These booking conditions govern any reservation for or supply of accommodation, property, resort or surroundings, activities, excursions, events, services, meals, clubs, amenities and equipment (together called the ‘Arrangements’). They, together with any other written information, terms or agreements brought to the Supplier’s attention or otherwise agreed between the parties form the basis of the contract between the Supplier and the Company. By confirming a reservation of Arrangements, the Supplier agrees to be bound by these terms as well as any written pre-existing or supplementary terms.
The terms in this agreement shall apply to all Arrangements which are provided by or on behalf of the Supplier for the Company and/or its clients and/or any other third party designated by the Company at any time or whether or not they are supplied to or used by clients of the Company.
i)“The Supplier” means the supplier of any Arrangements as detailed on the booking confirmation issued by the Supplier to the Company.ii)“the Company” means Chillisauce Limited, a company incorporated and registered in England and Wales with company number 04002664 and whose registered office is at 41a Maltby Street, London, SE1 3PA
2. Appointment and Provision of Arrangements
2.1The Supplier appoints the Company to be either its non-exclusive agent for the retail sale of the Arrangements (‘Agency Sales’) or authorises the Company to sell the Arrangements to consumers of those arrangements as principal to the contract for those Arrangements (‘Principal Sales’).
2.2Supplies of Arrangements situated outside the UK and Ireland or Arrangements amounting to hotel services to be supplied to the Company’s corporate customers shall be made as Agency Sales. All other supplies shall be made as Principal Sales.
2.3The Company accepts its appointment in respect of Agency Sales and agrees to sell the Arrangements and perform the other obligations set out in this Agreement.
2.4The Supplier shall (at its own cost) provide the Arrangements for the period(s) at the rate(s) as agreed in the booking confirmation issued by the Supplier to the Company.
2.5In respect of Agency Sales the contract for the supply of Arrangements will be directly between the Supplier and clients of the Company. The Company acts as an introducing and booking agent only and has no responsibility or liability in the provision of Arrangements to clients of the Company.
2.6The Agent shall use reasonable and proper efforts to promote the Supplier and its products.
3. Deficient Arrangements
3.1The Supplier will immediately notify the Company of any alteration, suspension, deficiency, failure or other change including any building or maintenance work or other activity taking place in relation to or in the environment of any Arrangements which may adversely affect the quality or safety of the Arrangements in question, whether temporary or otherwise (a ‘Deficiency’).
3.2The Supplier undertakes at its own cost to immediately (or within such time as the Company shall agree) either (a) take all reasonable steps to remedy the Deficiency (b) locate at its own cost, suitable alternative Arrangements which are of least equal standard to the Arrangements subject to the Deficiency and which comply with the terms of this Agreement.
3.3In the event of the Supplier being unable or unwilling to comply with this clause (for whatever reason and for whatever time period) the Company may at its option, secure alternative Arrangements to the Arrangements subject to the Deficiency.
3.4In the event of a Deficiency (whether or not immediately remedied), the Supplier shall meet and/or indemnify the Company in respect of the full amount of all damages, expenses, refunds, fines, costs (including legal costs), losses and all other sums of whatever nature which the Company incurs or has to meet as a result of the Deficiency.
4. Compliance with description
The Supplier shall provide the Arrangements in compliance with the descriptions set out in this Agreement and/or otherwise represented by the Supplier or on its behalf. When requested to do so, the Supplier shall approve any description(s) of Arrangements prepared by or on behalf of the Company for any purpose whatsoever. Once approved, the Supplier agrees that all such description(s) and other wording are and shall remain correct.
5. Standard of Arrangements
5.1The Supplier certifies that the Arrangements (as applicable):-
i)shall be provided using all due skill, care and diligence;
ii)will be of a good and clean standard and be in full working order and safe for their use;
iii)comply fully with national, local, trade and other laws, regulations, rules and codes of practice, relating (by way of example and not limited to) planning, licensing, food safety, fire and the general safety and security of those making use of the Arrangements that apply in the country(s) in which the Arrangements are provided;
6. Obligations of the Supplier
6.1The Supplier agrees (where applicable):-
i)that all persons provided or used (directly or indirectly) by the Supplier (including employees, agents, suppliers and sub-contractors) in connection with the provision of the Arrangements will be appropriately qualified, experienced and capable of competently performing the work for which they are provided or used.
ii)to comply with all laws and regulations, including but not limited to the Package Travel, Package Holidays and Package Tours Regulations 1992 and any amendment or re enactment of the same and all other legislation implementing Directive (EU) 2015/2302, the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012, the Consumer Protection from Unfair Trading Regulations 2007, the Modern Slavery Act 2015, the Data Protection Act 1998 and any amendment or re enactment of the same and all other legislation implementing (Regulation (EU) 2016/679), the Sale and Supply of Goods and Services Act 1994 and the ABTA Code of Conduct (including any amendments) and/or any code of any trade body of which the Supplier is at any time a member, in the country in which it trades so far as they affect the Supplier’s activities.
iii)no charge or payment will be sought from any of the Company's clients for access to or use of any facility or service unless it has first obtained the Company's prior agreement in writing and the Company's clients will at all times have unrestricted access to and use of all facilities and services offered or provided by or on behalf of the Supplier to other third parties.
iv)it will be responsible for the payment of all taxes, charges, dues, fees and other sums of whatever nature which relate to the provision of the arrangements save where otherwise agreed in writing by the Company.
vi)it currently holds and will maintain at all times all necessary licences, certificates, consents and permissions required by national and/or local law in relation to the provision of the Arrangements which will be produced to the Supplier or its representative on demand.
vii)to permit the Company’s representatives to inspect the Arrangements at any reasonable time on request.
viii)to obtain payment direct from any persons using the Arrangements who are responsible for causing any damage to the Arrangements or any other loss and/or expenses of any nature.
ix)to take all appropriate steps to maintain an accident report log and take statements and photographs of any incident involving clients of the Company that may give rise to a claim or complaint of any kind and to provide the Company with all Health and Safety documents it requests in respect of the Arrangements.
x)to comply with the booking process notified to it by the Company from time to time.
7. Release and Cancellation of Arrangements
7.1The Company shall be entitled to immediately release or cancel any Arrangements or any part of them by notice in writing to the Supplier without incurring any penalty, charge or liability whatsoever providing it does so on or before any release date(s) applicable to the Arrangements in question as agreed between the parties or on the occurrence of any of the events detailed in clause 11.1 or in the event of ‘force majeure’ as defined in clause 13.1
7.2After the said applicable release date(s), the Company shall be entitled to cancel the Arrangements or any part of them by giving the Supplier notice in writing and subject to payment of the cancellation charges as agreed between the parties.
7.3The Company shall be entitled to cancel the Arrangements or any part of them if the venue at which the Arrangements are due to take place are not confirmed to the Company more than 42 days prior to the date that the Arrangements are due to take place.
8.1If the Supplier receives a claim or complaint from a client of the Company or becomes aware of circumstances which may lead to such, it shall at its own cost (a) immediately take all responsible steps to resolve such circumstances, claim or complaint; and (b) if it is serious, or if it involves a personal injury, immediately notify the Company in writing by fax/email and provide details of the Supplier’s response to the claim or complaint; and (c) if requested to do so by the Company, keep the Company informed of developments concerning the claim or complaint as they arise. The Supplier has no authority, however, to bind the Company and must ensure it does not do or say anything to prejudice the Company's position in any respect.
8.2If the Company receives a claim or complaint concerning a Client’s booking with the Supplier, the Supplier will, at the Company’s request, promptly and at the Supplier’s own expense, give all assistance requested by the Company including but not limited to, providing documents, providing detailed written statements from relevant employees and/or Company’s and ensuring such employees and/or Company’s remain available to give evidence and if asked to do so, the Supplier must transfer to the Company or the Company’s insurers any rights against whoever is responsible for a claim or complaint.
9.1The Supplier on behalf or itself, its employees, agents and sub-contractors accepts liability and agrees fully to indemnify the Company in respect of all losses, damages, liabilities, expenses and demands of whatever nature (including without limitation any professional fees incurred by the Company and any compensation payments, refunds or credits to any client(s) of the Company) which the Company may suffer or incur directly or indirectly as a result of (a) any breach by the Supplier of any term or condition of this Agreement; and/or (b) the death, injury or illness of any person for whom the Company may be responsible or for which the Company may have any liability and which is caused by or arises out of any wrongful or negligent act or omission of, or any breach of this Agreement by, the Supplier, its employees, agents and sub-contractors (each a ‘Claim’);
9.2This Indemnity shall not cover the Company to the extent that a Claim results from the Company’s own negligence or contributory negligence, wilful misconduct or fraud (including but not limited to negligent and/or fraudulent misrepresentation) of whatever nature.
9.3This indemnity shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.
10. Commissions, rates and payment
10.1In relation to Agency Sales, the Company shall be entitled to a commission. The Commission shall be the difference between the rates agreed between the parties and the sum which the applicable client of the Company agrees to pay. From the sum which the client of the Company pays, the Company shall be entitled to withhold the commission amount and shall only pay the relevant rates identified in the Schedule to the Supplier. The Company shall be entitled to sell the Arrangements at any rate.
10.2The rate(s) agreed between the parties include all taxes, charges, dues, fees and all other sums of whatever nature which relate to the Arrangements and shall apply to all Arrangements provided by the Supplier at any time during the period of this Agreement. Rates may not be increased unless the Supplier gives the Company at least two months’ notice in writing email@example.com
10.3Payment shall be made to the Supplier by the Company subject to the following conditions:
(i)The Supplier has provided the Company with an invoice detailing the correct amount;
(ii)All invoices should be sent firstname.lastname@example.org. Invoices received before 9.30am on Mondays will be processed for payment the next working day, where the event takes place within 14 days following the date that the invoice is received. Invoices received after 9.30am on Mondays will be processed for payment in the following week’s payment run, where the event takes place 14 days or more following the date that the invoice is received. Invoices received following completion of the arrangements in question will be processed for payment the next working day.
(iii)The Company shall be entitled to deduct from the payment any sums claimed by the Company from the Supplier under the terms of this Agreement or any other agreement between the parties or on any other basis whatsoever.
(iv)In the event of any dispute in respect of any payment the Company shall be entitled to withhold the sum in question until the dispute is settled.
10.4Any extra services sold by the Supplier to clients of the Company which are not included in the original booking price, such as food, drink, entertainment, spa or transport will be paid for by the clients of the Company directly to the Supplier and will not be commissionable unless otherwise agreed by the parties.
11.1The Company may terminate this Agreement (or any individual Arrangements) immediately by written notice in the event that:-
i)the Supplier fails to perform or commits any serious breach of this Agreement or fails to remedy to the satisfaction of the Company, within 7 days of receiving a written request to do so, any other breach of this Agreement or; in the Company’s reasonable opinion, there is any repeated or persistent failure by the Supplier to provide service of a sufficiently high standard; or where the Supplier commits any further breach(es) of this Agreement of the same or similar nature to any previous breach(es) of which the Company has previously notified the Supplier; or in the event of the Supplier committing any irremediable breach(es) of this Agreement or any breach(es) which in the reasonable opinion of the Company actually or potentially significantly prejudices the Company’s position in any respect or;
ii)there is a change of ownership of the majority of the Supplier’s shares (where the Supplier is a company) or any change of Partners (where the Supplier is a Partnership) or a significant change (in the Company’s opinion) of management of the Supplier or;
iii)the Supplier suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due; or the Supplier has a receiver or liquidator appointed, or passes an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or reorganisation) or a Court makes an order to that effect or a similar event occurs; or distress or execution is levied against the property of the other party.
11.2Any termination pursuant to clause 11.1 above or otherwise shall be without prejudice to the satisfactory performance of Arrangements in line with this Agreement (at the Company’s option) or any other rights or claims, which the Company may have against the Supplier at the date of termination.
11.3In the event of termination, the Supplier shall immediately return or destroy all of the Company’s confidential information.
11.4On termination of this Agreement for any reason the Company shall as soon as practical thereafter cease (in respect of Agency Sales) to describe itself as agent of the Supplier and the parties shall both cease to use the Intellectual Property of the other.
11.5Termination shall not affect the operation of clauses in this Agreement which are intended to have continuing effect, which shall remain in full force and effect.
11.6Subject as herein provided and to any rights or obligations accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.