1. GENERAL
These Conditions set out contractual terms and conditions which apply to any booking you make with us. They include some exclusions and limitations of liability. We reserve the right, at any time before a booking is accepted, to withdraw or change these Conditions. Any variation to these Terms or Conditions or additional Terms or Conditions which you may require can only be accepted if they are expressly agreed in writing and signed by a Director or other duly authorised representative of the Company.

2. CANCELLATION BY YOU OF AN ACCEPTED PROPOSAL
We start working on your programme immediately after you confirm acceptance of our proposal. Should you choose not to continue with the programme after your acceptance and before we issue our standard form of contract, we reserve the right to charge you for the management fee and the time of our staff calculated using our then current daily rates plus any out of pocket costs and expenses which we have incurred or which we are obliged to pay in respect of the programme to compensate us for any work (e.g. site inspections) which we have carried out and for other losses which such cancellation will have caused.

3. BOOKING PROCEDURE
When we have jointly finalised (as far as we are able to at the relevant time) the details of all the travel, accommodation and other associated arrangements which we will be arranging for you (the "Services") we will send you our standard form of contract (the "Confirmation of Services" document) which incorporates these Conditions. You should sign and return this to us. However, even if it is not signed or returned by you, you will be deemed to have accepted the terms of this contract by proceeding with the Services or sending us money in connection with the Services. The Contract will apply to all the Services arranged for everybody travelling or participating in the event (the "Delegates").

4. PAYMENT
4.1. The Contract sets out the price of the Services (the "Price") and the assumptions on which the price is calculated. Failure to make payment by the specified times shall entitle us (at our sole discretion) to withdraw from the Contract without penalty and treat such failure as a cancellation by you. After the Services have been completed, we will invoice you for all the charges and costs actually incurred and agreed with you less all sums received to date. In addition, where we provide consultancy, creative promotional, management or other services not set out in the Contract, all costs and charges of third parties are incurred on your behalf and for your account.
4.2. If you have any queries on any invoice(s), they must be raised within 28 days after the date of the relevant invoice. Please note that we shall be entitled to charge you interest on any payment which is not received by us on the due date. This will be calculated daily at the rate of 3% above the prevailing HSBC Bank base rate from the date upon which payment was due until the date of payment.
4.3. We reserve the right not to provide any Services or pay any suppliers until you have paid us sufficient funds to meet such expenses, and we will not be liable for any matters arising out of any delay by you in payment. Should you be paying suppliers directly, please refer to their contracts for payment schedules and penalty clauses.
4.4. Deposits are payable by you in line with the Leadership West and Supplier contracts as supplied.

5. PRICE
5.1. The calculation of the Price is based on a number of factors, including the number of Delegates, the time of the year during which the conference or event is held, the travel arrangements, the standard of accommodation, the meals and bar facilities to be provided, any trips or excursions arranged, any other services which we agree to provide to you as Agent, the details and assumptions referred to in the Contract and the cost of the matters referred to in Condition 5.2 below at the time of the contract. We realise, however, that your requirements may change from time to time, sometimes at short notice and these will constitute a change of, or addition to, the terms of the Contract by you (and so do not give rise to any right for you to cancel without penalty). We will do what we reasonably can to carry out any changes in, or additions to, your requirements (including the items referred to above) but we must reserve the right at any time to pass on all the costs of such changes and for arranging them for you by charging you for these and to levy an alteration charge.
5.2. We may revise the Price upwards or downwards solely to allow for variations in:-

5.2.1. transportation costs, including costs of fuel:
5.2.1. applicable dues, taxes (including changes in general tax rates such as value added tax or any similar tax) or fees chargeable for services such as landing taxes or embarkation or disembarkation fees at ports and airports.

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6. ALTERATIONS AND CANCELLATIONS
6.1. Please note that the itinerary is based on current schedules and may have to be amended to reflect any schedule changes; where ever possible, we will notify you of any changes before departure. However, this is totally out of our control and so any cancellation by you as a result will give rise to the cancellation charges referred to below.
6.2. If you wish to make any alteration (whether to any of the matters referred to in Condition 5.1 above or otherwise) or if you wish to cancel the Services, you must inform us of this in writing as soon as possible. We cannot guarantee to fulfil any request for alterations. Any alterations made will incur alteration charges.
6.3. The cancellation charges set out in the Contract apply if you cancel the Services and the attrition charges set out in the Contract apply if the number of Delegates decreases in the manner referred to in the Contract. These charges, and any alteration charges, are calculated to compensate us for the expenses and losses which we incur because of your cancellation or changed requirements. In addition, you will indemnify us against any claims made against us by third parties (including but without limitation Delegates) and any liability, loss, damage or expense suffered or incurred by us arising out of any cancellation, alteration or failure by you to take up the Services.
6.4. Any transfer of a booking that may be legally allowed must be made to a person nominated by you who is able and willing to purchase all the Services and to comply in every way with the Contract and these Conditions. You must tell us of the proposed transfer at least 7 days before the due date of departure; transfer may be refused after this. Where we approve the transfer of your booking, both you and the person to whom it is transferred will be individually and jointly liable to pay us the full Price (or relevant part of it) less any monies paid together with any additional costs we incur in effecting the transfer or which otherwise arise from it.

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7. TRAVEL INSURANCE (IF APPLICABLE FOR GUESTS COMING FROM OUTSIDE OF THE UK)
7.1. We must be certain that all delegates have reasonable insurance cover, which you may wish to make on their behalf. If you are not taking out insurance on behalf of your delegates, you must tell them to make their own arrangements. Leadership West should be provided with details of delegate insurance before the event commences.
7.2. If you are arranging your own insurance for Delegates, you must notify us in writing as least 7 days before the due departure date that you have made the necessary arrangements. Otherwise, you must provide us with a Delegate list at least 7 days before the due departure date so that we can try to arrange cover for you; if you do not or if any Delegates do not satisfy any applicable conditions, it may not be possible to effect cover and we will not be liable for any failure to do so.
7.3. Any insurance will, or course, be subject to the conditions, exclusions and limitations in the policy and it is your responsibility to ensure that all Delegates meet the conditions and have appropriate cover. The name and address of the insurer used by us and the cost is set out in the Contract. We must make it clear, however, that the terms of your insurance policy will not form part of our contract with you or the Services in any way.

8. OUR RESPONSIBILITIES AS AGENT
8.1. We request that all hotels which we use comply with the laws of the UK. Any travel, accommodation and other services are carried out subject to the supplier's conditions of carriage, supply or contract.
8.2. Where we are liable for non-performance or improper performance by air, sea or rail carriers or hoteliers, our liability is limited to the amount you or the relevant delegates can validly recover against such carrier or hotelier either under any domestic law (including the laws of the United Kingdom) or under the international conventions which govern such services. Supplier contracts (where requested) can be made out in your company name, c/o Leadership West and forwarded to you for your records.
8.3. We will not be liable for any failure to supply services as a result (either directly or indirectly) of your failure to provide us with correct or complete instructions. Subject to the limitations of liability set out above, our liability to you and your Delegates for any loss or damage (other than personal injury resulting from the non-performance or improper performance of the Services) which you may suffer is limited to a total amount equivalent to the amount of the Price received by us at the time the claim is made.
8.4. We do not accept liability for any claim (other than claims for personal injury arising from the non-performance or improper performance of any Services) in contract, tort (including negligence) or otherwise for consequential losses, loss of profit, damage to goodwill, economic or similar losses, special damages and indirect losses, inconvenience, loss of enjoyment, business interruption and loss of business contracts, opportunity and production.
8.5. We shall not be liable where the failure to perform or improper performance is due to:

8.5.1. your fault or the fault of a third party unconnected with the Services and it is unforeseeable or unavoidable: or
8.5.2. war or threat of war, riot, civil strife, industrial dispute, terrorist activity, natural or nuclear disaster, fire or adverse weather conditions or any other unusual and unforeseeable circumstances beyond our control whose consequences could not have been avoided even if all due care had been exercised or any event which we or our suppliers, even with all due care, could not foresee or forestall.

8.6. Please note that where the cause of your loss, damage or injury is due to our clients, suppliers or subcontractors or our suppliers' subcontractors, servants and/or agents, our acceptance of liability is subject to your rights against them and to your co-operating with us in any legal action we may take against them.

9. MINIMUM NUMBER OF DELEGATES
We have set out the required minimum number of Delegates in the Contract as per our supplier conditions. When we accept your booking, we do so on the basis that you will notify us as soon as possible (and, in any event, at least 48 hours before the deadline for cancellation in the circumstances referred to in the Contract) of any changes or proposed changes in the numbers and that, should the numbers fall below this minimum, we shall have the right at our sole discretion either to cancel (without payment any compensation to you), treat it as an alteration under Condition 5.1 and levy the cancellation or alteration charges set out in the Contract or charge you the attrition charges set out in the Contract.

10. SPECIAL REQUESTS
You must inform us in writing of any special requests (for example, special accessibility requirements for disabled people) which you or any of the Delegates may have so that we are able to plan, as far as reasonably possible, to cater for them. However, we cannot guarantee that we will be able to cater for them but, where we can, they will be set out in the Contract.

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11. COMMUNICATION OF INFORMATION
Unless otherwise agreed by us, all communications with you will be sent to the person (or main person) who has arranged the Services with us and whose name is specified in the Contract. This includes travel arrangements, contract details during the stay, our recommended insurance and any legally required or other information sent to you. It is your responsibility to ensure that all Delegates receive a copy of all such information and communications within any required time-limits and you must fully indemnify us for any failure to do so.

12. CONFIDENTIALITY
Except where otherwise required by law or specifically authorised in writing by the other, we each agree that we shall not disclose, use or copy any information of a confidential or proprietary nature relating to the other to any person (other than our suppliers or employees, agents or representatives who need to know such information for the due performance of the Services). Such information shall include, without limitation all proposals, estimates, creative work, research, documentation and advice relating to the Services prepared by us. You acknowledge and agree that all copyright and intellectual property rights whatsoever in or connected with all proposals, estimates, creative work, research, documentation and advice and all matters prepared or created by us relating to the Services are and will always remain vested in us.

13. DELAYS
We do not accept liability for inconvenience loss or damage of any nature whatsoever arising directly or indirectly from any delay in transport.

14. COMPLAINTS
Any complaints about the Services must be communicated to us and to the supplier of the services concerned at the earliest opportunity in writing or in any other appropriate form, specifying any failure which you perceive at the place where the Services concerned are supplied. It is your responsibility to ensure Delegates do so. If we or the supplier are unable to deal with your problem or complaint you must write to us within 28 days of your return to our address shown on the Contract failing which we reserve the right to reject your complaint.

15. SUSPENSION AND TERMINATION
15.1. We shall be entitled:
15.1.1. To suspend performance of the Services if and for so long as you shall be in breach of any obligations and
15.1.2. To determine the Services upon notice upon the occurrence of any of the following events:
15.1.2.1. Your insolvency within the meaning of Section 61 (4) of the Sale of Goods Act 1979;
15.1.2.2. Any notice to you that a receiver or manager is to be or has been appointed over all or any part of your assets
15.1.2.3. Any notice to you that a petition to wind you up are to be or has been presented or any notice convening a meeting at which a resolution is to be proposed to wind you up (save for the purposes of and followed by a bona fide reconstruction or amalgamation);
15.1.2.4. A decision by you that you intend to arrange with your creditors;
15.1.2.5. Any other act of bankruptcy by you as defined by Section 1 of the Bankruptcy Act 1914 or which would be an act of bankruptcy if you were an individual.

15.2. You shall notify us forthwith of the happening of any of the events referred to in subparagraph above.
15.3. In the event of termination pursuant to this Clause, we may make a cancellation charge calculated pursuant to Clause 6.

16. GENERAL
16.1. Please note that if any part of these Conditions is found to be invalid or unenforceable, then the remainder of these Conditions will not be affected but will remain valid and enforceable.
16.2. The Contract and these Conditions set out the entire agreement between us and supersede and prevail over all other documents, understandings, terms or arrangements (including any terms and conditions on which you customarily trade). No amendment or variation shall be effective unless in writing and signed by each of us.
16.3. These Conditions shall be construed in accordance with English law and are subject to the non-exclusive jurisdiction of the English Courts.

17. STAFF
Our staff are assigned to work with clients or work on client projects on the basis that the client will not offer employment to, or employ, nor solicit on behalf of any third party to offer employment to, staff who have been involved in any project or assignment on behalf of the client during the previous twelve months unless written consent is obtained from us. If such consent is given, we reserve the right to charge a fee of 25% of the salary of the individual concerned on appointment plus V.A.T.

18. MISCELLANEOUS
All third-party rights are excluded, and no third party shall have any right to enforce these Conditions. This shall not apply to members of our group from time to time who shall, subject to our consent, have the right to enforce these Conditions as if they were us. Any right of a third party to enforce these Conditions may be varied and or extinguished by agreement between you and us without the consent of such third party.