Terms and Conditions of Service

Please note that our Terms and Conditions were updated on 05/10/2022 and that the latest version on our website will apply to all bookings taken from 05/10/2022

Note you will not get a full refund if you cancel. See clause 6.2.

1. WHO ARE WE?

1.1 We are Sam Sykes Ltd, incorporated and registered in England and Wales with company number 07108632 with its registered offices at Mintsfeet Industrial Estate, Mintsfeet Road, Kendal, Cumbria, LA9 6LU (“we” or “us”).

1.2 “You” are the school/ customer entering into a contract with us to provide an expedition to a group of participants.

2. OUR CONTRACT WITH YOU AND CONFIRMATION OF BOOKING

2.1 Your order for an expedition, whether given over the telephone, by email or in any other form (Order) is an offer by you to purchase the expedition in accordance with these terms and conditions. When we send you an Invoice a legally binding contract comes into existence between you and us. Your booking and the expedition dates are confirmed only once the 25% Deposit is paid. The Deposit is not refundable save as set out in 5.4 .

2.2 Any descriptive matter or advertising we issue about our services and expeditions and any related descriptions or illustrations on our website or in our brochures are provided only to give an approximate idea of the expeditions that we run and do not form part of the contract between you and us. Each expedition is put together to take account of specific customer needs including timings, award achievement requirements and group size.

2.3 These terms and conditions apply to the contract between you and us and exclude any other terms you may seek to incorporate, or which are implied by our previous dealings, law or trade custom.

3. EXPEDITIONS

3.1 We shall run the expedition materially in accordance with the details of the expedition (including group size, locations and expeditions dates) as set out in the Deposit Invoice (Expedition Details).

3.2 We may make changes to the Expedition Details if we need to in order to comply with applicable law or a regulatory requirement, or if the amendment will not materially affect the nature, quality or timing of the expedition. We will tell you if this becomes necessary.

3.3 We warrant to you that we: i) will manage and run the expedition using reasonable care and skill; ii) will, in delivering the expedition use only instructors with appropriate qualifications and experience; and iii) will have in place all licences, permissions and approvals to allow us to run the expedition.

3.4 We reserve the right to remove from the expedition any Participant who in our reasonable judgment: behaves inappropriately; fails or refuses to follow our instructions; is, because of their health (including mental health) or fitness, not able to participate safely in the expedition; or, puts, or is likely to put, the health and safety of our staff, themselves or other Participants at risk. We will not issue any refund in such circumstances.

4. YOUR OBLIGATIONS

4.1 You shall:

(a) make sure that the Expedition Details are complete and accurate;

(b) co-operate with us in all matters and provide any information we need from you relating to the expedition;

(d) obtain and maintain any permissions required for Participants who will be under the age of 18 on the Expedition Start Date; and

(e) keep any equipment and other property provided by us safe and at its own risk, in good condition until you return it and not use that equipment for anything other than the expedition; and

(f) ensure that each Participant completes a consent form with appropriate details.

4.2 If our performance of any of our obligations under the contract between you and us is prevented or delayed by any of your acts or omissions, or your failure to do what you have agreed to do in the contract between us then:

(a) we shall not be liable for any costs or losses sustained or incurred by you and/ or any Participant arising directly or as a result; and

(b) you shall reimburse us when we ask you in writing to do so for any costs or losses we sustain directly or indirectly as a result.

5. CHARGES AND PAYMENT

5.1 The Charges for the expedition are as set out in the relevant Invoice.

5.2 We will invoice you for the Deposit to confirm the booking of the Expedition (Deposit Invoice).

5.3 We may issue an invoice for the balance of the Charges (Balance Invoice) either with the Deposit Invoice or at any time thereafter. You shall pay the Balance Invoice not later than (2) months before the Expedition Start Date or, in the case of more complex expeditions, at an earlier date that we specify.

5.4 We calculate our Charges based on our expectation of the likely costs to us of providing the expedition to you. In many cases we make this calculation a significant time in advance of the date of the expedition and this can be impacted by material cost increases. Therefore, in the event that at any time between our issue of the Deposit Invoice and the date that is 2 months before the Expedition Start Date CPI exceeds 10% then we reserve the right to either: (a) increase the amount of our Balance Invoice; or (b) where we have already issued you with a Balance Invoice, we may issue you with a revised Balance Invoice, in each case in such additional amount as, in our discretion we believe to be required in the circumstances. In the event that we undertake either (a) or (b) above then you have the option to either: (i) pay the Balance Invoice or revised Balance Invoice to us in full in accordance with these Terms and Conditions OR (ii) notify us within 7 days of receipt of the Balance Invoice/ revised Balance Invoice that you no longer wish to proceed with the expedition. If you give us such notice, then the expedition will be cancelled and we will refund to you any Charges you have paid us at the point you gave notice but we will have no further liability to you or to any Participant (whether for any costs or otherwise howsoever).

5.5 Subject to 5.4 you shall pay each invoice submitted by us in full and in cleared funds to a bank account nominated in writing by us and time for payment shall be of the essence in the contract between you and us.

5.6 Charges do not include VAT and you shall pay us the additional amount for VAT along with the Charges.

5.7 Subject to 5.4 if you fail to make a payment due to us under the contract between you and us by the due date, then, without limiting our other rights and remedies: i) you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and we may recover all costs, losses, liabilities, fees and expenses (including legal and other professional costs and expenses) suffered, incurred or agreed to be paid by it in recovering the unpaid amount from you or otherwise as a result of your failure to make payment in accordance with this contract.

5.8 You shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. CHANGES AND CANCELLATIONS

6.1 We understand that you may wish to change the number of Participants in an expedition in the time between payment of the Deposit and the Expedition Start Date. If you tell us there is a change in the number of Participants, we will use reasonable endeavours to accommodate such changes, to provide you with updated Charges promptly and we will make appropriate adjustments to the Balance Invoice, or if the Balance Invoice has been paid, issue a credit note or further invoice to reflect any changes. You acknowledge that the Charges are calculated based on a number of factors including the nature of the expedition, number and make up of Participants in each expedition (including designated numbers of groups and designated number of Participants in each group). As such, changes in the number of Participants may result in different per Participant Charges.

6.2 We organise our business and incur costs based on expedition bookings for the year ahead, with many expeditions being booked well in advance. Therefore, subject to 5.4, if you want to cancel the booking after you have paid the Balance Invoice (including any revised Balance Invoice) , you will be entitled only to a limited refund as follows:

Date upon which cancellation in writing received by us and % of Charges refunded

After the date for payment of the Balance Invoice (as set out in clause 5.3.) - 0% of charges refunded.
Between the date for payment of the Balance Invoice and 4 calendar months prior to the Expedition Start Date (if longer) - 25% of charges refunded.
More than 4 months and less than 6 months prior to the Expedition Start Date - 50% of charges refunded.
More than 6 months prior to the Expedition Start Date - 75% of charges refunded.

6.3 Save in the event of Force Majeure in which case clause 10.1 shall apply, if we cancel an expedition because we cannot resource the expedition, we will give you as much notice as possible and a full refund.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All intellectual property rights in or arising out of or in connection with the expedition (other than intellectual property rights in any materials provided by you) are owned by us or our licensors.

7.2 We shall grant to you or procure the grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy materials we provide for the purpose of planning and facilitating the participation in the expedition by the Participants. You shall not sub-license, assign or otherwise transfer these rights.

8. LIMITATION OF LIABILITY

8.1 We have obtained insurance cover in respect to our liability under to the contract between you and us. Business interruption insurance is not available to us. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange.

8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the contract between you and us including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

8.4 Nothing in the contract between us limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

8.5 Subject to clause 8.4 above, our total liability to you under the contract between us and you shall not exceed the Charges paid or owing by you to us under the contract between us.

8.6 Subject to clause 8.4 above, we shall not be liable to you for loss of profits, loss of sales or business, loss of agreements or contracts, loss of agreements or contracts, loss of anticipated savings, loss of data or information, loss of or damage to goodwill or indirect or consequential losses.

8.7 We have given commitments on the high quality of our expeditions in clause 3. In view of these commitments, any terms implied by law concerning quality are excluded from the contract between you and us to the fullest extent legally permitted.

8.8 This clause 8 shall survive termination of the contract between you and us.

9. TERMINATION

9.1 Without prejudice to any other right or remedy available to it, We may terminate the contract between you and us with immediate effect by giving written notice to you if you fail to pay when it is due any amount under the contract between you and us and do not make that payment within ten (10) Business Days of us asking you to do so.

9.2 Without prejudice to any other right or remedy, either party may terminate the contract between us with immediate effect by giving written notice to the other if the other party commits a material breach of any term of the contract between you and us and (if such a breach is remediable) fails to remedy that breach within fourteen (14) Business Days of being notified in writing to do so.

9.3 On termination of the contract between you and us:

(a) you shall immediately pay to us all of our outstanding unpaid invoices and any interest accrued on them;

(b) you shall return any equipment we have provided you with. If you fail to do so, then we may enter your premises and take possession of it.

9.4 Termination of the contract between you and us shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination.

9.5 Any provision of the contract between you and us that expressly or by implication is intended to come into or continue in force on or after termination of the contract between you and us shall remain in full force and effect.

10. GENERAL

10.1 Force majeure.

(a) Provided we tell you as soon as reasonably practicable after the start of an event of Force Majeure that it has happened and what its likely effect on our performance of our obligations in the contract between you and us will be, then we will not be in breach of contract or otherwise liable for any failure or delay in the performance of such obligations if such delay or failure results from an event of Force Majeure; and

(b) we will use reasonable endeavours to mitigate the effect of any Force Majeure Event on the performance of our obligations.

(c) we take expeditions out in all weathers but very occasionally have to cancel an expedition where we consider that weather would put the health and safety of Participants at risk. In such circumstances, we will tell you as soon as reasonably practicable, which is likely to be within days of the Expedition Start Date at which point we have already incurred almost all of our costs associated with running the expedition. Notwithstanding the provisions of clauses (a) and (b) above, if we cancel the expedition for this reason, we will use reasonable endeavours to rearrange the expedition with you at a 50% discount. In other circumstances where an expedition has to be cancelled by us due to a Force Majeure Event, we will act reasonably in considering whether to rearrange the expedition at a reduced rate and/ or (at our option) any refund taking into account the cancellation provisions at clause 6.2 and costs incurred at the date of the Force Majeure Event.

10.2 General

(a) Assignment. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner between you and us with any or all of its rights and obligations under the contract. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the contract without our prior written consent.

(b) Confidentiality. Each party undertakes that 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, except that each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the contract between you and us. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the contract.

(c) Entire Agreement. The contract between you and us constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the contract. Nothing in this clause limits party’s liability for fraud.

(d) Variation. Except as set out in these terms and conditions, no variation of the contract between you and us shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

(e) Waiver. A waiver of any right or remedy under the contract between you and us 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 right or remedy provided under the contract between you and us 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 between you and us or by law shall prevent or restrict the further exercise of that or any other right or remedy.

(f) Severance. If any provision or part-provision of the contract between you and us 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 (f) shall not affect the validity and enforceability of the rest of the contract.

(g) Notices. Any notice given to a party under or in connection with the contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address used for communications between the parties. Any notice shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and if sent by or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (g), 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 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

(h) Third party rights. The contract between you and us does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms..

(i) Governing law. The contract between you and us 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.

(j) Jurisdiction. 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 between you and us or its subject matter or formation.

11. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in these terms and conditions.

11.1 Definitions:

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

Charges - the charges payable by you for the expedition set out in the Deposit Invoice, the Balance Invoice and as may be varied in accordance with clause 6.1

CPI - the official Consumer Prices Index published monthly by the UK Office For National Statistics

Deposit - twenty five percent (25%) of the Charges.

Expedition Dates - the dates on which the expedition will take place as set out in the Deposit Invoice.

Expedition Start Date - the start date of the expedition set out in the Expedition Details.

Force Majeure - means any circumstance not within our reasonable control including:

(a) acts of God, flood, drought, excessively hot or cold weather, gale force winds, storms, earthquake or other natural disasters and extreme weather conditions;

(b) epidemic or pandemic (including Covid-19);

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation travel bans, government requests, imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence (save where the failure to do so is attributable for the party seeking to rely on clause 10.1);

(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on clause 10.1); and

(i) interruption or failure of utility service.

Participants - the participants in an expedition as notified by you to us in writing.

11.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.