Standard terms and conditions
Your contract is with The Expedition Consultancy Limited, a company registered in England and Wales under company number 07590674 and having its registered office at Broad Quay House, Prince Street, Bristol, BS1 4DJ (the Supplier).
2 DEFINITIONS AND INTERPRETATION
2.1 In these Conditions, the following definitions apply:
Agreement means the agreement for the provision of the Services by the Supplier to you as set out in these Conditions and the Booking Confirmation;
Booking Confirmation means the written confirmation setting out the details of the Services to be provided by the Supplier to you, which is subject to these Conditions;
Business Day means a day (other than a Saturday, Sunday or a public holiday in England) when banks in London are open for business;
Customer Default has the meaning set out in clause 5.2;
Change of Control means any sale or other disposal of any legal beneficial or equitable interest in the share capital or ownership of a corporation or Limited Liability Partnership so that control over the affairs of that corporation or Limited Liability Partnership is materially affected, or in the case of a partnership the removal, registration or appointment of any partner to or from the partnership;
Charges means the charges payable by you as detailed in the Booking Confirmation in respect of the Services, which shall be payable as set out in clause 6;
Commencement Date means the date on which the Supplier agrees to commence provision of the Services to you as set out in the Booking Confirmation;
Conditions means these terms and conditions as may be amended from time to time in accordance with clause 14.9;
Deliverables means all Documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form, including without limitation expedition plans, reports, maps, journals and guidebooks;
Document includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form (including any material posted on the Website);
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or getup, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions, of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Non-Refundable Deposit has the meaning set out in clause 6.2;
Services means the services set out in the Booking Confirmation, including without limitation any Deliverables, to be provided by the Supplier in accordance with the Agreement;
Supplier Materials has the meaning set out in clause 5.1.4;
Website means the Supplier’s website at www.expeditionconsultancy.com/wp/; and
You or Your means the person, firm or organisation that is entering into this Agreement as stated in the Booking Confirmation.
2.2 In these Conditions, the following rules of construction apply:
2.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2.2 a reference to a party includes its successors or permitted assigns;
2.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
2.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.2.5 a reference to writing or written includes faxes but not emails.
3 BASIS OF THE CONTRACT
3.1 The Agreement between you and the Supplier shall come into existence, and these Conditions shall become binding on you and the Supplier, when the Supplier issues you with the Booking Confirmation.
3.2 No other terms or conditions whether contained or referred to in any documentation, correspondence, purchase order or elsewhere sent by you or otherwise implied by trade, custom or course of dealing shall apply unless specifically agreed to in writing by the Supplier.
3.3 The Agreement constitutes the entire agreement between you and the Supplier. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Agreement.
4 SUPPLY OF SERVICES
4.1 The Supplier shall for the duration of the Agreement provide the Services to you in accordance with these Conditions.
4.2 The Supplier shall:
4.2.1 supply the Services to you in accordance with the Booking Confirmation in all material respects;
4.2.2 perform the Services with all due care, skill and diligence and in accordance with best practice in the Supplier’s industry, profession or trade;
4.2.3 use all reasonable endeavours to meet any performance dates specified in the Booking Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services; and
4.2.4 comply with all applicable laws and regulations; but
4.2.5 have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
5 YOUR OBLIGATIONS
5.1 You shall, and shall procure that your employees, agents and sub-contractors shall:
5.1.1 co-operate with the Supplier in a timely manner in all matters relating to the Services;
5.1.2 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
5.1.3 provide the Supplier with reasonable access where necessary at reasonable times to any relevant premises for the purposes of providing the Services;
5.1.4 keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisations;
5.1.5 not do or omit to do anything which may cause the Supplier to lose any licence, authority, consent or permission on which it relies for the purpose of conducting its business or which may adversely affect the Supplier’s reputation; and
5.1.6 ensure that the Deliverables are not, without the Supplier’s prior written consent, at any time used by you, your employees, agents or sub-contractors for any purpose other than the purpose they are provided for as set out in the Booking Confirmation.
5.2 If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default);
5.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
5.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3 you shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6 CHARGES AND PAYMENT
6.1 The Charges for the Services shall be as set out in the Booking Confirmation and in consideration of the agreement by the Supplier to provide the Services you agree to pay the Charges as set out in this clause 6.
6.2 Upon issuing the Booking Confirmation, the Supplier shall invoice you for 50% of the Charges (Non-Refundable Deposit). The Supplier shall invoice you for the remaining 50% of the Charges upon completion of the Services or upon the termination of the Agreement in accordance with clause 12, which ever is earlier.
6.3 You shall pay the invoiced amounts within 30 days of the date of the invoice either by cheque or to the bank account nominated in writing by the Supplier. No payment shall be deemed received until the Supplier has received the full amount in cleared funds. Time for payment shall be of the essence.
6.4 All amounts payable by you under the Agreement are exclusive of amounts in respect of value added tax (VAT). Where any taxable supply for VAT purposes is made under the Agreement by the Supplier to you, you shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.5 Without limiting any other right or remedy of the Supplier, if you fail to make any payment due to the Supplier under the Agreement by the due date for payment (in accordance with clause 6.3), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the base lending rate for the time being of the Bank of England accruing on a daily basis from the due date for payment up to the date of actual payment in cleared funds, whether before or after judgement. The parties agree that this constitutes a substantial remedy pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
6.6 You shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by the Supplier to you.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in the Deliverables, or any other materials or items that the Supplier prepares or produces for you in connection with or arising out of the Services will belong to the Supplier absolutely. You may not use the Deliverables or any part thereof for any purpose without obtaining a licence to do so from the Supplier.
7.2 All Supplier Materials are and shall remain the exclusive property of the Supplier.
7.3 For the avoidance of doubt nothing in these Conditions of the Agreement shall constitute any licence for you to use the Deliverables or the Supplier Materials unless expressly set out therein.
8 LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude either party’s liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2 fraud or fraudulent misrepresentation; or
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
8.2.1 the Supplier shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and
8.2.2 the Supplier’s total liability to you respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer for the Services up to the date that the liability giving rise to the losses occurred.
8.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
8.4 This clause 8 shall survive termination of the Agreement.
9 ACCURACY OF INFORMATION
9.1 Information contained in the Deliverables (including any materials posted on the Website) will be accurate at the time it is given to you or posted on the Website. Due to the nature of the Services being provided information contained in the Deliverables and/or the material on the Website may quickly become out-of-date and is provided without any guarantees, conditions or warranties as to its continuing accuracy. The Supplier is under no obligation to update such material unless such an obligation is expressly set out in the description of the Services. The Supplier disclaims all liability and responsibility arising from any reliance placed on the information contained in the Deliverables by you, or by anyone who may be informed of any of its contents, which has become out-of-date after it is given to you or posted on the Website.
10.1 A party (the Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are or have been specified to be of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain.
10.2 The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
10.3 This clause 10 shall not apply to any information which:
10.3.1 is or becomes publicly known other than by the Receiving Party’s breach of this clause 10;
10.3.2 can be shown by the Receiving Party to the Disclosing Party’s satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party and had not previously been obtained under an obligation of confidence;
10.3.3 can be shown by the Receiving Party to the Disclosing Party’s satisfaction to have been provided to it by a third party not under any obligation of confidentiality to the Disclosing Party or otherwise;
10.3.4 the Receiving Party can show to have been independently developed by it without the aid of any personnel who have or have had access to the Disclosing Party’s information; or
10.3.5 is required to be disclosed by Law or a court of competent jurisdiction or relevant regulatory body;
10.4 This clause 10 shall survive termination of the Agreement.
11 DATA PROTECTION
11.1 You acknowledge that as part of the Agreement you may provide the Supplier with certain personal details about you or your clients (“Personal Data”). All Personal Data collected by the Supplier using the Booking Confirmation or otherwise in connection with the Services will only be held and used in accordance with the Data Protection Act 1998. The Supplier will only use Personal Data for the purpose of providing the Services or to inform you about similar services which we provide. In using the Services you consent to such use of your Personal Data unless you expressly notify us otherwise.
12.1 Without limiting its other rights or remedies, the Supplier may terminate the Agreement with immediate effect by giving written notice to you if:
12.1.1 you fail to pay any amount due under the Agreement on the due date for payment;
12.1.2 you commit a material or persistent breach of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of receipt of notice in writing of the breach;
12.1.3 you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;
12.1.4 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;
12.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of you (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or the solvent reconstruction of you;
12.1.6 you (being an individual) are the subject of a bankruptcy petition order;
12.1.7 a creditor or encumbrance of you attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
12.1.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you (being a company);
12.1.9 a floating charge holder over assets belonging to you (being a company) has become entitled to appoint or has appointed an administrative receiver;
12.1.10 a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
12.1.11 any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.3 to clause 12.1.10 (inclusive);
12.1.12 you suspend or threaten to suspend, or cease or threaten to cease to carry on, all or a substantial part of your business;
12.1.13 you are subject to a Change of Control;
12.1.14 you (being an individual) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or becomes a patient under any mental health legislation.
12.2 Without limiting its other rights or remedies, the Supplier has the right to terminate the Agreement at any time by giving you 1 months’ written notice.
13 CONSEQUENCES OF TERMINATION
13.1 On termination of the Agreement for any reason:
13.1.1 you shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by you immediately on receipt;
13.1.2 you shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If you fail to do so, then the Supplier may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
13.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and
13.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14.1 Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Agreement and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall have the right, without limiting its other rights or remedies, to terminate the Agreement with immediate effect by giving written notice to you.
14.2 Change Control: If either party becomes aware that a change in the scope of the Services is likely to be required during the term of the Agreement it shall notify the other and the parties shall negotiate in good faith to agree the revised scope of the Services to be provided. In the event that the parties agree that the scope of the Services (and any consequential issue such as the Charges and/or timescales for completion of the Services) is to be amended, the parties shall complete and sign off a revised Booking Confirmation, which shall replace the Booking Confirmation previously agreed. In the event that the parties cannot agree revisions to the scope of the Services (and any consequential issue such as the Charges and/or timescales for completion of the Services) the parties shall be at liberty to either continue with the Agreement as originally agreed, or to terminate the Agreement upon either of them giving to the other at least 4 weeks notice in writing.
14.3 Assignment and subcontracting:
14.3.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
14.3.2 You shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement, without the prior written consent of the Supplier.
14.4.1 Any notice or other communication required to be given to a party under or in connection with the Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at is registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
14.4.2 Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
14.4.3 This clause 14.4 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall include e-mails and for the avoidance of doubt notice given under the Agreement shall be validly served if sent by e-mail.
14.5 Waiver and cumulative remedies:
14.5.1 A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.5.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
14.6.1 If a court or any other competent authority finds that any provision (or part of any provision) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
14.6.2 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.7 No partnership: Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.8 Third parties: A person who is not a party to the Agreement shall have no rights under or in connection with it.
14.9 Variation: Any variation, including any additional terms and conditions, to the Agreement shall only be binding when agreed in writing and signed by both parties to the Agreement.
14.10 Governing law and jurisdiction: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
(A) Your contract is with The Expedition Consultancy Limited a company registered in England and Wales under company number 07590674 and having its registered office at Broad Quay House, Prince Street, Bristol, BS1 4DJ (Expedition Consultancy).
(B) This is an important document and will create legally binding obligations on you. If you do not understand anything set out in it you should take legal advice before entering into a contract with us.
1.1 When you make a booking, you do so on behalf of yourself and others on whose behalf you have booked. You warrant and guarantee that you have the authority to accept and do accept these Conditions which shall apply to your booking to the exclusion of all other terms and conditions and where you are making the booking on behalf of another person (Participant) you have the authority to place this booking on behalf of such Participant.
1.2 When making a booking, you must submit to us your signed booking form. The contract between us will come into existence once we have issued to you our confirmation letter for the expedition which you wish to book (Expedition). The contract will continue until the Expedition has finished but such expiry shall not affect any accrued rights and/or liabilities of the parties nor any continuing obligations of the parties under the contract.
1.3 Upon our receipt of your completed booking form, we will send you a confirmation letter and joining pack by [post/email. Please check the contents of our confirmation letter carefully and, in the event of any discrepancy, contact us immediately. Any discrepancies which are not notified to us within the timescale prescribed in these Conditions may lead to you incurring additional costs and charges.
1.4 You confirm that the booking form has been completed fully and accurately and you will inform us in writing as soon as possible, and not less than 30 days before the date the Expedition is due to start (Commencement Date) if any of the details provided on the booking form have changed.
1.5 Subject to the Unfair Contract Terms Act 1977, all conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
1.6 Our brochures and website are prepared many months before Expeditions commence and although every effort is made to ensure complete accuracy, some of the prices or details may have changed since the brochure and/or website containing the Expedition details was printed and/or the website was created. We will inform you prior to entering into the contract of any changes to the Expedition that we are aware of at that time.
2.1 Participants must be in good general health to take part in the Expedition and must be willing and able to become involved in every aspect of the Expedition. A medical declaration form will be sent to you along with the joining pack referred to in Condition 1.3. This declaration must be fully completed and signed and returned to us at least 10 weeks prior to the Commencement Date. If you/the Participant answer ‘yes’ to any of the questions on the medical form, you may also (at our request) be required to have the form signed by a doctor to confirm that you are healthy enough to take part in the Expedition. It is your responsibility to ensure that you/the Participant are medically fit enough to undertake the Expedition. Unless informed otherwise in writing we will assume that you/the Participant are in good health and are not aware of any reason why you/the Participant may be unsuited to taking part in the Expedition.
2.2 If you/the Participant has any medical problem or disability, please tell us before you confirm your booking so that we can advise as to the suitability of the chosen arrangements. In any event, you must notify us via the declaration of any medical problems or disabilities. If any medical problems or disabilities are suffered or arise between the medical declaration being submitted and the Commencement Date you must notify us immediately. We reserve the right to decline or cancel a booking without having to pay any compensation if:
2.2.1 any medical problem or disability is disclosed to us on the medical declaration form;
2.2.2 any medical problem or disability is disclosed to us after the medical declaration form is submitted to us but before the Commencement Date; or
2.2.3 any medical problem or disability is not disclosed to us;
and such medical problem or disability is likely to prejudice your health and safety or the health and safety of anyone else participating in the Expedition. In such event, you shall reimburse to us any reasonable costs, losses or expenses which we incur or suffer as a result. In the event of you/the Participant being withdrawn from an Expedition, no refunds will be given and we will not be responsible for (and you agree to indemnify us against) any costs, claims, losses and expenses arising including costs of travel or legal expenses.
2.3 Where you/the Participant have/has come into contact with any infectious disease you must notify us immediately. Where the Commencement Date falls within the accepted quarantine period for transmission of the disease, we reserve the right to cancel the booking as set out in Condition 2.2 above; this shall be deemed to be cancellation arising from an event of Force Majeure pursuant to Condition 8.5 and no compensation shall be payable.
2.4 We may require you to obtain confirmation from a medical professional that you/the Participant are/is fit to travel. You acknowledge and agree that ultimate responsibility for the health, safety and wellbeing of you/the Participant on an Expedition rests with us and as such, if we reasonably believe that you/the Participant are/is not sufficiently fit to take part in the Expedition we may decline or cancel the booking at any time.
2.5 By agreeing to these Conditions, you provide your consent to us and our insurers obtaining your/the Participant’s medical records should we consider it necessary. You will be responsible for any charges for the provision of those records.
- Your Responsibilities
3.1 By submitting the booking form you/the Participant confirm that you/the Participant is/are aware of, understand and consent to the likely physical demands of the Expedition. You/the Participant confirm that you are aware of the possible effects of such things as hot, cold and other possibly inhospitable environments and declare yourself/the Participant to be sufficiently physically fit and medically healthy to participate safely. You confirm that you/the Participant consent to our Code of Conduct (Code of Conduct) and accept the authority of the leader of the Expedition (Expedition Leader).
3.2 You/the Participant shall be responsible for determining that you/the Participant has sufficient experience and/or skill to take part in the Expedition and shall disclose to us all relevant information about you/the Participant and your/their experience. Your/the Participant’s behaviour during the Expedition must not prejudice the safety and wellbeing of any member of the Expedition, or the Expedition’s satisfactory progress. You must, at the time of returning the medical declaration form to us, inform us if your/the Participant’s behaviour is likely to prejudice the safety and wellbeing of any member of the Expedition or the satisfactory progress of the Expedition and we reserve the right to decline or cancel the booking at any time upon becoming aware of any such behaviour or because of our concerns about your/the Participant’s lack of sufficient experience or skill.
3.3 You/the Participant shall comply with all relevant laws, regulations and customs of the countries visited during the Expedition. In the event of a contravention of these laws, the Expedition Leader or Expedition Consultancy shall have the right to require you/the Participant to leave the Expedition in accordance with Condition 3.4 below.
3.4 We may exclude you/the Participant from the Expedition or any part thereof at any time (including during the Expedition itself) if we are of the opinion that you or the Participant are likely to prejudice the good order, discipline or safety of the Expedition, including as a result of failing to comply with the Expedition Leader’s instructions, breaking any law or regulation or failing to adhere to the Code of Conduct, breaching any term of this agreement or by bringing Expedition Consultancy, its sales agents or its local partners into disrepute, provided that we exercise our discretion reasonably in this regard. In such event, you shall reimburse to us any reasonable costs, losses or expenses which we incur or suffer as a result of our decision to exclude you/the Participant and you will be responsible for all costs of transportation home and repatriation.
3.5 Without prejudice to the generality of Condition 3.4 above, the following non-exhaustive list of acts will result in automatic expulsion from the Expedition:
3.5.1 possession, taking or supply of illegal or illicit substances (the question of whether the substances are illegal or illicit to be governed by the jurisdiction of the state where the acts take place);
3.5.2 displaying cruel, thoughtless or rude behaviour or committing acts which could injure or harm any member of the Expedition (including a staff member) or any other person;
3.5.3 disobeying Expedition Consultancy’s, the Expedition Leader’s or the representative in the host country’s instructions (including but not limited to in relation to health or safety);
3.5.4 committing an act or displaying behaviour which Expedition Consultancy considers could jeopardise the future of Expedition Consultancy’s Expeditions within the host country or damage relations between Expedition Consultancy and the hosting community(ies) or country; and/or
3.5.5 committing any offence under local laws.
3.6 In the event of you/a Participant being excluded from an Expedition under the provisions of this Condition, no refunds will be given and we will not be responsible for and you agree to indemnify us against any costs arising including costs of travel or legal expenses.
3.7 You/ the Participant shall keep the Expedition Leader and other Participants informed of any matter which comes to your attention which might reasonably affect the health, safety or welfare of (an)other Participant(s) or the successful outcome of the Expedition or other expeditions, including (without limitation) dangerous terrain or conditions or the inappropriate behaviour of any other Participant.
3.8 In consideration of the payment of the deposit and balance of the cost of the Expedition, we will provide the following for the duration of the Expedition (unless stated otherwise):
3.8.1 organising and arranging the Expedition as described in our booking confirmation;
3.8.2 Expedition Leader(s) to lead and manage the Expedition;
3.8.3 advice, guidance, expertise and local contacts for use during the Expedition;
3.8.4 accommodation, in-country travel and food as set out in the Expeditions brochure; and
3.8.5 where appropriate, medical kit and other group kit for use during the Expedition as set out in the Expeditions brochure.
3.9 The following are not included in the cost of the Expedition and will be the responsibility of you/the Participant:
3.9.1 your/the Participant’s specific passport and visa requirements and other immigration requirements. You should confirm these with the relevant Embassies and/or Consulates. However, as a minimum, you must hold a valid passport which will not expire until at least 9 months after the last day of the Expedition. We do not accept any responsibility if you cannot travel because you have not complied with any passport, visa or immigration requirements;
3.9.2 all vaccinations which are necessary for the Expedition. We recommend that you/the Participant research your chosen destination and take medical advice before booking. We do not accept any responsibility and shall not be liable if you cannot travel or cannot participate in any part of the Expedition due to an inappropriate or incomplete vaccination regime;
3.9.3 pre-expedition training including completion of a first-aid course prior to the Expedition. (We will recommend an appropriate first aid course for you/the Participant);
3.9.4 travel to and from the Expedition including the cost of flights, airport taxes and other costs associated with travel to and from the Expedition. We shall recommend flight times to and from the Expedition;
3.9.5 transfers from the arrival airport to the pre-arranged in-country meeting point and to the departure airport;
3.9.6 you/the Participants’ personal equipment and kit for use during the Expedition;
3.9.7 you/the Participant’s personal expenses (including but not limited to spending money, medical expenses, laundry costs and/or costs related to communications with home);
3.9.8 travel and medical insurance in respect of your/the Participant’s participation in the Expedition (including cover for personal kit and the event of cancellation due to your/the Participant’s illness) and any associated costs. You will be required to provide documentary evidence of the cover you have arranged as a condition of your booking; and
3.9.9 transportation arrangements for you/the Participant if you/they are excluded or otherwise no longer able to participate in the Expedition.
3.10 We are responsible for the maintenance of any facilities and equipment that we provide for the Expedition or pre-Expedition training days pursuant to clause 3.7. Where you/the Participant deliberately or recklessly cause damage to any such facilities or equipment, or third party accommodation procured by us, whether during the Expedition or during any pre-Expedition training days provided by us, you shall indemnify us and keep us indemnified from all losses arising from any such wilful or reckless damage so caused including legal costs of making a recovery against you.
3.11 By submitting the booking form you/the Participant you agree to share details of your experience during the Expedition on our website (at www.expeditionconsultancy.com/wp/) and with other Participants and/or prospective Participants.
- Your Financial Protection
We provide security for the monies that you pay for the Expedition and for Participants’ repatriation in the event of our insolvency by way of a bond held by.
- Your Expedition Fees
5.1 We reserve the right to alter the price of the Expedition at any time. You will be advised of the current price of the Expedition that you wish to book before the contract is confirmed.
5.2 Subject to clause 5.3, when you make your booking or confirm a provisional booking you must pay a non-refundable deposit of 50% of the price of the Expedition (Deposit) within seven (7) days of the date of our confirmation letter. The remaining balance of the price of the Expedition shall be payable six (6) weeks before the Commencement Date. If the Deposit and/or balance are not paid in time, we may cancel your booking and the contract and we reserve the right to offer you/ the Participant’s place to someone else. If the balance is not paid in time and we cancel your booking we shall retain your Deposit and the provisions of clause 7 shall apply.
5.3 If the Commencement Date is within 6 weeks of the date of booking, you must pay the full price of the Expedition (including the non-refundable Deposit) at the time of booking.
5.4 Where applicable, the Expedition price will be subject to VAT and VAT will be charged at the standard rate in force at the date the booking is made. You will be informed at the time of booking of the total price for the Expedition for which you have booked.
5.5 Subject to clause 5.6, we reserve the right to increase the Expedition price at any time up to 30 days prior to the Commencement Date. This may be due to government action, fluctuation in exchange rates, increase in transport costs (e.g. the cost of fuel) and changes in duties, taxes or fees payable for services which affects costs incurred by us on behalf of you/Participant. There will be no change within 30 days of the Commencement Date.
5.6 We will absorb and you will not be charged for any increase equivalent to 2% of the price of your Expedition (excluding any amendment charges). You will be charged for any amount over and above that. If this means that you have to pay an increase of more than 10% of the price of your Expedition, you will have the option of accepting a change to another Expedition if we are able to offer one (if this is of equivalent or higher quality you will not have to pay more but if it is of lower quality you will be refunded the difference in price), or cancelling and receiving a full refund of all monies paid. Should you decide to cancel for this reason, you must exercise your right to do so within 14 days from the date that we inform you of the increase and send the final invoice.
5.7 Should the price of your Expedition go down due to the changes mentioned above by more than two per cent (2%) of the Expedition price then any refund due will be paid to you.
5.8 Where any payment due under the contract from you is overdue, we reserve the right to charge you interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent (4%) per year above Barclays Bank plc base rate from time to time, until payment in full is made (a part month being treated as a full month for the purpose of calculating interest).
5.9 Please note that where payment is made by electronic transfer, you/the Participant shall be responsible for paying any applicable transfer fees.
6. If You Change Your Booking
6.1 We start to incur costs from the moment you make your booking. If, after our confirmation has been issued, you wish to change your booking in any way, we will do our utmost to make these changes but it may not always be possible. Any request for changes to be made must be in writing from you. You may be asked to pay an administration charge of [fifty pounds (£50.00)] and any further cost we incur in making this alteration (Amendment Charge), which shall be determined at our sole and absolute discretion. You should be aware that these costs could increase the closer to the Commencement Date that changes are made and you should contact us as soon as possible if you need to amend your booking. Amendments will not normally be possible less than 6 weeks prior to the Commencement Date.
6.2 In the event of cancellation by you under Condition 7 below, you may transfer your booking to another person to participate in the same Expedition provided that the proposed new Participant agrees to be bound by these terms and conditions and is able to satisfy all of the requirements to participate in the Expedition. Such transfers may be subject to an Amendment Charge of £50 payable by you to cover the costs incurred by us in making this alteration, which shall be determined at our sole and absolute discretion.
7 If You Cancel Your Course
7.1 You may cancel your place on the Expedition at any time, by notifying us in writing (by post or email). Since we incur costs in cancelling your Expedition, you will have to pay the applicable cancellation charges up to the maximum shown below. You will remain liable for any losses arising from your/the Participant’s breach of the Conditions of the Contract.
|Cancellation from date of booking until 6 weeks prior to departure||Loss of Deposit|
|Cancellation within 6 weeks of departure||100% of total price of the Expedition|
7.2 Note: If the reason for your cancellation is covered under the terms of your insurance policy, you may be able to reclaim these charges but it is your sole responsibility to do so and we accept no liability for any acts or omissions of the insurance company.
8 If We Change or Cancel Your Expedition
8.1 It is unlikely that we will have to make any changes to your Expedition after you have booked, but we do plan Expeditions many months in advance. Occasionally, we may have to make changes and we reserve the right to do so at any time. Most of these changes will be minor and we will advise you of them at the earliest possible date. We also reserve the right in any circumstances to cancel your Expedition. For example, if the minimum number of clients required for a particular Expedition is not reached, we may have to cancel it. We also reserve the right at any time prior to the Commencement Date without prior consultation with you to notify you in writing that the Expedition will be merged with one or more other Expeditions. This will not constitute a major change. However, we will not cancel your Expedition less than 6 weeks before the Commencement Date, except for reasons of Force Majeure or failure by you to pay the full amount owing to us. If we are unable to provide the Expedition, you can either have a refund of all monies paid or accept an offer of a place on an alternative Expedition if available (we will refund any price difference if the alternative is of a lower price). If it is necessary to cancel your Expedition for reasons other than Force Majeure, we will pay to you compensation as set out in the table below.
8.2 If we cancel the Expedition we will not be liable for any indirect or consequential loss suffered by you/the Participant.
8.3 If we make a major change to your Expedition, we will inform you as soon as reasonably possible if there is time before the Commencement Date. You will have the choice of either accepting the change of arrangements, accepting an offer of an alternative Expedition of comparable standard from us if available (we will refund any price difference if the alternative is of a lower price), or cancelling your Expedition and receiving a full refund of all monies paid. In all cases of major change, except where the major change arises due to reasons of Force Majeure, we will pay compensation as detailed below:
IF WE MAKE A MAJOR CHANGE TO OR CANCEL YOUR EXPEDITION
|Period before the Commencement Date within which notice of Cancellation or major change is notified to you||Amount you will receive from us|
|More than 42 days||£ Nil|
|41 – 28 days||£20.00|
|13 days- date of travel||£40.00|
8.4 The compensation that we offer does not exclude you from claiming more if you are entitled to do so in law.
8.5 Force Majeure: This means that we will not pay you compensation if we have to cancel or change your Expedition in any way because of unusual or unforeseeable circumstances beyond our control. These can include, for example, war, riot or civil commotion, industrial dispute, government or other official intervention, terrorist activity and its consequences, natural or nuclear disaster, fire, flood, epidemics or health risks, changes imposed by re-scheduling or cancellation of transport, the alteration of transport or transport types, adverse weather conditions (actual or threatened), avalanche and earthquake.
9 If You Have A Complaint
9.1 If you have a problem during your Expedition, please inform the Expedition Leader or the representative in the appropriate country immediately who will endeavour to use his/her reasonable efforts to resolve the complaint within a reasonable time. If your complaint is not resolved locally, please follow this up by writing to our office at John’s House, 54 St John’s Square, London, EC1V 4JL, giving your booking reference and all other relevant information and, where possible, evidence. We must receive any such complaint not later than 28 days of the date of your return from the Expedition. Please keep your letter concise and to the point. This will assist us to quickly identify your concerns and speed up our response to you.
9.2 If you fail to follow this simple procedure we will have been deprived of the opportunity to investigate and rectify your complaint whilst you were on the Expedition and this may affect your rights as you will have failed to have mitigated (minimised) your losses and may be unable to recover compensation for this element subsequently.
10 Our Liability to You
10.1 Our obligations whilst providing any service or facility included in your Expedition are to take reasonable skill and care to provide or arrange for the provision of such services and facilities.
10.2 You should be aware that standards of safety and hygiene may be lower than you would expect in your country of origin. The services provided as part of the Contract we have with you will be deemed to be provided with reasonable skill and care if they comply with the local (in country) standards where the service is delivered.
10.3 If the Contract we have with you is not performed or is improperly performed by us or our suppliers we will pay you appropriate compensation if this has affected your/the Participant’s ability to participate fully in the Expedition. However we will not be liable where any failure in the performance of the Contract is due to:
10.3.1 you/the Participant (including where you/the Participant have/has provided false or misleading information relating to your/the Participant’s health, fitness, experience or ability to take part in the Expedition);
10.3.2 a third party unconnected with the provision of the Expedition, where the failure is unforeseeable or unavoidable;
10.3.3 unusual and/or unforeseeable circumstances beyond our control, the consequences of which could not have been avoided even if all due care had been exercised; or
10.3.4 an event which we or our suppliers, even with all due care, could not foresee or forestall.
10.4 Our liability in contract, tort or otherwise arising, except in cases involving death, personal injury or fraudulent misrepresentation caused by our negligence (liability for which is not limited by us), shall be limited to a maximum of twice the price paid for any individual Participant to undertake the Expedition. Our liability will also be limited in accordance with and/or in an identical manner to:
10.4.1 the contractual terms of the parties that provide the transportation for your travel arrangements; these terms are incorporated into this Contract; and
10.4.2 any relevant international convention, for example the Montreal Convention in respect of travel by air, the Athens Convention in respect of travel by sea, the Berne Convention in respect of travel by rail and the Paris Convention in respect of the provision of accommodation, which limit the amount of compensation that you can claim for death, injury, delay to passengers and loss, damage and delay to luggage. We are to be regarded as having all benefit of any limitation of compensation contained in these or any applicable conventions.
10.5 You can ask for copies of the international conventions from our offices at St John’s House, 54 St John’s Square, London, EC1V 4JL.
10.6 Expedition Consultancy shall have no liability in respect of:
10.6.1 any loss of or damage to your/the Participant’s personal equipment and kit; or
10.6.2 any activities undertaken by you/the Participant which are not arranged or procured by Expedition Consultancy, its employees or agents as part of the Expedition and such activities shall not form part of the Expedition package. We strongly recommend that you/the Participant do not undertake any such activities, but if you chose to do so it is your/the Participant’s responsibility to ensure that any person or company offering any such activities possesses the requisite care and skill.
11 Data Protection
11.1 We shall ensure that proper appropriate security measures are in place to protect your/the Participant’s personal data (as defined in the Data Protection Act 1998). When you make a booking, you consent to all the information you provide being passed on to our suppliers, agents, sub-contractors, employees or volunteers whether based inside or outside the European Economic Area for the purposes of our providing you with the Expedition.
11.2 Expedition Consultancy shares Participant contact information with other Participants to enhance pre-departure support, allow direct communication between Participants on similar Expeditions and allow prospective Participants to communicate with former Participants. By entering into this agreement you/the Participant hereby agrees that Expedition Consultancy may disclose his/her contact information to other Participants or potential Participants for this purpose.
12 Promotional Materials and Intellectual Property
12.1 By agreeing to these terms and conditions, you/the Participant consent to our staff taking photographs and or video footage of you/the Participant during the Expedition and that these images may be used by us for publicity and training purposes including, but not limited to, in brochures, websites, marketing material and in the media.
12.2 Expedition Consultancy retains all copyright in, and editorial control over works, including all research, data, reports, photographs and documentation, which Participants may create or contribute to during the Expedition or thereafter, in respect thereof.
13.1 We shall be entitled to novate or assign the Contract or any part of it to any third party. You shall not be entitled to assign the Contract or any part of it.
13.2 This Contract is made on the terms of these Conditions, which are governed by English Law, and you agree to the exclusive jurisdiction of the English Courts.
13.3 If any of these Conditions is found by any Court or other competent authority to be wholly or partly unfair or unenforceable the validity of the rest of the Booking Conditions and the rest of the Condition in question shall not be affected and shall remain valid and enforceable to the extent permitted by law.
13.4 A reference in these Conditions to a statute, convention or regulation shall be as a reference to that statute convention or regulation as amended, re-enacted or extended at the relevant time.
13.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.
13.6 Where the context otherwise requires, words importing the singular meaning shall include the plural meaning and vice versa and words denoting the masculine gender shall include the feminine and neuter genders.
13.7 Where the context so admits, words denoting persons shall include natural persons, companies, corporations, firms, partnerships, limited liability partnerships, joint Courses, trusts, voluntary associations and other incorporated and/or unincorporated bodies or other entities (in each case, whether or not having separate legal personality) and all such words shall be construed interchangeably in that manner.
13.8 A person who is not a party to the contract or these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract or these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from this Act.
13.9 Only directors of The Expedition Consultancy Limited have authority to vary or waive any of these Conditions or promise any discount or refund.