GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY JAGGED HORIZONS LIMITED

1.    Interpretation

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


1.1    Definitions 

Commencement Date:     the date set out in the confirmation invoice issued by Jagged Horizons.

Customer:     the corporate legal entity or natural person acting while practising a profession or business who instructs Jagged Horizons to provide services in the field of corporate travel.

Detailed Programme    the document(s) accompanying these terms and conditions setting out the Customer’s booking and the Services that Jagged Horizons are providing as agent.

Fee(s):     the annual management fees and/or transaction fees and/or any other fees chargeable by Jagged Horizons under these terms and conditions. 

Jagged Horizons:     Jagged Horizons Limited of 10 Market Place, Devizes SN10 1HT, registered in England and Wales with company number 06456454.

Office Hours:    08:00 - 16:00 GMT

Quote:     the proposal from Jagged Horizons to the Customer to carry out or perform services for the Customer in accordance with the conditions described in the Quote.

Services:     the travel management services which Jagged Horizons provide to the Customer following acceptance of a Quote and as detailed in the confirmation invoice and Detailed Programme.

Traveller:     the natural person(s) to whom one or more services are provided based on the contract with and paid for by the Customer under these terms and conditions.

Travel Service Provider:     the provider of carriage by air, land, rail and/or sea, the provider of accommodation or any other provider of travel services, with which Customer enters into a contract to provide accommodation, transport or other services and which, subject to its applicable terms and conditions, is responsible for performing these services.

Working Day    Monday to Friday inclusive, excluding bank holidays.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these terms and conditions.

1.3    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5    Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7    A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8    A reference to writing or written includes fax and email.

2.    Applicability

2.1    These terms and conditions apply to each Quote provided by Jagged Horizons and/or to all Services booked by Jagged Horizons.

2.2    Subject to a notice period of 14 days, Jagged Horizons is entitled to amend these terms and conditions by making the amended terms and conditions available to the Customer on its website or by other means.

3.    Services

3.1    A binding contract between Jagged Horizons and the Customer for provision of the Services is created when a confirmation invoice is issued by Jagged Horizons.

3.2     Jagged Horizons may accept (and the Customer shall be bound by) any requests by any Customer employee, consultant, agent or other representative of the Customer, unless there is express written agreement not to do so.

3.3    Jagged Horizons will issue a new Quote in respect of each request for Services made by the Customer. If the Customer wishes to include additional Services a new Quote will be created.

3.4    Jagged Horizons will not be obliged to honour any Services if it is evident that the Quote or confirmation is based on an obvious error or mistake.

3.5    All Quotes are subject to change and no binding contract will be formed until a confirmation invoice has been issued by Jagged Horizons in accordance with clause 3.1.

3.6    Jagged Horizons is entitled to sub-contract with third parties for the performance, or part performance, of these terms and conditions.

3.7    The Services do not constitute a package under the Package Travel and Linked Travel Arrangements Regulations 2018. The Traveller does not have a claim against Jagged Horizons arising out of any rights related to package travel and each Travel Service Provider is solely responsible for the contractual performance of its own services. The Services fall within the General Business Travel Agreement Exemption by way of these terms and conditions. Where any services provided by Travel Services Providers contains flights neither the services or Services will be protected under the ATOL scheme.

3.8    Jagged Horizons acts as an agent only. Jagged Horizons sells various corporate travel related products and services on behalf of numerous providers and Travel Service Providers. Jagged Horizons’ obligation is to make travel bookings on the Customer’s behalf and to arrange relevant contracts between the Customer and such Travel Service Providers. Jagged Horizons has no responsibility for these services nor does Jagged Horizons make or give any warranty or representation regarding their standard. The Customer’s legal recourse is against the specific Travel Service Provider and not Jagged Horizons. If for any reason any Travel Service Provider is unable to provide the services for which the Customer has contracted the Customer’s remedy rests with the Travel Service Provider and not Jagged Horizons.

3.9    All bookings are made subject to the terms and conditions including conditions of carriage and limitations of liability imposed by the Travel Service Providers. Jagged Horizons are to be regarded as having all benefit of any limitation of the extent of or the conditions under which compensation is to be paid under these or any conventions in accordance with clause 11.10.

4.    Price

4.1    The Customer agrees to pay the Fees specified by Jagged Horizons.

4.2    The Fees payable will be as per the schedule of fees agreed.

4.3    Jagged Horizons may occasionally be paid a commission by Travel Service Providers in respect of any services booked on behalf of the Customer in addition to the Fee(s) payable by Customer. Any commission earned shall be retained by Jagged Horizons.

4.4    The price(s) of any travel services will apply as per the Quote and/or confirmations invoice issued by Jagged Horizons.  All prices will be based on the information provided by the Travel Service Providers and will be valid at the time the Quote is provided.

4.5    Jagged Horizons will arrange for payment to the Travel Service Provider on behalf of Customer. Jagged Horizons will charge the Customer for the amount paid or due to the Travel Service Provider and any and all third party charges and/or applicable Fees associated with the transaction.

4.6    In the event that the price of the travel arrangements increases after the confirmation invoice has been issued due to an increase in transport and accommodation costs as a result of taxes, levies, surcharges and/or exchange rate fluctuations, and these increases are passed on to Jagged Horizons by the Travel Service Providers, Jagged Horizons will be entitled to charge the Customer for the price changes.

4.7    VAT is not payable or applicable as the Services supplied are provided under the Tour Operators Margin     Scheme. If, however, any VAT, duties or taxes are found to be payable on any supplies by reference to or in     connection with this Agreement, the Customer remains liable to pay any such VAT, duty or tax.

4.8    Payments must be made by bank transfer to the bank detailed by Jagged Horizons and within the time frames specified in the Detailed Programme, unless otherwise agreed in writing in advance. In the event that Jagged Horizons has agreed that the Customer may make any payments using a corporate credit card, Jagged Horizons shall pass on all costs charged by third parties and associated with this transaction to the Customer.

4.9     Jagged Horizons may charge the Fee(s) for its services separately or add these Fee(s) to the price(s) of the travel services chosen in accordance with the Quote and/or confirmation invoice issued.

5.    Payment

5.1    The Customer guarantees that he/she/the company has the authority to accept and does accept these terms and conditions on behalf of any Travellers included as part of a booking.  The Customer guarantees that he/she/the company shall be responsible for any payments due to Jagged Horizons in accordance with the Services.

5.2    Payment must be made (unless otherwise agreed in writing) in either British Pounds Sterling (for the UK or non-Eurozone countries) or Euros (for Eurozone countries) and within the period stated in the Detailed Programme. If the Customer would like to pay in any other currency it must agree with Jagged Horizons in advance.

5.3    The Customer is not entitled to suspend or set-off payment under any circumstances.

5.4    If full payment is not made on time, the Customer shall be in default and will be liable to 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 will accrue at 4% per year above the Bank of England's base rate from time to time, but at 4% a year for any period when the base rate is below 0%.

5.5    If Customer is in default, Jagged Horizons may terminate and/or cancel all or part of the Services. In addition to any costs already charged by third parties including Travel Service Providers as a result of the termination and/or cancellation, the Customer will be liable to pay any Fee(s) due and payable to Jagged Horizons. Jagged Horizons will off set any amounts already paid against these costs.

5.6    Jagged Horizons reserves the right to request an advance payment, full payment in advance and/or security for performance of the payment obligations from the Customer. If the Customer cannot provide the required payment and/or security or if the Customer cannot reasonably be expected to meet its payment obligation(s) for the Services Jagged Horizons is entitled to terminate and/or cancel, in part or in whole, the Services without notice and in such circumstances Jagged Horizons shall not be liable to pay any compensation to the Customer and/or any Traveller. In the event of termination under this clause, the Customer agrees to indemnify Jagged Horizons for any loss or damage occasioned as a result of the termination and/or cancellation including but not limited to all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Jagged Horizons arising out of or in connection with the termination and/or cancellation of the Services.

5.7    In the event the Customer makes an application to suspend payments, enters into a voluntary arrangement with its creditors, bankruptcy or insolvency proceedings (or similar), all payment obligations by the Customer to Jagged Horizons for the Services become immediately due and payable.

5.8     Any decision to grant credit and/or vary the payment terms for provision of the terms and conditions shall be at the sole discretion of Jagged Horizons.

6.    Changes and/or cancellations by Customer

6.1    The Customer may make changes to the Services or services provided by the Travel Services Provider following confirmation, subject to availability  and, where applicable, subject to the terms of the Travel Service Provider.  In such circumstances the Customer agrees to pay the costs related to any requested changes, including any administration Fee(s) payable to Jagged Horizons in addition to any charges applied by the Travel Service Provider and/or any other third parties.  Any applicable charges will be notified to the Customer prior to confirming the changes and/or cancellation. The Customer agrees and acknowledges that there are some Services and services provided by the Travel Service Providers that cannot be changed or cancelled without being subject to full cancellation fees. The Customer should seek clarification on this before booking if in any doubt.

6.2    If the Customer cancels the services booked with a Travel Service Provider and/or any other third party supplier either in part or in whole, he/she/it must pay all related cancellation charges in addition to Jagged Horizons’ applicable Fee(s) including any third party costs incurred by Jagged Horizons which are non-refundable.
 
6.3    The Customer must cancel the Services or services provided by the Travel Services Provider by providing written notice of the cancellation in accordance with the Detailed Programme.  Any notice of termination received outside of Office Hours will be deemed to have been received on the following Working Day.

6.4    Any credit notes or refunds for Services or services provided by the Travel Services Provider will only be issued upon the return of the relevant documentation relating to the Service or service concerned within any stipulated time frames and subject, where applicable, to the Travel Service Provider’s terms and conditions. Failure to produce any relevant documentation may mean that any Service or service is not cancelled correctly and that payment will still be due.

7.    Changes and/or cancellation by the Travel Service Provider and/or third party provider

7.1    In the event that a Travel Service Provider and/or any other third party provider makes changes to the confirmed services Jagged Horizons will not be liable to the Customer.  The Customer will be advised of the options available to either accept the changes or make alternative arrangements subject to the payment of any additional Travel Service Provider and/or third party provider charges and Jagged Horizons’ applicable Fee(s) in facilitating the changes and/cancellation.

7.2    Jagged Horizons will review any available alternatives in an effort to replace any elements of the Services or services provided by the Travel Services Provider that have been cancelled, which shall at all times remain subject to availability.  Jagged Horizons accepts no liability if it is unable to source any suitable alternatives.  The Customer shall pay for any costs and/or charges associated with any change(s) agreed, including any Fee(s) due to Jagged Horizons in order to implement the relevant changes. Unless otherwise agreed, all other elements of the Services or services shall remain unchanged.

8.    Force majeure

8.1    ‘Force majeure’ refers to a failure to fulfil any obligation as a result of unforeseen circumstances beyond Jagged Horizons’ control which could not have been avoided despite all reasonable precautions.

8.2    ‘Force majeure’ includes, but is not limited to, fires, sabotage, government measures, computer, software and/or power failures, unusual and unforeseeable price increases, supplier failures, storm damage and/or other natural disasters, transport delays caused by technical defects, weather conditions, strikes, acts of war, riots, terrorism, blockades, pandemics, epidemics, quarantines, lockdown restrictions, missed connections, supplier overbookings, changes made by any Travel Service Provider or third party provider and/or cancellation by any Travel Service Provider or third party provider, that prevent Jagged Horizons from performing its obligations to the Customer.

8.3     Jagged Horizons shall not be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from Force Majeure. In such circumstances Jagged Horizons shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 1 week, Jagged Horizons may cancel and or terminate any Services with immediate effect.  In such circumstances, Jagged Horizons shall not be liable to pay any compensation to the Customer.

9.    Data Protection

    In order to protect Customer and Traveller data, Jagged Horizons maintains appropriate technical and organisational measures as set out in the Jagged Horizons Privacy Policy, available at www.jaggedhorizons.com/legal/privacy-policy/ The terms of the Jagged Horizons Privacy Policy form part of these terms and conditions.  All Services booked and provided in accordance with these terms and conditions (including any ancillary services such as booking platform access, traveller tracking and reporting) are instructions to process personal data in accordance with the Jagged Horizons Privacy Policy.

10.    Obligations of Customer and/or Traveller

10.1     The Customer will provide to Jagged Horizons all necessary information regarding itself and/or Travellers which is required to perform and/or or conclude the agreed Services in a timely manner.
If the Customer fails to provide the information required, Jagged Horizons shall be entitled to terminate the Services in whole or in part.  In such circumstances, Jagged Horizons shall not be liable to pay any compensation to the Customer and/or Traveller. The Customer shall be liable to pay for any costs and/or charges incurred by Jagged Horizons in the preparation and/or performance of the agreed Services.

10.2     The Customer shall ensure that the Traveller(s) is/are in the possession of the required travel documents, such as a valid passport, any visa required, proof of vaccinations etc., as well as up to date with any Foreign Commonwealth and Development Office advice, government advice on returning to the UK together with any necessary entry requirements for the destination country, upon departure and during the period of travel. Jagged Horizons shall not be liable to the Customer and/or Traveller(s) in the event that they are unable to travel as a result of not obtaining the correct documentation or taking the appropriate action required for travel.

10.3    The Customer shall ensure that the Traveller(s) is/are physically fit and healthy enough for the Services and services that it has purchased and advised the Traveller(s) to seek any appropriate medical consultation or approval if necessary. The Customer shall provide Jagged Horizons with full details of any existing medical or physical problems (including unusual height or weight) or disability that may apply to any Travellers which is likely to affect their ability to take part in some or any of the services, at the time of booking. If , in our or the Travel Services Provider’s opinion, any particular services or Services are not suitable we reserve the right to refuse to accept the booking or that Traveller may not be able to participate in certain services or activities, in which event we shall not be liable for any losses or compensation arising.

10.4    The Customer and Traveller(s) are obliged to comply with all the instructions and information provided by Jagged Horizons in order to facilitate proper performance of the Services and services provided by the Travel Service Providers (including, but not limited to, instructions regarding check-in times and transfer times).  Jagged Horizons shall not be liable in the event that the Customer and/or Traveller(s) are unable to avail themselves of the Services or services booked as a result of their failure to adhere to any instructions and/or information provided.

10.5     Jagged Horizons cannot accept any liability in the event that any Traveller(s) behaviour is disruptive and affects other travellers or third parties during the course of travel. In such circumstances, the Traveller may be prevented from travelling with any transport providers and may have any relevant accommodation arrangements cancelled without notice.  Any such action taken by the relevant third parties is beyond Jagged Horizons’ control.  In such circumstances, the Customer and/or Traveller(s) will be held responsible for any additional costs that they may have to pay as a result of their behaviour. In the event that the Traveller(s) is/are prevented from travelling because in the opinion of any person in authority they appear to be disruptive, Jagged Horizons will have no further liability to complete the Customer and/or Traveller(s) and will not be liable for any refund or compensation. When booking with Jagged Horizons, the Customer accepts responsibility for any damage or loss caused by the Traveller(s) or any member of the Traveller’s(s’) party. Full payment for any such damage or loss must be paid direct at the time to the airline, accommodation manager or other relevant supplier in question. If the Customer fails to do so, the Customer will be responsible for meeting any claims subsequently made against Jagged Horizons (together with our own and the other party’s full legal costs) as a result of the Traveller’s(s’) actions.

10.6     In the event of any issue or complaint while travelling, the Customer and Traveller(s) must limit any potential damage by reporting any complaints as soon as practicable to the relevant Travel Services Provider and follow the Complaints Procedure as set out in clause 14. 

11.    Liability of Jagged Horizons

11.1    These terms and conditions and the exclusions and/ or limitations of Jagged Horizons’ liability included in them are also for the benefit of the employees, servants, agents, subcontractors and intermediaries of Jagged Horizons.

11.2    Jagged Horizons will provide the Services with reasonable skill and care.

11.3    Jagged Horizons is not liable for the acts and/or omissions of any Travel Service Providers and/or any other third party providers in performing the services.

11.4     Jagged Horizons is not liable for the accuracy of the information provided by or on behalf of any Travel Service Providers and/or any other third party providers, including, but not limited to, photographs, brochures and other informational material.

11.5     Subject at all times to the Customer’s travel policy permitting online sharing economy booking platforms to be utilised, Jagged Horizons is not liable for any bookings made in respect of such services including, but not limited to, Airbnb, flipkey and Home Away.  In such circumstances, the contract with the Customer remains with the booking platform in question and Jagged Horizons continues to act as agent.  Jagged Horizons does not accept any liability in respect of any alleged health and safety, quality or accessibility deficiencies in the event of such allegations being raised against the third party providers and the Customer’s legal recourse shall remain with the booking platform in question.

11.6     Jagged Horizons is not liable for the Travel Service Provider’s insolvency.

11.7     Jagged Horizons is not liable for any failure to carry out the instruction due to Force Majeure in accordance with clause 8 of these terms and conditions.

11.8    Jagged Horizons is not liable for any damage covered by a health, accident, travel and/or cancellation insurance policy or any other insurance policy in place for the benefit of the Customer and/or Travellers. The Customer acknowledges and agrees that it is the Customer’s responsibility to have an insurance policy or policies in respect of any loss, claim, cost, damage or injury incurred as a result of any of the Services or  services under these terms and conditions.

11.9     Jagged Horizons’ liability is limited to any claims arising out of or in connection with Jagged Horizons’ direct negligence and/or breach of these terms and conditions.  In such circumstances, Jagged Horizons’ liability, except in cases of death, injury or illness, shall be limited to the cost of the services in question and any Fee(s) paid to Jagged Horizons.  For the avoidance of doubt, Jagged Horizons shall not be liable for any liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses the Customer and/or Traveller suffer in connection with practising their profession or operating their business.

11.10     In addition, Jagged Horizons’ liability will also be limited in accordance with and/or in an identical manner     to:
a)     the contractual terms of the Travel Service Providers’ that provide the services in accordance with the Services arranged; and
b)    Any relevant international convention, for example the Montreal Convention in respect of travel by air, the Athens Convention in respect of travel by sea, the Berne Convention in respect of travel by rail and the Paris Convention in respect of the provision of accommodation, which limit the amount of and conditions under which compensation can be claimed for death, injury, delay to passengers and loss, damage and delay to luggage.  Jagged Horizons are to be regarded as having all benefit of any limitation of the extent of or the conditions under which compensation is to be paid under these or any conventions.

12.    Indemnity by the Customer

12.1     The Customer shall indemnify Jagged Horizons for any loss or damage occasioned as a result of any claims by Traveller(s) and/or third parties arising out of and/or related to the Services or services including but not limited to all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Jagged Horizons.

12.2     The Customer will be jointly and severally liable for the Travellers’ obligations in accordance with these terms and conditions.

12.3    The Customer will indemnify Jagged Horizons if it allows any of the Travellers to travel purely for leisure purposes and Jagged Horizons inadvertently forms a package and/or for any other reason the Services fall within the Package Travel and Linked Travel Arrangement Regulations 2018.

13.    Confidentiality

Jagged Horizons and the Customer agree to treat as confidential any and all information obtained from each other which is known to be or can be assumed to be confidential, including information concerning each other’s organisation and the Services provided and/or Fee(s) charged by Jagged Horizons.

14.    Complaints Procedure

a)  Complaints regarding Services provided by Jagged Horizons 
14.1     Complaints about advice, information, any of the contracted Services provided by Jagged Horizons and/or about the handling of reservations must be submitted to Jagged Horizons in writing to the Head Office or by email at info@jaggedhorizons.com, stating reasons, within 28 days after the Customer and/or Traveller becomes aware of the facts to which the complaint relates.  Jagged Horizons will endeavour to acknowledge any complaints received as soon as possible and aim to provide a full response following investigation within 28 days. However, please be aware that it may not always be possible to provide a full response within this time frames and sometimes it may take a number of months to properly investigate depending on the circumstances and the nature of the complaint.

b) Complaints about the performance of travel service(s) 
14.2    The Customer must immediately report any complaints regarding the performance of services to the Travel Service Provider’s representative and must attempt to resolve the complaint, in the first instance, with the Travel Service Provider’s representative.

14.3    The Customer must give the Travel Service Provider the opportunity at all times to achieve an appropriate resolution of the complaint.

14.4     If the complaint cannot be resolved with the Travel Service Provider’s representative, the Customer must contact Jagged Horizons immediately. Jagged Horizons will use reasonable endeavours to assist in an effort to resolve the complaint satisfactorily, insofar as it has the ability to do this.  For the avoidance of doubt, any such attempts by Jagged Horizons to provide assistance does not give rise to any liability on the part of Jagged Horizons.

14.5     If the complaint cannot be resolved satisfactorily, it must be submitted to the Travel Service Provider or Jagged Horizons in writing, stating the reasons for the complaint in a concise fashion, as soon as possible, but in any event within 28 days of return. Insofar as the complaint relates to performance of the travel service, Jagged Horizons will refer the complaint to the relevant Travel Service Provider(s) for direct handling.

15.    Entire Agreement

15.1     These terms and conditions, together with the Detailed Programme and any relevant invoices constitute 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.

15.2     Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.

16.    Waiver

    In the event that Jagged Horizons should at any time expressly or by implication waive any of its rights contained herein such waiver shall not be deemed to prejudice in any way the enforcement of such rights by Jagged Horizons on any subsequent occasion.

17.    Severance

17. 1    If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.
17.2     If any provision or part-provision of these terms and conditions is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.     Variation

Jagged Horizons reserves the right to vary the terms of these terms and conditions at any time by notifying     the Customer in writing. The Customer may not vary these terms and conditions unless it has express     written permission from Jagged Horizons.

19.     VAT

    VAT will be charged where applicable at the rate in force on the date of supply.

20.    Third Party Rights

     These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

21.    Governing law and jurisdiction

     These terms and conditions shall be construed, and any dispute between the parties determined, under the laws of England and Wales.  Disputes shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

 

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