Supplier Terms

This Master Services Agreement (“Agreement”) is entered into between:

Here Now Adventures Ltd

Registered in England and Wales (Company No. 17063766)

Highfield Hawcross, Redmarley, Gloucestershire, GL19 3JQ, United Kingdom

(“Here Now Adventures”, “HNA”, or “the Platform”)

and

the supplier accepting this Agreement through the Platform, whose legal name, registered address, and company registration number are as recorded against its supplier account on the Platform at the time of acceptance ("the Supplier").

The details recorded against the Supplier's account form part of this Agreement. The Supplier confirms that those details are accurate and shall notify Here Now Adventures of any change.

1. Definitions  

In this Agreement, the following terms shall have the meanings set out below:

• “Adventure” means an adventure experience offered by the Supplier to customers via the Platform, as defined in an Adventure Schedule.

• “Adventure Schedule” means a schedule to this Agreement setting out the details, commercial model, and operational requirements for a specific Adventure.

• “Booking” means a confirmed reservation made by a Customer for an Adventure through the Platform.

• “Customer” means any person who books an Adventure through the Platform.

• “Departure” means a specific scheduled date on which an Adventure is offered to Customers.

• “Platform” means the Here Now Adventures website at http://www.herenowadventures.com  and any associated booking systems.

• “PTR 2018” means the Package Travel and Linked Travel Arrangements Regulations 2018 (as amended).

2. Purpose of Agreement

The purpose of this Agreement is to establish the terms under which the Supplier may offer Adventures to Customers via the Here Now Adventures platform.

The Supplier shall provide and operate Adventures, while Here Now Adventures shall act as a booking agent facilitating reservations and payments.

3. Relationship of the Parties  

Here Now Adventures acts solely as a booking agent in respect of Adventures listed on the Platform.

The Supplier is the organiser and provider of the Adventure and is solely responsible for the delivery, operation, safety, and conduct of the Adventure.

The Supplier acknowledges and agrees that:

• the Supplier is the “organiser” within the meaning of PTR 2018 (or equivalent local law for non-UK suppliers) in respect of each Adventure it offers through the Platform;

• the Supplier accepts all organiser obligations under PTR 2018, including the duty to perform the Adventure, provide assistance to Customers, and maintain insolvency protection where applicable;

• the Supplier shall remain solely and fully responsible for the performance of all organiser obligations under this Agreement, whether such obligations are performed directly or through any subcontractor, agent, or other third-party provider.

The acts and omissions of any such subcontractor, agent, or third-party provider shall be deemed to be the acts and omissions of the Supplier.

The Supplier shall be solely responsible for managing its relationships with its subcontractors and service providers. Nothing in this Agreement shall create any contractual relationship, agency, or partnership between Here Now Adventures and any such third party, and Here Now Adventures shall have no liability whatsoever in respect of their acts or omissions;

• Here Now Adventures has no organiser liability and its role is limited to facilitating Bookings;

• the Supplier will not, by act or omission, cause Here Now Adventures to be treated as an organiser under PTR 2018.

Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

4. Non-Circumvention  

The Supplier shall not solicit, encourage, or accept direct bookings from Customers who were introduced via the Platform, for a period of 24 months after the Customer’s last Booking through the Platform.

If the Supplier receives a direct enquiry from a Customer who was introduced via the Platform, the Supplier shall redirect that Customer to the Platform for booking.

In the event of a breach of this clause, the Supplier shall pay to Here Now Adventures commission on the diverted booking as if it had been made through the Platform, calculated in accordance with the applicable Adventure Schedule.

Here Now Adventures reserves the right to audit compliance with this clause on reasonable notice. The Supplier shall cooperate with any reasonable audit request.

5. Adventure Schedules

Each Adventure offered via the Platform will be defined through a separate Adventure Schedule.

Each Adventure Schedule forms part of this Agreement.

An Adventure Schedule may specify: the details of the Adventure, the commercial model, pricing or wholesale rates, operational requirements, cancellation terms, and payment timing.

Multiple Adventure Schedules may exist under this Agreement.

6. Integrity of Adventure Offering

The Supplier agrees that the Adventure delivered to Customers shall be materially consistent with the Adventure described in the relevant Adventure Schedule and marketing materials published on the Platform.

The Supplier may not make material changes to an Adventure without prior written notice to Here Now Adventures. Material changes include, but are not limited to:

• significant changes to itinerary or duration

• changes to difficulty level or safety conditions

• removal of key inclusions

• substitution of core activities

Where changes are necessary for safety or operational reasons, the Supplier shall notify Here Now Adventures as soon as reasonably practicable.

7. Departures

Each Adventure may have one or more scheduled Departures offered to Customers through the Platform.

Departures are operational listings managed through the Platform and do not constitute separate agreements.

All Departures are governed by this Agreement and the relevant Adventure Schedule.

8. Marketing and Promotion  

The Supplier grants Here Now Adventures a non-exclusive licence to use photographs, descriptions, and other materials relating to the Adventure for marketing purposes.

Here Now Adventures may edit, rename, or reword marketing descriptions of an Adventure in order to improve clarity or promote sales, provided that the Adventure is not materially misrepresented. This includes the right to publish the Adventure under a different name from that used by the Supplier.

Here Now Adventures is not obligated to display the Supplier’s brand name, website, or contact details within marketing materials.

The Supplier agrees that photographs, videos, or other media captured during Adventures may be used by Here Now Adventures for promotional purposes, provided that such use complies with applicable privacy and consent requirements.

The Supplier warrants that all materials provided to Here Now Adventures are owned by or properly licensed to the Supplier and do not infringe any third-party intellectual property rights. The Supplier shall indemnify Here Now Adventures against any claims arising from a breach of this warranty.

9. Supplier Responsibilities

The Supplier agrees that it shall:

• operate Adventures in a safe, professional, and lawful manner

• comply with all applicable laws and regulations in the jurisdiction in which the Adventure takes place

• ensure all guides, staff, and subcontractors are suitably qualified

• maintain equipment and facilities appropriate for the activity

• provide accurate information about Adventures to HNA

• notify HNA promptly of any material changes to an Adventure

The Supplier remains fully responsible for the operation and delivery of the Adventure.

10. Safety and Compliance

The Supplier shall ensure that all Adventures are conducted in accordance with recognised safety standards for the activity.

The Supplier shall carry out appropriate risk assessments and ensure that all participants are properly briefed and supervised.

Any safety requirements specific to an Adventure may be further defined in the relevant Adventure Schedule.

11. Insurance  

The Supplier shall maintain public liability insurance appropriate for the activity and jurisdiction in which the Adventure takes place, at a level of cover acceptable to Here Now Adventures. The Supplier shall declare the amount and currency of its public liability cover to Here Now Adventures during onboarding. Here Now Adventures shall confirm whether the declared cover is acceptable, and the Supplier shall maintain at least the level of cover so accepted for the duration of this Agreement. No Adventure operated by the Supplier shall be made bookable on the Platform until the Supplier's public liability cover has been accepted by Here Now Adventures.

The Supplier shall:

• provide evidence of its public liability cover to Here Now Adventures on request, and provide a certificate of insurance before any Adventure operated by the Supplier is first made bookable on the Platform, and annually thereafter

• notify Here Now Adventures immediately of any material change to, lapse of, or cancellation of its insurance coverage

• use reasonable efforts to procure that Here Now Adventures is noted on the policy as an interested party

Failure to maintain adequate insurance coverage (both public liability and insolvency/financial failure) may result in suspension or termination of this Agreement.

12. Pricing and Commercial Model

The commercial model for each Adventure shall be defined in the relevant Adventure Schedule.

Under the wholesale model, the Supplier provides a wholesale price for the Adventure and Here Now Adventures may determine the retail price offered to Customers.

Here Now Adventures may adjust pricing, promotional messaging, and presentation of the Adventure for marketing purposes, provided that the Adventure is not materially misrepresented.

13. Bookings and Payments

Here Now Adventures will collect payments from Customers via the Platform.

Payments to the Supplier will be made in accordance with the payment terms specified in the relevant Adventure Schedule, which may include pre-departure payment milestones. All Supplier payments will be made from funds received from Customers in respect of the relevant booking.

14. Customer Refunds and Adjustments  

Where a Customer booking requires a refund, credit, or adjustment in accordance with the applicable cancellation policy or due to circumstances affecting the delivery of the Adventure, Here Now Adventures may issue such refund or adjustment to the Customer.

Where such refund relates to amounts attributable to the Supplier, the Supplier agrees that the corresponding amount shall be deducted from payments due to the Supplier or reimbursed to Here Now Adventures if already paid. Such deductions shall not exceed the wholesale price attributable to the relevant Booking.

Here Now Adventures shall notify the Supplier before making any deduction from payments due. The Supplier shall have 14 days from the date of notification to dispute the deduction in writing. If the Supplier disputes the deduction, the parties shall use reasonable efforts to resolve the dispute promptly.

Here Now Adventures may issue refunds or credits in good faith where reasonably necessary to resolve Customer disputes or operational issues.

The Supplier agrees to cooperate reasonably with Here Now Adventures in resolving Customer refund requests and operational issues relating to the Adventure.

15. Cancellation Policy

The Supplier must maintain a clear and documented cancellation policy for each Adventure.

Cancellation terms applicable to Customers shall be defined within the relevant Adventure Schedule.

Here Now Adventures may communicate these terms to Customers through the Platform.

16. Supplier Cancellation of Adventures  

The Supplier shall use reasonable efforts to operate all scheduled Departures offered through the Platform.

If the Supplier cancels a Departure for operational reasons, the Supplier shall notify Here Now Adventures as soon as possible.

Where a Departure is cancelled by the Supplier after Bookings have been confirmed, the Supplier agrees to cooperate with Here Now Adventures in arranging an alternative Departure or issuing appropriate refunds to Customers in accordance with the applicable Adventure Schedule.

Where the cancellation is within the Supplier’s reasonable control, the Supplier shall bear the direct costs of Customer refunds attributable to the cancelled Departure.

Repeated or unjustified cancellations may result in suspension or termination of this Agreement.

17. Customer Communication

Here Now Adventures will normally act as the primary interface for Customer Bookings and communications prior to the Adventure.

The Supplier shall cooperate with Here Now Adventures in resolving Customer enquiries or complaints relating to the Adventure.

18. Indemnity  

The Supplier shall indemnify and hold harmless Here Now Adventures, its directors, officers, employees, and agents against all claims, losses, damages, costs (including reasonable legal costs), and expenses arising from or in connection with:

• any claim by a Customer or third party arising from the Supplier’s operation or delivery of an Adventure

• any breach by the Supplier of this Agreement

• any breach by the Supplier of applicable law, including (without limitation) health and safety legislation, consumer protection law, and the Supplier’s organiser obligations under PTR 2018

• any regulatory fines, penalties, or enforcement action attributable to the Supplier’s acts or omissions

• any claim arising from the Supplier’s infringement of third-party intellectual property rights

This indemnity shall survive termination of this Agreement.

19. Liability  

The Supplier is solely responsible for the safe operation and delivery of the Adventure and for the conduct of its staff, guides, subcontractors, and agents.

Here Now Adventures acts solely as a booking agent and shall not be liable for the operational delivery of Adventures provided by the Supplier.

Here Now Adventures’ aggregate liability to the Supplier under or in connection with this Agreement shall not exceed the total commission retained by Here Now Adventures in respect of the relevant Adventure in the 12 months preceding the claim.

Nothing in this Agreement excludes or limits either party’s liability for: death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

20. Force Majeure  

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay arises from circumstances beyond the reasonable control of that party (“Force Majeure Event”).

Force Majeure Events include, but are not limited to: pandemic or epidemic, natural disaster, severe weather, volcanic activity, war or threat of war, terrorism, civil unrest, government action or travel restrictions, strikes or industrial action (not involving the affected party’s employees), and failure of essential infrastructure.

The affected party shall:

• notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration

• use reasonable efforts to mitigate the effects of the Force Majeure Event

• resume performance of its obligations as soon as reasonably practicable after the Force Majeure Event ceases

If a Force Majeure Event continues for a period of more than 90 days, either party may terminate this Agreement by giving written notice to the other party.

Existing Bookings affected by a Force Majeure Event shall be handled in accordance with the cancellation and refund provisions of this Agreement and the applicable Adventure Schedule.

21. Data Protection  

In performing their obligations under this Agreement, both parties will process personal data relating to Customers. The parties acknowledge that they are independent controllers in respect of such personal data and that this Agreement does not create a controller-processor relationship.

Each party shall:

• comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and (for Suppliers operating outside the United Kingdom) equivalent local data protection laws including (where applicable) the Protection of Personal Information Act 2013 (POPIA) in South Africa

• process Customer personal data only for the purposes of performing its obligations under this Agreement

• maintain appropriate technical and organisational security measures to protect personal data

• notify the other party without undue delay upon becoming aware of any personal data breach affecting Customer data shared under this Agreement

Here Now Adventures will share Customer personal data (such as names, contact details, and participant information) with the Supplier to the extent necessary to fulfil Bookings. The Supplier shall not use Customer personal data for any purpose other than the delivery of the Adventure, and shall not contact Customers for marketing purposes without their explicit consent.

On termination of this Agreement, the Supplier shall delete or return all Customer personal data received from Here Now Adventures, unless retention is required by law.

22. Confidentiality  

Each party agrees to keep confidential all information of a confidential nature received from the other party in connection with this Agreement (“Confidential Information”).

Confidential Information includes, but is not limited to: wholesale prices, commission rates, booking volumes, Customer data, platform analytics, commercial terms, and any information marked as confidential or that would reasonably be understood to be confidential.

Neither party shall disclose Confidential Information to any third party without the prior written consent of the other party, except:

• to its employees, professional advisers, or service providers who need to know the information for the purposes of this Agreement, provided they are bound by equivalent confidentiality obligations

• where disclosure is required by law, regulation, or order of a court or regulatory authority

• where the information is already in the public domain through no fault of the receiving party

• where the information was already known to the receiving party before disclosure

This obligation shall survive termination of this Agreement for a period of 3 years.

23. Anti-Bribery and Modern Slavery  

Each party warrants that it shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.

Each party warrants that it shall comply with the Modern Slavery Act 2015 and shall not engage in, facilitate, or condone any form of modern slavery, human trafficking, or forced labour in connection with this Agreement or its business operations.

A breach of this clause shall be deemed a material breach of this Agreement and shall entitle the other party to terminate immediately.

24. Term and Termination  

24.1 Term

This Agreement shall commence on the date of execution and shall remain in force until terminated in accordance with this clause.

24.2 Termination for Convenience

Either party may terminate this Agreement by giving not less than 90 days’ written notice to the other party.

24.3 Termination for Cause

Either party may terminate this Agreement immediately by giving written notice to the other party if:

• the other party commits a material breach of this Agreement and (where the breach is capable of remedy) fails to remedy the breach within 14 days of receiving written notice specifying the breach and requiring it to be remedied;

• the other party becomes insolvent, enters administration, liquidation, or any analogous process under the laws of its jurisdiction;

• the other party ceases or threatens to cease carrying on its business;

• the Supplier loses any licence, accreditation, or insurance coverage required to operate Adventures.

24.4 Consequences of Termination

On termination of this Agreement:

• all existing Bookings confirmed prior to the date of termination shall be fulfilled by the Supplier in accordance with this Agreement and the applicable Adventure Schedule

• Here Now Adventures shall process any outstanding Supplier payments for Adventures that have been delivered in accordance with the agreed payment terms

• each party shall return or destroy all Confidential Information belonging to the other party

• the Supplier shall delete or return all Customer personal data received from Here Now Adventures, unless retention is required by law

• the Supplier shall cease using any Here Now Adventures branding or marketing materials

24.5 Survival

The following clauses shall survive termination of this Agreement: clause 1 (Definitions), clause 18 (Indemnity), clause 19 (Liability), clause 21 (Data Protection), clause 22 (Confidentiality), clause 23 (Anti-Bribery and Modern Slavery), clause 25 (Dispute Resolution), and clause 27 (Governing Law).

25. Dispute Resolution  

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation between senior representatives of each party.

If the dispute is not resolved within 30 days of the first written notice of the dispute, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR’s mediation procedures.

If the dispute is not resolved through mediation within 60 days of the mediator’s appointment, either party may commence proceedings in the courts of England and Wales in accordance with clause 27.

26. Notices  

Any notice required or permitted under this Agreement shall be in writing and shall be delivered by email or by recorded delivery post to the addresses specified in this Agreement (or such other address as may be notified in writing by one party to the other).

Notices shall be deemed to have been received:

• if sent by email, at the time of transmission (provided no bounce-back or delivery failure notification is received)

• if sent by recorded delivery post, on the second business day after posting

Each party shall notify the other promptly of any change to its address for notices.

27. Governing Law and Jurisdiction 

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

28. General  

28.1 Entire Agreement

This Agreement, together with any Adventure Schedules, constitutes the entire agreement between the parties in relation to Adventures offered through the Platform and supersedes any prior agreements or understandings relating to such Adventures.

28.2 Assignment

The Supplier may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Here Now Adventures. Here Now Adventures may assign this Agreement to any successor entity or affiliate without the Supplier’s consent.

28.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

28.4 Waiver

The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

28.5 Third Party Rights

No person other than the parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Acceptance 

This Agreement is accepted electronically by the Supplier through the Here Now Adventures platform. By confirming acceptance, the Supplier agrees to be bound by the terms of this Agreement. 

Here Now Adventures records the identity of the person accepting on behalf of the Supplier, the version of this Agreement accepted, and the date and time of acceptance. This electronic record constitutes evidence of the Supplier's acceptance of this Agreement. 

The Supplier confirms that the person accepting this Agreement is authorised to do so on behalf of the Supplier.