CLUB LEVEL SEAT LICENCE: TERMS AND CONDITIONS

1. Parties

1.1 This Agreement in respect of your Club Seat(s) for the Licence Period is made between The Arsenal Football Club PLC (the "Club") and the Licensee named in the Renewal Form(s) (the "Licensee" or "you").

1.2 The Club is entering into this Agreement as selling agent for, and on behalf of, ASMCL. As a result, ASMCL will have all of the rights and obligations of the Club under this Agreement and your rights and obligations under this Agreement shall lie against ASMCL only.

2. Interpretation
The capitalised terms used in this Agreement have the meanings given to them in the Glossary set out in Schedule 3.

3. Benefits

3.1 Subject to your payment of the Licence Fee and the other Terms and Conditions contained herein, on entering into this Agreement you will be entitled to the following benefits for the duration of the Licence Period:

(A) you will automatically become a Platinum Member of "The Arsenal" membership scheme for the Licence Period; and

(B) you will be entitled to the benefits set out in paragraphs 9 and 10 below.

3.2 If you are a WM Member, you will be entitled to the additional WM Benefits set out in Schedule 1 (subject to the additional terms and conditions set out in Schedule 1).

3.3 If you are a Foundry Member, you will be entitled to the additional Foundry Benefits set out in Schedule 2 (subject to the additional terms and conditions set out in Schedule 2).

4. Term
This Agreement is for the Licence Period only and accordingly, unless terminated earlier in accordance with its terms, will terminate on 1st June in the year in which the end of the Licence Period falls.

5. Payment
The amount of the Licence Fee and the payment terms are set out in the Renewal Form(s).

6. Renewal
The Club would expect, in normal circumstances, to be able to permit the Licensee to renew the licensing arrangements in respect of the Club Seat(s) at the end of the Licence Period, either for one or more additional Seasons, on such terms, including the amount of the Licence Fee, as may determined by the Club in its discretion, provided that the Licensee executes such new licensing agreement in respect of the Club Seat(s) by 1st June in the year in which the end of the Licence Period falls. However, this paragraph 6 shall not constitute any guarantee by the Club whatsoever of any such renewal, or give to the Licensee any rights to renew this Agreement or any other rights in respect of the Club Seat(s) after the end of the Licence Period.

7. Governing law
This Agreement is governed by English law. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising in connection with this Agreement.

8. Seating area location

8.1 The block, row and seat number(s) of your Club Seat(s) is shown on the relevant Club Season Ticket.

8.2 During the term of this Agreement, Emirates Stadium, the Club Area and/or each seat within the Club Area may be improved, altered or modified by the Club or any Emirates Stadium Company and the location of, and access to, any part of the Club Area may be changed or modified in any manner reasonably determined by the Club or any Emirates Stadium Company. The location of your Club Seat(s) may therefore be subject to change, but any such change will be notified to you by the Club.

9. Use of the Club Area

9.1 Subject to any applicable Law, Regulation and the Ground Regulations, access to Emirates Stadium and the Club Area for each Home Match will be permitted during the Relevant Times (or, in the case of the WM Club (for WM Members and WM Ticket Holders) and The Foundry (for Foundry Members and Foundry Ticket Holders), the times set out in Schedules 1 and 2 respectively), upon presentation by the Licensee or other Ticket Holder of a valid Club Season Ticket, WM Membership Card or Foundry Membership Card as appropriate.

9.2 The Licensee (and each other Ticket Holder) will only have the right to use the Club Area and the Club Seat(s) in accordance with the terms of this Agreement.

9.3 Neither the Licensee nor any other Ticket Holder will be entitled to admission to Emirates Stadium except on presentation at the designated entrance to Emirates Stadium of a valid Club Season Ticket and by complying with such other checks on admission as the Club, any Emirates Stadium Company, the police or any other authority responsible for control and safety at Emirates Stadium may impose from time to time.

9.4 All Club Season Tickets, WM Membership Cards and Foundry Membership Cards issued by the Club remain the property of the Club and must be returned to the Club on request.

9.5 In the event of any Club Season Tickets, WM Membership Cards and Foundry Membership Cards issued under this Agreement becoming lost or stolen the Licensee must inform the Club immediately. In addition, if any such Club Season Tickets, WM Membership Cards or Foundry Membership Cards issued under this Agreement are stolen, the Licensee must also inform the police immediately.

10. Catering in the Club Area (for non-WM and Foundry Members)

10.1 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 Club Area during the Relevant Times (excluding those times during the Relevant Times in which play in any Home Match is in progress).

10.2 The Licensee may pre-book a Seasonal Dining Package or Match Dining Package(s). As all dining packages are limited, bookings are accepted on a first come, first served basis. The Licensee shall make all arrangements concerning any Seasonal Dining Package and/or refreshments he (or any other Ticket Holder) may require with the Club. Match Dining Packages must be booked directly with the Catering Supplier, through the Club's online restaurant booker (or as otherwise directed by the Club). All Match Dining Packages will be subject to the terms and conditions provided upon booking.

10.3 In the event that the Licensee wishes to cancel any Seasonal Dining Package booked by the Licensee, such cancellation shall be subject to the following terms and conditions:

(A) if the Licensee cancels a full Season Seasonal Dining Package at any point during the Season, the Licensee shall be entitled to a pro rata refund, provided that the Club (as agent for the Catering Supplier) shall be entitled to retain monies equivalent to the value of the next four individual Home Match payments; or

(B) if the Licensee cancels a Seasonal Dining Package in respect of any individual Home Match, or is unable to attend any individual Home Match for which the Licensee has booked a Seasonal Dining Package, the Licensee shall not be entitled to any refund (and, for the avoidance of doubt, the Licensee's booking shall not be transferable to an alternative Home Match).

10.4 The Licensee and each Ticket Holder will be entitled to complimentary drinks (house red and white wine, beer, tea, coffee and a selection of soft drinks) at half-time of each Home Match.

10.5 The Club may from time to time, but shall be under no obligation whatsoever to, provide, or procure the provision of, any refreshments to the Club Area at other times and on other occasions than the Relevant Times.

10.6 The costs of all refreshments ordered or consumed by the Licensee and any other Ticket Holder in the Club Area, other than the complimentary drinks described in paragraph 10.4 above, shall be paid by the Licensee to the Catering Supplier (or, in the case of any pre-booked Seasonal Dining Package, to the Club as agent for the Catering Supplier). The Club shall provide in the Club Area, or shall procure the provision in the Club Area of, details of the costs of each of the refreshments available in the Club Area. The Club or the Catering Supplier may change the costs of any refreshments from time to time.

10.7 The provision of any refreshments (including, without limitation, alcoholic beverages) to any persons in the Club Area 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, and shall procure that any other Ticket Holder shall, consume all alcoholic drinks within the interior of the Club Area and not within sight of the pitch.

10.8 The only refreshments which may be consumed in the Club Area are those supplied by the Catering Supplier pursuant to the provisions of this paragraph 10. The Licensee shall not, and will procure that no other Ticket Holder shall, bring any food, drink or other refreshments into the Club Area for consumption by any person or for any other reason.

10.9 If the Licensee (or any other Ticket Holder) has any complaints in respect of the catering or refreshments service provided in the Club Area, the Licensee should take up such complaints with the Club in the first instance.

11. Repairs and maintenance

11.1 The Club will be responsible for carrying out all repairs and maintenance (including ordinary cleaning and rubbish removal) to the Club Area provided that the Club will not accept liability for, and shall not be in breach of its obligations by reason of, any breakages or defects to the Club Area (or any part thereof) which are not the result of fair wear and tear or are caused by the acts or omissions of the Licensee, any other Ticket Holder or any other person in possession of a Club Season Ticket. Notwithstanding the foregoing, the Club will not be liable for and will not be in breach of its obligations by reason of any breakages in, or defects to, the Club Area if, pursuant to paragraph 12 (Unavailability of Club Area) or otherwise, it provides the Licensee with an alternative seat (or seats) at Emirates Stadium or any other stadium where the First Team plays its home football matches in any Competition.

11.2 The Club has the right to charge the Licensee for, and the Licensee agrees to indemnify the Club against, the cost of repairs, maintenance, replacement or cleaning of the Club Area or any other areas of Emirates Stadium to which the Licensee (or any other Ticket Holder) has access, or any fixtures or fittings therein, resulting from any act or omission of the Licensee (or any other Ticket Holder) other than as a result of fair wear and tear.

11.3 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 Club Area or any other areas of Emirates Stadium to which the Licensee (or any other Ticket Holder) has access, or any fixtures or fittings therein, or any adjoining property of the Club or any Emirates Stadium Company, and to suspend access to such areas of Emirates Stadium as necessary.

12. Unavailability of Club Area
If the Club determines that all or any relevant part of Emirtes Stadium, the Club Area, or a Club Seat, is unavailable for a Home Match due to:

(A) health and safety requirements, the Ground Regulations or other Regulation or Law;

(B) the need for any other repairs or alterations to be made to Emirates Stadium, the Club Area (or any relevant part) 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 person in possession of a Club Season Ticket at the time of such act or omission); or

(C) any other circumstances at the Club's discretion,
the Club will use its reasonable endeavours to provide the Licensee, during any such period of unavailability, with alternative seating elsewhere in Emirates Stadium or, where Emirates Stadium is unavailable, such other stadium where the First Team plays its home football matches in any Competition (in which case the terms of this Agreement shall apply equally to such seats and such stadium), for each of the Licensee's Club Seat(s) which is so unavailable, the location of each of which will be determined by the Club and which, subject to availability, will be in the same Seat Category as the Licensee's Club Seat(s). Where the Club is not able to provide the Licensee with an alternative seat (or seats), the Licensee will be entitled to a refund, or to a credit against future licence fee payments for its Club Seat(s), in respect of the relevant Home Match(es), the amount of such refund or credit, and the form and timing thereof, to be determined by the Club acting reasonably.

13. Undertakings and acknowledgements of the Licensee

13.1 The Licensee shall, and shall procure that each other Ticket Holder shall, at all times:

(A) use the Club Area, the Club Seat(s) and Emirates Stadium 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 licensees of Club Seats, spectators or visitors to Emirates Stadium or local residents) 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;

(B) ensure that neither the Club Area (or any part thereof) nor any other part of Emirates Stadium to which the Licensee or any other Ticket Holder may be granted access are damaged (fair wear and tear excepted); and

(C) comply with all of the rules and regulations imposed by the Club or any Emirates Stadium Company from time to time in respect of admission to, and attendance at, Emirates Stadium, including, without limitation, the Ground Regulations and the provisions of paragraph 25 (No smoking policy).

13.2 The Licensee will not use, and shall procure that no other Ticket Holder uses, as a gift or prize in any promotion, charitable draw, raffle or competition, or seeks to profit from, any ticket obtained by him pursuant to this Agreement (including, without limitation, his Club Season Ticket(s), WM Membership Card or Foundry Membership Card, or any part thereof) or any other benefit provided by virtue of the Licensee entering into this Agreement.

13.3 The Licensee shall not make, and will procure that no other Ticket Holder makes, without the prior written consent of the Club, 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 or any Ticket Holder and the Club.

13.4 The Club or any Emirates Stadium Company may exclude or remove from the Club Area and Emirates Stadium, temporarily or permanently, any Licensee or Ticket Holder whom it, acting reasonably:

(A) believes to be the subject of a banning or other order prohibiting him or her from entering the Stadium or any other stadium;

(B) considers to be using, or have used, any rude, threatening or abusive language or behaviour to, or in respect of, any contractor, employee or agent of the Club or any Stadium Company, or any other spectator (including, without limitation, any language or behaviour relating to an individual's or group's colour, race, nationality, ethnic or national origins, sex, marital status, religion, age or disability);

(C) considers is in breach, is likely to breach, or has breached, any other provision of this Agreement and/or any other terms and conditions, rules, laws or regulations applicable to entry to Emirates Stadium; or

(D) believes is behaving in such a manner as will, or is likely to, cause a hazard to safety or security, or cause any contravention by such person, the Club or any Emirates Stadium Company of (a) any laws or regulations, including the terms of any health and safety, operating or other certificate, licence, consent, permit, approval or other authorisation, applicable to such person or entity or the Stadium, or (b) any restrictions imposed by the police or any other relevant authority in relation to any Home Match or other event from time to time.

13.5 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 any Ticket Holders of this Agreement or any other terms and conditions, rules, laws or regulations applicable to entry to Emirates Stadium.

13.6 The unauthorised sale or disposal of any ticket obtained by the Licensee (or any other Ticket Holder) under this Agreement (including, without limitation, his Club Season Ticket(s), WM Membership Card or Foundry Membership Card, or any part thereof) may amount to a criminal offence under section 166 of the Criminal Justice and Public Order Act 1994, as amended by the Violent Crime Reduction Act 2006. The Club will inform the police if it becomes aware, or has reasonable suspicions that any ticket obtained by the Licensee (or any other Ticket Holder) under this Agreement has been sold illegally and will press for charges to be brought against those breaking this law. If you are convicted of a ticket touting offence, or we reasonably suspect you to have committed such an offence, we will notify the Premier League, who may in turn notify other Premier League Clubs, and/or the UK Football Policing Unit. The information that we share may include your personal details, information about the offence and about ticket purchases (including payment details). We will use this to identify and prevent ticket touting offences and disorder at matches.

13.7 By entering Emirates Stadium, the Licensee (and any other Ticket Holder) acknowledges that photographic images and/or video recordings and/or stills taken from those video recordings may be taken of them and may also be used by the Club for marketing or promotional purposes. Entry into Emirates Stadium is confirmation that all persons have consented to such use of their image unless the Club is notified in writing to the contrary. If any images should feature an individual prominently the Club will make reasonable efforts to gain the consent of that person before publishing such image.

14. Security
The Club shall take all reasonable precautions to maintain the security of the Club Area between 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 any other Ticket Holder) in the Club Area or in any other part of Emirates Stadium (including, without limitation, any property left behind by the Licensee (or any other Ticket Holder) in the 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 any other Ticket Holder in the Club Area.

15. Payments

15.1 If the Licensee does not pay to the Club any part of the Licence Fee or any other payment due under or in respect of this Agreement on the due date for payment (a "Late Payment"), in addition and without prejudice to the Club's rights under paragraph 18 (Default and termination), such Late Payment shall bear interest at the rate of 2.5% above the base rate of Barclays Bank PLC from the due date until the date of actual payment (both dates inclusive) by the Licensee to the Club.

15.2 All payments to be made by the Licensee under this 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. Any payments due to be made by the Club to the Licensee under this Agreement may be set off against any sums owed to the Club by the Licensee under this Agreement or any other agreement between the Club and the Licensee.

16. Limitation of liability

16.1 Save as expressly set out in this Agreement, neither the Club nor any Emirates Stadium Company shall be responsible for, nor shall be liable to the Licensee (or any other Ticket Holder) in respect of, any loss or damage whatsoever suffered by the Licensee (or any other Ticket Holder), whether in contract, tort or otherwise, in the event of any damage or destruction to the Club Area or his Club Seat(s) or the unavailability of the Club Area or his Club Seat(s) to the Licensee (or any other Ticket Holder).

16.2 Without prejudice to the provisions of paragraph 16.1, the Club shall not be in breach of, or be deemed to be in breach of, any provision of this Agreement if it fails to perform any of its obligations under this Agreement by reason of any fact, matter or circumstance which is outside the reasonable control of the Club.

16.3 All terms of this 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 Agreement, the relevant Law or Regulation will prevail. The Club will not be in breach of this Agreement by reason of compliance with the Laws and Regulations.

16.4 Neither the Club nor any Emirates Stadium Company shall be liable to the Licensee (or any other Ticket Holder), 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. The aggregate liability of the Club and Emirates Stadium Companies to the Licensee (and, if applicable, any other Ticket Holder) in connection with this Agreement, whether in contract or tort, including negligence, or in any other way, shall not exceed the aggregate fee paid by the Licensee as at the relevant date.

16.5 Notwithstanding any other provision of the Agreement, none of the Club or any of 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.

17. 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 any other Ticket Holder) of any provision of this Agreement.

18. Default and termination

18.1 The Club shall be entitled to terminate this Agreement with immediate effect by notice in writing to the Licensee in the event that:

(A) the Licensee is at any time, or any other Ticket Holder is, at the time he enters Emirates Stadium, subject to a banning or other order prohibiting him from entering Emirates Stadium or any other stadium;

(B) (being a body corporate) there is a change of control of the Licensee (within the meaning of section 840 of the Income and Corporation Taxes Act 1988), or application for an order is made, or resolution passed, for the winding up of the Licensee, application for an administration order is made, a provisional liquidator, receiver, administrative receiver or administrator is appointed, or a voluntary arrangement is proposed, in each case, in respect of the Licensee (or over all or any of its assets);

(C) (being a partnership) the Licensee is dissolved or any event analogous to a dissolution occurs in respect of the Licensee in any jurisdiction (excluding a dissolution of the Licensee (a) if and to the extent that it relates only to the conversion of the Licensee to a solvent UK limited liability partnership (the "LLP"), and (b) the LLP enters into an agreement with the Club in respect of the Club Seat(s) on identical terms to this Agreement; or

(D) a bankruptcy petition is presented against the Licensee,
or any event analogous to any of the foregoing occurs in respect of the Licensee in any jurisdiction.

18.2 The Licensee acknowledges and agrees that, without prejudice to the generality of the provisions of paragraph 18.3, and without limitation, each of the following events shall constitute a serious breach by the Licensee of his obligations for the purposes of paragraph 18.3:

(A) the Licensee fails to pay when due any part of the Licence Fee or any other amount payable by him under this Agreement or any other agreement between the Licensee and the Club;

(B) the Licensee (or any other Ticket Holder) makes any unauthorised sale or offer for sale of any ticket obtained by the Licensee pursuant to this Agreement (including, without limitation, his Club Season Ticket(s), WM Membership Card(s) and/or Foundry Membership Card(s) or any part thereof), or any right in respect of any of the same, or any unauthorised third party attempts to use his Club Season Ticket(s), WM Membership Card(s) and/or Foundry Membership Card(s), which have not 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 under this Agreement; or

(C) the Licensee (or any other Ticket Holder) is found guilty of a criminal offence in connection with his behaviour in Emirates Stadium, or any other stadium.

18.3 If the Licensee commits any serious, repeated or persistent breach of his obligations under this Agreement or any other agreement between the Licensee and the Club, the Club shall be entitled to terminate this Agreement (and cancel any Club Season Tickets, WM Membership Cards and/or Foundry Membership Cards held by the Licensee) 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 that the Licensee remedy such breach and the Licensee does not do so to the reasonable satisfaction of the Club within fourteen (14) days of receipt of such written request by the Licensee.

18.4 If this Agreement is terminated (and the Licensee's Club Season Ticket(s), WM Membership Card(s) and/or Foundry Membership Card(s) cancelled) by the Club in accordance with this paragraph 18, the Club shall not have any obligation to refund the whole or any part of the Licence Fee, or any other fee paid by the Licensee to the Club under this Agreement, 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 Agreement by the Licensee.

19. Sale, assignment and third party rights

19.1 The rights of the Licensee under this Agreement and any Club Season Ticket, WM Membership Card(s) and/or Foundry Membership Card(s) provided to the Licensee pursuant to this Agreement are personal to the Licensee, save that a Licensee may permit a Ticket Holder, for no charge or commercial gain whatsoever to the Licensee, to use a Club Season Ticket, WM Membership Card(s) and/or Foundry Membership Card(s) provided to the Licensee pursuant to this Agreement from time to time. The Licensee shall not, and shall procure that no Ticket Holder shall, without the prior written consent of the Club, assign, transfer, sell, offer to sell, novate, licence, hire, grant or dispose of any of his rights under this Agreement, any Club Season Ticket, WM Membership Card(s) and/or Foundry Membership Card(s) or any other ticket made available under this Agreement (or any interest in such rights) to any other person.

19.2 If the Licensee dies the Club will take into account the Licensee's wishes in considering the transfer of this Agreement to another person, but is under no obligation to follow such wishes. Prior to any such transfer, this Agreement will continue, but the Club may terminate this Agreement (i) if any sums due under this Agreement are not paid on the due dates, or (ii) otherwise in accordance with its terms.

19.3 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, the Club 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 Agreement and each Club Season Ticket. 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 Agreement.

19.4 The Club may sub-contract all or any part of its obligations under this Agreement, at any time and from time to time, to any Emirates Stadium Company.

19.5 Certain provisions of this Agreement expressly confer a benefit on Emirates Stadium Companies and, subject to the remaining provisions of this paragraph 19.5, 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 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 Agreement. Notwithstanding the provisions of the first sentence of this paragraph 19.5, this Agreement may be rescinded or varied in any way and at any time by the parties to this Agreement without the consent of any Emirates Stadium Company.

20. Notices
All notices, demands and other communications between the Club and the Licensee required or appropriate in relation to this Agreement will be in writing and deemed given if posted, postage prepaid, to the other at its respective address set out in the Renewal Form(s) 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.

21. Illegality
If any provision of this 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 Agreement in that jurisdiction or the validity or enforceability of that or any other provision of this Agreement in any other jurisdiction.

22. Entire agreement
This Agreement constitutes the whole and only agreement between the Club and the Licensee in respect of the subject matter of this 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 Agreement.

23. Amendments
Save in respect of the provisions of paragraph 25 (No smoking policy), the Privacy Policy, the Dress Code (in respect of the WM Members and Foundry Members) and the Ground Regulations, which may be amended by the Club as set out in this Agreement, any amendment to this Agreement will be agreed with you prior to taking effect. Copies of the then current Privacy Policy, Dress Code (in respect of the WM Members and Foundry Members) and Ground Regulations will be provided to the Licensee upon request. 

24. No property interest created
This Agreement having been conducted at arm's length, the Club and the Licensee agree that this Agreement and any Club Season Ticket, WM Membership Card(s) and/or Foundry Membership Card(s) takes effect as a mere licence and does not grant the Licensee exclusive possession of the Club Area, or any Club Seat, or create a tenancy.

25. No smoking policy

25.1 Smoking is prohibited within Emirates Stadium, including the interior of the Club Area.

25.2 The Club, in its discretion, may notify the Licensee (and any other Ticket Holders) of changes to the provisions of paragraph 25.1 at any time, and from time to time, by way of notice displayed in the Club Area.

Schedule 1: WM Club Terms and Conditions

1. WM Benefits
If the Licensee is a WM Member, subject to the Terms and Conditions, and to compliance with the Dress Code, the Licensee and any WM Ticket Holders will be entitled to the following WM Benefits:

(A) Exclusive access to the WM Club for every Home Match including:

  • a private table for the day;
  • a complementary cocktail drinks reception on arrival;
  • 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 Licensees or WM Ticket Holders have special dietary requirements, a supplementary fee may be payable at the Club's discretion);
  • complementary house wines and beers, and soft drinks before the Home Match, at half-time and also after the Home Match;
  • merchandise and betting table service; and
  • occasional post match appearances by current players and Club ‘Legends'.

The WM Club will be open as follows:

  • 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.; 
  • 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
  • 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 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 Emirates Stadium. Any such use will be subject to availability.

2. Use of the WM Club and WM Benefits
Prior to start of the Season, the Licensee will be issued with the appropriate number of WM Membership Cards. In order to obtain any of the WM Benefits to which a Licensee and/or WM Ticket Holders are entitled at any time, such Licensee and/or WM Ticket Holders must each present a valid WM Membership Card for inspection by or on behalf of the Club.

3. Catering in the WM Club

3.1 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 "WM Catering Supplier")) of a refreshments service in the WM Club during the hours referred to in paragraph 1(A) of this Schedule 1 (excluding those times during that period in which play in any Home Match is in progress).

3.2 The Licensee shall, and will procure that any WM Ticket Holders shall, make all arrangements concerning any refreshments they require directly with the Licensee's personal account manager.

3.3 The costs of all refreshments ordered or consumed by the Licensee and/or any WM Ticket Holders in the WM Club, other than the complimentary food and drinks described in paragraph 1(A) of this Schedule 1, shall be paid by the Licensee to the WM 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 WM Catering Supplier or the Club may change the costs of any refreshments from time to time.

3.4 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 WM 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, and shall procure that any WM Ticket Holders shall consume all alcoholic drinks within the interior of the WM Club.

3.5 The only refreshments which may be consumed in the WM Club are those supplied by the WM Catering Supplier pursuant to the provisions of paragraph 3 of this Schedule 1. The Licensee shall not, and shall procure that any WM Ticket Holders shall not bring any food, drink or other refreshments into the WM Club for consumption or for any other reason.

3.6 If the Licensee or any WM Ticket Holders have any complaints in respect of the catering or refreshments service provided in the WM Club, they should, at first instance, refer such complaints to the Licensee's personal account manager.

4. Unavailability of the WM Club and other benefits

If the Club determines, under paragraph 12 of this Agreement, that all or any part of the WM Club is unavailable for a Home Match, the Club will use reasonable endeavours to provide the Licensee and/or WM Ticket Holders 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 Licensee and/or WM Ticket Holders 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.

Schedule 2: The Foundry Terms and Conditions

1. Foundry Benefits
If the Licensee is a Foundry Member, subject to the Terms and Conditions, and to compliance with the Dress Code, the Licensee and any Foundry Ticket Holders will be entitled to the following Foundry Benefits:

(A) Exclusive access to The Foundry for every Home Match including:

  • a private table for the day;
  • a complementary cocktail drinks reception on arrival;
  • 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 Licensees or Foundry Ticket Holders have special dietary requirements, a supplementary fee may be payable at the Club's discretion);
  • complementary house wines and beers, and soft drinks before the Home Match, at half-time and also after the Home Match;
  • merchandise and betting table service; and
  • occasional post match appearances by current players and Club ‘Legends'.

The Foundry will be open as follows:

  • 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.; 
  • 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
  • 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 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 Foundry for other events at Emirates Stadium.

(G) A discount of ten per cent on the price charged by the Club for use of The Foundry, whether for business meetings or the hosting of social functions on non-match or other non-event days at Emirates Stadium. Any such use will be subject to availability.

2. Use of The Foundry and Benefits
Prior to start of the Season, the Licensee will be issued with the appropriate number of Foundry Membership Cards. In order to obtain any of the Foundry Benefits to which a Licensee and/or Foundry Ticket Holders are entitled at any time, such Licensee and/or Foundry Ticket Holders must each present a valid Foundry Membership Card for inspection by or on behalf of the Club.

3. Catering in The Foundry

3.1 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 "Foundry Catering Supplier")) of a refreshments service in The Foundry during the hours referred to in paragraph 1(A) of this Schedule 2 (excluding those times during that period in which play in any Home Match is in progress).

3.2 The Licensee shall, and will procure that any Foundry Ticket Holders shall make all arrangements concerning any refreshments they may require directly with the Licensee's personal account manager.

3.3 The costs of all refreshments ordered or consumed by the Licensee and any Foundry Ticket Holders in The Foundry, other than the complimentary food and drinks described in paragraph 1(A) of this Schedule 2, shall be paid by the Licensee to the Foundry Catering Supplier. The Club shall provide in The Foundry, or shall procure the provision in The Foundry of, details of the costs of each of the refreshments available in The Foundry. The Foundry Catering Supplier or the Club may change the costs of any refreshments from time to time.

3.4 The provision of any refreshments (including, without limitation, alcoholic beverages) to any persons in The Foundry shall be subject to all relevant legal restrictions applicable to the Club, the Foundry 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, and shall procure that any Foundry Ticket Holders shall consume all alcoholic drinks within the interior of The Foundry.

3.5 The only refreshments which may be consumed in The Foundry are those supplied by the Foundry Catering Supplier pursuant to the provisions of paragraph 3 of this Schedule 2. The Licensee shall not, and will procure that any Foundry Ticket Holders shall not bring any food, drink or other refreshments into The Foundry for consumption or for any other reason.

3.6 If the Licensee or any Foundry Ticket Holders have any complaints in respect of the catering or refreshments service provided in The Foundry, they should, at first instance, refer such complaints to the Licensee's personal account manager.

4. Unavailability of The Foundry and other benefits
If the Club determines, under paragraph 12 of this Agreement, that all or any part of The Foundry is unavailable for a Home Match, the Club will use reasonable endeavours to provide the Licensee and/or Foundry Ticket Holders 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 Licensee and/or Foundry Ticket Holders 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.

Schedule 3: Glossary

In this Agreement the following terms have the following meanings:

Agreement
means this Agreement;

ASMCL
means Arsenal Stadium Management Company Limited;

Catering Supplier
has the meaning set out in paragraph 10.1 of this Agreement;

Club
means The Arsenal Football Club PLC;

Club Area
means the area of Emirates Stadium reserved for holders of Club Season Tickets (and, where the Licensee is a WM Member or Foundry Member, will be deemed also to incorporate the WM Club or The Foundry, as appropriate);

Club Season Ticket
means a ticket which gives the holder the right of admission to Emirates Stadium and the Club Area for all of the Home Matches during the Licence Period;

Club Seat(s)
means the seat (or seats) in the Club Area to which this Agreement relates;

Competitions
means the Premier League, the Football League (known as The Npower Championship and Npower Leagues 1 and 2 at the date of this Agreement), the Football Association Challenge Cup, the Football League Cup Competition, the UEFA Champions League and the UEFA Europa League;

Dress Code
means such dress code as the Club, in its discretion, may reasonably impose in respect of either the WM Club or The Foundry from time to time and notify to Licensees by way of notice displayed in the WM Club or Foundry as appropriate, which dress code as at the date of this Agreement shall comprise a prohibition on the wearing of shorts, singlets and vests in the WM Club or The Foundry;

Emirates Stadium
means the stadium known as "Emirates Stadium", London N7 7AJ at which the Club has the right to play Home Matches;

Emirates Stadium Company
means Arsenal (Emirates Stadium) Limited, together with its successors in title to Emirates Stadium and any operator or manager of Emirates Stadium;

First Team
means the first XI men's football team representing the Club;

Foundry Benefits
means those benefits set out in paragraph 1 of Schedule 2;

Foundry Member
means a Licensee whose Licence Fee includes payment for membership of The Foundry; 

Foundry Membership Card
means a membership card which gives the holder the right of admission to The Foundry for all of the Home Matches during the Licence Period;

Foundry Ticket Holder
means any person who is in possession of any Foundry Membership Card made available pursuant to this Agreement;

Glossary
means this glossary;

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 and which are incorporated into this Agreement;

Home Matches
means all home football matches to be 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 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 paragraph 15.1 of this Agreement;

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 and the Club Area and/or its use pursuant to this Agreement;

Letter
means the letter from the Club to the Licensee relating to the licence of a Club Seat or Club Seats for the Licence Period, if any, which forms part of this Agreement;

Licence Fee
means the fee which is payable by the Licensee to the Club pursuant to this Agreement as set out in the Renewal Form(s);

Licence Period
means the period selected in the Renewal Form(s) for which the Licensee has use of the Club Area and the Club Seat(s) pursuant to this Agreement;

Licensee (or "you")
means the person, company or partnership identified in the Renewal Form(s) as the Licensee;

Match Dining Package
means a pre-booked dining package for an individual Home Match in a Club Area restaurant;

Privacy Policy
means the Club's policy from time to time for dealing with each Licensee's personal information, a copy of the current version of which is available to view on the Website at www.arsenal.com/platinum/privacy-policy;

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;

Relevant Times
means (i) in respect of Saturday afternoon Home Matches with a 3.00 p.m. kick off, from 12.00 noon to 6.30 p.m.; (ii) 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 (iii) 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;

Renewal Form(s)
means the renewal documents sent to the Licensee together with this Agreement setting out the Licence Period, the Licence Fee and payment terms in respect of your Club Season Ticket(s), which shall form part of this Agreement;

Season
means the football season, usually from and including 1st August up to and including the next following 31st July;

Seasonal Dining Package
means a pre-booked dining package in a Club Area restaurant for the first 30 (thirty) Home Matches of the relevant Season (for avoidance of doubt this excludes dining benefits to which WM Members and Foundry Members are entitled pursuant to Schedules 1 and 2 respectively);

Seat Category
means the applicable category of Club Seat ("half-way line", "midfield", "behind goal" or "corner");

Security Trustee
has the meaning set out in paragraph 19.3 of this Agreement;

Terms and Conditions
means all of the terms and conditions of this Agreement, comprising for the avoidance of doubt, the terms and conditions set out in this document, the Letter, the Renewal Form(s), the Schedules to this Agreement, and all of the other terms and conditions which form part of this Agreement or which are incorporated into this Agreement, including the Ground Regulations;

Ticket Holder
means any person other than the Licensee who is in possession of any Club Season Ticket, WM Membership Card or Foundry Membership Card made available to them by the Licensee pursuant to this Agreement (and, for the avoidance of doubt, for no charge or commercial gain to the Licensee), as appropriate;

Website
means the Club's website, www.Arsenal.com;

WM Benefits
means those benefits set out in paragraph 1 of Schedule 1;

WM Member
means a Licensee whose Licence Fee includes payment for membership of the WM Club;

WM Membership Card
means a membership card which gives the holder the right of admission to the WM Club for all of the Home Matches during the Licence Period; and

WM Ticket Holder
means any person who is in possession of any WM Membership Card made available pursuant to this Agreement.

Copyright 2014 The Arsenal Football Club plc. Permission to use quotations from this article is granted subject to appropriate credit being given to www.arsenal.com as the source 16 Feb 2011