Travel Management Agreement

Basis of Agreement

The trustee for LM Group trading as ‘Amalfi Coast Escapes’ ABN 54873830147 (Amalfi Coast Escapes) carries on the business of event and travel planning, management, booking and all associated services as described on our website https://amalficoastescapes.com/ (Website). Amalfi Coast Escapes has agreed to provide the Services to you (the Client, you or yours) and the Client has agreed to procure the Services from Amalfi Coast Escapes in accordance with the proposal sent to you by Amalfi Coast Escapes via email outlining the trip particulars and costs (Proposal), your written email approval of the Proposal (Booking), and the terms and conditions on the following pages (which together form this “agreement”). Amalfi Coast Escapes provides only land-based activities and services as outlined in the Proposal. The Client acknowledges that flights, airfare, and any other air travel arrangements are not included in the Fees unless otherwise specified by Amalfi Coast Escapes and must be arranged independently by the Client. Amalfi Coast Escapes assumes no responsibility or liability for any issues related to air travel, including but not limited to delays, cancellations, or missed connections.

You will be deemed to have accepted this agreement if you proceed with making a Booking with Amalfi Coast Escapes after receiving or becoming aware of these terms and conditions. By paying the deposit, you acknowledge and agree to be bound by the terms and conditions outlined in this agreement.

These terms were last updated on 16TH December, 2024.

TRAVEL MANAGEMENT AGREEMENT

Terms and Conditions

1.	HOW TO READ THIS AGREEMENT
	1.1	MEANING OF CAPITALISED WORDS AND PHRASES
		Capitalised words and phrases used in these terms and conditions have the meaning given:
		(a)	to that word or phrase in the Proposal;
		(b)	by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or
		(c)	in the definitions in clause 21 of this agreement.
	1.2	ORDER OF PRECEDENCE
		Unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and the Proposal, these terms and conditions will prevail to the extent of such inconsistency.
2.	PROPOSAL
	These terms will apply to all the Client’s dealings with Amalfi Coast Escapes, including being incorporated in all agreements, quotations or orders under which Amalfi Coast Escapes is to provide services to the Client (each a Proposal) together with any additional terms included in such Proposal (provided such additional terms are recorded in writing).
3.	ELIGIBILITY
	(a)	By making a Booking you represent and confirm that you have the legal capacity and are of sufficient age to enter into a binding contract with us.
	(b)	If you are making a Booking on behalf of another individual/s, company or organisation you warrant that you have the necessary authority from that individual/s, company or organisation to do so.
4.	ACCURACY OF INFORMATION
	(a)	Any brochures or information about travel products and services provided to you by Amalfi Coast Escapes are sourced from the relevant travel service providers. Amalfi Coast Escapes is not responsible for the accuracy or completeness of this material and accepts no liability if the information is inaccurate or incomplete.
	(b)	Amalfi Coast Escapes takes reasonable care to ensure the travel information provided to you is accurate; however, due to the dynamic nature of the travel industry, this information may change at any time without notice. You acknowledge and accept that Amalfi Coast Escapes provides this information in good faith.
	(c)	You are encouraged to evaluate the accuracy and completeness of any information, opinions, or advice provided. You are solely responsible for assessing the suitability of any travel products and services you purchase. Amalfi Coast Escapes is not liable for any inconvenience or expenses incurred due to the unsuitability of any travel arrangements.
5.	ORDERING AND PERFORMANCE OF SERVICES
	5.1	SERVICES
		(a)	Amalfi Coast Escapes will perform the Services in accordance with the Proposal.
		(b)	The Services may require Amalfi Coast Escapes to making Bookings for the Client, and as such the Client expressly authorises Amalfi Coast Escapes to make Bookings on the Client’s behalf and to arrange relevant contracts between the Client and third party companies that will help provide the Services, including but not limited to travel companies, restaurants, and hotels.
		(c)	The Client acknowledges that third party suppliers may change or withdraw their prices without notice prior to the Client purchasing the relevant goods and/or services from them.
		(d)	The Client acknowledges that Amalfi Coast Escapes may receive a commission from third party service providers for Booking their companies as part of the Services provided to the Client.
		(e)	The Client acknowledges and agrees that Amalfi Coast Escapes do not provide travel services and that the terms and conditions of third party service providers (including cancellation and no-refund policies) will apply to all Bookings the Client makes through us.
	5.2	CHANGES TO SCOPE
		(a)	The Client must pay a ‘change in scope fee’, in an amount reasonably determined by Amalfi Coast Escapes (Change Fee), for changes to Services requested by the Client which alter the scope set out in the relevant Proposal and require Amalfi Coast Escapes to perform additional work or incur additional costs (Changes).
		(b)	Unless otherwise agreed in writing, Amalfi Coast Escapes may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
		(c)	Amalfi Coast Escapes will only be required to perform Changes, if:
			(i)	Amalfi Coast Escapes agrees in writing to perform the Changes;
			(ii)	the Client confirms in writing that they wish for Amalfi Coast Escapes to proceed with the Changes and the relevant Change Fee; and
			(iii)	the Client pays the Change Fee, in accordance with clause 7 as if it was a Fee.
	5.3	EVENT DATES AND TIMES
		(a)	The Key Dates and / or Times set out in the Proposal in relation to the Services are indicative only and are included as a guide for when the Services are expected to be performed.
		(b)	The Key Dates and / or Times are based on event dates for when the Client aims to hold or attend its events (Event Date). Due to various reasons, the Event Date may need to be changed, including by bringing it forward or by delaying it.
		(c)	The Client acknowledges and agrees that:
			(i)	Amalfi Coast Escapes will endeavour to perform the Services by the Event Date however due to various reasons, the Event Date may need to be changed;
			(ii)	changes to the Event Date do not constitute a breach of this agreement if the change is a result of reasons beyond the control of Amalfi Coast Escapes or due to a delay by the Client; and
			(iii)	the Client will do all things as reasonably required to assist Amalfi Coast Escapes with ensuring the Services take place on the Event Date including by entering into agreements with relevant suppliers.
		(d)	If the Client requests to change the Event Date, the Client acknowledges and agrees that it may be required to pay an additional fee in accordance with clause 5.2 as a result of any changes required to alter the scope set out in the Proposal (including any changes to the delivery schedule, deadlines and fees) to accommodate that new Event Date.
		(e)	Amalfi Coast Escapes may, due to various reasons beyond its control, need to make reasonable adjustments to the Event Date or the Key Dates and / or Times. Amalfi Coast Escapes will notify the Client if more than a 24 hour variation is required.
	5.4	THIRD PARTY TERMS AND CONDITIONS
		(a)	The Client acknowledges and agrees that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to any part of the Services.
		(b)	Amalfi Coast Escapes will endeavour to notify the Client of Third Party Terms that apply to the Services, in which case:
			(i)	the Client must immediately notify Amalfi Coast Escapes if they do not agree to the Third Party Terms; and
			(ii)	if Amalfi Coast Escapes does not receive a notice in accordance with clause 5.4(b)(i), the Client will be taken to have accepted those Third Party Terms, and Amalfi Coast Escapes will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
		(c)	The Client acknowledges and agrees that if the Client does not agree to any Third Party Terms, this may affect Amalfi Coast Escapes’ ability to meet Key Dates and / or Times.
	5.5	MINIMUM NUMBER OF PARTICIPANTS
		The Fees specified in the Key Agreement Details are based on a minimum number of participants. In the event that the number of participants changes, the full cost of the trip remains payable by the Client as originally agreed. Any decrease in the number of participants will not reduce the total amount due, and no refunds or adjustments will be provided. The Client acknowledges that these fees are fixed and are not subject to adjustment based on participant numbers.
	5.6	CANCELLATIONS
		(a)	The Client must provide written notice to Amalfi Coast Escapes to cancel any aspect of the Services, including but not limited to, any venue, transport, or entertainment and are subject to the cancellation provisions as set out in clause 17.2.
		(b)	The Client acknowledges and agrees that a 50% non-refundable deposit is required to secure the booking, with the remaining 50% payable no later than 90 days prior to the arrival date and are subject to the cancellation provisions as set out in clause 17.2.
		(c)	Upon receiving written notice of cancellation, Amalfi Coast Escapes will take all reasonable steps to notify the relevant service providers and cancel in line with the Client’s instructions. However, the Client acknowledges that whether any aspect of the Services can be cancelled and/or refunded will be subject to the service providers’ discretion and policies as outlined in clauses 5.1(e) and 5.4.
	5.7	WEATHER RELATED CANCELLATIONS
		Amalfi Coast Escapes will make every reasonable effort to rebook the experience during the Client’s stay however if re-booking is not possible, Amalfi Coast Escapes will only provide a refund in the following circumstances:
		(a)	Boat Tours or Ferry Tickets: Refunds will be issued if rough seas make these experiences unsafe or impractical to proceed as scheduled.
		(b)	For all other experiences, including those affected by rain, the scheduled activities will proceed as planned, and no refunds will be provided. Amalfi Coast Escapes will make reasonable efforts to rebook affected experiences during the Client’s stay if possible. The Client acknowledges that rebooking options may be subject to availability and that weather conditions are beyond our control.
6.	DISCLAIMERS
	The Client acknowledges and agrees that:
	(a)	any information provided to the Client as part of or in connection with the Services is general in nature and may not be suitable for the Client’s circumstances;
	(b)	it is the Client’s responsibility to comply with applicable Laws relevant to the Client’s business, including industrial relations laws and privacy laws.
	Amalfi Coast Escapes strives to provide a safe and enjoyable experience for all Clients. However, the Client acknowledges that participation in the activities included in their itinerary involves inherent risks, including but not limited to personal injury, property damage, or loss. By accepting the itinerary, the Client agrees to assume all responsibility and liability for any risks associated with the activities, and acknowledges that Amalfi Coast Escapes is not liable for any injury, illness, loss, or damage arising from these risks. The Client is solely responsible for the safety of their personal belongings during the trip. Amalfi Coast Escapes will not be liable for any loss, theft, or damage to the Client’s personal property, including luggage, electronics, or valuables. It is recommended that the Client secure appropriate insurance to cover any such loss or damage during their travels. The Client acknowledges that they are responsible for ensuring they are in good health and have the necessary vaccinations or medical precautions for the destination. Amalfi Coast Escapes shall not be responsible for any health issues or medical emergencies that arise during the Client’s trip. The Client is encouraged to consult with a healthcare provider prior to travel to address any health-related concerns.
7.	CLIENT OBLIGATIONS
	7.1	PROVIDE INFORMATION
		The Client must provide Amalfi Coast Escapes with all documentation, information and assistance reasonably required by Amalfi Coast Escapes to perform the Services.
	7.2	COMPLIANCE WITH LAWS
		The Client agrees that it will not, by receiving or requesting the Services:
		(a)	breach any applicable Laws (including any applicable privacy laws); or
		(b)	infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
	7.3	TRAVEL INFORMATION
		(a)	Prior to making a Booking with Amalfi Coast Escapes (especially in the case of international travel), Amalfi Coast Escapes strongly encourage the Client to consult their country’s relevant government department or travel advisory agency to obtain information and advice about the destination the Client intends to travel to and assess the suitability of such a destination. For Australian travellers, this may include contacting the Department of Foreign Affairs and Trade (DFAT) or visiting their website and any relevant international or local authorities, as deemed necessary.
		(b)	The Client must inform Amalfi Coast Escapes at the time of Booking or prior if they have any special travel requirements, such as dietary preferences, mobility assistance, or seating requests.
	7.4	PASSPORT AND VISA
		(a)	The Client must have a valid passport with at least 6 months’ of validity remaining, and if applicable, a valid visa, or other travel permit, for international travel.
		(b)	The Client acknowledges and agrees that:
			(i)	it is solely the Client’s responsibility to ensure that the Client has a passport and/or visa that complies with any entry and exit requirements of the countries the Client intends to travel to;
			(ii)	the Client will advise Amalfi Coast Escapes at the time of Booking if the Client does not have a valid passport, visa or other travel permit for the destination the Client intends to travel to;
			(iii)	any information Amalfi Coast Escapes provide to the Client regarding passport and/or visa requirements are of general nature only and should not be relied upon as professional advice; and
			(iv)	Amalfi Coast Escapes will not be liable to the Client for any losses whatsoever that the Client incurs in connection with any issues with the Client’s passport and/or visa, including but not limited to fines, penalties, ticket cancellations or denial of entry into a country.
	7.5	INSURANCE
		(a)	The Client acknowledges that travel insurance is a mandatory element of some travel arrangements.
		(b)	It is solely the Client’s responsibility to obtain any insurance that will cover the Client’s travels.
		(c)	Amalfi Coast Escapes strongly encourage the Client to take out adequate travel insurance to cover the Client for any cancellations, medical and repatriation expenses, personal injury and accident, death and loss of personal baggage and money and personal liability.
		(d)	Amalfi Coast Escapes will not be held liable for any costs or losses incurred by the Client due to a lack of adequate insurance coverage. The Client confirms that they will arrange their own travel insurance and acknowledges that participation in the itinerary is contingent upon having this coverage in place.
	7.6	HEALTH AND FITNESS
		(a)	The Client acknowledges and agrees that:
			(i)	it is entirely the Client’s responsibility to meet any health requirements and recommendations associated with the Client’s travel destination;
			(ii)	the Client might be denied entry to some states or countries if the Client does not present certain health-related documentation (such as proof of vaccinations).
		(b)	The Client acknowledges that participation in certain activities and tours within the itinerary requires a minimum level of fitness and physical ability. By accepting this itinerary, the Client confirms that:
			(i)	They have independently assessed their own fitness and ability to participate in all listed activities, including but not limited to walking, climbing stairs, and navigating uneven or inclined terrain, such as in the Amalfi Coast region.
			(ii)	They are aware of and accept that some activities may involve physical exertion and that certain health and fitness levels are necessary for safe participation.
			(iii)	The Client has the necessary fitness level to fully engage in all selected activities without undue risk to themselves or others, including the ability to climb stairs and hills where required.
		(c)	Amalfi Coast Escapes will not be liable for any injury, illness, or discomfort arising from the Client’s participation in any activity or tour included in the itinerary. The Client voluntarily assumes all associated risks and releases Amalfi Coast Escapes from liability for any claims arising from participation in activities that exceed the Client’s physical capabilities.
		(d)	Amalfi Coast Escapes has not provided medical or fitness advice regarding the suitability of the activities listed in the itinerary and has relied on the Client’s self-assessment of their capabilities.
	7.7	TRAVEL DOCUMENTS
		(a)	Travel documents are issued by third party service providers to confirm the Client’s travel arrangements with them and entitle the Client to the service they contracted to provide to the Client. Such documents include, but are not limited to, the following: airline, coach or ship tickets, hotel vouchers, tour vouchers or any other document (whether in electronic form or otherwise) (Travel Documents).
		(b)	Travel Documents are subject to the third party service providers’ terms and conditions, such as change or cancellation fees and non-refund policies. It is the Client’s responsibility to check the terms and conditions applicable to Travel Documents.
		(c)	The Client acknowledges and agrees that:
			(i)	Travel Documents must be issued in the name of the passport or other identity documentation holder;
			(ii)	Travel Documents cannot be transferred to another person for use;
			(iii)	the Client must provide correct names and other Travel Document information (as requested by Amalfi Coast Escapes or a third party service provider) at the time of Booking, as otherwise the Client may be unable to use the Travel Documents or the Client’s Booking might be cancelled; and
			(iv)	the Client must review the Travel Documents upon receipt and notify Amalfi Coast Escapes immediately, if there are any errors in the destinations, names, dates or timing.
8.	FEES AND PAYMENT
	8.1	PRICING OF FEES
		(a)	The price of a service is that stated on the Proposal and you acknowledge and agree that:
			(i)	some aspects of the pricing are set by third party company’s and subject to availability, and changes based on factors such as currency fluctuations, fuel price variations, tax and other third party cost increases;
			(ii)	we may vary or withdraw a price at any time without prior notice to you;
			(iii)	prices quoted are based on the information which you submit to us, and we may vary the prices, if that information is incorrect; and
			(iv)	the price we quote to you is only guaranteed once you pay for a Booking in full and we confirm your Booking and the price in writing.
		(b)	In the event that we discover an error or inaccuracy in the price at which your order was purchased, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
		(c)	Travel service providers may apply their own cancellation and amendment fees for cancelled Bookings or change requests. Amalfi Coast Escapes may also apply fees for handling such requests based on the time and resources required. In some cases, total cancellation and amendment fees may be up to 100% of the Booking cost, even if travel has not commenced. Where possible, we will inform you of these fees before finalizing your Booking.
	8.2	FEES
		(a)	The Client must pay the Fees in the amounts, and on or before the Due Date(s), set out in the Proposal.
		(b)	To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth) any Fees paid in accordance with this agreement are non-refundable.
		(c)	If Fees for a Service are estimated or not set out in the Proposal, Amalfi Coast Escapes will issue the Client a quote setting out the relevant Fees as soon as they are known. Amalfi Coast Escapes will not book the Client into anything without the Client’s prior approval of these Fees.
		(d)	If there is no Due Date set out in the Proposal in relation to a Fee, that Fee must be paid at the time set out in the relevant invoice issued by Amalfi Coast Escapes.
		(e)	The Client must pay all charges related to any service booked by Amalfi Coast Escapes on behalf of the Client in their performance of the Services.
	8.3	DEPOSIT
		(a)	A 50% deposit is required to secure your Services with Amalfi Coast Escapes. Please note that deposits are non-refundable once paid.
		(b)	The balance of payment is due 90 days prior to the arrival date. If the booking is made less than 90 days prior to the arrival date, 100% of the payment is required at the time of booking, and all payments are non-refundable.
		(c)	Upon receipt of the deposit, we will proceed with confirming Bookings with our suppliers. In the event that we are unable to secure accommodation or services between the time of deposit payment and confirmation, we will offer an alternative option of equal value or suitable comparable quality.
		(d)	If we are unable to provide an alternative option, we will refund the deposit in full. Unless otherwise specified by Amalfi Coast Escapes at the time of the Booking process.
		(e)	Some villas and accommodation options require a cash security deposit to be paid by the Client upon arrival. This deposit will be used to cover any damages incurred during the stay or for in-villa services chosen by the Client. Unless otherwise specified in the Proposal, the security deposit will be returned at the time of checkout.
		(f)	All villas have unique terms and conditions, which will be outlined in the Proposal provided to the Client. The Client agrees to review and adhere to these terms as part of the booking process.
	8.4	INVOICES
		Amalfi Coast Escapes will issue a valid tax invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice.
	8.5	SUSPENSION OF SERVICES
		Amalfi Coast Escapes reserves the right to suspend all or part of the Services indefinitely where the Client fails to pay the Fees in accordance with clause 8.1.
	8.6	EXPENSES
		Unless otherwise agreed in writing:
		(a)	The Client will be responsible for any additional travel, accommodation, or related expenses reasonably incurred by Amalfi Coast Escapes in connection with managing or arranging the Client’s Booking;
		(b)	any third-party costs, including but not limited to supplier fees, cancellation charges, or changes requested by the Client, incurred by Amalfi Coast Escapes while arranging or managing the Booking will be billed to the Client unless specifically stated otherwise in the Proposal.
	8.7	GST
		Unless otherwise indicated, amounts stated in the Proposal do not include GST. In relation to any GST payable for a taxable supply by Amalfi Coast Escapes, the Client must pay the GST subject to Amalfi Coast Escapes providing a tax invoice.
	8.8	CARD SURCHARGES
		Amalfi Coast Escapes reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
	8.9	Late Payment
		(a)	If the Client does not pay any Fees by the relevant Due Date or by any date required by an invoice, Amalfi Coast Escapes reserves the right to charge a late fee of up to an additional 10% of the required Fees each week they remain outstanding.
		(b)	After not receiving payment within ten (10) days of the required Fees, Amalfi Coast Escapes may cancel the Services dependent on the hosting locations agreed upon terms.
9.	TRAVEL BANS AND AUTHORITY
	(a)	In certain circumstances, governments or international bodies may impose travel bans or restrictions on certain or all travellers to specific destinations. Amalfi Coast Escapes will not facilitate bookings for travel to countries or regions under such bans or restrictions. If a booking has already been made to a country or region where a travel ban or restriction is subsequently imposed, Amalfi Coast Escapes assumes no responsibility or liability for any loss suffered as a result of such restrictions
	(b)	In the event of an accident, disaster, or emergency reported in a country or region where you may be traveling, you authorise Amalfi Coast Escapes to share your travel itinerary (including transport and accommodation details) and your contact information with the relevant government authorities, including but not limited to the Australian Department of Foreign Affairs and Trade (DFAT) and any relevant international or local authorities, as deemed necessary.
10.	CONFIDENTIALITY & PRIVACY
	10.1	PRIVACY
		(a)	The parties must comply with:
			(i)	if applicable, their respective obligations under the Privacy Act 1988 (Cth); and
			(ii)	Amalfi Coast Escapes’ privacy policy as in force from time to time.
		(b)	Amalfi Coast Escapes will keep the Client informed of any changes to its privacy policy during the Term.
	10.2	CONFIDENTIAL INFORMATION
		The parties will not, during or at any time after the Term, disclose Confidential Information directly or indirectly to any third party, except:
		(a)	with the other party’s prior written consent;
		(b)	as required by Law; or
		(c)	to their Personnel on a need to know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).
	10.3	BREACH
		If either party becomes aware of a suspected or actual breach of clause 10.2 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 10.2.
	10.4	PERMITTED USE
		A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.
	10.5	RETURN
		On termination or expiration of this agreement, each party must immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.
	10.6	ADDITIONAL DISCLOSEES
		Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 9. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.
11.	INTELLECTUAL PROPERTY
	11.1	DEFINITIONS
		In this clause and the Proposal, the following terms have the following meanings in relation to Intellectual Property Rights:
		(a)	Existing Material means Material of either party, other than New Material;
		(b)	New Material means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement; and
		(c)	Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
	11.2	EXISTING MATERIAL
		(a)	Except to the extent otherwise stated in the Proposal or in this clause 11:
			(i)	each party retains ownership of the Intellectual Property Rights in its Existing Material; and
			(ii)	nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party.
		(b)	The Client grants to Amalfi Coast Escapes (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services.
		(c)	The Client warrants that Amalfi Coast Escapes’ use of the Client’s Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify Amalfi Coast Escapes from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
		(d)	Amalfi Coast Escapes grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent:
			(i)	such Existing Material is incorporated into the New Material; and
			(ii)	such use is reasonably required for the Client to enjoy the benefit of the Services.
	11.3	NEW MATERIAL
		Unless otherwise stated in the Proposal, Intellectual Property Rights in New Material are immediately assigned to and vest in Amalfi Coast Escapes as those rights are created.
	11.4	THIRD PARTY INTELLECTUAL PROPERTY
		Amalfi Coast Escapes warrants that:
		(a)	the provision of the Services to the Client; and
		(b)	the Client’s receipt and use of the Services for their intended purpose,
		will not infringe the Intellectual Property Rights of any third party.
12.	ACCREDITATIONS, PHOTOS & VIDEOS
	(a)	Unless otherwise agreed in writing, Amalfi Coast Escapes retains the right to describe the Services and reproduce, publish and display the Services in Amalfi Coast Escapes’ portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services in connection with such uses.
	(b)	Amalfi Coast Escapes may take photos and videos during the Services. The Client grants to Amalfi Coast Escapes a royalty free, non-exclusive, non-transferable, worldwide and irrevocable license to use this material for promotional, marketing and advertising purposes.
13.	SUBCONTRACTING
	Amalfi Coast Escapes may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.
14.	WARRANTIES
	(a)	To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
	(b)	Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
15.	LIABILITY
	(a)	(Liability) To the maximum extent permitted by applicable law, the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by the Client to the Amalfi Coast Escapes under the most recent Proposal.
	(b)	(Consequential loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Amalfi Coast Escapes, except:
		(i)	in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
		(ii)	to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
16.	IF THE PARTIES HAVE A DISPUTE
	(a)	If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
	(b)	The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
	(c)	The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
	(d)	If mediation does not resolve the issue, the parties must:
		(i)	if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
		(ii)	based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
	(e)	The parties will follow the binding outcome of arbitration (or other agreed mechanism).
	(f)	Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
	(g)	The process in this clause does not apply where a party requires an urgent injunction.
17.	TERMINATION
	17.1	TERMINATION BY AMALFI COAST ESCAPES
		Amalfi Coast Escapes reserves the right to cancel the Services in the event of unforeseen circumstances or circumstances beyond our control (such as natural disasters, political instability, or health-related emergencies). In such cases, we will offer the Client an alternative travel experience or a full refund of funds paid, minus any non-refundable costs and international transfer fees.
	17.2	TERMINATION BY THE CLIENT
		(a)	If the Client wishes to cancel the Services, written notice must be provided to Amalfi Coast Escapes. Cancellation fees will apply based on the timing of the cancellation:
			(i)	More than 90 days prior to departure: No refund will be provided for the deposit or any non-refundable costs, such as supplier fees and international transfer fees. Any remaining payments made beyond these amounts may be refunded at Amalfi Coast Escapes’ discretion, subject to service providers’ policies.
			(ii)	Less than 90 days prior to departure: No refund will be provided.
		(b)	The Customer acknowledges and agrees that the fees set out in clause 14.2 represent a genuine pre-estimate of our losses and damages in the event of termination prior to the Start Date.
		(c)	Upon receiving written notice of cancellation, Amalfi Coast Escapes will take all reasonable steps to notify the relevant service providers and cancel in line with the Client’s instructions. However, the Client acknowledges that whether any aspect of the Services can be cancelled and/or refunded will be subject to the service providers’ discretion and policies as outlined in clauses 5.1(e) and 5.4.
	17.3	TERMINATION FOR BREACH
		(a)	If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
		(b)	The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
		(c)	The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
		(d)	After the Rectification Period, the Notifying Party will:
			(i)	if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
			(ii)	if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
		(e)	Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.
		(f)	Any disputes regarding termination under this clause must be dealt with in accordance with clause 16. The indemnities, warranties and liability caps in clause 15 will apply to any disputes and resulting claims. Any pre-estimated losses in clause 17.1 will not limit or otherwise effect Amalfi Coast Escapes’ rights under this agreement, at law or otherwise in equity; Amalfi Coast Escapes’ losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.
	17.4	OTHER CONSEQUENCES FOR TERMINATION
		If this agreement ends, in addition to the specific consequences set out in clause 17.1 or 17.3 (as applicable), the parties will:
		(a)	return all property and Confidential Information to the other party;
		(b)	comply with all obligations that are by their nature intended to survive the end of this agreement; and
		(c)	stop using any materials that are no longer owned by, or licensed to, them when this agreement ends in accordance with clause 11.
18.	FORCE MAJEURE
	(a)	A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
		(i)	act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
		(ii)	strike or other industrial action;
		(iii)	war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
		(iv)	decision of a government authority in relation to COVID-19, or other epidemic or pandemic,
		to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
	(b)	If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
		(i)	reasonable details of the Force Majeure Event; and
		(ii)	so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
	(c)	Subject to compliance with clause 18(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
	(d)	The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.
19.	NOTICES
	(a)	Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Proposal and the email’s subject heading must refer to the name and date of this agreement.
	(b)	If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
	(c)	The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
20.	GENERAL
	20.1	GOVERNING LAW AND JURISDICTION
		This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
	20.2	BUSINESS DAYS
		If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.
	20.3	AMENDMENTS
		This agreement may only be amended in accordance with a written agreement between the parties.
	20.4	WAIVER
		No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
	20.5	SEVERANCE
		Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
	20.6	JOINT AND SEVERAL LIABILITY
		An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
	20.7	ASSIGNMENT
		A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
	20.8	COUNTERPARTS
		This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
	20.9	COSTS
		Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
	20.10	ENTIRE AGREEMENT
		This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
	20.11	INTERPRETATION
		(a)	(singular and plural) words in the singular includes the plural (and vice versa);
		(b)	(currency) a reference to $; or “Euro” is to European currency;
		(c)	(gender) words indicating a gender includes the corresponding words of any other gender;
		(d)	(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
		(e)	(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
		(f)	(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
		(g)	(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
		(h)	(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
		(i)	(headings) headings and words in bold type are for convenience only and do not affect interpretation;
		(j)	(includes) the word “includes” and similar words in any form is not a word of limitation; and
		(k)	(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
21.	DEFINITIONS
	In these terms and conditions, the following words and phrases have the following meaning:

Term	Meaning
Business Day	A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Queensland, Australia.
Confidential Information	Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
Fees	The fees set out in the Proposal.
Intellectual Property Rights	All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Key Dates / Times	Any Key Dates and / or Times as set out in the Proposal.
Key Persons	The persons identified in the Proposal as the persons who Amalfi Coast Escapes intends to provide to perform the Services.
Laws	Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.
Material	Has the meaning given in clause 11.1.
Personnel	Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Services	The services to be provided by Amalfi Coast Escapes to the Client in accordance with the Proposal.
Term	Means from when the Client accepts the Services with the Proposal to when the Services are provided.