TERMS & CONDITIONS

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY) AND CLAUSE 9 (CANCELLATION.

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

    1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.4.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer. 

Deposit: 2% of the Charges.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for Services as set out, the Customer’s written acceptance of a quotation by the Supplier, or overleaf, as the case may be. 

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

Specification: the description or specification of the Services provided by the Supplier to the Customer.

Supplier: RPM90 Limited registered in England and Wales with company number 7942623.

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

    1. Interpretation:
      1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes fax but not email unless the email is accompanied by further written notice. 
  1. Basis of contract
    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier both issues written acceptance of the Order and the Customer pays the Deposit at which point and on which date the Contract shall come into existence (Commencement Date). 
    3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
    4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
  2. Supply of Services
    1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 
    2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
  3. Customer’s obligations 
    1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      5. comply with all applicable laws, including health and safety laws;
      6. comply with any additional obligations as set out in the Specification; 
      7. follow all and any instructions provided to him by the Supplier during the supply of the Services;
      8. warrant that he is of sufficient fitness to take part in any part of the Services;
      9. notify the Supplier at once of any medical concern that he may suffer from during the Supply of the Services;
      10. not at any time whatsoever cycle whilst using the Services when under the influence of either alcohol and/or drugs;
      11. ensure that he has both the appropriate and suitable insurance in order to use the Services including, but not limited to, medical expenses and repatriation;
      12. ensure that a cycle helmet is worn at all times whilst cycling;
      13. ensure that any equipment that you use during the Services is both suitable, well maintained and in good condition; and
      14. warrant that he will be responsible for any equipment used by him during the Services.
    2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  4. Charges and payment
    1. The Charges for the Services shall be charged as per the Supplier’s quotation.
    2. The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence, equipment hire and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
    3. The Supplier shall invoice the Customer accordingly:
      1. The Customer is obliged to pay (the “Deposit”) on the date of the Order; and
      2. The balance of the Charges must be paid no later than 60 (sixty) clear days before the start of the Services. 
    4. The Customer shall pay all sums payable to the Supplier:
      1. in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

    1. All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). 
    2. If the Customer fails to make any payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    3. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    4. The Supplier may withdraw all present and future supply of the Services in the event of non-payment. 
  1. Intellectual property rights 
    1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. 
  2. Data protection 
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. 
    3. Without prejudice to the generality of clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
    4. Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
      1. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
        2. the data subject has enforceable rights and effective legal remedies;
        3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
      5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Customer without undue delay on becoming aware of a personal data breach;
      7. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
  3. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £2,000,000 per claim. 
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    3. Subject to clause 8.2, the Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. 
    4. This clause 8.4 sets out specific heads of excluded loss:
      1. Subject to clause 8.2, the types of loss listed in clause 8.4(b) are wholly excluded by the parties.
      2. The following types of loss are wholly excluded:
        1. Loss of profits
        2. Loss of sales or business.
        3. Loss of agreements or contracts.
        4. Loss of anticipated savings.
        5. Loss of use or corruption of software, data or information.
        6. Loss of or damage to goodwill.
        7. Indirect or consequential loss.
        8. Wasted expenditure
        9. Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the Contract. 
        10. Losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Supplier’s personnel, regulators and customers of the Customer.
    5. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    6. This clause 8 shall survive termination of the Contract.
  4. Cancellation Policy

Cancellation by the Customer

    1. If the Customer wishes to cancel the Contract, then this must be done in writing including by email to info@rpm90.com and in all instances receipt can be acknowledged by the person who is the first person named on the confirmation issued to the Customer. 
    2. The Customer will be liable for the following cancellation charges if valid of notice of cancellation is received by the Supplier 

(a)   60 clear days or more before the start of the Services: the Customer will forfeit the Deposit;

      1. more than 28 clear days and less than 60 clear days before the start of the Services a 50% refund of the Contract price will be made;
      2. less than 28 clear days before the start of the Services: no refund will be paid.

Cancellation by the Supplier

    1. The Supplier may cancel the Contract in the following circumstances:
      1. where circumstances arise that are beyond the Supplier’s reasonable control including, but not limited to, wars, riot, civil or political unrest, terrorism, poor weather conditions or technical problems arising with transport; or
      2. where the minimum number of participants, as determined by the Supplier in their absolute discretion, needed in order to operate the Services has not been reached. The Supplier will notify the Customer of this no later than 28 clear days before the start of the Services.
    2. If the Supplier cancels the Trip under either clause 9.3(a) or clause 9.3(b), then the Supplier will, where possible, in the first instance offer a replacement contract (the Replacement Contract). 
    3. If the Replacement Contract is of a lower value than the Contract, then the Supplier will refund the difference in price between the Replacement Contract and the Contract to the Customer. If this is not acceptable to the Customer, then the Supplier will refund all payments paid under this Contract, bar any insurance premium. 
    4. In the event that the Supplier cancels the Contract further to Clause 9.3, the Customer will, without prejudice to the Customers rights under clauses 9.4 and 9.5,be provided with a £250 credit to use on a Replacement Contract which departs during the following two years, from the date of the Contract. The Customer will, in addition to this, be entitled to.
    5. Supplier will not be liable for any flight, travel, equipment, accommodation or insurance costs that the Customer incurs in the event that the Supplier cancels the Contract pursuant to this Clause 9. 
    6. The Supplier reserves their right to prevent the Customer from participating in the Services if he becomes abusive, threatening or engages in illegal activities.
  1. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 1 day of that party being notified in writing to do so;
    2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment.
    3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 10.1 and 10.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  2. Consequences of termination
    1. On termination of the Contract: 
      1. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. 
    2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  3. General
    1. Force majeure. Neither party shall, without prejudice to Clause 9, be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 
    2. Assignment and other dealings.
      1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    1. Entire agreement.
      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
    2. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    3. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    5. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); and sent by email to the address info@rpm90.com.
      2. Any notice or communication shall be deemed to have been received:
        1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    6. Third party rights. 
      1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    7. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Who is RPM90?

Rpm90 Cycling Adventures specialise in Road Cycling Tours, Bikepacking Adventures, Gravelbiking trips, Bespoke Cycling Tours, Corporate Cycling events and Cycling Event Consultancy. We offer Apidura Bag Rental and Reilly Bike Demo opportunities. We are a pioneering cycling Travel company based in the UK.

 
Contact

Old Granary
Bridgers Mill
Haywards Heath
West Sussex
RH16 1TF

+44 (0)7759 61 63 98

info@rpm90.com

 
Copyright © 2018 RPM90 Ltd
All rights reserved.
Registered in England & Wales
(no. 7942623)
Registered Address:
1 West Street, Lewes, East Sussex, BN7 2NZ
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