Supplier Terms and Conditions

2.1. The price of the Programme will be agreed and confirmed in writing between the parties and communicated in the Booking Request and the Booking Confirmation. Once the price has been confirmed by the Supplier, the Supplier agrees to honour it and not change it for any reason.

2.2. Where exchange rates are applicable to the price of Services, they will be calculated through an independent third-party resource (e.g. www.xe.com) which shall be agreed at the time of the Booking Request.

2.3. In respect of any items or services not forming part of the Programme or Services booked by Groupia, the Supplier is responsible for ensuring that information regarding all additional charges is submitted directly to and paid by the Group. Groupia shall not be responsible for any additional charges which are not detailed on the Booking Confirmation.

3.1. Either party requiring any alterations to the Programme/Services prior to the Event Date must notify the other party as soon as practicable and confirm those alterations in writing. Any alterations to the Programme shall not be effective unless agreed in writing by or on behalf of both parties.

3.2. The Supplier shall accept any requests by members of the Group to transfer their Programme/Service booking to another person who satisfies all of the conditions that apply to the Programme/Service free of charge.

3.3. The Supplier shall use its reasonable endeavours to meet any reasonable requests to make changes to any Programme/Services booked and any associated charges levied for making such changes shall remain reasonable at all times.

3.4. In the event of any changes to the Programme/Services or any special request confirmed by the Supplier before or after the Event Date, the Supplier must notify Groupia immediately and shall offer the following choices to Groupia/the Group:

3.4.1. where possible, a suitable alternative Programme/Service of at least the same or higher standard (either through the Supplier or its’ external third party resources) at no extra cost. If this is not possible, the Supplier shall offer an alternative Programme/Service of a lower standard and any reduction in price shall be repaid to Groupia within 7 Calendar Days if the change is accepted by the Group; and/or

3.4.2. a full refund where requested (payable within seven (7) Calendar Days of being requested) to Groupia, plus any associated costs which may include the full costs of alternative solutions less the refund provided.

3.5. Without prejudice to the above, the Supplier agrees to indemnify, and keep indemnified, Groupia in full in respect of any Losses (howsoever arising) suffered or incurred by Groupia arising out of or in connection with any change or alteration made by the Supplier (or any of its third party suppliers) to the Programme/Services.

The Supplier warrants and guarantees that it will:

4.1. provide the Services to Groupia and the Group in accordance with the Agreement and that it will ensure that it provides Groupia with up to date information describing the Services/Programme (including up to date photos, videos, narrative/guidance);

4.2. inform all of its’ personnel of this Agreement, ensure that they comply with its’ terms and that it shall be responsible for ensuring that this Agreement is complied with at all times;

4.3. perform its duties and obligations under the Agreement at all times in a professional and courteous manner and with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

4.4. adhere to its’ obligation to notify Groupia of Unfavourable Circumstances, which shall continue at all times prior to the Event Date;

4.5. make Groupia aware of any prerequisites on the part of either the Group or Groupia which are necessary for the performance of the Programme in writing in accordance with clause 3.3 of the Agreement;

4.6. provide prompt information to Groupia on the suitability of Services for members of the Group that have a disability or reduced mobility, to assist them with determining whether the Services are suitable for that Group member’s particular needs;

4.7. use reasonable endeavours to fulfil special requests made by Groupia for members of the Group and accept that any special requests confirmed by the Supplier will form an essential part of the Programme/Service(s);

4.8. undertake proper on-site enquiries as to the suitability and fitness of any members of the Group partaking in any activities organised and run by the Supplier or any third-party supplier engaged by the Supplier for that purpose and to ensure the safety of the Group at all times;

4.9. review and ensure that all Services to be provided by the Supplier either ancillary to or forming part of the Programme are covered by valid and appropriate insurance (and procedure) of a recognised industry standard and to only accept/place bookings and deliver Programmes during periods of cover (as more particularly described in paragraph 6);

4.10. provide capable, courteous, professional, English speaking, responsible staff and personnel in connection with the Programme who are suitably skilled, experienced and qualified to a recognised industry standard commensurate with the duties for which they are employed, in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Agreement;

4.11. ensure that the Services will conform with all descriptions and specifications in accordance with the Programme, and that the activities and facilities comprised within the Services shall be fit for any purpose that Groupia makes known to the Supplier in the Booking Request or otherwise;

4.12. comply with all applicable Laws and Regulations applicable to the provision of the Services (including, but not limited to, any Laws and Regulations relating to fire safety, hygiene, food safety, swimming pool safety, gas and fuel safety and any other standards relevant or applicable to the Services);

4.13. obtain, maintain and hold all necessary and valid licences, certificates, permissions, approvals and/or other appropriate consents and documentation that may be required in connection with or for the provision of the Services;

4.14. observe and adhere to all health and safety Laws and Regulations including any applicable social distancing guidelines and any other security requirements that apply at any Premises from which the Services are provided at all times;

4.15. comprehensively provide adequate training, equipment and supervision for any Services included with the Programme, including procedures to cover medical and other emergencies;

4.16. to maintain and monitor a system of any applicable training required for any staff and personnel (to be refreshed on a minimum 1 year cycle, unless further training or new joiner training is required) and to keep accurate records of such training which shall be made available to Groupia within seven (7) Calendar Days upon request;

4.17. maintain and operate a proper system of maintenance (including keeping accurate records) and/or inspection of all equipment and facilities (and where applicable vehicles) to be used by or for the Group, details of which shall be provided to Groupia within seven (7) Calendar Days of it requesting the same, and to ensure that all equipment and facilities comply with all applicable Laws and Regulations;

4.18. take appropriate action (including cancelling or curtailing the Programme) if in the opinion of the Supplier any activity or behaviour of the Group or any person associated with the Group is likely to cause distress, damage, danger to or annoy other members of the Group, other customers, employees, property or any other person and to inform Groupia in writing with a detailed report as to the incident and action taken, within fourteen (14) Calendar Days of the incident in question;

4.19. carry out risk assessments of all Services before making them available to Groupia and will conduct audits of the Services no less than every three (3) years (or on Groupia’s reasonable request) and shall, on request, allow Groupia either by its’ own employee(s) or agents or by its expert representative(s) to examine, audit and/or inspect the Services and any associated equipment, facilities and Premises;

4.20. maintain a log of any incidents (including, but not limited to, injuries and illnesses) concerning members of the Group, which it will make available to Groupia within seven (7) Calendar days of it making such a request;

4.21. take responsibility for the collection and reimbursement of any security deposit or behavioural bond required. This will form a contractual arrangement between the Supplier and Client directly and outside of any agreement with Groupia;

4.22. immediately contact Groupia to confirm in writing any changes to the Supplier (including changes to contact details or bank details);

4.23. provide Groupia with no less than three (3) months’ prior written notice of any planned change of ownership and, where agreed by Groupia, the Supplier will ensure that the sale, lease or transfer agreement in respect of any change of ownership contains a covenant by the incoming owner/lessee to observe and adhere to the obligations of the Supplier under this Agreement. The Supplier will be jointly and severally liable for the proper performance of those obligations even after the sale, lease or transfer is completed;

4.24. ensure that it has necessary safeguards and implemented systems in place to ensure that any restrictions or requirements imposed by Laws and Regulations or government/public authorities are adhered to including, but not limited to, self-isolating/social distancing requirements (including the use of screens and taped markings where this is necessary), social mixing, the use of face coverings/masks/protective clothing, staggered arrival and departure times and enhanced cleaning/hand washing/hygiene procedures;

4.25. ensure that all of the obligations arising out of this Agreement are contractually passed onto any third parties that it may use to provide the Services (for the avoidance of doubt, the Supplier shall remain fully responsible for such third parties); and

4.26. take reasonable steps to ensure that there is no modern slavery or human trafficking in its’ supply chain and shall ensure compliance with the Modern Slavery Act 2015.

5.1. The Supplier undertakes to Groupia that it shall not, without the prior written consent of Groupia, during the Term of the Agreement or for a period of twelve (12) months after the date of the Agreement's termination/cancellation in accordance with the Agreement, either on its own account or on behalf of any other legal person in competition with Groupia directly or indirectly:

5.1.1. solicit, attempt to solicit, assist to solicit or endeavour to entice away from Groupia any person, firm, company business entity or other organisation who are or were a client, employee or associate of Groupia;

5.1.2. contact, deal with or accept work for private gain from any client of Groupia; or

5.1.3. copy and/or supply any Programmes originating from Groupia to or for external parties.

6.1. During the term of the Agreement the Supplier shall maintain in force professional indemnity insurance and public liability insurance to cover all risks commonly insured for a supplier of services covering, in particular, death, injury and/or sickness suffered by Groupia’s Group members.

6.2. The Supplier shall provide within 7 Calendar Days. or sooner if the Event Date is within 21 days, of being requested by Groupia, a copy of the applicable policy of insurance, any schedule of insurance , the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance, all of which shall be provided in English. Should the Supplier fail to comply with this obligation at any time, Groupia reserves the right to cancel all Programmes without any liability or penalty to Groupia, whereupon the Supplier will reimburse Groupia and the relevant Group(s) (as applicable) in full (including any deposits) within 48 hours of Groupia's cancellation.

6.3. The Supplier agrees to indemnify, and keep indemnified, Groupia in full in respect of respect of any Losses (however arising) suffered or incurred by Groupia arising out of or in connection with the Supplier's failure to comply with this paragraph 6.

The following definitions shall apply in this paragraph 7:

Agreed Purposes: fulfilment of the Services/Programme by the Supplier. Special Category Data shall be used for the sole purpose of determining whether a Programme needs to be specially adapted;

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time;

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK and any other European Union legislation relating to personal data, including the General Data Protection Regulation ((EU) 2016/679) ("GDPR"); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;

Permitted Recipients: the parties to the Agreement, the employees of each party and any third parties engaged to perform obligations in connection with the Agreement;

Shared Personal Data: the personal data to be shared between the parties this Agreement to enable the parties to fulfil their obligations under the terms of this Agreement. Shared Personal Data shall be confined to name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender, postal address, email address and telephone numbers of the Group members plus Special Category Data of Group members; and

Special Category Data: information regarding Group members' pregnancy, medical conditions or food allergies.

7.1. This entire paragraph 7 sets out the framework for the sharing of personal data between the parties as controllers. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation and acknowledges that Groupia will regularly disclose to the Supplier Shared Personal Data collected by Groupia for the Agreed Purposes.

7.2. Each party shall:

7.2.1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

7.2.2. give full information to any data subject whose personal data may be processed under the Agreement of the nature of such processing. This includes giving notice that, on the termination of the Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

7.2.3. process the Shared Personal Data only for the Agreed Purposes and shall not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purposes;

7.2.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

7.2.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by the Agreement;

7.2.6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

7.2.7. not transfer any personal data received from the other party outside the EEA unless the transferor:

7.2.7.1. (i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and

7.2.7.2. (ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

7.3. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

7.3.1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

7.3.2. promptly (and at the latest within seven (7) Calendar Days of receipt) inform the other party about the receipt of any data subject access request,

7.3.3. provide the other party with reasonable assistance in complying with any data subject access request;

7.3.4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

7.3.5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

7.3.6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation, and provide assistance in relation to managing/dealing with the breach;

7.3.7. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and

7.3.8. maintain complete and accurate records and information to demonstrate its compliance with this paragraph 7 and allow for audits by the other party or the other party’s designated auditor; and

7.3.9. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach and the regular review of the parties’ compliance with the Data Protection Legislation.

7.4. Each party shall indemnify the other against all Losses (howsoever arising) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation and/or this clause 7 by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

8.1. The Supplier acknowledges that all rights, titles and interests, including without limitation all Intellectual Property Rights associated with the Programme(s) are owned by Groupia and that the Suppler shall not acquire any rights, titles or interests in or to the Intellectual Property Rights associated with the Programme(s).

9.1. In the event of any complaint, claim or expression of dissatisfaction (collectively a “Complaint”) being made by any member of the Group regarding the Services/Programme provided by the Supplier, the Supplier agrees to:

9.1.1. notify Groupia within 48 hours of receiving or becoming aware of a Complaint setting out the details of the Complaint;

9.1.2. to promptly investigate the Complaint and, if appropriate, obtain witness statements (including names and addresses) from staff and other persons involved in the Services forming the basis of the Complaint to determine its’ validity;

9.1.3. to deal with the Complaint in a prompt, professional manner and, where possible, resolve the Complaint amicably at the time the Complaint is raised;

9.1.4. make no compromise or agreement recorded or otherwise with any member of the Group which effects the position or liability of Groupia without Groupia's express written authority to do so;

9.1.5. where it becomes clear that the matter cannot be resolved to the satisfaction of the relevant Group member(s), prepare a detailed written report of the Complaint including details of action taken, suggestions by the Supplier to resolve the problem, copies of any documents obtained under clause 9.1.2 together with any other supporting documentation and to provide this information to Groupia within seven (7) Calendar Days of the Supplier becoming aware that it cannot resolve the Complaint;

9.1.6. in the event that any Complaint is made by a member(s) of a Group against Groupia relating to a Service(s)/Programme(s) provided by the Supplier (or any third party that it uses to perform the Service(s)/Programme(s) for which the Supplier is responsible for), to fully co-operate with Groupia and its legal advisers and:

9.1.6.1. provide full details of any (i) witnesses, (ii) relevant service, maintenance or other related records and (iii) other information that Groupia and/or its legal advisers deem necessary or relevant in dealing with such Complaint;

9.1.6.2. promptly liaise with any third parties which the Supplier uses to perform the Service(s)/Programme(s) to obtain any of the information listed in clause 9.1.6.1; and

9.1.6.3. make available upon reasonable notice from Groupia any appropriate employee, third party or representative of the Supplier to give evidence at any subsequent court proceedings (whether in person or by video link) in the event that any legal proceedings are instigated against Groupia by the member(s) of the Group, at the Supplier’s own cost.

9.2. Where requested in writing by Groupia, the Supplier shall either:

9.2.1. take over and handle the defence of any Complaint at its own expense; or

9.2.2. alternatively indemnify Groupia, in all cases, for any Losses (including settlements made to prevent further financial exposure) incurred by Groupia (whether or not liability attaches to Groupia) in defending any Complaint and/or chargeback.

9.3. The Supplier agrees to indemnify, and keep indemnified, Groupia in full in respect of any Losses (however arising) suffered or incurred by Groupia arising out of or in connection with any failure by the Supplier (or any third parties it uses to provide the Service(s)/Programme(s)) to supply information or documents reasonably requested by Groupia in relation to any Complaint made by any member(s) of the Group.

9.4. The Supplier acknowledges and accepts that where Groupia has sold the Services as a non-package (i.e. where the PTR 2018 does not apply) as agent for the Supplier, the Group may pursue the Supplier direct for any Complaint (or chargeback) that they have in connection with those Services. Where this occurs, the Supplier accepts that (i) Groupia shall not be responsible for any Losses which the Supplier incurs as a result of such Complaint (or chargeback) and (ii) it will indemnify Groupia for all Losses it incurs as a result of handling or defending such Complaint (or chargeback).

10.1. All disclaimers must be provided to Groupia in advance of a booking. No member of the Group shall be required by the Supplier to sign a disclaimer unless such document has been expressly agreed to in writing by Groupia and sent to Groupia for approval by the Group ahead of the Event Date. If any member of the Group decides not to continue with any part of the Programme following the introduction/review of a previously unseen disclaimer, the Supplier shall be liable for providing a full refund to Groupia for that part of the Programme and shall indemnify Groupia for any subsequent Losses which Groupia may be exposed to.

10.2. In all cases where disclaimers are used, they must be thoroughly explained in full (including implications) to all Group members prior to the commencement of any Services.

10.3. If the Supplier introduces a disclaimer after confirming the Programme via the Booking Confirmation with Groupia in accordance with the Contract, the Supplier agrees to indemnify Groupia in full in respect of any Losses (however arising) suffered or incurred by Groupia arising out of or in connection with the late introduction of such disclaimer.

10.4. Notwithstanding the above, no disclaimers shall seek to limit or exclude any liability which cannot be excluded by law, nor shall they exclude liability for personal injury, death or illness caused by the Supplier (or its’ third parties’) negligence.

11.1. The Supplier undertakes that it shall not at any time during the Term of the Agreement, and for a period of five (5) years after termination of the Agreement, disclose to any person any confidential information concerning the business, the Programmes, affairs, customers, clients or suppliers of Groupia or any Groupia subsidiary company or companies, except as permitted by clause 11.2.

11.2. The Supplier may disclose Groupia's confidential information:

11.2.1. to its employees, officers, representatives, subcontractors, third party suppliers it engages or advisers (“Permitted Persons”) who need to know such information, but solely for the purpose of carrying out the Supplier's obligations under the Agreement. The Supplier shall ensure that the Permitted Persons to whom it discloses Groupia's confidential information comply with this paragraph 11 and are bound by identical confidentiality provisions at all times; and

11.2.2. as may be required by law, a court of competent jurisdiction, court order or any governmental or regulatory authority.

11.3. The Supplier shall not use Groupia's confidential information for any purpose other than to perform its obligations under or in connection with the Agreement.