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SPORT LEISURE TRAVEL LIMITED TERMS AND CONDITIONS: SERVICES 

1. Obligations and warranties

1.1 The Supplier warrants and undertakes that it shall:

(i) make available for the use of the Company and its clients, the services specified in the Contract (the “Services”) for the Contract term and at the rates set out in the Contract;

(ii) Not make any changes to the Services without the Company’s prior express consent and agreement;

(iii) Comply, at all times, with all national, local and industry legislation, regulations, codes and practices in the provision of the Services that shall include, without limitation, those in regard to hygiene, fire and safety; Modern Slavery and Anti-Bribery; 

1. hold and maintain valid licenses, consents, permissions and certifications in regard to the provision of the Services that shall include, without limitation, an accommodation and touristic license (where appropriate to the Services), fire and safety certifications and any and all other licenses, consents, permissions and certifications of any kind required under local or national laws/regulations to legally operate and provide the Services;
2. During the term of the Contract, hold and maintain, with a reputable insurance company, sufficient insurance to cover the liabilities that may arise under or in connection with the Contract that shall include, without limitation, public liability insurance and buildings and contents insurance that shall carry a minimum level of cover of £1 million GBP per claim or equivalent if in a different currency;
3. Comply, at all times, with all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018, as amended, in respect to the controlling and/or processing of any personal data; specifically: the Supplier shall (a) not take any photographic images or otherwise of the Company’s clients. Any use by the Supplier of any photographic images owned by the Company shall only be permitted with the prior express consent of the Company and any such use shall, in any event and at all times, comply with the obligations of this clause 1.1(vi); (b) not, at any time, disclose any personal contact details or other personal data of the Company’s clients; (c) not appoint any third-party processor without the prior express consent from the Company; (d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against any accidental loss or destruction of, or damage to, the personal data; (e) notify the Company without undue delay on becoming aware of a personal data breach; and (f) maintain complete and accurate records and information to demonstrate compliance with this clause 1.1(vi); . For the purposes of the Contract, the Company shall be the data controller and the Supplier shall be the data processor;

(vii) notify the Company immediately if: (a) it is unable to provide the Services during the term of the Contract; or (b) there are any proposed changes to the Services including but not limited to where relevant any proposed building works whether interior, exterior, within the grounds or in the near vicinity. If in the Company’s reasonable opinion, the matters notified pursuant to (a) and/or (b) would have a negative impact on the clients’ quiet enjoyment of the Services, the Company shall reserve the right, in its sole discretion to: (c) cancel the affected bookings; or (d) where appropriate to the Services, require the Supplier to find suitable alternative accommodation of an equivalent or higher standard, in the same resort/region, subject to the Company‘s express prior approval. Pursuant to (c), the Supplier shall refund any and all monies paid by the Company in respect of the affected bookings; and pursuant to (d) the Supplier shall be liable for any and all additional costs incurred in respect of such alternative accommodation; 

1. not, at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or of any member of the group of companies to which the Company belongs, except as required by law, a court of competent jurisdiction or any governmental or regulatory authority; or, to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out its obligations under or in connection with the Contract. The Supplier shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Company’s confidential information shall comply with this clause (viii);

2. Liability and Indemnity

2.1 References to liability in this clause 2 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; 

2.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; 

2.3 The Supplier shall keep the Company indemnified against all and any claims, losses, liabilities, expenses, demands, damages, or costs (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company as a result of: (a) any claim made against the Company for death, personal injury or damage to property arising out of or in connection with defects in the Services, to the extent that the defects in the Services are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; (b) any claim made against the Company arising out of or in connection with the Services, to the extent that such claim arises out of the breach, negligent performance, or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; (c) any claim made against the Company arising out of or in connection with the Services, to the extent that such claim arises out of the failure to exercise reasonable skill and care in performance of the Contract by the Supplier, its employees, agents or subcontractors; (d) any claim made against the Company arising out of or in connection with clause 1.1(vi) (data protection), to the extent that such claim arises as a result of the acts or omissions of the Supplier, its employees, agents or subcontractors; and (e) any representation or warranty given by the Supplier in the Contract being inaccurate in any material respect; 

2.4 The Supplier shall indemnify the Company for any losses arising from any court judgements that shall include, without limitation, any legal costs and/or court fees that the Company incurs in defending a claim, in addition to any settlement of claim (before a court or via ADR);

2.5 This clause 2 shall survive termination of the Contract.

3. Termination

3.1 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Supplier if: (a) there is a change of control of the Supplier; (b) the Supplier’s financial position 

deteriorates to such an extent that in the Company’s reasonable opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; (c) the Supplier commits a breach of clause 1.1 (iii) or (iv); (d) if, in the reasonable opinion of the Company, it’s appointed representative, or the School Travel Forum, the Services fail to meet the required health and safety standards as set out by the Company, or if the Supplier fails to implement any remedial health and safety requirements as requested by the Company;

3.2 Without affecting any other right or remedy available to it and, subject to the Corporate Insolvency and Governance Act 2020, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) 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 28 days after being notified in writing to do so; (b) 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, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) 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 either party ceases to have the benefit of all consents, authorisations and licences which are required for the performance of its obligations under the Contract or the performance of its obligations under the Contract becomes illegal; 

3.3 Without affecting any other right or remedy available to it, the Company may terminate the Contract on giving not less than 2 months’ written notice to the Supplier, at any time;

3.4 In the event of termination of the Contract any sums paid to the Supplier in respect of future bookings shall be immediately paid back to the Company and any future sums payable under the Contract shall cease to apply;

3.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect;

3.6 Termination or expiry of the 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.

4. Force Majeure

4.1 If a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract (the “Affected Party“) by an unavoidable and/or extraordinary event (“Event”), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations (including, without limitation, its obligations in respect of future payments). The time for performance of such obligations shall be extended accordingly. The Affected Party shall: (a) as soon as reasonably practicable after the start of the Event but no later than 5 days from its start, notify the other party in writing of the Event, the date on which it started, its likely or potential duration, and the effect of the Event on its ability to perform any of its obligations under the Contract; and (b) use all reasonable endeavours to mitigate the effect of the Event on the performance of its obligations.

4.2 If the Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, either party may terminate the Contract by giving 1 weeks’ written notice to the other Party. In this event any payments made by the Company in respect to future bookings shall be immediately paid back to the Company and any future payments shall cease to apply.

5. Miscellaneous

5.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the relevant Contracting Manager, to the email as stated on the Contract. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (where 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). This clause 5.1 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;

5.2 Unless expressly stated otherwise, 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;

5.3 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. A failure or delay by a party to exercise any rights or remedies 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.

5.4 No variation of the Contract shall be effective unless it is in writing and signed by the parties. 

5.5  The Supplier may not assign any of its rights or transfer or sub-contract any of its obligations under the Contract. The Company may assign any or all of its rights and transfer and or all of its obligations under the Contract to any company in the same group as Sport Leisure Travel Limited without any requirement to notify or obtain the further consent from the Supplier;

5.6 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 5.6 shall not affect the validity and enforceability of the rest of the Contract.

5.7 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. 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.

5.8 These Terms and Conditions: Services together with the Services Agreement (and any addenda) form the contract (“the Contract”) between the Company and the Supplier.