DEFINITIONS

Client: The individual or organisation who has contracted PL’s services by signing the Client Agreement and paying the Security Deposit.

Client Agreement: The agreement that mandates PL to research and draft a Project Proposal for the Client: as defined in clause 3.3 (Client Agreement)

Deposit: The sum paid by the Client to PL in conjunction with the Client Agreement and which has the meaning given to it in clause 3.4 (Deposit).

Facilitator: Any staff contracted by PL to deliver the Facilitator Services on a specific Project.

Fees: Has the meaning given to it in clause 5.2 (Fees).

Participant(s): Those taking part in the Project as set out in the Proposal.

Permanent Staff: All full-time and part-time employees of PL including administrative staff and directors.

PL: Project Latitude -  the operational trade name for Adventura Expeditions Sàrl (CHE-402.057.786), registered office Chemin de Champ de Brent 15, 1867, Ollon, Vaud, Switzerland.

Project: The services delivered to the Client by PL as stipulated in the Proposal.

Proposal: The agreement between PL and the Client which sets out the requirements of the Project.

Release: Has the meaning given to it in clause 10 (RISK).

Services: All services to be delivered by PL to the Client, including preparing the Proposals, drafting the Info Pack, planning and delivering the Project.

Term: The duration of the Contract, from the payment of the Security Deposit until completion of the Project as indicated on the Proposal.

Terms: These terms and conditions. These Terms set out the obligations of Project Latitude (PL), the Client, and Participants in the provision of the Services and execution of the Contract.

Variable Costs: Has the meaning given to it in clause 5.1 (Variable Costs).

1. PARTIES

1.1 Your contract is with Adventura Expeditions Sàrl (CHE-402.057.786), registered in Vaud, Switzerland and trading under the name Project Latitude. Adventura Expeditions Sàrl are hereinafter referred to as ‘PL’ or ‘we’ in respect of these Terms and Conditions, which apply to all of the Projects and Services in our brochures and on our website.

1.2 The Client or ‘you’ – The person whose details appear and who submits this contract form. You confirm that you have authority to sign on behalf of all other Participants within your group, for whom you will be responsible in accordance with these Terms and Conditions.

2. THE CONTRACT

2.1 The Contract comprises: a) These Terms and Conditions, b) The Client Agreement, c) the Proposal and d) any Extension Contract, all of which are hereby incorporated into and shall constitute the entire Contract made between PL and the Client. Where there is a discrepancy, these Terms and Conditions will prevail.

3. SUPPLY OF SERVICES

3.1 The Client wishes to engage PL for the creation and delivery of certain Services.  PL will meet with the Client, liaise with the Client and seek to fulfil the Client’s requirements regarding the planning and delivery of the Services. 

3.2  Consultation

a. The Client shall make themselves and (if possible) the Participants available for an initial meeting with a consultant from PL.  This meeting may take place in person or remotely via phone/ video conference. At this meeting the Client undertakes to provide full and complete information to enable PL to draw up an accurate Proposal, including details of any special needs or considerations.

b. PL will make no charge for its consultant’s time, but the Client will pay all travel costs and expenses of the consultant.

3.3 Client Agreement

a. By signing the Client Agreement, the Client formally instructs PL to prepare, draft and submit the Proposal.

b. The Client Agreement shall only come into effect upon payment of the Deposit.

c. By signing the Client Agreement, the Client acknowledges that he/she has read and accepts the Terms and that any subsequent services shall be entered into on those Terms. 

3.4 Deposit

a. In addition to signing the Client Agreement, the Client shall pay a Deposit. The obligations of PL to supply the services outlined in the Client Agreement shall be conditional on the receipt of the Deposit. This Deposit is independent from the Client’s obligation to pay the Fees.

b. PL shall hold the Deposit for the duration of the Term of the Contract. PL may, subject to these Terms, deduct the Deposit balance from the Invoice less any expenses the Client owes to PL. 

c. Should the Client choose to terminate involvement with PL prior to the end of the Term of the Contract, any reimbursement of the Deposit shall be determined in accordance with clause 8 (Cancellation).

3.5 Proposal

a. Following receipt of the Security Deposit, PL shall draft the Proposal. The Proposal shall be reviewed by the Client through an iterative and collaborative process.

b. The Proposal shall at the very minimum include the following information:

i. Contact information for PL and points of contacts for the Project.

ii. The start date, end date, project destination(s) and itinerary.

iii. The facilitator services, activities and objectives set out by the Client and the PL team during the Proposal phase.

iv. Means of transportation.

v. Details of accommodation standards and meal provisions.

vi. The cost of the Project, outlined in the Variable Costs and Fees.

vii. A payment schedule for the items listed in (vi).

viii. Where applicable, the minimum number of Participants required for a project to go ahead, the deadlines for application, and the process for reimbursement for Clients who have already reserved spaces.

c. Once signed by all parties, the Proposal shall constitute the formal agreement between PL and the Client to deliver the Project and Services.

d. PL shall plan and deliver the Services and Project in accordance with the Proposal. 

e. It may subsequently emerge that there are material inaccuracies in the Proposal, or circumstances may change such that parts of the Proposal are no longer feasible or safe at the start of the Project. In either case, this may necessitate changes to its provisions and to the Variable Costs and/ or Fees. The parties shall negotiate any such variations in good faith.  If the Parties cannot reach agreement within 30 days of the issue first having been raised, the Contract shall be automatically terminated in accordance with clause 8.2(d) (Cancellation by PL).

f. By signing the Proposal, the Client acknowledges that he/she:

i. has read and accepts the Terms, and that any subsequent Services shall be per those Terms

ii. has read and accepts the proposed itinerary and proposed activities put forward by PL.

iii. acknowledges that the proposed itinerary and proposed activities may be subject to change prior to and for the duration of the Project.

iv. has read and confirmed the number and names of the Participants.

v. acknowledges and accepts the Variable Costs estimate, the Fees estimate and agrees to pay the Invoice in accordance with clause 5 (COSTS, FEES AND INVOICE).

3.6 Signing

a. Following the submission of the Proposal by PL to the Client, PL strongly advises the Client to provide any feedback and sign it as soon as is practically possible. Delays at this stage may result in price variations in the Variable Costs and may result in Facilitators becoming unavailable.

b. Where the Client has provided PL with verbal or written notice that they wants to proceed with the Project but has not signed any or all of the Client Agreement or Proposal, then payment by the Client of the Deposit and/ or Fees shall constitute acceptance of these Terms and the terms of the Client Agreement and/or Proposal and the Client shall be bound accordingly.

4. FACILITATORS

4.1 Facilitator Recruitment

a. Where required, and following approval and Signature of the Proposal by the Client, PL shall appoint Facilitators to support the delivery of the Project. PL shall select individuals whose skills and experience PL considers most closely match the objectives set out in the Proposal. The selection and recruitment of Facilitators is at the sole discretion of PL.

b. Facilitators shall be assessed, interviewed and appointed on their ability to meet the provisions of the Proposal.

c. PL’s Facilitators are all screened and vetted prior to their first engagement with PL. Should the Client wish for additional screening and background checks to take place, this can be arranged. Any costs for additional screening shall be passed on to the Client. Background screening shall take place in the Facilitator’s normal country of residence.

5. COSTS, FEES AND INVOICE

5.1 Variable Costs

a. A calculation of the Variable Costs shall be included in the Proposal and outlines the expected expenses of the Project, including, but not limited to, transportation, food, accommodation, third-party services, permits, incidentals, etc. for all Clients, Participants, Facilitators and Permanent Staff.

b. PL shall not take any commission on the Variable Costs of the Project and all expenses shall be passed on to the Client ‘at-cost’.

c. In the event that the true Variable Costs of a Project are lower than indicated in the Proposal, PL shall offer to reimburse the full amount of the underspend to the Client. Reimbursement of any underspend is subject to the Client confirming in writing their desire to be reimbursed.

5.2 Fees

a. A calculation of the Fees shall be included in the Proposal and shall be comprised of:

i. Facilitator fees.

ii. Administration and planning fees.

iii. Facilitator and permanent staff expenses.

iv. Reimbursement of part or all of the Deposit.

v. Reimbursement for any days missed by a Participant or Participants (in accordance with section 9 of these Terms (Cancellation)).

5.3 Invoice

a. By signing the Proposal, the Client acknowledges that he/she has read and accepted and agrees to pay the estimated Variable Costs and Fees Invoice.

b. The Client shall pay the Invoice via bank transfer to the bank account set out in the Invoice.

c. PL shall issue the Invoice upon submission of the final Proposal. Unless otherwise specified, the Client shall settle the Invoice within 15 days of the Invoice being issued.

d. Without prejudice to the rights of PL under the Contract, if PL has not received payment of the Invoice within 15 days, PL shall notify the Client. If PL has not received payment of the Invoice within 7 days of this notice, PL shall consider this a voluntary cancellation by the Client in accordance with clause 8.1 (Cancellation by the Client).

e. Any delay in paying the Invoice may result in certain parts of the Proposal becoming unavailable or Facilitators becoming unavailable, so we advise making this payment as quickly as possible. 

6. TERM

6.1 Term of the Contract

a. The Term of the Contract shall extend from the Signature of the Client Agreement (and receipt of the Security Deposit) until the last day of the Project as stipulated in the Proposal or subsequent Extension Contracts.

6.2 Date changes and postponement

a. After signature of the Proposal, any request by the Client to change the Project’s start date to an earlier or later date shall be assessed by PL on a case-by-case basis. PL shall have full discretion in accommodating such a request and in the event that such a change cannot be made, the parties shall endeavour to resolve the matter in good faith.

b. If a postponement of the Project start date is agreed by all parties, PL shall be entitled to retain the Deposit and any monies paid until the end of the Project, in accordance with clause 3.4 (Deposit).

c. If the duration of the postponement exceeds 6 calendar months from the date of the Deposit being paid, and unless otherwise specified, PL shall consider this a voluntary Cancellation and shall be entitled to retain the Deposit in accordance with clause 8.1 (Cancellation by the Client).

d. Unless otherwise agreed, following signature of the Proposal, the Client shall no longer be entitled to postpone the Project. If the matter cannot be resolved in good faith, PL shall consider it a voluntary Cancellation in accordance with clauses 8.1 (Cancellation by the Client). Any subsequent Projects shall require the Client to sign a new Client Agreement and pay a new Deposit.

6.3 Extension of Services

a. Should the Client wish to extend the services, either through additional days and/ or additional services, to include Services that are not covered by the Proposal, the Client shall inform PL no less than 4 weeks prior to the start of the Project. 

b. Should the Client wish to extend the Services, the Client shall be required to sign an Extension Contract.

c. The Extension Contract shall describe the additional services requested and the additional costs associated with the extension of the Services.

d. The Extension Contract shall act as an addendum to the Proposal which shall remain in full effect until the completion of the Term.

e. In signing the Extension Contract, the Client agrees to pay any and all additional Variable Costs and Fees stipulated within the Extension contract.

7. PARTICIPANTS

7.1 Participants

a. The Client shall be responsible for ensuring all Participants adhere to these Terms for the duration of the Contract. If PL finds any Participant to be in material or persistent breach of these Terms, PL shall by extension consider the Client to be in breach of the Contract and reserves the right to terminate the Contract in accordance with clauses 8 (Cancellation). 

7.2 Minors

a. All Participants who are under the age of 18 years on the first day of the Project must be accompanied by a legal guardian or a person nominated by the legal guardian as a chaperone. The chaperone shall be considered a Participant in accordance with these Terms.

b. If requested to do so by PL, the chaperone shall provide PL with written confirmation of their nomination signed by a legal guardian.

c. The chaperone, and by extension the Client, shall be solely responsible in all respects for the welfare, behaviour, safeguarding of any Participants under the age of 18 years for the duration of the Project.

d. In exceptional circumstances, the legal guardian may nominate a member of the PL team as chaperone. To do so, the legal guardian must provide a written and signed statement declaring their consent to allow the minor to travel under the supervision of the Project Latitude team and provide copies of their passport.

7.3 Assignability

a. Should the Client or any of the Participants wish to transfer their place on a Project to another person, PL must be notified in writing no less than 30 days prior to the Project start date. 

b. The transfer of a place on the Project to another person within 30 days of the Project start date shall be at the discretion of PL.

c. Should PL be unable to accommodate such a transfer, the Client shall be entitled to a pro-rata reimbursement of Fees for the days missed by the Participant. Any reimbursement shall take place after the end of the Term of the Contract. The Client shall not be entitled to any reimbursement of Variable Costs associated with the delivery of the project.

8. CANCELLATION

8.1  Cancellation by the Client

a. If the Client terminates the Contract as a result of a material or persistent breach by PL of its obligations under clause 12.8 (Material Breach of the Contract), PL shall return the Security Deposit and/ or Invoice within 30 days, less any outstanding expenses. PL reserves the right to dispute this termination in accordance with clause 12.7 (Disputes).

b. If the Client requests to terminate the Contract before the conclusion of the Term and that there has been no material or persistent breach of the Contract by PL, as defined in clause 12.8 (Material Breach of the Contract), the request shall be considered a Voluntary Cancellation.

c. If the Client voluntarily cancels the Contract after paying the Deposit and before PL has submitted the first draft of the Proposal, PL shall be entitled to compensation. In that event, PL will refund the Client’s Security Deposit less a deduction of 50%.

d. If the Client voluntarily cancels the Contract after paying the Deposit and after PL has submitted the first draft of the Proposal, the Deposit shall be non-refundable.

e. If the Client voluntarily cancels the Contract after payment of the Invoice and before the start of the Project, PL shall be entitled to retain 100% of the Deposit. PL shall reimburse the full amount of all Fees paid, less a 20% deduction. PL shall, to the best of its ability, endeavour to reimburse monies paid out as Variable Costs, less a 20% deduction. PL cannot guarantee a full refund of the Variable Costs as the refund policy of certain third-party suppliers may not permit full refunds once initial purchase has been made.

f. If the Client chooses to cancel the Contract after the start of the Project, PL shall be entitled to retain 100% of the Deposit. The Client shall be entitled to a pro-rata refund of the Fees, with the exception of additional Facilitator fees which will be charged in full. Any additional fees incurred as a result of early termination shall be deducted from any refund paid to the Client. PL shall be entitled to retain 100% of the Variable Costs paid by the client. At PL’s sole discretion, any potential Variable Fees underspend at the time of cancellation may also be refunded to the Client.

g. If a Participant is unable to attend the Project, or is called away part way through the Project for a reason that is deemed by PL to be of a medical, welfare or compassionate nature, the Client shall be entitled to a pro-rata reimbursement of Fees for the days missed by that Participant. Any reimbursement shall be made at the end of the Term of the Contract. The Client shall not be entitled to any reimbursement of Variable Costs associated with the delivery of the project.

h. If a Participant elects not to attend the Project, elects to leave early or elects not to participate in the Project for any reasons other than those listed in clause 8.1(g) (Cancellation by the Client) above, the Client shall not be entitled to any reimbursement for the days missed by the Participant.

8.2  Cancellation by PL

a. PL reserves the right to cancel the Project. However, PL will normally not do so unless forced to do so by virtue of unforeseen circumstances such as flight cancellations, civil or political unrest or ‘force majeure’ or where minimum group numbers have not been reached, or other matters it could not foresee or prevent.

b. PL reserves the right to terminate the Contract immediately on written notice to the Client if, in PL’s reasonable opinion:

i. any Client or Participant’s behaviour towards a Facilitator, an employee of PL, or any member of the public is, abusive, violent, intimidating, threatening; or

ii. there is a breakdown of mutual trust and confidence between the Facilitator and the Client and/or between the Client and PL.

c. If PL terminates the Contract under clause 8.2(b) (Cancellation by PL) or clause 12.8 (Material Breach of the Contract), PL shall be entitled to retain 100% of the Deposit. The Client shall be entitled to a pro-rata refund of the Fees for the remaining days of the Project. PL shall, to the best of its ability,  endeavour to reimburse monies paid out as Variable Costs.  PL cannot guarantee a full refund of the Variable Costs as the refund policy of certain third-party suppliers may not permit full refunds once initial purchase has been made. PL will pay any potential refund within 30 days of the Cancellation.

d. If an unforeseen or uncontrollable change in circumstances such that parts of the Proposal are no longer feasible or safe at the start of the Project, and the Client chooses to terminate the Contract, PL shall offer to hold any monies paid by the Client as a credit towards a future project. Should the Client not wish for those monies to be held in credit, PL shall reimburse the client all monies already paid, less the Deposit and any expenses already incurred by PL in the planning of the Project.

e. If PL cancels a Project due to insolvency or bankruptcy, PL shall refund any monies paid to date and, where necessary, shall be liable for the costs of repatriating all Participants to their country of residence.

9. ADMINISTRATION

9.1 Travel, Visas and Local Law

a. The Client shall be responsible for securing and paying for travel arrangements for all Participants to and from the Project destination. Travel to/ from the Project destination is not included in the PL planning process and is not covered by the Variable Costs or Fees.

b. PL shall provide the Client with relevant information regarding Visas and permits. Where visas are required, the Client shall be responsible to secure these for all Participants in a timely manner ensuring that they are entitled to travel to the Project destination on the date specified in the Facilitator Agreement. The visa must be valid for the duration of the Contract Term.

c. The Client and all Participants shall at all times adhere to local laws and regulations.

9.2 Travel Advisories

a. PL follows Travel Advisories from the Swiss Federal Department of Foreign Affairs (FDFA) and the UK Foreign and Commonwealth Office (FCO).

b. If the FDFA or FCO warns “against all travel” to the region where the Project is due to take place, the Contract shall come to an end immediately and all parties shall take all steps necessary to repatriate. In such an event, the parties shall convene to discuss in good faith the most appropriate course of action.

9.3 Insurance

a. The Client and all Participants shall obtain appropriate insurance cover ahead of the project, notably health, travel, cancellation and repatriation insurances, valid for the duration of the Project and any potential extensions.

9.4 Participant Information Declaration

a. All Participants shall complete and sign a Participant Information Declaration. The Client shall be responsible for submitting Participant Information Declarations to PL no later than 7 days prior to the scheduled start of the Project. All information provided in the Participant Information Declaration shall be subject to PL’s Privacy Policy.

b. Failure to submit the Participant Information Declarations, or the provision of false or misleading information, may result in Participants not being able to take part in certain activities. Participation in the Project’s activities is at the sole discretion of PL, under the recommendation of the competent Facilitator or third-party provider. 

c. PL reserves the right at any time to require the Client to produce a doctor’s certificate certifying that a Participant is fit to participate in the activities planned as part of the Project.

d. Participants who are barred from participating in certain activities due to a failure to provide necessary information, or the provision of false or misleading information shall not be entitled to compensation. 

9.5 Nominee Client

a. The Nominee Client acts for the Client and PL will treat all instructions given by the Nominee Client as Client instructions. By signing the contractual documents, the Nominee Client acts on the authority of the Client and accordingly binds the Client to the terms and obligations set out in them. The Nominee Client shall not be liable under the Contract and notwithstanding the appointment of a Nominee Client nothing in these Terms shall operate to discharge the Client from his/her obligations or liabilities under the Contract.

b. Where a Nominee Client signs the contractual documents on behalf of the Client and is to act as the ongoing point of contact on behalf of the Client, then the Client shall procure that the Nominee Client will keep in frequent, open and regular contact with PL. Notwithstanding the foregoing, PL reserves the right to contact and liaise with the Client directly to the extent reasonably necessary to give effect to its rights and obligations under the Contract.

10. RISK

10.1 Release and Waiver of Liability, Assumption of Risk and Indemnity Agreement

a. In consideration of participating in the Project, the Client and all Participants represent that they understand the nature of the Project and that they are in good health and in proper physical condition to participate in all aspects of the Project. The Client and Participants acknowledge that if they believe event conditions are unsafe they will immediately discontinue participation in the Project.

b. The Client and Participants fully understand that the Project involve risk of serious illness or injury, which may be caused by their own actions or inactions, those of others Participants, the conditions in which the event takes place, or the negligence of the Releases named below; and that there may be other risks either not known or not readily foreseeable at this time and they fully accept and assume all such risks and all responsibility for losses, costs and damages they incur as a result of their participation in the Project.

c. The Client and all Participants covenant not to sue PL, its respective administrators, directors, agents, officers, volunteers and employees, other participants, any sponsors, advertisers, (each of whom is considered a Releases herein) hereby release, and discharge from all liability, claims, demands, losses or damages on their account caused or alleged to be caused in whole or in part by the negligence of the Releases or otherwise, including negligent rescue operations and they further agree that if, despite this release, waiver of liability and assumption of risk they, or anyone on their behalf, makes a claim against any of the Releases they will indemnify, save and hold harmless each of the Releases from any loss, liability, damage or cost, if any, which may incur as the result of such claim.

d. The Client has read this Release and Waiver of Liability, Assumption of Risk and Indemnity Agreement and understands that they have given up substantial rights by entering a Contract with PL, they have entered it freely and without any inducement or assurance of any nature and intend it to be a complete and unconditional release of all liability to the greatest extent allowed by law and agree that if any portion of this agreement is held to be invalid the balance, notwithstanding, shall continue in full force and effect.

e. Any claims not expressly set forth in clause 10.1(c) and resulting from non-execution or imperfect execution of the Contract shall be brought to the attention of PL no later than 14 days after the Project end date stipulated in the Proposal. All such claims shall be submitted for review and approval to Helvetia Assurances Suisse, St. Alban-Anlage 26, 4002 Basel, Switzerland.

11. NON-SOLICITATION

11.1 Non-Solicitation

a. Unless otherwise specified, the Client or any Participant shall not negotiate or enter into a contractual relationship with any Facilitator during the term of the Contract or for a period of 12 months thereafter.

12. GENERAL PROVISIONS

12.1 Communications

a. PL cannot effectively coordinate and deliver the Services without the prompt response to emails, texts, other electronic messages and phone calls. The Client must make themselves available to PL for the duration of the Term. Failure by the Client to provide a constructive response within 14 days shall entitle PL to terminate the Contract immediately on notice and consider the termination as a voluntary Cancellation by the Client in accordance with clauses 8.1 (Cancellation by the Client).

12.2 Confidentiality

a. Unless otherwise specified in writing, neither PL nor any of its agents including Facilitators shall disclose the identity of any Client or Participant, or information of a confidential nature relating to another party, unless:

i. Such information is required by third-party suppliers in the planning and delivery of the Project.

ii. such information is or becomes public knowledge other than by a breach of this Contract;

iii. such information is or becomes required by law, court order or any governmental or regulatory authority; or

iv. either PL or the Facilitator has a reasonable belief that the safety or welfare of the Permanent Staff, Facilitators, Client or Participant(s), is at risk.

b. For marketing purposes PL or its agents shall be allowed to publicise information and images recorded during Projects, so long as the identity of any Client or Participant(s) is not disclosed.

c. PL may from time to time wish to capture images, video and sound recordings to be used for marketing purposes. Images, videos or sound recordings of the Client, Participants or Facilitators shall not be published without explicit, written permission from the individual in question, their legal guardian, or their legal representative.

12.3 Force Majeure

a. No party shall be liable to the other for any delay or non-performance of its obligations under this Contract arising from any cause beyond its reasonable control (Force Majeure). If any party is delayed, prevented from and/or unable to perform any of its obligations under the Contract by reason of Force Majeure it must as soon as reasonably practicable notify the other parties and provide it with all information available to it regarding the cause of the Force Majeure and its anticipated duration and must keep the other Party regularly informed as to the anticipated duration of the Force Majeure. Should such Force Majeure circumstances persist for a period rendering the safe delivery of the Project impracticable, the parties shall convene to discuss in good faith the most appropriate course of action.

12.4 Limitation of Liability

a. The following provisions set out the entire liability of PL under this Contract (including any liability for the acts or omissions of employees, agents, Facilitators and subcontractors) to the Client and the Facilitator in respect of any breach of these Terms and any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract.

b. To the fullest extent permitted by applicable law, PL and its directors, officers, employees, Facilitators and agents shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with the delivery of the Services.

c. This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if PL has been advised of the possibility of such damages.

d. Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from the negligence of PL and its employees.

e. All warranties, conditions and other terms implied by statute or Swiss law are, to the fullest extent permitted by law, excluded from this Contract.

f. In no event shall the total liability of PL, whether in contract, warranty, tort (including negligence), or any other form of liability, exceed double the total amount paid by the Client for the specific Contract giving rise to the claim, except where otherwise required by law.

12.5 Waiver

a. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

12.6 Severability

a. If any provision of the Contract is found to be illegal or unenforceable, the remaining provisions shall continue in full force and effect.

12.7 Disputes

a. Should any party be dissatisfied for any reason with the performance of the Services or any other aspect of the Contract, or consider the other party to be in breach of the Contract, it shall first raise its concerns with the other Parties in writing, and each Party shall use its reasonable endeavours to resolve concerns to try to preserve the Contract.

b. In the event of any Dispute the parties shall try for a period of 30 days and in good faith, to resolve the dispute by agreement. The parties shall not commence any proceedings in respect of the Dispute during those 30 days.

c. With the agreement of all parties, a dispute may be referred to arbitration. If the parties concerned choose to refer the dispute to arbitration, the arbitration shall be before a single arbitrator under the Swiss Arbitration Centre’s Swiss Rules of International Arbitration from time to time in force. This Disputes clause incorporates the Rules except where they conflict with its terms.

d. The parties shall jointly nominate the arbitrator not later than 21 days after a request to do so by the other. If the parties are unable to agree on the nomination of the arbitrator the appointment shall be made by the Swiss Arbitration Centre Court. The proceedings shall be conducted in English. All documents submitted in the arbitration shall be in English or, if in another language, be accompanied by a certified English translation.

e. None of the parties may appeal to any court on a question of law arising out of an award made in the arbitration. The parties irrevocably waive any rights of appeal they might otherwise have had. The award shall be final and binding on the parties or anyone claiming through or under them and judgement rendered on the award may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the award and an order of enforcement as the case may be.

f. To the fullest extent permissible by law, the Contract and any dispute or claim whatsoever arising out of or in connection with its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with Swiss law, and, save where a Dispute is referred to arbitration, each party hereby submits to the exclusive jurisdiction of the Swiss courts. Court proceedings arising out of the Contract may be served by posting or couriering them to the parties’ addresses shown in the Client Agreement and/ or Facilitator Agreement.

12.8 Material Breach of the Contract

a. For the avoidance of doubt, and without limitation to the rights of the Parties, a breach of any these clauses is a material breach of the Contract:

i. Clause 3.4(a) Deposit

ii. Clause 5.1(b)(c) Variable Costs

iii. Clause 5.3(b)(c)(d) Invoice

iv. Clause 7.1(a) Participants

v. Clauses 9.1(a)(b)(c) Travel, Visas and Local Law

vi. Clause 11.1(a) Non-Solicitation

vii. Clause 12.1(a) Communication

viii. Clauses 12.2 (a)(b)(c) Confidentiality

12.9 Surviving Clauses

a. The following clause shall survive termination, suspension or expiry of this Contract and continue in full force and effect: 

i. Clause 11 (Non-Solicitation)

12.10 Amendments

a. Any amendment, waiver or variation of these Terms or the Contract shall not be binding on the parties unless set out in writing (which may include email), expressed to amend this Contract and signed by the parties concerned.

12.11 Notices

a. A notice served under this Contract shall be sent to the appropriate parties according to the contact details provided by them and shall be:

i. in writing in the English language;

ii. signed by or on behalf of the party giving it;

iii. sent for the attention of the appropriate party.

b. Such notices shall be:

i. sent by email; or

ii. sent by text (such as WeChat, Telegram or WhatsApp); or

iii. sent by commercial courier; or

iv. sent by pre-paid first-class post or recorded delivery; or

v. if the notice is to be served by post outside the country from which it is sent) sent by airmail requiring signature on delivery; or

vi. delivered personally.

12.12 Copyright

a. All Contract documents, particularly the Terms, Proposal, Client Agreement, Facilitator Agreement, remain the property of PL or its agents and cannot be used by any other party without prior written approval by PL.