The Customer's attention is particularly drawn to the provisions of clause 7 and the fact that the Customer will be bound by the Terms and Conditions of the Provider as defined herein.
- 1. Interpretation
- 1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.7.
Contract: the contract between the Supplier/Provider and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or company or firm or group that purchases Services from the Supplier/Provider.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer inclusive of facilities such as chalets, villas, hotels, ski lessons.
Deposit: the amount specified as the 'Deposit' in the quotation provided to the Customer by the Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.
Order: the Customer's written acceptance of a quotation by the Supplier for specified Services which shall incorporate the quotation.
Provider: the Provider of the facilities to be used by the Customer such as chalets, villas, hotels, transport, lessons.
Provider's Terms and Conditions: the Terms and conditions supplied to the Supplier by the Provider from time to time.
Services: the services, including the Deliverables, supplied by the Supplier/Provider to the Customer strictly as set out in the Specification and may include ski instruction but do not include ski instructor accommodation, lift passes, equipment hire, insurance, food related services, or unless specifically stated accommodation or any form of transport.
Specification: the description or specification of the Services provided in writing by the Supplier/Provider to the Customer.
registered in England and Wales with company number.7089911
Registered Office: 145 – 157 St John Street, London EC1V 4PY England -
Supplier Materials: has the meaning set out in clause 4.
- 1.2 Construction. In these Conditions, the following rules apply:
- (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- (b) a reference to a party includes its personal representatives, successors or permitted assigns;
- (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- (d) 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
- (e) a reference to writing or written includes faxes and e-mails.
- 2. Basis of contract
- 2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions and the Terms and Conditions of the Provider as defined herein
- 2.2 The Order shall only be deemed to be accepted when the Supplier receives from the Customer within 10 days of issue of the Order payment of the Deposit referred to therein in full in cleared funds at which point and on which date the Contract shall come into existence (Commencement Date).
- 2.3 The Contract incorporating the Order and the Terms and Conditions of the Provider as defined herein constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
- 2.4 The Customer shall comply with the Provider's Terms and Conditions and the Provider's Terms and Conditions shall apply to the Customer
- 2.5 The Supplier shall not be liable in relation to any breach of the Provider's Terms and Conditions or for the acts or omissions of any Provider or Third Party.
- 2.6 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and charges described in them. They shall not form part of the Contract or have any contractual force.
- 2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.8 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue.
- 2.9 The Supplier acts strictly as the Provider's agent and shall be responsible for the arrangement of the provision of the Services but shall not be responsible for the Services provided by the Provider or as set out in the Specification
- 3. Supply of Services
- 3.1 The Provider shall supply the Services to the Customer in accordance with the Specification in all material respects.
- 3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 3.3 The Supplier shall 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, and the Supplier shall notify the Customer in any such event.
- 3.4 Services stated to include tuition include Instructor tuition only and do not include the Instructor's accommodation and meals, equipment hire, lift passes, accommodation, food and insurance all of which are the Customer's responsibility. Unless specifically stated in the Specification Services do not include flights, transfers to your accommodation, private nannies, ski instruction, ski rental, lift passes or any other item not specifically mentioned.
- 3.5 Once a lesson booking has been made lessons cannot be transferred.
- 3.6 Unless otherwise stated all monies paid to the Supplier will be held on behalf of the Provider.
- 4. Customer's obligations
- 4.1 The Customer shall:
- (a) ensure that the terms of the Order and booking details including all prices, details relating to the arrangements and any information set out in the Specification are complete and accurate;
- (b) ensure that the full name of each individual is provided as set out in each individual's current passport as the Supplier is not responsible for errors in documentation arising out of the provision of incorrect information by the Customer;
- (c) be bound by the Provider's Terms and Conditions and shall ensure that the Provider's Terms and Conditions are read understood and complied with;
- (d) co-operate with the Supplier and Provider in all matters relating to the Services;
- (e) provide the Supplier with such information and materials as the Supplier may reasonably require in respect of all users of the Services in order to arrange the supply the Services, and special requests and shall ensure that such information is accurate in all material respects;
- (f) be responsible for all travel arrangements in respect of all users of the Services and notify the Supplier of all related flight and travel arrangements at least 4 weeks before the departure date.
- (g) obtain in respect of all users of the Services all necessary travel requirements, passports, licences, visas, permissions, clearance to fly both from the doctor and airline in the case of pregnant users; immigration and health requirements and consents which may be required before the date on which the Services are to start; and ensure that these are maintained in accordance with the relevant Consulates/Embassies
- (h) keep and maintain all furniture, equipment, documents and other property of the Supplier and Provider (Supplier Materials) in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier or Provider, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's or Provider's instructions or authorisation; and
- (i) if requested by the Supplier or Provider, pay a security deposit to the Provider at the time of final payment. This money to be held by the Provider during the Customer's stay and refunded in accordance with the Provider's terms and conditions.
- (j) Address all complaints related to the services provided by the Provider to the Provider promptly and in accordance with the Provider's Terms and Conditions
- 4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- 4.3 The Customer shall ensure that adequate and appropriate insurance cover inclusive of cover of the cost of cancellation, third party liability; personal, medical including rescue and repatriation; interruption and where relevant extreme sports is in place in respect of all users of the Services provided under the terms of this contract.
- 4.4 The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies 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;
- 4.5 The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
- 4.6 The Customer 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.
- 4.7 The Customer agrees to be bound by the Provider's Terms and Conditions
- 4.8 The Customer is responsible for providing correct information on the ages and abilities of individuals' to the Supplier and for ensuring the attendance of any members of the Customer's party receiving tuition at the correct time and venue of scheduled lessons. The Supplier reserves the right to change lessons and tuition groups and to cancel or increase group size and to exclude individuals if it believes that the information provided in respect of age and ability is incorrect
- 4.9 The Customer shall ensure that all individuals using the Services provided by the Supplier meet all relevant health requirements including those specified in any insurance policy taken out pursuant to 4.3 above and have in their possession current Passports and Visas each with an expiry date no earlier than 6 months after the date of departure from the country in which the Services are provided.
- 5. Charges and payment
- 5.1 No contract will exist until payment of the deposit or in the case of a late booking the full Charges set out in the invoice submitted to the Customer by the Supplier has been made by the Customer in full and in cleared funds
- 5.2 Payment of the balance of the Charges must be made in full in cleared funds within 7 days of the date of issue of the invoice for the balance of the Charges unless otherwise specified on the invoice.
- 5.3 Payments made by Mastercard, Paypal and Visa may incur a fee in addition to the booking price
- 5.4 The Charges for the Services shall be as individually quoted to the Customer and not as advertised by the Supplier from time to time:
- (a) All prices quoted to and paid by the Customer that are to be inclusive of Instructor tuition shall include payment of the Instructor's fee for tuition only and shall not include any costs associated with the tuition such as equipment hire, lift passes, accommodation and Insurance.
- (b) If food and accommodation is not provided for the instructor to stay in the chalet/lodge with the Customer then a surcharge will be charged and the instructor will arrange for their own separate food and accommodation nearby. Please note that for full-day tuition and activities, it is customary for groups to purchase lunch for their instructor. Customers booking a chalet/lodge with tuition during their stay, must provide food and accommodation for the instructor to stay in the chalet/lodge within the package.
- (c) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling costs, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties including ski tuition and required by the Supplier for the performance of the Services, and for the cost of any materials and in the case of any amendment to the booking requested by the Customer an additional administration charge of £25.
- (d) The Customer shall be liable to pay the Provider's cancellation charges in accordance with the Provider's terms and conditions.
- 5.5 The Customer shall pay each invoice submitted by the Supplier:
- (a) within 7 days of the date of the invoice; and
- (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
- 5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer 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.
- 5.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment , then the Customer shall pay interest on the overdue amount at the rate of % per cent per annum above Barclays Bank UK's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
- 5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- 5.9 Offers or discounts may be changed or withdrawn at any time by the Supplier without notice and are entirely at the discretion of the Supplier, cannot be used in conjunction with any other offer or discount and must be applied for no later than the time of booking.
- 6. Confidentiality
- 6.1 A party (receiving party) shall keep in strict confidence all Provider's details including identity, technical or commercial know-how, specifications; location which are of a confidential nature and have been disclosed to the receiving party by the Supplier (disclosing party), its employees, agents or Customers, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 6 shall survive termination of the Contract.
- 7. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
- 7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
- (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- (b) fraud or fraudulent misrepresentation; or
- (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- 7.2 Subject to clause 7.1:
- (a) the Supplier shall under no circumstances whatsoever be liable to the Customer, 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 Contract; and
- (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100;
- 7.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 as amended from time to time are, to the fullest extent permitted by law, excluded from the Contract.
- 7.4 This clause 7 shall survive termination of the Contract.
- 8. Termination
- 8.1 Without limiting its other rights or remedies, either party may Terminate/Cancel the Contract by giving the other party written notice subject to the requirement that cancellation by the Customer must be made in accordance with the Provider's Terms and Conditions
- 8.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.
- 8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment.
- 9. Consequences of termination:
- 9.1 On termination of the Contract for any reason:
- (a) The customer shall pay 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 the Customer immediately on receipt;
- (b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
- (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and
- (d) clauses which expressly or by implication survive termination shall continue in full force and effect.
- 9.2 On Termination/Cancellation of the Contract by the Customer giving:
- more than 6 weeks notice; the Customer shall pay 10% of the booking fee;
- between 4 and 6 weeks notice; the Customer shall pay 30% of the booking fee between 2 and 4weeks notice;
- the Customer shall pay 50% of the booking fee less than 2 weeks notice;
- the Customer shall pay 100% of the booking fee
- 10. Force majeure
- 10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- 10.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- 10.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
- 11. General
- 11.1 Assignment and other dealings.
- (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- 11.2 Notices.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
- (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
- (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 11.3 Severance.
- (a) 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 clause shall not affect the validity and enforceability of the rest of the Contract.
- (b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 11.4 Waiver. A waiver of any right under the Contract or law 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 provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 11.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the supplier and Customer, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- 11.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms save that the Provider shall have the right to enforce its Terms and Conditions as against the Customer.
- 11.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
- 11.8 Governing law. This Contract, 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 the law of England and Wales.
- 11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).