Destination Alliances Limited
Standard Terms and Conditions of Contract

In this agreement between Destination Alliances Limited ("the Company"), which includes services provided to you on behalf of any of the Destination Alliances franchisees, and you ("the Client") these terms and conditions shall apply as follows:

1. The Contract
1.1. The Company shall perform the contract ("the Contract") by providing the Services to the Client in consideration for the Fees (as defined below).
1.2. Upon each occasion that the Company supplies services including hosting and providing training and marketing workshops and general training services ("the Services"), the terms and conditions of the Contract shall apply to the Contract between the Company and the Client.
1.3. The Contract may be varied in writing between the parties but, in the absence of any such agreement, these terms and conditions shall apply.
1.4. The Contract (Rights of Third Parties) Act 1999 shall be excluded.

2. Delivery and performance
2.1. The Company shall perform the Contract for the Client in consideration for the Fees (as defined below) with reasonable skill, experience and timeliness.
2.2. Time shall not be of the essence unless agreed in writing between the parties.
2.3. In the event of any delay in performance, due to an event or action by a third party or conditions beyond either party's control or power, the Company shall have a further reasonable time in which to perform the Contract. Such events shall include any breakdown of the Company's IT systems or system providers preventing the Company communicating.
2.4. If the delay in the performance of the Contract is due to the actions of or omissions of the Client, including the failure to attend any event or training organised by the Company, the Company shall not be liable for any failure in performance and/or compensation for any costs or losses, it suffers as a result of such delay.
2.5. In the event that the performance of the contract is detrimentally affected by the avoidable actions or omissions of the Company, the Client may be entitled to recover any losses directly arising from such adverse performance, but limited to the Fees due under the Contract for the Goods or the Services which have been delayed.
2.6. The parties shall agree the terms of the Services in writing prior to commencement of the performance of the Contract.
2.7. The Company reserves the right to change the forum of the workshop or presentation at short notice and agrees to notify the Client of such changes by whichever method is most practical.
2.8. The Company reserves the right to change the presenter as long as the replacement presenter is, in the opinion of the Company, reasonably qualified to make the presentation.

3. Consideration
3.1. By instructing the Company and by applying to attend an event, the Client shall be deemed to have agreed to these terms and to pay the agreed price or fees ("the Fees") to the Company for the Services upon receipt of acceptance by email from the Company accepting the Client as an attendee.
3.2. The Fees shall be payable in advance of performance of the Contract or at such times as are stated below to enable the Company to provide the Services in good time. The Fees and the nature and content of the Services shall be those displayed on the Company's website for the event at the time of the Client applying to attend, unless otherwise agreed in writing between the parties.
3.3. The Company shall not be obliged to commence working on providing the Services until payment in full is received. Any delay in payment may affect the Company's ability to deliver the Services by the required date. Late deliver resulting from late payment is therefore entirely due to the Client and the Client's responsibility.
3.4. If the parties agree to pay on invoice, the Client shall pay the Company within 14 days of the date of invoice.
3.5. The parties agree that the Client shall pay the Fees without any deduction or withholding on account of any rights of equitable set off which the Client may claim;
3.6. The Fees will subject to VAT, if and when the Company becomes registered, at which point it will notify any potential clients of such liability in advance;
3.7. In the event of late payment or non payment of the Fees by the Client, the Company may suspend performance of the Contract and exercise its rights generally under the Late Payment of Commercial Debts Act 1999.

4. Cancellation
4.1. The Client may cancel the contract under the following terms:
4.1.1. If the Client gives at least 30 days' notice to cancel, there will be no charge or costs payable to the Company;
4.1.2. If the Client gives less than 30 days' notice but more than 14 days' notice to cancel, the Company may charge 50% of the total net Fees plus VAT to the Client;
4.1.3. If the Client gives less than 14 days' notice to cancel, the Client shall be liable for the full cost of the Fees for the Services.
4.2. The parties must notify each other of cancellation in writing which may be by post, fax or email but proof of sending and, in the case of email, a response from the other party accepting notice must be obtained.

5. Refund policy
5.1. In the event that the Client cancels his or her attendance at an event as above, the Company shall refund the Fees to the Client within 30 days or receiving written notice of cancellation.
5.2. In the event that the Company is forced to cancel the event due to poor attendance or some external or internal reason, the Company may seek, at its own discretion, to arrange a replacement event or, at its own discretion, decide to cancel the event and return the Fees to the Client within 30 days of the cancelled event.

6. Liability
6.1. The Client's liability for the agreed Fees will continue until the Company is paid in full, whether or not the Client is satisfied with the performance of the Contract, as such judgement of satisfaction can be entirely subjective. The manner of performing the Contract is subjective. The Client shall not be entitled to offset or counter-claim on grounds of dissatisfaction with the performance of the Contract;
6.2. In the event that performance of the Contract is prevented by any event beyond the control of the Company, the Company's maximum liability shall be limited to the amount of the net Fees and shall not include any indirect loss, including loss of profits or business arising from any omission, action or failure to perform the Contract.

7. Intellectual Property Rights
7.1. Any Intellectual Property Rights (being defined as the copyright in any written document supplied by the Company to the Client) in any materials supplied by the Company as part of the Services or on the Company's websites shall remain the property of the Company.
7.2. All the material supplied in the course of providing the Services is not guaranteed to be totally original and is therefore supplied subject to the rights of third parties. However, the Company shall use its reasonable endeavours to ensure that no third party rights are infringed in supplying the goods to the Client. The Company shall not be liable to any third party for breaches of their intellectual property rights.

8. General
8.1. The person signing this agreement personally warrants that:
8.1.1. He/she has the authority to do so on behalf of the Client and has the authority to bind the Client to such an agreement;
8.1.2. The Client is in good financial state and that there is no reason now or in the foreseeable future why the Client will not be able to meet its liabilities under this agreement;
8.1.3. The Client is able to enter into this agreement freely and without restrictions other than stated in this Contract.
8.2. The Contract (Rights of Third Parties) Act 1999 is excluded from the Contract by mutual agreement of the parties;
8.3. The Contract shall be interpreted in accordance with English Law and subject to the non-exclusive jurisdiction of the Courts of England and Wales.