1 Definitions

1.1 Additional Costs means the costs we charge You for any Additional Services.

1.2 Additional Services means any services which You request that we provide in addition to the Programme set out in the [Schedule to the] Contract.

1.3 Cancellation Table means the table detailing cancellation fees set out in the Payment Schedule.

1.4 Charges means the Costs set out in the Contract and any Additional Costs.

1.5 Confirmation means the notification made by You that You wish the Programme to proceed.

1.6 Contract means a contract between You and us in relation to the provision of the Programme and incorporating these Standard Terms and Conditions.

1.7 Costs means the costs set out in the Contract.

1.8 Events beyond our control means unusual, unforeseeable or unavoidable events beyond our control, the consequences of which could not be avoided even if all due care has been exercised including but not limited to war, threat of war, riot, civil disobedience or strife, government action, terrorist activity, natural or industrial disaster, fire, adverse weather conditions, level of water in rivers or floods, closure of airports and may also include industrial disputes involving third parties, technical or maintenance problems or unforeseen operational decisions of air carriers such as changes of schedule or any failure in the information technology infrastructure (including but not limited to our website) or failure in internet connections.

1.9 Itemised Budget means the detailed schedule or spreadsheets setting out the costs of services included in the Programme, as appended to the Contract.

1.10 Participants means all individuals participating in the Programme at your request.

1.11 Payment Schedule means the payment schedule attached to the Contract.

1.12 Programme means the programme detailed in the Itemised Budget.

1.13 Programme Commencement Date means the date on which the Programme begins as stated in the Itemised Budget.

1.14 Supplemental Payment Schedule means a schedule detailing the costs and dates for payment for any Additional Services we agree to provide.

1.15 Updated Budget means any amendment to the Itemised Budget agreed between the parties

2 Your obligations

2.1 For all Participants You will promptly provide to us such details as we reasonably request in order to deliver the Programme and/or comply with our legal obligations.

2.2 You warrant that You have provided, and will continue to provide accurate, up to date, and complete information about yourself and all Participants.

2.3 You must notify us as soon as possible (and, in any event at least 48 hours before the deadline for cancellation of any relevant element of the Programme) of any changes or proposed changes in the numbers of Participants.

2.4 You must indemnify us against any liability we incur to any third party as a result of a change to:

(a) the number of Participants; or

(b) an element of the Programme at your request.

2.5 Before the relevant element of the Programme is arranged, You must inform us:

(a) if any Participant is disabled or incapacitated or of limited mobility or has any special dietary or medical needs or requires special assistance for any reason; or

(b) if wheelchair or other mobility assistance is required.

2.6 You must ensure that your duly authorised representative is available throughout the duration of the Programme who shall be readily accessible to us and be empowered to receive and provide instructions and information.

2.7 Where You choose to deliver any element of the Programme or activity related to the Programme through your own personnel or a third party, You must ensure that any such person is appropriately trained and qualified.

3 Our rights and obligations

3.1 We will deliver the Programme and the Additional Services in accordance with the terms of the Contract.

3.2 We may contract with third party suppliers on your behalf in relation to any element of the Programme.

3.3 Unless otherwise agreed by You in writing, we will:

(a) employ suppliers to provide services to You who are competent in, qualified in and compliant with relevant local laws;

(b) require all suppliers to hold insurance against liability to employees and public (general) liability insurance as appropriate in respect of all services provided by such supplier in so far as such insurance is reasonably available in the country where such supplier operates.

3.4 We will inform You of any changes to the Costs and any Additional Costs within a reasonable period.

4 Costs and payment

4.1 You must pay all Costs in the amounts and on the dates set out in the Payment Schedule and Itemised Budget.

4.2 Where we agree to provide Additional Services, You must pay all Additional Costs in the amounts on the dates set out in the Supplemental Payment Schedule or Updated Budget.

4.3 Any extra costs incurred onsite are to be settled by client credit card unless otherwise agreed in writing or signed for by an authorised party and settled up later, as agreed.

4.4 We may revise the Charges upwards or downwards to allow for variations between the date of the Contract (or in the case of Additional Costs, the date on which the terms of the relevant Additional Services are agreed between us) and the date of performance of any element of the Programme as detailed in the Itemised Budget.

4.5 You must pay to us all Charges in full by the date shown on the invoice.

4.6 We are entitled to charge You interest on any payment which is not received by us when due. This will be calculated on a daily basis at the 2% rate per annum above the prevailing base rate of our bankers as specified in the Payment Schedule from the date upon which payment was due until the date of payment.

4.7 We reserve the right not to provide any element of the Programme or any Additional Services or pay any suppliers until You have paid us sufficient funds to meet such expenses and we will not be liable for any matters arising out of any delay by You in payment.

4.8 Where we have contracted with third parties on your behalf, You will be solely responsible for any additional charges made by such suppliers as a result of any delay by You in paying our invoices.

5 Changes and cancellations by You

5.1 After signing the Contract, You may not change the minimum number of Participants stated in the Contract.

5.2 Subject to clause 5.1, You may request changes to any element of the Programme. All changes are subject to availability, limitations and restrictions of the relevant supplier.

5.3 If the change means that the cost of the Programme will increase, You agree to pay such extra costs.

5.4 If the change results in a refund by a relevant supplier, we will pass this refund on to You.

5.5 Where You cancel any element of the Programme, we will pass on to You any charges in relation to cancellation imposed by the relevant service provider. Where You have chosen to pay for any element of the Programme directly to the relevant service provider, You will be responsible for any charges arising from such cancellation.

5.6 If You have a booking for any element of the Programme but choose not to avail yourself of such element, You will not be entitled to any refund from us.

5.7 If You change or cancel any part of the Programme, we shall be entitled to charge fees for work undertaken up to the point of change in accordance with the Itemised Budget in respect of that part of the Programme.

5.8 If You cancel the Programme before the Programme Commencement Date You will pay to us a cancellation fee calculated in accordance with the Cancellation Table.

5.9 Notice of any partial or total cancellation must be received by us from You in writing.

5.10 Cancellation will be effective on the date on which such notification is received. Any notice of cancellation received on any working day after 5pm in the place of business of the recipient will be deemed received on the next working day. A notice received on a non-working day in the place of business of the recipient will be deemed received on the next working day.

6 Changes and cancellations by us

6.1 We may terminate the Contract if:

(a) You fail to pay any invoice when it falls due;

(b) You fail to provide any information necessary for us to deliver any element of the Programme;

(c) You are in breach of any of your obligations under these terms and conditions; or

(d) You have entered into liquidation, have become bankrupt or ceased to carry on business or have made an arrangement with your creditors.

6.2 Where we terminate pursuant to 6.1 our liability to You will be limited to refunding any monies paid by You less:

(a) a fee for work done calculated in accordance with clause 5.7;

(b) an administration fee calculated in accordance with clause 5.8; and

(c) any monies which cannot reasonably be recovered from third party suppliers We have paid on your behalf.

6.3 If we make a significant change to the Programme or any element of the Programme which is due to an event beyond our control we will not be liable to offer You any compensation.

7 Communication of information

7.1 Unless otherwise agreed by us, all communication with You will be sent to the person (or main person) who has arranged the Programme with us at the address set out in the Contract. It is your responsibility to ensure that all Participants receive a copy of all such information and communications within any required time-limits and You agree to fully indemnify us for any failure to do so.

8 Confidentiality

8.1 Except where otherwise required by law or specifically authorised in writing by the other, we each agree that we shall not disclose, use or copy any information of a confidential or proprietary nature relating to the other to any person (other than our suppliers or employees, agents or representatives who need to know such information for the due delivery of the Programme). Such information shall include, without limitation, all proposals, estimates, creative work, research, documentation and advice relating to the Programme prepared by us.

9 Intellectual Property

9.1 All copyright and intellectual property rights whatsoever in or connected with all proposals, estimates, creative work, research, documentation and advice and all matters prepared or created by us relating to the Programme are and will at all times remain vested in us.

10 Data protection

10.1 TFI Group are registered with the Data Protection Agency, and comply with its legislation.

10.2 We may collect and store personal data relating to Participants, for the purposes of operating the Programme.

10.3 We may transfer Participant data to various third parties for the purposes of making reservations on your behalf and/or collecting payments related to reservations for the Programme.

11 Liability & Insurance

11.1 We shall not be liable for any loss arising from failure to provide any element of the Programme as a result (either directly or indirectly) of your failure to provide us with correct or complete instructions.

11.2 We shall not be liable for any loss or damage to any items belonging to any of the Participants unless accepted by us for safe keeping.

11.3 In respect of legal liability for death, injury or disease suffered by any person or damage to material property, each party to the Contract shall be liable for their own actions and those of their employees and contractors.

11.4 Each party to the Contract and shall maintain public (general) liability insurance which shall be valid in respect of the Programme. Such insurance held by us shall include an indemnity to You as principal.

11.5 Our total liability in contract, tort (including negligence other than in respect of death or personal liability

or

breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with any event, shall be limited to the price paid by You for the Programme.

11.6 We shall not be liable for any claim for consequential economic or indirect loss or damage.

11.7 We shall not be liable for any failure to perform or improper performance, or any loss or inconvenience which is due to:

(a) your fault;

(b) the fault of a third party unconnected with the Programme which is unforeseeable or unavoidable; or

(c) events beyond our control, including the lack of availability of tickets for experiences and events, which are by their very nature unique and exclusive, and again, out of our control.

12 Risk Assessments and Activities

12.1 Without prejudice to any rights under this Contract, where we agree with You that a risk assessment should be carried out in respect of the Programme or any part of the Programme it is agreed that such risk assessment shall be reviewed jointly and either party shall be entitled to remove any activities from the Programme if these are considered by such party to be too high risk.

12.2 We may remove or halt an element of the Programme if we reasonably consider that the conduct of any Participant may endanger the safety of any Participant or third party.

13 Event Insurance

13.1 Where agreed with You, we will arrange event insurance to cover potential loss arising from disruption to the event including but not limited to cancellation, curtailment or abandonment or other disruption due to reasons beyond your control and beyond our control, as available in the insurance market. Such insurance shall be either:

(a) in our name with You named as a loss payee; or

(b) in our joint names for our respective rights and interests;

and the cost of such insurance shall be included in the Itemised Budget.

13.2 We shall not be liable for any loss caused by any breach of any policy condition by You.

13.3 In connection with the arranging of any such insurance it is noted, understood and agreed that:

(a) We are not carrying on insurance mediation by way of business; and

(b) We are not giving You advice in respect of any insurance nor making any recommendation in respect of any insurance but if appropriate will seek such advice and recommendation from an intermediary or direct from an insurer authorised and regulated by the Financial Services Authority or an equivalent regulator if outside the UK.

13.4 If You decide that event insurance is not to be included in the Schedule to the Contract then we shall have no liability in respect of any loss sustained as the result the absence of event insurance and You will be liable in respect of any loss, expense or liability which could have been covered by event insurance had this been taken out.

13.5 In the event of a dispute arising out of or in connection with this Contract the Parties submit to the jurisdiction of the Courts of England and Wales unless otherwise agreed in writing.

14 Entire agreement

14.1 The Contract and these Standard Terms and Conditions set out the entire agreement between us and supersede and prevail over all other documents, understandings, terms or arrangements (including any terms and conditions on which You customarily trade).

14.2 Subject to clause 2.4 of the Contract, no amendment or variation to the Contract shall be effective unless in writing and signed by each party.

15 Changes to these Standard Terms and Conditions

15.1 We may from time to time change, alter, adapt, add or remove portions of these Standard Terms and Conditions and, if We do so, will post any such changes on our website. Your continued use of the services after such changes constitutes your acceptance of those changes.

16 Exclusive Benefit

16.1 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that act.

17 Severability

17.1 If any term or provision in this Contract or these Standard Terms and Conditions and shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Contract and the enforceability of the remainder of this Contract shall not be affected.

18 Governing Law

18.1 The Contract and these Standard Terms and Conditions are to be construed in accordance with, and governed by the laws of, England and Wales.

THE FOLLOWING CONDITIONS APPLY WHERE THE PROGRAMME IS A PACKAGE AS DEFINED BY THE PACKAGE TRAVEL REGULATIONS * &/OR INVOLVES TRANSPORTATION:

19 Passports & Visas

19.1 Where the Programme involves travel outside the United Kingdom:

(a) You must ensure that all Participants hold a valid passport, obtain any necessary visas well in advance of the intended journey and comply with the relevant country�s laws and health formalities before entry; and

(b) by signing the Contract, You confirm receipt of the general information provided by us to You about the passport and visa requirements for EU passport holders to your intended destination, information about health formalities required for the journey and the stay and information about the arrangements We have taken out for the security of money paid over and the repatriation of Participants in the event of our insolvency.

20 Blacklisted Airlines

20.1 We reserve the right to change your airline in the event that the airline is blacklisted under the EU regulations. We bring to your attention the existence of a 'Community list', which contains details of air carriers that are subject to an operating ban within the European Community. The Community list is available for inspection at http://ec.europa.eu/transport/air/safety/flywell_en.htm

21 Travel Insurance

21.1 Unless You notify us in writing within one month before the date on which the Programme begins (or in cases where the Programme is due to begin less than one month after signing the Contract, on Confirmation), that You will be arranging travel insurance for all Participants, to cover, amongst other things, the cost of cancellation, medical assistance and repatriation expenses in the event of accident or illness affecting any Participant, We shall, upon notice to You, be entitled to proceed with arranging such travel insurance and to charge You the cost of so doing.

21.2 Any such insurance will be subject to the conditions, exclusions and limitations in the policy and it is your responsibility to ensure that all Participants meet the conditions.

21.3 We shall not be liable for any loss caused by any breach of any policy condition by You or any Participant covered by any insurance which we arrange on your behalf.

21.4 If You are arranging your own travel insurance for Participants You must either:

(a) at least fourteen days before the Programme begins confirm to us in writing that You have made the necessary arrangements; or

(b) at least seven days before the Programme begins provide us with a full list of Participants so that we can attempt to arrange cover on your behalf. We shall not be responsible for, or liable for any loss arising from, your failure to provide a full list of Participants, your omission of any person from that list of Participants or the ineligibility of any Participant for travel insurance from our usual providers.

22 Performance of the Contract and limitations of liability

22.1 We will not increase the Charges less than 30 days before the Programme Commencement Date.

22.2 Where we are liable for non-performance or improper performance by air, sea or rail carriers or hoteliers, our liability to pay compensation and/or the amount of compensation we will pay is limited in accordance with international conventions which govern such services to the amount You or the relevant Participants can validly recover against such carrier or hotelier.

22.3 When your Participants travel their journey may be subject to certain international conventions such as, but not limited to, the Warsaw convention and Montreal convention (in respect of international carriage by air), the Athens convention (in respect of international carriage by sea) or COTIF (The Convention Concerning International Carriage by Rail), as such conventions are amended or re-enacted from time to time. You agree that these conventions will apply to your Participants on that journey. These conventions are incorporated into this contract.

22.4 You agree that the operating carrier or transport company's own "Conditions of Carriage" will apply to your Participants on their journey and form part of your contract with us.

22.5 Subject to the limitations of liability set out above, our liability to You for any loss or damage (other than damages for personal injury or death resulting from our negligence) which You and any Participant may suffer is limited to an amount equivalent to the total amount payable under the Contract.

22.6 Where any Participant suffers illness, personal injury or death during the period of the Programme arising out of an activity that is not part of the Programme, we will in our reasonable discretion afford You and/or the Participant assistance, including advice, guidance and initial financial assistance where appropriate. If we make any such payment, You must refund this to us within one month after it is made and we may include it in the final invoice.

22.7 Where the cause of any loss, damage or injury is due to our suppliers You agree to co-operate with us in any legal action we may take against them.

22.8 Where You are prevented from proceeding with the Programme You may transfer your booking to a person who satisfies all the conditions applicable to the Programme, provided that You give us reasonable notice of your intention to transfer before the date when departure is due to take place.

22.9 Subject to clause 22.8 You may not assign the benefit of the Contract without our consent.

22.10 Where You make a transfer in accordance with clause 22.8 You will remain liable to us for payment of the Charges and for any additional costs arising from such transfer.

22.11 We may revise the Charges upwards or downwards to allow for variations between the date of the Confirmation (or in the case of Additional Costs, the date on which the terms of the relevant Additional Services are agreed between us) and the date of performance of any element of the Programme in relation to:

(a) transportation costs, including costs of fuel;

(b) applicable dues, taxes (including changes in general tax rates such as value added tax or any similar tax in any country) or fees chargeable for services such as landing taxes or embarkation or disembarkation fees at ports and airports; or

(c) exchange rates.

22.12 Any increase in the Charges will be limited to the same amount as the increased cost to us of all or any of the items in clause 22.11(a) to 22.11(c) above.

22.13 If before the Programme Commencement Date we make a significant change to the Programme which is not due to an event beyond our control, You may choose:

(a) an alternative Programme element (if available);

(b) a revision to the Charges to reflect the change; or

(c) to withdraw from the Contract without penalty.