TOUR PARTNER GROUP LIMITED

SUPPLIER TERMS & CONDITIONS

1. SUPPLIER’S OBLIGATIONS
1.1 The Supplier agrees to provide the Services (being the transport, accommodation, excursions, meals, facilities and services as agreed with the Operator to be provided by or on behalf of the Supplier) to the Operator pursuant to this Agreement.

1.2 The Supplier certifies that the Services conform to all applicable planning, licensing and other requirements as may be imposed on the Supplier and/or the Services by national, local or other laws or regulations. The Supplier certifies that the Services comply and will at all times comply during the validity of this Agreement with all applicable laws, regulations and codes of practice, including without limitation to those relating to hygiene, fire and the general safety and security of those using the Services.

1.3 The Supplier warrants and represents that it has, and undertakes that it shall at all times during this Agreement maintain a comprehensive insurance policy or policies in an appropriate sum to cover all risks relating to or arising out of the performance of this Agreement and the provision of the Services which are normally covered by insurance in the country in which the Supplier operates.

1.4 The Supplier shall permit Operator’s representatives to inspect the Services at any reasonable time on request. For the avoidance of doubt, this may include any premises or vehicles in which the services are carried out and/or any insurance policies.

1.5 In the event the Operator receives any complaint concerning the Services, and particularly in the event of a personal injury sustained, the Supplier will, at the request of the Operator and promptly at the Supplier’s cost, give all assistance requested by the Operator including but not limited to, providing documents, providing detailed written statements from relevant employees, sub-contractors or agents and holding any employee, sub-contractor or agent available to give evidence.

1.6 The Supplier shall indemnify the Operator against all liabilities, costs, expenses, damages and losses (including legal costs) suffered or incurred by Operator arising out of or in connection with the Supplier’s breach or negligent performance or non-performance of this Agreement; and any claim made against the Operator by a third party (including, without limitation, any claim made by a Operator for death, personal injury or damage to property) arising out of or in connection with the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Supplier, its employees, agents or subcontractors. This indemnity shall survive termination (for any reason) or expiry of this Agreement.

2. CHANGES TO CONTRACTED SERVICES
2.1 The Supplier will notify the Operator in writing of any alteration, suspension, deficiency, failure or other change of any nature whatsoever in respect of any part of the Services, whether temporary or otherwise, within 48 hours of the problem occurring whether or not it is continuing. The Supplier undertakes to take all reasonable steps to remedy the problem immediately and restore the Services to those originally contracted, and shall be solely responsible for bearing the full amount of any costs incurred in doing so.

2.2 If any confirmed booking cannot be honoured, the Supplier will notify the Operator immediately and comply with the Operator’s requests and instructions concerning alternative services. Unless otherwise advised by the Operator, the Supplier must, at its own cost, locate replacement services of at least equal standards with similar services, facilities and location (any additional costs must be borne by the Supplier).

2.3 If the alternative services are not deemed acceptable by the Operator, the Operator shall be entitled to cancel the confirmed booking without any liability and rely on the indemnity at clause 1.6.

3. CHARGES
3.1 In consideration for the provision of the Services, the Operator shall pay the Supplier the charges as agreed between the parties.

3.2 The Operator shall be entitled to release the Services or any part of them by notice in writing to the Supplier without incurring any penalty, charge or liability whatsoever providing the Operator does so on or before any release date(s) applicable to the Services in question as agreed between the parties in writing.

4. TERMINATION
4.1 Either party shall be entitled at any time to terminate this Agreement without penalty on the happening of any of the following events:

(a) with immediate effect on the party not in breach giving the other written notice after the other has breached this Agreement and failed to remedy the said breach (if capable of remedy) within 14 days of being required to do so in writing by the party not in default; or

(b) on Operator giving the Supplier 28 days’ notice of termination of this Agreement in writing with effect from the expiry of the said notice; or

(c) with immediate effect on the party not affected giving the other written notice of termination of this Agreement in the event of the other party becoming insolvent or being unable or unwilling to pay any of its valid debts as they fall due or suspending or ceasing or threatening to suspend or cease to carry on its business (other than for the purpose of reconstruction, reorganisation or amalgamation without insolvency).

5. FORCE MAJEURE
5.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, where it is possible to do so, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the affected party is or anticipates that it will be prevented from performing any obligation under this agreement for a reason set out in this clause, then it should notify the other party immediately. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate this agreement by giving written notice to the affected party, effective immediately.

6. DATA PROTECTION
6.1 For the purposes of this clause 6, the following words shall have the following meanings unless the context otherwise requires:

(a) “Applicable Laws” means all applicable laws, statutes, regulations from time to time in force;

(b) “Data Protection Legislation” means the UK Data Protection Legislation, the GDPR and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data, including, without limitation, the privacy of electronic communication;

(c) “UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679): the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

6.2 The parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

6.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Operator is the controller and the Supplier is the processor. Annex 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

6.4 Without prejudice to the generality of Clause 6.2, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:

(a) process that personal data only in accordance with Appendix 1 and/or on the documented written instructions of the Operator unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, the Supplier shall promptly notify Operator of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Operator;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Operator has been obtained and the following conditions are fulfilled:

i. The Operator or the Supplier has provided appropriate safeguards (pursuant to obligations under Data Protection Legislation) in relation to the transfer;

ii. the data subject has enforceable rights and effective legal remedies;

iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

iv. the Supplier complies with reasonable instructions notified to it in advance by the Operator with respect to the processing of the personal data;

(e) assist the Operator in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Operator without undue delay on becoming aware of a personal data breach;

(g) notify the Operator if the Supplier receives any request, complaint, or communication relating to either parties obligations under Data Protection Legislation

(h) notify the Operator if the Supplier receives any communication from a regulatory authority in connection with personal data processed under this agreement

(i) at the written direction of the Operator, delete or return personal data and copies thereof to the Operator on termination of the agreement unless required by Applicable Law to store the personal data; and

(j) maintain complete and accurate records and information to demonstrate its compliance with this Clause 6 and allow for audits by the Operator or the Operator’s designated auditor and immediately inform the Operator if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

6.5 The Operator consents to the Supplier appointing third party processors of personal data under this Agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 6 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Operator and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this. As between Operator and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this Clause 6.

7. ENTIRE AGREEMENT
These Terms and Conditions (along with any other additional document supplied by the Operator) represents the entire agreement between the parties relating to the supply of services and supersedes all prior agreements, arrangements and understanding relating to the services.

8. LAW & JURISDICTION
8.1 Where the Operator is Hotels and More Limited this Agreement shall be construed, and any dispute between parties determined, under the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

8.2 Where the Operator is Irish Welcome Tours Limited this Agreement shall be construed, and any dispute between parties determined, under the laws of Ireland. Disputes shall be subject to the exclusive jurisdiction of the Courts of Ireland.

8.3 Where the Operator is Experience Scotland Conference and Incentives Ltd this Agreement shall be construed, and any dispute between parties determined, under the laws of Scotland. Disputes shall be subject to the exclusive jurisdiction of the Courts of Scotland.

ANNEX 1 Description of Processing

The processing of personal data is as follows:

–  Operator is a wholesale supplier of travel arrangements to other travel companies and tour operators.

–  The Supplier is a supplier of accommodation, transport, excursions and other such services (as applicable).

Data subjects. The personal data concern the following categories of data subjects: Clients of the Operator

Purposes of the processing. The processing is necessary for the following purposes: For the delivery of the holiday to clients of the Operator (provision (where applicable) of accommodation, food, excursions, transport etc.)

Categories of data. The personal data processed fall within the following categories of data (please specify):

– Name of clients of the Operator.

Sensitive data (if appropriate). The personal data processed fall within the following categories of sensitive data (please specify): n/a

Instructions with regards to the processing of personal data:. The Supplier shall process the Personal Data only in accordance with the instructions of Operator.