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Terms and Conditions
1. These terms
1.1 These terms apply to all services provided by Tour Operator Growth (“we”, “us”) to the client named in the engagement letter (“you”).
1.2 The engagement letter and these terms together form the agreement. Where they conflict, the engagement letter takes precedence.
1.3 No other terms apply, including any terms you seek to impose through a purchase order or your own standard conditions.
2. Services
2.1 We provide consultancy services to tour operators across demand generation, sales, operations, bookkeeping and business sale preparation.
2.2 The services to be provided are set out in the engagement letter. Anything not listed there is outside scope.
2.3 We provide advice, systems design and implementation support. We do not operate your business, and responsibility for decisions taken remains with you.
2.4 We are not accountants, solicitors, tax advisers, brokers or corporate finance advisers, and nothing we provide is accounting, legal, tax, investment or regulatory advice. Where you need such advice you should take it from an appropriately qualified adviser.
3. The diagnostic
3.1 The diagnostic is a fixed-fee review of your business across demand generation, sales, operations, bookkeeping and business sale preparation.
3.2 The fee is £3,500. 50% is payable on commencement and 50% on delivery of the report.
3.3 The diagnostic takes approximately one month from the date we receive the access and information we reasonably require.
3.4 The deliverable is a written report and a sequenced roadmap, together with a walkthrough call.
3.5 The diagnostic fee is not credited against any retainer.
3.6 The diagnostic is not a condition of retainer work, and retainer work is not a condition of the diagnostic.
4. Retainers
4.1 Retainer work is provided for a fixed initial term of six months.
4.2 The term is fully committed. Neither party may terminate during the term except under clause 11.
4.3 The retainer fee is set out in the engagement letter and is payable monthly in advance.
4.4 All fees are charged as a flat retainer. Where the engagement includes managing advertising, the fee is not calculated as a percentage of advertising spend.
4.5 At the end of the term, we may offer a further six-month term. If a further term is not agreed in writing, the engagement ends on the last day of the current term.
4.6 There is no rolling monthly arrangement.
5. Budgets and third-party costs
5.1 Advertising budgets and software subscriptions are paid by you directly to the provider and are separate from our fees.
5.2 Digital PR and link building are not included in the retainer. Where you ask us to carry out that work, it is quoted separately and invoiced by us in addition to the retainer.
5.3 Where we recommend or arrange other third-party services, we are not responsible for their performance and you contract with them directly unless agreed otherwise in writing.
6. Advertising accounts and budgets
6.1 Where we manage advertising accounts on your behalf, the accounts and the data in them remain yours. You will retain ownership and administrative access throughout, and we will hold access only as required to do the work.
6.2 You set the advertising budget. We will not increase it without your written approval, which may be given by email.
6.3 Payment for advertising is made by you directly to the platform. We do not hold, invoice or pass through advertising spend.
6.4 We monitor spend as part of the work. You remain responsible for the payment method attached to your accounts and for any spend incurred on them.
6.5 Platforms occasionally overspend against a set budget, or bill in ways outside our control. We are not liable for spend incurred on your accounts, including where a budget is exceeded, except to the extent it results directly from our negligence.
6.6 Where a campaign change carries a material risk to spend or performance, we will tell you before making it.
7. Your responsibilities
7.1 You will provide timely access to the systems, data and information we reasonably require to carry out the work.
7.2 You are responsible for the accuracy of information you provide, and we may rely on it without independent verification.
7.3 Where we are delayed by your acts or omissions, timescales adjust accordingly and fees remain payable.
8. Fees and payment
8.1 Invoices are payable within 14 days.
8.2 We may charge interest on overdue amounts at the statutory rate for late commercial payments.
8.3 We may suspend services where an invoice is more than 30 days overdue.
9. Intellectual property
9.1 Templates, frameworks, methods and materials we bring to the engagement remain ours.
9.2 Reports, documents and systems created specifically for you become yours on payment in full.
9.3 We may use general knowledge, skills and experience gained during the engagement in other work, provided we do not disclose your confidential information.
10. Confidentiality and exclusivity
10.1 Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement.
10.2 We will not, during the term, provide the same category of services to another tour operator selling the same trip types in the same destinations as you.
10.3 Clause 10.2 does not restrict us from working with operators selling different destinations or materially different trip types.
11. Termination
11.1 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
11.2 On termination you will pay for all work performed and costs committed up to the termination date.
11.3 Where you terminate other than under clause 11.1, the balance of the fees for the remainder of the term becomes immediately payable.
12. Liability
12.1 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot be limited by law.
12.2 We are not liable for loss of profit, revenue, business, anticipated savings, goodwill or data, or for any indirect or consequential loss.
12.3 Our total liability arising out of the agreement is limited to the fees paid by you in the 12 months preceding the claim.
12.4 We give no guarantee as to rankings, traffic, enquiry volume, conversion rates, revenue, valuation or sale outcomes. Results depend on factors outside our control, including your own execution, market conditions and the policies of third-party platforms.
13. Data protection
13.1 Each party will comply with applicable data protection law.
13.2 Where we process personal data on your behalf, we do so on your documented instructions and in accordance with a separate data processing agreement where required.
14. General
14.1 Neither party may assign the agreement without the other's written consent.
14.2 Nothing in the agreement creates a partnership, joint venture or employment relationship.
14.3 Neither party is liable for failure to perform caused by events outside its reasonable control.
14.4 The agreement is the entire agreement between the parties on its subject matter.
14.5 No variation is effective unless agreed in writing.
14.6 A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
14.7 The agreement is governed by Scots law and the parties submit to the exclusive jurisdiction of the Scottish courts.