Eco-Adventure Terms and Conditions
1. Commencement and term
This contract shall commence upon acceptance of the Reservation Form, and expire on completion of the Eco-Adventure, unless terminated otherwise in accordance with its terms.
2. Supply of Eco-Adventure
2.1. The Provider shall supply the Eco-Adventure to the Client in accordance with the contract.
2.2. In supplying the Eco-Adventure, the Provider shall act with reasonable care and skill, and comply with all applicable laws and regulations (including all reasonable health and safety laws and regulations).
3. Client obligations
3.1. The Client shall cooperate with the Provider in all matters relating to the Eco-Adventure.
3.2. The Client shall ensure that all information requested by the Provider relating to the Client and/or the Participants is provided promptly, and is accurate and complete.
3.3. The Client shall ensure that all information provided to the Provider relating to the Participants is anonymised, where possible.
3.4. The Client warrants that it has due authority to enter into this contract.
4. Data Protection
4.1. The Provider and the Client agree that the Provider is solely a data processor in relation to the personal data of the Participants.
4.2. The parties agree to comply with the Data Protection Legislation and the terms of the Schedule in respect of the management of personal data under this contract.
5. Intellectual Property
5.1. The Provider shall retain ownership of all intellectual property rights relating to the supply of the Eco-Adventure, including (but not limited to) patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
6. Fees and Payment
6.1. In consideration for the supply of the Eco-Adventure, the Client will pay the Provider the Eco-Adventure Fee.
6.2. The Eco-Adventure Fee shall be payable in two tranches:
6.2.1. a deposit of 50% shall be due and payable on acceptance of this contract; and
6.2.2. the remaining 50% shall be due and payable no later than 30 days before the first day of the Eco-Adventure.
6.3. All amounts payable by the Client exclude amounts payable in respect of VAT, which the Client shall be liable to pay to the Provider at the prevailing rate (if applicable).
6.4. The Client shall pay each invoice due and submitted to it by the Provider within 14 days of receipt, in GBP and to the UK bank account nominated by the Provider. In the event of any bank fees accruing due to payment in different currencies, such fees shall be the sole responsibility of the Client.
6.5. If the Client fails to pay the Eco-Adventure Fee by the due date for payment, then, without limiting the Providers’ remedies:
6.5.1. the Client shall pay interest on the overdue sum from the due date until payment, whether before or after a judgement. Interest under this clause will accrue at 4% above the Bank of England base rate from time to time, but at 4% a year if the interest rate is equal to or below 0%;
6.5.2. the Provider may cancel or reschedule the Eco-Adventure, at its sole discretion.
6.6. All amounts payable from the Client to the Provider under this contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Cancellation
7.1. In the event of cancellation of the Eco-Adventure by the Provider, the Client will be notified promptly in writing and the Eco-Adventure Fee will be refunded in full.
7.2. The Provider is not responsible for any ancillary costs incurred by the Client in connection with any Eco-Adventure which is cancelled under clause 7.1.
7.3. In the event of cancellation of the Eco-Adventure by the Client, the Provider must be notified promptly in writing and the fees will apply:
7.3.1. where an Eco-Adventure is cancelled 30 or more days before the first day of the Eco-Adventure, the Provider will retain 50% of the Eco-Adventure Fee; and
7.3.2 where an Eco-Adventure is cancelled within 30 days of the first day of the Eco-Adventure, the Provider will retain the Eco-Adventure Fee in full.
8. Expenses
8.1. Where the Eco-Adventure involves travel outside the UK, the Client is responsible for the reasonable travel, accommodation and meal costs for the Provider, where all travel is in business or premium class (as appropriate).
8.2. Such expenses will be notified to the Client upon acceptance of the Reservation Form as an estimated expense, and invoiced following completion of the Eco-Adventure.
9. Confidentiality
9.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 9.
9.2. Each party may disclose the other party’s confidential information:
9.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
9.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this contract.
10. Limitation of Liability
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in this clause 10 shall limit the Client’s payment obligations under this contract.
10.3. Nothing in this contract limits any liability which cannot legally be limited, including liability for:
10.3.1. death or personal injury caused by negligence; and
10.3.2. fraud or fraudulent misrepresentation.
10.4. Subject to clause 10.2 and clause 10.3, each parties’ total liability to the other for any loss or damage arising out of or in connection with this contract shall not exceed the Eco-Adventure Fee.
10.5. Subject to clause 10.2 and clause 10.3, this clause 10.5 sets out the types of loss that are wholly excluded:
10.5.1. loss of profits;
10.5.2. loss of sales or business;
10.5.3. loss of contracts or contracts;
10.5.4. loss of anticipated savings;
10.5.5. loss of use or corruption of software, data or information;
10.5.6. loss of or damage to goodwill; and
10.5.7. indirect or consequential loss.
11. Termination
11.1. Without affecting any other right or remedy available to it, either party to the contract may terminate it with immediate effect by giving written notice to the other party if:
11.1.1. the other party commits a material breach of any term of the contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
11.1.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
11.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy.
11.2. Without affecting any other right or remedy available to it, the Provider may terminate the contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the contract on the due date for payment.
11.3. On termination of the contract for whatever reason prior to the commencement of the Eco-Adventure, the Eco-Adventure shall be cancelled.
11.4. Where termination under clause 11.3 is due to a material breach of this contract by the Client, or other termination event (as set out in clause 11.1) affecting the Client, the Client shall remain liable for payment in full of the Eco-Adventure Fee.
11.5. Where termination under clause 11.3 is due to a material breach of this contract by the Provider, or other termination event (as set out in clause 11.1) affecting the Provider, the Eco-Adventure Fee shall be refunded in full (if termination occurs 30 or more days before the Start Date), or, if termination is within 30 days of the Eco-Adventure, 50% of the Eco-Adventure Fee shall remain payable.
11.6. Termination or expiry of this contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry.
12. Image Rights
12.1. The Client, on its own behalf and on behalf of the Participants, agrees to grant the Provider the right to use any photographs, videos or other images taken during the Eco-Adventure (whether by the Client, the Participants, the Provider or a third party) for use in any marketing or publicity to benefit the Provider.
12.2. The Provider does not permit or authorise the use of the Providers’ or the facilitator’s name or photograph or likeness for the promotion, endorsement, advertising or commercial purposes of any product or service whatsoever without prior written approval.
13. Insurance
13.1. The Provider represents and warrants that it holds public liability insurance with a value of £5 million and employers’ liability insurance with a value of £10 million in respect of the provision of the Eco-Adventure.
13.2. The Client represents and warrants on its own behalf and on behalf of the Participants, that:
13.2.1. each Participant participates in the Eco-Adventure at their own risk; and
13.2.2. each Participant holds appropriate insurance to allow participation in the Eco-Adventure.
13.3. In the event that the Client is an employer, and the Participants are its employees, the Client represents and warrants that it holds public and employers’ liability insurance with a value of not less than £5 million benefiting the Participants during their participation in the Eco-Adventure.
14. General
14.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.2. Assignment and other dealings.
14.2.1. The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the contract without the Provider’s prior written consent.
14.2.2. The Client may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the contract.
14.3. Entire agreement.
14.3.1. The contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.3.2. Each party acknowledges that in entering into the contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the contract.
14.4. Variation. No variation of the contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.5. Waiver.
14.5.1. A waiver of any right or remedy under the contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.5.2. A failure or delay by a party to exercise any right or remedy provided under the contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.6. Severance. If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this 14.6 shall not affect the validity and enforceability of the rest of the contract.
14.7. Notices.
14.7.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
14.7.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
14.7.1.2. sent by email to the address specified in the Reservation Form.
14.7.2. Any notice or communication shall be deemed to have been received:
14.7.2.1. if delivered by hand, at the time the notice is left at the proper address;
14.7.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
14.7.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 14.7.7, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.7.3. This 14.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.8. Third party rights. The contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
14.9. Governing law. The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
14.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.
Schedule – Data Protection
DEFINITIONS
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
- DATA PROTECTION
1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Provider is the Processor. The scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject are set out at paragraph 1.6 of this Schedule.
1.3 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider and/or lawful collection of the Personal Data by the Provider on behalf of the Client for the duration and purposes of this contract.
1.4 The Provider shall, in relation to any Personal Data processed in connection with the delivery of the Eco-Adventure:
(a) process that Personal Data only on the documented written instructions of the Client unless the Provider is required by Domestic Law to otherwise process that Personal Data. Where the Provider is relying on Domestic Law as the basis for processing Personal Data, the Provider shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Provider from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK;
(e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the contract unless required by Domestic Law to store the Personal Data; and
(h) maintain records to demonstrate its compliance with this Schedule.
1.5 The Client does not consent to the Supplier appointing any third party processor of Personal Data under this Contract.
1.6 The Client, acting on its own behalf and on behalf of the Participants, acknowledges that Personal Data including health data may be processed by the Provider in connection with the supply of the Eco-Adventure, and consents to such processing.
1.7 Processing, Personal Data and Data Subjects
(a) Processing by the Provider will be undertaken in accordance with its Data Protection Policy, available on the Provider’s website.