TERMS & CONDITIONS OF SUPPLY OF SERVICE

The Customer's attention is drawn in particular to the provisions of clause 6.

1. INTERPRETATION

1.1 Definitions.

‍‍Acceptance of Order: any form of writing including electronic messaging such as WhatsApp, SMS and Facebook, wherein the Company confirms that it will supply such of the Services as are set out in the Contract as entered into between the Company and the Customer.

‍Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

‍Company: Ellidore + Thadeus (Registered in England and Wales with company number 07239424

‍Conditions: the terms and conditions set out in this document as may be amended from time to time in accordance with clause 8.4.

‍Contract: the contract between the Company and the Customer for the supply of any of the Services which contract shall be entered into in accordance with and subject to and include these Conditions.

‍Customer: the Person who purchases any Services from the Company.

‍Force Majeure: means and includes fire, flood, casualty, lock out, strike, labour conditions, industrial action of any kind, unavoidable accident, national calamity or riot, Act of God, earthquake, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to all or any other cause or event (whether of a similar or dissimilar nature) outside the control of the Company or the Customer.

‍Order: the Customer's written order for any of the Services.

‍Services: means any of the following services supplied by the Company to its customers as follows:-
(1) Booking and management of holidays;
(2) Procuring tickets for travel;
(3) Any other services that the Company agree in writing with the Customer that it shall undertake on behalf of the Customer;

and Service shall be construed accordingly.

‍Supplier: means any third party supplier with whom the Company liaises in providing any of the Services to or on behalf of the Customer.

1.2 Interpretation:

‍(a) Clause headings shall not affect the interpretation of these Conditions.
(b) A Person includes a natural person, a corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
(c) Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
(d) Any obligation in the Contract or these Conditions on a Person not to do something includes an obligation not to agree or allow that thing to be done.
(e) References to clauses are to the clauses of these Conditions.
(f) a reference to a statute or statutory provision is a reference to such statute or 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.
(g) 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.
(h) A reference to writing or written includes SMS texts, WhatsApps, social media, faxes and emails.

2. BASIS OF CONTRACT

‍2.1 In the provision of the Services to the Customer, the Company shall act as agent for the Customer and accordingly any contract of purchase from a Supplier will be entered into between the Customer (at the discretion of the Company either personally or in the name of the Company acting as agent for the Customer) and the relevant Supplier.

2.2 By accepting these Conditions and the terms of the Contract, the Customer hereby irrevocably authorises the Company to act as its agent to enter into a contract or contracts on behalf of the Customer with any relevant Supplier.

2.3 These Conditions apply to the Contract to the exclusion of any other term or terms that the Customer seeks to impose or incorporate into the Contract, or which are implied by trade, custom, practice or course of dealing. The Customer thus waives any right (it might otherwise have) to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions, any other term of the Contract or the terms of the Acceptance of Order.

2.4 The Order constitutes an offer by the Customer to purchase one or more of the Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.5 The Order shall only be deemed to be accepted when the Supplier sends to theCustomer an Acceptance of Order, at which point the Contract shall come into existence. In the case of a conflict between the terms of the Order or the terms of theAcceptance of Order the terms of the Acceptance of Order shall prevail.

2.6 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of theServices referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7 A quotation for the Services given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 1 Business Days from its date of issue, unless otherwise specified.

2.8 In agreeing to undertake any of the Services, the Company provides no warranty or guarantee of a successful outcome of such Service and shall not be liable to theCustomer for a failure to successfully provide such Service.

3. SOURCING AND BOOKING OF HOLIDAYS OR TRAVEL

‍3.1 Where a holiday or tickets for travel have been purchased by the Company for the Customer and the details of the holiday and/or travel are subsequently cancelled or altered for any reason, the Customer hereby acknowledges and agrees that any reimbursement which may be due to the Customer will be subject to the terms and conditions of any contract with relevant Supplier (whether entered into either by the Company as agent on behalf of the Customer or by the Customer direct with theSupplier) and there shall be no liability upon the Company in connection therewith.

3.2 Where a Customer decides to cancel or attempts to cancel any travel tickets or holiday booked on its behalf by the Company, the Company shall have no liability to arrange a refund for the Customer.

4. PRICE AND PAYMENT

‍4.1 The price of the holiday and/or travel shall be the price set out in the Order or if different the price set out in the Acceptance of Order.

4.2 Where the price of the holiday and/or travel excludes amounts in respect of value added tax (VAT), the Customer shall additionally be liable to pay to the Company such VATat the prevailing rate, subject to the receipt of a valid VAT invoice.

4.3 The Company may invoice the Customer for the holiday and/or travel at any time after the entering into of the Contract.

4.4 The Customer shall unless otherwise agreed in writing by the Company pay the invoice in full and in cleared funds on the date of the invoice. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.

4.5 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Ellidore + Thadeus Bank’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.

4.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counter claim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.‍

5. TERMINATION

‍5.1 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten Business Days of being notified in writing to do so;
(b) the Customer is declared bankrupt or takes any step or action in connection with his bankruptcy or it enters into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), it has a receiver appointed to any of its assets or ceases to carry on business or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure, as referred to in this clause in any relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Company’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

5.2 Without limiting its other rights or remedies, the Company may suspend provision of any of the Services under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause5.1 (a) to clause 5.1 (d), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment.

5.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in5default not less than five Business Days after being notified in writing to make such payment.

5.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.

5.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

5.6 Any provision of the Contract that expressly or by implication is intended to come in toor continue in force on or after termination shall remain in full force and effect.

6. LIMITATION OF LIABILITY

‍6.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

6.2 Subject to clause 6.1:

(a) the Company 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 Company’s total liability to the Customer in respect of all other losses for which it may be found to be liable arising under or in connection with theContract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the relevant invoice issued by the Company to the Customer less VAT.

‍7. FORCE MAJEURE

‍‍Force Majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract (save for the Customer’s liability to make payment pursuant to clause 4) if such delay or failure result from an event of Force Majeure. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this Contract by giving five Business Days’ written notice to the affected party.

8. GENERAL

8.1 Assignment and other dealings

‍(a) the Company may at any time assign, transfer, mortgage, charge, subcontractor deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not 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 without the prior written consent of theCompany.

‍8.2 Confidentiality

‍(a) Each party undertakes that except as permitted by clause 8.2
(b) it shall not at any time disclose to any Person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any detail of the Contract or the existence of the Contract. (b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives or advisers, agents or suppliers, who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers, agents or suppliers to whom it discloses the other party's confidential information comply with this clause 8.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
(d) This clause 8.2 shall survive termination of the Contract.‍

8.3 Entire agreement

‍(a) The Contract (which includes the Conditions) constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract.
(b) Each party acknowledges that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in the Contract(which includes the Conditions).
(c) Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Contract andthe Conditions.
(d) Nothing in this clause 11.3 shall limit or exclude any liability for fraud.

8.4 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the Company and the Customer (or their authorised representatives).

8.5 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.

8.6 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

8.7 Notices

‍(a) Any notice or other communication given under or in connection with theContract shall be in writing, addressed to, in the case of the Supplier its registered office and addressed to, in the case of the Customer (if it is a company) its registered office or its principal place of business or if an individual such address as the Customer may have notified the Supplier as being his place of residence or failing that at the address shown for the Customer on the Order, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax, email or WhatsApp.
(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 8.7 (a); if sent by pre-paid first class post or other next working day delivery service, at 9 a.m. 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 fax or email at 9 a.m. on the next Business Day after transmission.
(c) The provisions of this clause 8.7 shall not apply to the service of any proceedings or other documents in any legal action.

8.8 Third party rights

‍No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

8.9 Conflict

‍In the case of any conflict between these Conditions, and the terms of theContract as set out in the Acceptance of Order then the terms of the Acceptance ofOrder shall prevail.‍

8.10 Law and Jurisdiction

‍The Contract, and any non-contractual obligations arising out of or in connection to it, are governed by and shall be construed in accordance with English law.

8.11 The Customer irrevocably agrees for the benefit of the Company that the Courts ofEngland are to have jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with the Contract (including a dispute regarding the existence, validity or termination of the Contract) or any non-contractual obligation arising out of it or in connection with the Contract (a “Dispute”).

8.12 The Company and the Customer agrees that the Courts of England are the most appropriate and convenient court to settle Disputes and accordingly, no party to theContract will argue to the contrary.

8.13 Clauses 8.10 to 8.13 are for the benefit of the Company only. As a result, the Company shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Company may take concurrent proceedings in any number of jurisdictions.‍