valuables must be delivered on the day of the Event and at least three hours before the Event time. These deliveries must be arranged with the Conference Coordinator.

PART 4

SECURITY AND PERSONAL PROPERTY

4.1 Security.

We will inspect and control all events. You assume full responsibility for the actions of your guests, employees and contractors. We may require that security guard(s) be hired, at your expense, to provide security services at the Event.

4.2 Personal Property, Damage and Liability.

We assume no responsibility for any Displays or personal property of yours or your guests, employees or contractors that are damaged or left in the Room or elsewhere on our premises. Displays, valuables and personal property must be removed from the Room by the end of the Event and are brought onto the premises at your sole risk. You are responsible for any loss or damage to the Room or premises resulting from your use thereof. You agree to indemnify and hold harmless the Indemnified Parties from all actions, claims, losses, expenses, costs or damages, including reasonable attorney fees, arising out of or resulting from your use of the Room, the premises and our services, unless the same are dueto the negligence of willful misconduct of any of the Indemnified Parties. Except for damages arising from fraud or gross negligence, our liability under this Agreement shall be limited to the Total Deposit. You hereby acknowledge and agree that all services, goods and products provided by us under this Agreement are provided “as is”, and that we make no, and expressly disclaim, all other representation or warranties (whether express, implied or statutory), including but not limited to, warranties as to merchantability or fitness for any particular purpose. You hereby further acknowledge and agree that under no circumstances, including negligence, will we be liable to you for any special, indirect, incidental, consequential, punitive or aggravated damages in respect of any matter relating to our services or the goods and products provided or to any matter relating to or arising directly or indirectly from this Agreement.

PART 5

CANCELLATIONS

5.1 Cancellations.

If you cancel the Event, the following rules will apply:

• If the Event is cancelled 30 days or more before the Event date, the Total Deposit for the cancelled event will be held for one year and applied as a credit toward a new event (not an existing booking);
• If the Event is cancelled between 14 and 29 days before the Event date, we will retain 25% of Total Deposit as liquidated damages for lost revenue. The remaining 75% of the Total Deposit will be held for one year and applied as a credit toward a new event (not an existing booking);
• If the Event is cancelled between 8 and 13 days before the Event date, we will retain 50% the Total Deposit as liquidated damages for lost revenue. The remaining 50% of the Total Deposit will be held for one year and applied as a credit toward a new event (not an existing booking); or
• If the Event is cancelled 7 days or less before the Event date, we will retain 100% of the Total Deposit as liquidated damages for lost revenue. If a credit from a previously canceled event has been applied to the deposits for this Event, the above rules do not apply and, in the event of cancellation, we will retain the Total Deposit as liquidated damages. Any funds held by us as a potential credit toward a new event in accordance with this Section 5.1 will be held for one year from the date the Event was cancelled. If the credit is not applied toward a new event within the year it will be forfeited to us.

5.2 Acts of God.

If for any reason beyond our control, including, but not limited to, strikes, labour disputes, accidents, government restrictions, transportation of foods, beverages and supplies, act of war, act of God, fire, flood, earthquake, severe weather conditions or other emergencies, we are unable to perform our obligations under this Agreement, such non-performance is excused and we may terminate this Agreement without any liability or damages of any nature.

PART 6

MISCELLANEOUS TERMS

6.1 Interpretation. In this Agreement, the words “we”, “our” and “us” refer to the Foundation and the words “you” and “your” refer to the Client.

6.2 Notices. Notices will be effective when received by the other party. Any notice or communication given pursuant to this Agreement will be in writing and delivered by hand or email transmission to the address of the Client Contact or Conference Coordinator, as applicable, indicated on this Agreement cover page or to such other address as either party may designate in the manner set out above.

6.3 Waiver. No waiver, delay or failure to act by us regarding any particular default, breach or omission by you will prejudice or impair any rights or remedy we have regarding that or any subsequent defaults, breaches or omissions.

6.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

6.5 Entire Agreement. This Agreement, including the schedules hereto, the Final Deposit Form and all other documents and instruments to be executed and delivered under it, constitutes the entire agreement between the parties and supersedes any previous agreement or arrangement, oral or written, between the parties. This Agreement, including the schedules hereto, the Final Deposit Form and all other documents and instruments to be executed and delivered under it, contains all the covenants, representations, and warranties of the respective parties. There are no oral representations or warranties between the parties of any kind. This Agreement may not be amended or modified in any respect except by written instrument signed by each of the parties.

6.6 Authority. If this Agreement is signed in the name of a corporation, partnership, association, club or society, the person signing represents and warrants to us that he/she has full authority to sign such agreement and that, in the event that he/she is not so authorized, he/she will be personally liable for the faithful performance of this Agreement.

6.7 Assignment. You may not assign all or any of your rights or obligations under this Agreement without our prior written consent, which may be delayed or withheld in our sole discretion. Any purported assignment of this Agreement by you without such prior written consent will be void.

6.8 Persons Bound. This Agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns.

6.9 Governing Law and Jurisdiction. This Agreement will be governed by and constructed in accordance with Ontario law and applicable Canadian law and will be treated in all respects as an Ontario contract.

6.10 Counterparts. This Agreement may be executed in counterparts, each of which so executed will be considered to be an original and the counterparts together will be one and the same instrument.