Eurocamp 2016 Agency Agreement

This Agreement is made on between:

(1) (Agent) …………………………………………………… and:

(2) Greenbank Holidays Limited trading as Eurocamp (company number: 1160442) whose registered office is at Hartford Manor, Greenbank Lane, Northwich, Cheshire, CW8 1HW.

Background

1.1 Eurocamp are holders of ATOL No 9139 and must comply with ATOL Regulations and ATOL Standard Terms.

1.2 Eurocamp are members of ABTA and must comply with the ABTA Code of Conduct.

1.3 The purpose of this Agreement is to enable both parties to comply with Regulations 12 and 22 of ATOL Regulations and with ATOL Standard Term 1.4. in respect of all Licensable Transactions and with the ABTA Code of Conduct and to generally regulate their relationship.

Start Date and Duration

2. This Agreement relates only to holidays taken in 2016 & 2017 and is deemed to take effect from 1st January 2016 or the date on which the Agent first seeks to confirm a booking with Eurocamp after the aforesaid date, whichever is the later, and will end on 31st December 2016, subject to earlier termination in accordance with clause 34.

Definitions and Interpretation

3.1 In this Agreement, the following words have the following meanings:

(1) "Agent" means the travel agency specified in paragraph (1) above including all current and future branches and trading addresses (unless otherwise specified by Eurocamp at any time);

(2) “Credit Agent” means an Agent who has completed and signed the relevant application forms required by Eurocamp and whom Eurocamp has accepted (in its absolute discretion) as a Credit Agent and notified such Agent in writing;

(3) “Booking Statement” means the statement issued by Eurocamp on a monthly basis which sets out the deposits, balances, full payments and any other sums due for collection or which should have been collected by the Agent from Customers in accordance with Eurocamp’ applicable booking conditions;

(4) "Holiday(s)" means the inclusive holiday arrangements, ATOL Protected Products, accommodation, car hire and all other products and services as the Agent is from time to time asked to sell on Eurocamp’s behalf as agent for Eurocamp;

(5) "Lead Customer" means the first named person on a Booking and/or any substitute for that person;

(6) "Customer(s)" means the person(s) or any of them who purchase any Holiday(s) or on whose behalf any Holiday(s) is/are purchased;

(7) “Booking(s)” means any booking(s) of a Holiday or Holidays;

(8) "Balance Due Date" means the date on or by which the full cost of the Holiday must be paid to Eurocamp under its applicable booking conditions;

(9) "PT Regulations" mean the Package Travel, Package Holidays and Package Tours Regulations 1992 (Statutory Instrument 1992 No. 3288) and any amendment or re-enactment of the same and all other legislation implementing the EC Directive on Package Travel, Package Holidays and Package Tours (Council Directive 90/314/EEC);

(10) "ATOL Regulations" mean the Civil Aviation (Air Travel Organisers' Licensing) Regulations 2012 (Statutory Instrument 2012 No 1017) and any amendment or re-enactment of the same;

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(11) “ATOL” means an Air Travel Organiser’s Licence;

(12) “ATOL Protected Products” means the flight inclusive packages and flight only arrangements sold by Eurocamp as principal and protected by Eurocamp’s ATOL and, where the context requires, any of them;

(13) “ATOL Standard Terms” means the ATOL standard terms published by the CAA in the CAA’s Official Record Series 3 as varied from time to time and “ATOL Standard Term” and “AST” means any particular such term or terms as specified;

(14) “Failure of the Operator” has the same meaning, in respect of Eurocamp, as that specified in regulation 23 of ATOL Regulations in relation to “failure of an ATOL holder” and “Failed”, in respect of Eurocamp, shall be construed accordingly;

(15) “Licensable Transaction” means an offer made by a Customer (or their agent) to purchase flight accommodation (whether as a flight only or as part of a flight inclusive package) for one or more persons on a flight which is accepted by Eurocamp and constitutes an activity in respect of which Eurocamp is required to hold an ATOL in accordance with ATOL Regulations;

(16) “Mandated Agency Terms” means the terms which Eurocamp is required by ATOL Regulations and ATOL Standard Terms to include in any agency agreement with its agents which applies to ATOL Protected Products as specifically set out in AST 1.4 and any variation of the same by the CAA, the current version of which appear in schedule 1;

(17) "Late Booking" means any Booking which is made on or after Balance Due Date;

(18) “in writing” means, unless otherwise specified, by post, facsimile, e-mail (providing the Agent contacts Eurocamp at such e-mail address as Eurocamp notifies the Agent in writing) and/or any other method agreed or notified by Eurocamp in writing;

(19) “working day(s)” means any day Monday to Friday between the hours of 9am and 5.30pm other than bank or public holidays in England;

(20) “Agreement” means this agreement (including the Mandated Agency Terms) together with, except where the context does not permit, the Commercial Terms;

(21) “Commercial Terms” means the agreement between the parties which sets out commercial and other terms which are intended to apply in addition to those set out in this agreement including any agreed additions or amendments;

(22) “Electronic Distribution” means any process involving advertising and/or sales of the Holidays (including on-line auctions) by the Agent on the internet, or by interactive digital television, or by Wireless Application Protocol (WAP) or by any other interactive digital media;

(23) “Termination Date” means the date on which this Agreement ends as referred to in clause 2 subject to clause 34

3.2 All terms of this Agreement which have a defined meaning in ATOL Regulations have the same meaning in this Agreement.

3.3 In the event of any conflict or difference between the Commercial Terms and this agreement, the relevant provision(s) of the Commercial Terms Agreement will apply in respect of and to the extent of the conflict or difference.

3.4 References to any clause(s) or to any schedule mean the relevant clause(s) of or the relevant schedule(s) to this agreement and references to any clause(s) in the Commercial Terms Agreement mean the relevant clause(s) of that Agreement.

Appointment

4. Subject to clause 5, Eurocamp appoints the Agent to be its non-exclusive retail agent to sell the Holidays within the United Kingdom until the Termination Date.

5. In respect of ATOL Protected Products, Eurocamp appoints the Agent to be its non exclusive agent for an ATOL holder for the purpose of and in accordance with regulation 12 of ATOL Regulations to sell and market those ATOL Protected Products within the United Kingdom to Customers.

6. This Agreement replaces any existing agreement(s) between the parties (which is or are terminated as a result) except in the case of Holidays booked by the Agent prior to this Agreement coming into effect to which any previous agreement(s) will continue to apply. The Commercial Terms form part of this Agreement and should be

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read in conjunction with this agreement. For the avoidance of doubt, this Agreement covers commercial and related matters concerning the distribution and sale of Holidays by any means, including Electronic Distribution.

ATOL Protected Products

7.1 The Mandated Agency Terms form part of this Agreement and apply to the sale and offering for sale of all ATOL Protected Products by the Agent. In the event of any conflict between any of the Mandated Agency Terms and any other terms of this Agreement, the relevant provision(s) of the Mandated Agency Terms will apply in respect of and to the extent of the conflict. References in the Mandated Terms to the Operator are references to Eurocamp.

7.2 The Agent’s authority to act as agent for Eurocamp in accordance with clause 5 is subject to and conditional on the Agent’s compliance with the terms of this Agreement (including, in particular but without limitation, the Mandated Agency Terms) and with the requirements of regulation 12 of ATOL Regulations and Standard Terms 1.1 to 1.13 inclusive (other than Standard Terms 1.8, 1.9 and 1.10). The current version of these Standard Terms appears in schedule 2.

7.3 Subject to the Agent complying with the terms of this Agreement, Eurocamp authorises the Agent to accept payment from the Customer(s) of the amount due to Eurocamp in respect of each Licensable Transaction and, on receipt of the applicable payment, to confirm that a contract between Eurocamp and the Customer(s) concerned has come into existence in respect of that Licensable Transaction providing that, prior to the Agent doing so, Eurocamp has specifically confirmed to the Agent in writing in relation to that particular Licensable Transaction that Eurocamp is in a position to confirm it.

7.4 Eurocamp authorises the Agent to supply an ATOL Certificate in respect of each Licensable Transaction following receipt of the first payment from the Customer(s) concerned without prior reference to Eurocamp. The Agent must provide the ATOL Certificate to the Lead Customer in accordance with the specified method set out in paragraph (c) of Agency Term 6 of the Mandated Agency Terms (with the references to the confirmation being read as references to the ATOL Certificate).

7.5 In order to comply with clause 7.4, the Agent must, immediately it is in a position to confirm the booking to the Customers and as directed by Eurocamp, either accurately provide Eurocamp with all information required to enable Eurocamp to produce an ATOL Certificate for the Customers or accurately complete the applicable CAA approved ATOL Certificate template to enable the Agent to issue an ATOL Certificate for the Customers.

7.6 The Agent undertakes not to accept any payment from any Customer(s) in respect of a Licensable Transaction without complying with the requirements of clause 7.4.

7.7 For the avoidance of doubt, this clause 7 applies only to ATOL Protected Products and not to any other Holidays. Without limitation, the Agent does not have any authority to confirm the existence of a contract between the Customer and Eurocamp unless such authority is provided by Eurocamp’ booking conditions or is otherwise confirmed by Eurocamp in writing. In either case, any such authority is subject to the Agent complying with all relevant terms of this Agreement.

Financial Protection

8. All Holidays are sold by Eurocamp as principal. All ATOL Protected Products are financially protected by Eurocamp’s ATOL. All Holidays other than ATOL Protected Products are financially protected by Eurocamp’s ABTA bond.

Duties of the Agent

9. The Agent agrees (at its own expense) to:

(1) use its reasonable endeavours to promote and sell the Holidays in accordance with this Agreement, giving Eurocamp at least as great a recommendation and exposure to potential customers as it does other tour operators (or greater if required by the Commercial Terms);

(2) sell the Holidays at the prices advertised in Eurocamp’s brochures or otherwise advertised or advised by Eurocamp in writing (the most recently advertised or advised price being applied). Regardless of any discount or incentive which may be offered by the Agent, pay Eurocamp all amounts received from Customers net only of the Agent's agreed commission and associated VAT (for VAT registered agents);

(3) ensure that it complies with all applicable laws, regulations, rules and codes of practice (including in particular, the PT Regulations, ABTA requirements and, where applicable, ATOL Regulations and any applicable to Electronic Distribution) and that all its staff are familiar with these to the extent the work they do is affected by them;

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(4) ensure that all details relating to the chosen Holiday, the booking and any other conditions and relevant general information set out in Eurocamp brochure or elsewhere are drawn to every Customer's attention before any booking is taken;

(5) ensure that all information required by the PT Regulations to be given to any Customer or potential Customer is so given and at the time and in the form required by the PT Regulations. Such information must include information about passport, visa and health requirements (including the time they are likely to take to obtain) applicable to the Holiday in question for the Customer(s) concerned (where the Customer is a British or EU citizen) unless the Agent is satisfied that the Lead Customer has a copy of Eurocamp’ applicable brochure at the time of booking. Ensure that it has a proper system in place for the provision of this information and that this is kept to at all times. Where any Customer is not a British or EU citizen, tell that customer where they can find out the applicable information;

(6) prior to or at the same time as confirming any booking, check that the Lead Customer is at least 18. Check that any infant included on a booking will be under two years of age on the date of return travel. Ensure that the Lead Customer has checked the booking details prior to or at the same time as confirming the booking. Keep all records of bookings in a safe place for at least 3 years, give a copy of the relevant booking information to every Lead Customer and send the original to Eurocamp immediately on request;

(7) obtain from the Lead Customer the appropriate minimum deposit or if the booking is a Late Booking, full payment, for all persons named on the booking prior to or at the same time as confirming any booking. Where the booking is made within 21 days of departure, only accept payment by credit or debit card, in cash, by bankers draft or such other payment method as may be approved by Eurocamp in writing for that booking. Obtain from the Lead Customer any amounts payable at the time of booking in addition to the minimum deposit;

(8) take all Bookings (whether provisional or confirmed) in accordance with Eurocamp booking procedure as notified by Eurocamp from time to time. A Booking may be confirmed by Eurocamp verbally and the Agent must ensure that they obtain a booking reference for it;

(9) collect all balances and other payments due to Eurocamp in time to pass them on to Eurocamp by the Balance Due Date or other applicable payment date;

(10) notify Eurocamp immediately in writing and keep a full clear written note of any special request made by a Customer. Advise any Customer making one that all special requests are subject to availability and cannot be guaranteed unless specifically confirmed in writing by Eurocamp. Immediately notify Eurocamp prior to accepting the Booking (firstly by telephone and confirmed in writing) or as soon as the Agent is notified of the same if after the Booking is made and keep a full clear written note of any restricted mobility, particular care requirement, disability or medical condition advised by any Customer (of which full details must be obtained and passed onto Eurocamp at the time);

(11) notify Customers immediately of any corrections, alterations or other information advised to it by Eurocamp by any means concerning any Holiday(s) whether so advised before or after the Holiday(s) concerned was booked. Confirm in writing to the Customer(s) concerned as soon as possible;

(12) give Customers an accurate, clear and complete picture of the Holidays. Not to make any representations, verbally or in writing, to any Customer which are in addition or different to those contained in Eurocamp’s applicable brochure and/or advertising material or which are contrary to corrections or alterations previously advised by Eurocamp unless authorised to do so by Eurocamp in writing;

(13) forward Eurocamp own confirmation invoice and any other documents concerning the Holiday(s) booked (including in particular insurance and travel documents) to the Lead Customer by e-mail or first class post, as appropriate, immediately upon receipt;

(14) notify Eurocamp of any complaint concerning any Holiday (including any complaint or query raised by Trading Standards or any regulatory or trade body) immediately on receipt. Immediately forward to Eurocamp or to the Lead Customer, as applicable, all correspondence, documents and other communications of any description received from either which is intended for the other;

(15) promptly send to the Lead Customer all refunds received from or authorised by Eurocamp;

(16) not to appoint any sub-agents to sell the Holidays except with Eurocamp’s express prior consent in writing;

(17) where the Agent is a member of ABTA, comply in every respect with the applicable current rules, requirements and Code of Conduct of ABTA;

(18) not to sell the Holidays or to act otherwise than strictly in accordance with this Agreement;

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(19) not to use or permit the use of any intellectual property rights of Eurocamp in any manner in any advertising or promotional material of any description (including without limitation, in any on-line or e-mail material) or otherwise other than with the prior written consent of Eurocamp. Any request for consent to use any intellectual property rights of Eurocamp must be accompanied by details of the proposed use (including copies of artwork). If consent is given by Eurocamp, the Agent must not deviate from the details of the advertising or promotion agreed with Eurocamp.

(20) where space permits, display in its shops all brochures and other publicity material furnished by Eurocamp to the Agent and in particular:

a. to display Eurocamp’s brochures on a brochure rack sited in an obvious location within each of the Agent’s retail outlets;

b. to feature details of Holidays in its newsletters or mailings to its customers; and

c. allow Eurocamp’s representatives access to the Agent’s selling staff in order to provide them with information or advice about Eurocamp’s products and activities, without disruption.

Websites

10. Providing Eurocamp has agreed in writing in advance to the Agent doing so, the Agent may refer to or feature the Holidays on its own website. The Agent must ensure it obtains Eurocamp’s prior approval of all information and material relating to the Holidays placed on its website and that all such information and material is accurate, clear, complete and up to date. The Agent must ensure that its website complies with the PT Regulations and all other applicable legislation and that Eurocamp’s ABTA and ATOL numbers and reference to its booking conditions prominently appear on every page referring or featuring any Holidays. The Agent must not use or permit the use of “Eurocamp” or “Eurocamp Holidays” and/or “Eurocamp” or any word(s) which is or are confusingly similar to the same, either alone or in combination with any other word(s), as a keyword, metatag or sponsored link and/or in any domain name

Duties of Eurocamp

11. Eurocamp agrees to:

(1) ensure that it complies with all applicable laws, regulations, rules and codes of practice (including in particular, the PT Regulations, ABTA requirements and, where applicable, ATOL Regulations) and that all its staff are familiar with these to the extent the work they are required to do is affected by them;

(2) ensure that it provides the Agent with all information required by the PT Regulations to be given to any Customer or potential Customer at the appropriate time in whatever form Eurocamp considers appropriate except where such information is already known by the Agent;

(3) keep the Agent promptly informed of any changes to prices and of any significant (in Eurocamp’s opinion) changes to any brochure and/or other materials supplied to the Agent and of any significant (in Eurocamp’s opinion) changes to or cancellation of any Holiday by whatever means Eurocamp considers appropriate;

(4) comply in every respect with the applicable current rules, requirements and Code of Conduct of ABTA; and

(5) where the Agent is a Credit Agent, issue a Booking Statement to the Agent on the 25th of each month or, if the 25th falls on a day which is not a working day, the next working day.

Indemnity

12. Each party agrees to indemnify and keep the other indemnified against and for the full amount of all claims, liabilities, demands, damages, costs (including legal costs), expenses, losses, fines and all other sums of whatever nature which that other party reasonably incurs or becomes liable for as a result of the act(s) and/or omission(s) of the party at fault committed in breach of and/or outside the scope of this Agreement or otherwise without the authority of the other party. This indemnity will continue to apply after this Agreement comes to an end for whatever reason. For the avoidance of doubt, Eurocamp shall be entitled to deduct any sums owed by the Agent pursuant to this clause from any payment due to the Agent under this Agreement or any other agreement between the parties.

Customer Insurance

13. The Agent must ensure that all Customers are strongly advised to take out suitable and adequate personal travel insurance (including cover for cancellation charges plus 24 hour emergency medical assistance and cover for medical expenses and medical repatriation) which provides cover which is at least as good as any policy offered by Eurocamp prior to or at time of booking.

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Amendments and Cancellations

14. The Agent must ensure that all requests by any Customer to change and/or cancel any Booking are made in writing and signed by the Lead Customer.

15. Immediately on receipt of any request to make any change to any provisional or confirmed Booking, the Agent must telephone Eurocamp’s customer support department or follow such other procedure as Eurocamp may advise from time to time. Where Eurocamp is able to meet the request in whole or part, the Agent must immediately obtain payment (where the Booking is a confirmed one) of the applicable amendment fee and any other costs and charges advised by Eurocamp from the Customer. If unable to do so for any reason, the Agent must immediately advise Eurocamp.

16. In the event of cancellation, the Agent must inform the Lead Customer of any obligation to pay cancellation charges. The Agent must further immediately inform Eurocamp first by telephone and then in writing by e-mail that the particular Customer has cancelled. Where any Customer other than the Lead Customer wishes to cancel and so notifies the Agent in writing, the Agent may accept that notice as effective but only so as to cancel that Customer’s place on the Booking and not that of any other person. The Agent agrees to collect payment of any additional consequential charges payable by the remainder of the persons named on the Booking in the event of part cancellation.

17. In the case of whole or part cancellation, Eurocamp will include such information on the Booking Statement and net off any applicable refund due to the Customer in relation to a cancellation against monies due from the Agent to Eurocamp. The Agent must forward immediately the cancellation invoice issued by Eurocamp together with any applicable refund to the Lead Customer.

Payments received by the Agent

18. Save for ATOL Protected Products, all monies received by the Agent from any Customer for any Holiday will be held by the Agent on express trust for Eurocamp at all times. Monies received from any Customer(s) for any ATOL Protected Products will be held by the Agent in accordance with Agency Term 5 of the Mandated Agency Terms. The Agent must, however, only collect monies from Customers in accordance with this Agreement and once a provisional or confirmed Booking has been made with Eurocamp.

19. Subject to Agency Term 5 of the Mandated Agency Terms but regardless of any provision to the contrary in this Agreement or any other agreement between the parties, Eurocamp (or its liquidator, administrator or receiver as appropriate in the event of Eurocamp being the affected party) shall be entitled to immediate payment of all sums held by the Agent on its behalf on any of the events specified below occurring;-

(1) on an order being made or an effective resolution being passed for the administration or the winding up of either party other than for the purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency or on either party entering into a binding legal arrangement to pay its creditors less than the full amount due to them;

(2) on either party becoming bankrupt or insolvent or having a receiving order made against it;

(3) on either party suspending, ceasing or threatening to suspend or cease to carry on its business other than for the purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency or being unable or unwilling without good reason to pay its valid debts as they fall due or on the appointment of any administrative or other receiver;

(4) where the Agent is a member of ABTA or the TTA or holds an ATOL, on the Agent ceasing to be a member of ABTA or the TTA or the CAA revoking or refusing to renew the Agent’s ATOL;

(5) on the Agent, being an individual, having a receiver appointed under the Mental Health Act 1982 or dying.

20. Payment of all monies due to Eurocamp from the Agent must be made in accordance with clause 22 and the Commercial Terms. Where the Agent fails for whatever reason to make any payment due to Eurocamp on the due date, Eurocamp shall be entitled (without prejudice to any of its other rights and remedies) immediately on giving the Agent notice in writing to:

(1) charge interest on the outstanding amount(s) at the rate of 5% above the base rate of Barclays Bank plc from the due date for payment until receipt of the full amount in cleared funds (whether before or after any judgment), and/or

(2) prevent the Agent from selling or offering for sale any more Holidays (for any period(s) of time) and/or

(3) terminate this Agreement in accordance with clause 34.

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21. The Agent shall not release to any Customer any tickets, vouchers or coupons until the Agent has received full payment of all monies due to Eurocamp from the Customer. Except where otherwise agreed, Eurocamp will only issue tickets or other vouchers to Agents who are NOT Credit Agents after receipt in cleared funds of the full amount due to it for the Holiday(s) in question.

22. The Agent shall make payment of monies due to Eurocamp by any reasonable method acceptable to Eurocamp (including by way of example and not by way of limitation, direct debit from the Agent's bank account). The Agent will notify Eurocamp at the date of this Agreement how it intends to make payment and shall give at least 28 days notice in advance of any change in the method of payment. The Agent shall ensure that Eurocamp receives any money due to it in cleared funds on or prior to the due date.

23. For the avoidance of doubt, any and all charges arising as a result of payment of any amount due to Eurocamp from the Customer by credit or charge card or by any other method shall be borne exclusively by either the Agent or the Customer as the Agent and the Customer together agree.

Collection of Monies by the Agent

24. The Agent is responsible for the collection, in accordance with Eurocamp’s applicable booking conditions, of all deposits, full payments, insurance premiums, balances, cancellation charges and other monies of any description due to Eurocamp from any Customer.

25. If the Agent is a Credit Agent, the Agent agrees to remit to Eurocamp by the 15th of the month following the issue of the relevant Booking Statement (so that cleared funds are received by Eurocamp on or before the15th of the month) the full amount detailed on the Booking Statement. Where payment falls due on a Saturday, it must be paid on the preceding working day. Where payment falls due on a Sunday or Monday which is a bank or public holiday in England, it must be paid on the next working day.

26. If the Agent is NOT a Credit Agent, the Agent agrees to remit to Eurocamp, within one working day of receipt, all monies received from any Customer in respect of a Booking, all such payments to be made by the Customer in accordance with Eurocamp’ applicable booking conditions.

27. If the Agent has been unable to collect any balance due by Balance Due Date the Agent must immediately send the Lead Customer a letter by first class recorded delivery post demanding payment within 7 days. If payment is not received within this time, the Agent must immediately notify Eurocamp first by telephone and then in writing and provide evidence that the appropriate letter was sent.

28. The Agent is personally liable to Eurocamp for monies it should have but failed to collect from Customers in the following circumstances;-

(1) the full deposits due to Eurocamp where the Agent has confirmed the Booking;

(2) the applicable fee, costs and charges payable on amendment where an amendment request has been confirmed by the Agent;

(3) the total cost where the Agent has confirmed a Late Booking;

(4) the applicable cancellation charge where the Holiday has been cancelled.

Commission

29. The Agent will become entitled to commission on a Booking immediately following receipt of the Booking Statement which refers to the Booking (in the case of a Credit Agent) or Eurocamp’s confirmation invoice (in the case of an Agent who is NOT a Credit Agent) in each case at the rate specified in the Commercial Terms or such other rate as is agreed in writing on all items shown on such Statement/invoice except for levies or taxes raised by any government or public authority and any items which Eurocamp and the Agent have agreed will not be subject to the payment of commission. The Agent will, however, only be entitled to deduct the commission due to it from the balance of the cost of the Holiday when received from the Customer unless otherwise agreed with Eurocamp.

30. If a Booking is cancelled (either by the Customer or by Eurocamp cancelling following payment default by the Customer), the Agent will be entitled to commission at the agreed rate on the applicable cancellation charges provided the Agent has collected and remitted them to Eurocamp. Any commission paid to the Agent in excess of this amount must immediately be repaid to Eurocamp and the Agent will have no entitlement to any greater amount.

31. The Agent is also entitled to commission at the agreed rate on amendment fees collected from Customers for amendments confirmed by Eurocamp.

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32. The Agent's entitlement to commission will lapse (and if already paid must be repaid) in the event of Eurocamp having to cancel any confirmed Holiday or any Customer cancelling a confirmed Holiday due to Eurocamp making a significant change (as defined in Eurocamp applicable booking conditions), in either case as a result of unusual and unforeseeable circumstances beyond Eurocamp control, the consequences of which could not have been avoided even with all due care.

VAT

33. The Agent must inform Eurocamp immediately of any changes that occur in the Agent's VAT registration number or liability to register or de-register for VAT. The Agent is entitled, where applicable, to add VAT to its commission provided a proper VAT invoice is delivered to Eurocamp or such other procedure as may be agreed with is complied with. The commission rates stated in the Commercial Terms are exclusive of VAT. Where appropriate, the parties will enter into and the Agent agrees to comply with the terms of an HMRC approved Self-Billing VAT Agreement.

Termination

34. This Agreement will continue in force until the Termination Date but may be terminated:

(1) immediately on the party not at fault notifying the other in writing in the event of the other party failing to perform or breaching or continuing to breach any of its obligations under this Agreement 14 days (or such longer time as may be agreed) after being notified in writing of the particular breach and being required to remedy it within that time; or

(2) immediately on Eurocamp giving the Agent notice in writing in the event of the Agent committing any material irremediable breach(es) of this Agreement or any breach(es) which in the reasonable opinion of Eurocamp actually or potentially significantly prejudices Eurocamp’ position in any respect or committing any further breach(es) of this Agreement of the same or similar nature to any previous breach(es) of which Eurocamp has previously notified the Agent; or

(3) by either party giving the other at least 28 days written notice of termination; or

(4) by mutual written agreement between the parties; or

(5) immediately by either party giving written notice to the other on the happening of any of the events set out in clause 19; or

(6) immediately on Eurocamp giving the Agent notice in writing in the event of the actual or threatened cessation, termination or withdrawal of the Agent’s membership of ABTA or TTA or the revocation or refusal by the CAA to renew any ATOL held by the Agent.

Consequences of Termination

35. Termination of this Agreement will not affect the rights of either party in existence prior to the effective date of termination.

36. In the event of termination due to the happening of any events set out in clause 19, the Agent will immediately hand over to Eurocamp the conduct of existing bookings taken by it on behalf of Eurocamp together with the name, address and contact details of all Lead Customers, all relevant booking and other forms, correspondence, files, memoranda, brochures and other publicity material. The Agent will immediately give written notice to its customers and pay any monies held by it on Eurocamp' behalf to Eurocamp. However, where termination is effected other than pursuant to clause 34(5), the Agent may continue to handle bookings taken by it on behalf of Eurocamp prior to the effective date of termination until the conclusion of those Holiday(s).

Data Protection

37. Eurocamp is a data controller for the purposes of the Data Protection Act 1998 (“DPA”). On behalf of Eurocamp, the Agent shall collect from Customers and pass on to Eurocamp all personal details required by Eurocamp in connection with the Holidays including the name, address, age, passport details, contact numbers (including mobile phone number and emergency home contact number(s) for use during the Customer’s holiday) and any other details required by Eurocamp (“personal data”). Eurocamp requires such personal data for the purposes of arranging and providing the Holidays including, by way of example and not limitation, complying with the requirements of UK and overseas legislation and other legal obligations (such as those relating to boarder security and anti terrorism measures which require the provision of personal data in advance of travel to transport suppliers and/or government agencies.

38. Eurocamp is entitled to disclose personal data to third parties for the purposes of organising or providing the Holidays including, by way of example and not limitation, suppliers of services, banks, credit card companies,

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UK or overseas immigration, customs, boarder security or other authority, insurance providers, security or credit checking companies and any other party Eurocamp is legally obliged to disclose any personal data to. Where necessary to do so in order to provide the Holiday or services requested, Eurocamp is entitled to disclose sensitive personal data such as personal data relating to a disability or medical condition or which discloses or may disclose religious beliefs such as dietary requirements. In making a booking, the Agent and all Customers accept that Eurocamp is entitled to disclose personal data (including sensitive personal data) to such third parties as objection to Eurocamp doing so will prevent Eurocamp organising and/or providing the Holidays in whole or part.

39. The Agent shall at all times comply with the provisions of the Seventh Principle of the DPA set out in Part 1 of Schedule 1 of the DPA, the text of which is: “Appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data (“The Seventh Principle”).

40. The Agent shall upon written request from Eurocamp from time to time inform Eurocamp of the measures it has taken to comply with the Seventh Principle, and will at its own cost implement any further steps that are, in Eurocamp’s reasonable opinion, necessary or appropriate for compliance with the Seventh Principle.

41. The Agent shall permit Eurocamp at any time and from time to time upon 7 days’ written notice to have escorted access to the appropriate part of the Agent’s premises, systems, equipment and other materials and facilities to enable Eurocamp to inspect the same for the purposes of monitoring compliance with the Seventh Principle. Such inspection shall not relieve the Agent of any of its obligations under this Agreement.

42. The Agent shall only process personal data on behalf of Eurocamp in accordance with, and for the purposes set out in, this Agreement and instructions received from Eurocamp from time to time.

43. Where a data subject exercises his or her rights under the DPA in respect of personal data processed by the Agent on behalf of Eurocamp or where Eurocamp is required to deal or comply with any assessment, enquiry, notice or investigation by the Information Commissioner, then the Agent will cooperate as requested by Eurocamp to enable Eurocamp to comply with all obligations of Eurocamp which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.

44. Clauses 37 to 43 are to be interpreted in accordance with the DPA.

Third Party Rights

45. The parties hereby exclude any rights that any other party may have in relation to this Agreement under the Contract (Rights of Third Parties) Act 1999.

Variation

46. Except where otherwise agreed, Eurocamp will be entitled to add to and/or amend this Agreement by giving the Agent not less than 28 days notice in writing. The notified addition(s) and/or amendment(s) will automatically take effect on the first occasion after 28 days on which the Agent seeks to confirm a booking with Eurocamp.

Notices

47. Any notice given under this Agreement must be given in writing and sent by fax or pre paid first class recorded delivery post or delivered by hand to the other party's registered or principal office. If sent by fax or hand delivered the notice(s) will be deemed served at the moment of delivery. If sent by post it will be deemed served 48 hours from the time of posting.

Assignment

48. Eurocamp may assign its rights and obligations under this Agreement. The Agent may not assign its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld in the event of a proposed assignment to a subsidiary, associated or holding company.

Confidentiality

49. No publicity may be given by either party about the contents of this Agreement without the written consent of the other.

Waiver

50. No waiver of any breach will be a waiver of any subsequent breach of this Agreement. Any failure to enforce or agreement not to enforce any rights under this Agreement will not affect the rights of the party not at fault on any later occasion.

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Headings and references

51. The headings in this Agreement are for reference only. References to any person(s) shall include bodies corporate and unincorporate, associations, firms and partnerships. Words denoting the singular shall include the plural and vice versa, words denoting any gender shall include any other gender.

Proper Law and Jurisdiction

52. This Agreement is governed by English law. The parties agree that any dispute between them will be dealt with by the Courts of England and Wales only except where proceedings are brought against Eurocamp in any other jurisdiction in relation to any Holiday sold by the Agent. In this case Eurocamp is entitled to make the Agent a party to those proceedings.

………………………………………….. …………………………………………..Signed by an authorised representative Signed by an authorised representativeon behalf of Greenbank Holidays Limited on behalf of:……………………………… (trading as Eurocamp)

Full Name: Michelle Betley Jones……… Full Name:………………………………

Position: National Sales Manager Position: …………………………………

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Schedule 1

The following Mandated Agency Terms are applicable to Licensable Transactions

Agency Term 1

(a) By making available flight accommodation to Customers in the capacity of an agent for an ATOL holder, in accordance with ATOL Regulations 9, 10 and 12, the Agent is deemed to have agreed to the terms of this Agreement.

(b) The terms of this Agreement include the Mandated Agency Terms. The parties acknowledge that they cannot agree between them, whether in writing, by conduct or otherwise, any terms which contradict, or purport to contradict any of the Mandated Agency Terms.

(c) The Agent must keep a copy of this Agreement for the period it is in force and for 12 months after it expires or is terminated.

Agency Term 2.1

The Agent must comply with all the terms of ATOL Standard Term 1 as if they applied directly to the Agent. Any requirements in AST 1 to set out the ATOL holder’s name and number should be read as requirements to set out the Operator’s name and ATOL number.

Agency Term 2.2

The Agent must at all times identify the Operator as the selling and protecting ATOL holder on all publicity material (including websites and brochures) that identify any ATOL Protected Products which the Agent is holding out it can make available to Customers in the capacity of agent for the Operator.

Agency Term 2.3

If the Agent produces a receipt for money paid by a Customer in respect of any Booking with the Operator, the Agent must identify which part of that money is protected by the Operator’s ATOL and which, if any, is not.

Agency Term 3

(a) The Agent agrees, if required by the CAA, to report to the Operator the unique reference number of each ATOL Certificate supplied by it, along with the Operator’s corresponding reference number, where it acts as agent for the Operator and where the transaction with the Customer is a Flight-Only or a package.

(b) If requested to do so by the CAA at any time, and including after the Failure of the Operator, the Agent agrees to provide the information referred to in paragraph (a) of this Agency Term to the CAA.

Agency Term 4

The Agent will provide any information requested by the Operator which is necessary to enable the Operator to comply with ATOL Standard Terms or with any other term(s) of its ATOL.

Agency Term 5

(a) Any payment received by the Agent from Customers in respect of any Licensable Transaction is received and held by the Agent on behalf of and for the benefit of the Trustees of the Air Travel Trust but subject to the Agent’s right and obligation to make payment to the Operator providing the Operator has not Failed.

(b) In the event of the Failure of the Operator, the Agent confirms it will hold and continue to hold payments received from Customers as referred to in paragraph (a) of this Agency Term on behalf of the Trustees of the Air Travel Trust and without any right or obligation to pay the same to the Operator.

Agency Term 6

(a) Where the Agent makes available and confirms the Booking of a package in accordance with clause 7.3 as agent of the Operator, the Agent must obtain a confirmation from the Operator and pass it immediately to the Customer by the specified method. The confirmation must satisfy the requirements of AST 1.11. All references to confirmation in this Agency Term are to a document which satisfies such requirements.

(b) Where the Agent receives any revised confirmation from the Operator, it must immediately pass it to the Lead Customer by the specified method.

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(c) For the avoidance of doubt, the specified method means;-

(i) In the case of a person who is present, providing the confirmation to that person at the time such payment is made; or

(ii) In the case of a person who is not present, immediately sending to that person, the confirmation by e-mail or some equivalent electronic means; or

(iii) In the case of a person who makes a Booking by telephone, either the method specified in paragraph (c)(ii) above or immediately posting the confirmation to that person.

Agency Term 7

When accepting any payment in respect of any transaction for which the Agent would need an ATOL in order to enter into that transaction if the Agent were not the agent of the Operator, the Agent may only accept payment from Customers in accordance with ATOL Regulations.

Agency Term 8

Immediately upon the Failure of the Operator, the Agent agrees to provide the CAA with information on:

(i) money paid to it by Customers in respect of services forming part of a Licensable Transaction which the Operator was contracted to provide to those Customers after the date of the Failure of the Operator; and

(ii) the ATOL Certificate unique reference numbers issued by the Agent after 1st October 2012 (or earlier with the permission of the CAA) in respect of the Operator, in a form acceptable to the CAA.

Agency Term 9

The rights of the CAA and the Trustees of the Air Travel Trust to enforce any obligations under this Agreement on either party are not excluded. For the avoidance of doubt, they may be enforced by the CAA and the Trustees of the Air Travel Trust.

Agency Term 10

An agent is not permitted to appoint a sub-agent to perform its obligations as an agent of the principal ATOL holder on the agent’s behalf

Agency Term 11

If a new or revised schedule of agency terms is published by the CAA in its Official Record Series 3, those new or revised terms will immediately take effect as terms of the agency agreement between the Operator and the Agent.

Agency Term 12

If the Operator holder fails to comply with its obligations to a consumer and by reason thereof the agent incurs a liability or obligation to the Customer, the Agent shall be indemnified by the Operator against all consequences following from such a failure.

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Schedule 2

ATOL Standard Terms relevant to this Agreement

AST1.1 The ATOL holder must ensure that:

a) the name shown on its ATOL (or a trading name notified to the CAA), its ATOL Number and the ATOL Logo; or

b) the Statement

“All the flights and flight-inclusive holidays [in this brochure] [on this website – as appropriate] are financially protected by the ATOL scheme. When you pay you will supplied with an ATOL Certificate. Please ask for it and check to ensure that everything you booked (flights, hotels and other services) is listed on it. Please see our booking conditions for further information or for more information about financial protection and the ATOL Certificate go to: www.caa.co.uk/ATOLCertificate.”

is stated clearly on all publicity material (including websites and brochures).

AST1.2 If some products listed in publicity material (including websites and brochures) are not ATOL protected, then the following statement should be stated clearly on all publicity material:

“Many of the flights and flight-inclusive holidays [in this brochure] [on this website – as appropriate] are financially protected by the ATOL scheme. But ATOL protection does not apply to all holiday and travel services listed [in this brochure/on this website]. Please ask us to confirm what protection may apply to your booking. If you do not receive an ATOL Certificate then the booking will not be ATOL protected. If you do receive an ATOL Certificate but all the parts of your trip are not listed on it, those parts will not be ATOL protected. Please see our booking conditions for information or for more information about financial protection and the ATOL Certificate go to: www.atol.org.uk

AST1.3 ATOL holders that advertise ATOL protected products in broadcast media (television/radio/cinema etc.) must, unless the CAA agrees an alternative that achieves equivalent consumer clarity, ensure that the advert contains audible words “ATOL protected” and that the ATOL protected logo and ATOL number are shown during the broadcast.

AST1.4 The ATOL holder must ensure that, the consumer is appropriately advised, of:

(a) the ATOL holder’s name, or its trading named notified to the CAA; and

(b) the fact that the booking is authorised under the ATOL holder’s ATOL number and is protected under the ATOL scheme, as set out in the ATOL Certificate to be supplied,

immediately before it enters into a contract for a licensable transaction but after the consumer has chosen a flight and all other elements to be purchased. In this AST a consumer has chosen a flight when the date, origin, destination, time, airline operator (and flight number where known) of each flight have been determined.

AST1.5

The ATOL holder must ensure that:

a) the terms and conditions upon which the ATOL holder (or its agent or AB member on its behalf) enters into a licensable transaction;

b) the terms and conditions which the ATOL holder (or its agent or AB member on its behalf) holds out as terms upon which it will enter into a licensable transaction; and

c) any receipts or invoices supplied by the ATOL holder, its agent or its AB member for a licensable transaction;

each contain the ATOL holder’s name on their ATOL (or trading name notified to the CAA), ATOL Number and a statement in the following form:

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“Your Financial Protection. When you buy an ATOL protected flight or flight inclusive holiday from us you will receive an ATOL Certificate. This lists what is financially protected, where you can get information on what this means for you and who to contact if things go wrong.”

If an ATOL holder produces a receipt for money paid by a consumer the ATOL holder must identify which part of that money is protected by ATOL and which, if any, is not.

AST1.6 Where the information entered on an ATOL Certificate changes more than 72 hours before the consumer is due to depart from the UK, the ATOL holder must (and the ATOL holder must ensure its agents and AB members) supply a new ATOL Certificate containing the up to date information to the consumer and update the information on its business systems.

Where the information in (a) changes less than 72 hours before the consumer is due to travel the persons in (a) must update and record those changes on their business systems.

AST1.7A Where the ATOL holder has a contractual or statutory obligation (including as a Flight-Plus arranger) to provide a flight (and where applicable other travel services) to a consumer whether concluded direct or through an agent or AB member, the ATOL holder must ensure the terms of its agreement with its consumer require the consumer to accept and agree that, if the ATOL holder fails, services to be provided by the ATOL holder pursuant to a licensable transaction may be provided by another ATOL holder or the consumer may be required to claim a refund under the ATOL scheme by including in its terms of business with consumers the term that:

“We, or the suppliers identified on your ATOL Certificate, will provide you with the services listed on the ATOL Certificate (or a suitable alternative). In some cases, where neither we nor the supplier are able to do so for reasons of insolvency, an alternative ATOL holder may provide you with the services you have bought or a suitable alternative (at no extra cost to you). You agree to accept that in those circumstances the alternative ATOL holder will perform those obligations and you agree to pay any money outstanding to be paid by you under your contract to that alternative ATOL holder. However, you also agree that in some cases it will not be possible to appoint an alternative ATOL holder, in which case you will be entitled to make a claim under the ATOL scheme (or your credit card issuer where applicable).”

Prohibition on transferring obligations under agreements with consumers without agreement of the CAA

AST 1.7A2 Other than the clause required as set out in AST1.7A, the ATOL holder must not include a clause in its terms of its agreement with consumers that enables, or purports to enable, the ATOL holder to transfer its obligations to consumers in respect of a licensable transaction to another person (whether or not that person is an ATOL holder) without the prior agreement of the CAA.

Agreement with Consumers of assignment of consumer’s claim where consumer receives a benefit from the Air Travel Trust.

AST1.7B Where the ATOL holder has a contractual or statutory obligation (including as a Flight-Plus arranger) to provide a flight (and where applicable other travel services) to a consumer whether concluded direct or through an agent or AB member, the ATOL holder must ensure the terms of its agreement with its consumer require the consumer to accept and agree that, if the ATOL holder fails and the consumer receives a payment or benefit under the ATOL scheme, then receipt of such payment or benefit from the Trustees of the Air Travel Trust is in return for assignment absolutely of the consumer’s claim against the ATOL holder by including in its terms of business with consumers the term that:

“If we, or the suppliers identified on your ATOL certificate, are unable to provide the services listed (or a suitable alternative, through an alternative ATOL holder or otherwise) for reasons of insolvency, the Trustees of the Air Travel Trust may make a payment to (or confer a benefit on) you under the ATOL scheme. You agree that in return for such a payment or benefit you assign absolutely to those Trustees any claims which you have or may have arising out of or relating to the non-provision of the services, including any claim against us, the travel agent (or your credit card issuer where applicable).You also agree that any such claims may be re-assigned to another body, if that other body has paid sums you have claimed under the ATOL scheme.”

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AST1.11 An ATOL holder that sells a package (whether direct or via an agent or AB member) must produce a “Confirmation”. The Confirmation must contain

Lead name Flight times Flight numbers Departure and arrival airports Name of air carrier (i.e. airline) Name and location of accommodation Other ground arrangements e.g. car hire, transfer, tours, entrance tickets Total price of package The unique reference number of the relevant ATOL Certificate

Where an ATOL holder sells a package via an agent or AB member, whether or not that agent or AB member arranges a Flight-Plus incorporating that package, the ATOL holder must supply the Confirmation to the agent or AB member, who must supply it to the consumer.

The Confirmation must be sent to the consumer in order that it is received within 3 days of payment by the consumer being accepted.

AST1.12 If any of the information on the ‘Confirmation’ changes the ATOL holder must produce a revised Confirmation which must be received by the consumer as soon as possible. The Confirmation must make it clear that it is a revised Confirmation.

AST1.13 ATOL holders must ensure that it is a term of their agreement with their consumer that:

(a) money accepted by their agent or AB member from the consumer is held by that agent or AB member on behalf and for the benefit of the Trustees of the Air Travel Trust at all times, but subject to the agent or AB member’s obligations to pay it to the ATOL holder for so long as the ATOL holder does not fail: and

(b) if the ATOL holder fails, any money held at that time by the agent or AB member, or subsequently accepted from the consumer by their agent or AB member, is and continues to be held by that agent or AB member on behalf of and for the benefit of the Trustees of the Air Travel Trust without any obligation to pay that money to the principal ATOL holder.

………………………………………….. …………………………………………..

Signed by an authorised representative Signed by an authorised representativeon behalf of Greenbank Holidays Limited on behalf of: ……………………………….(trading as Eurocamp)

Full Name: Michelle Betley Jones……… Full Name:………………………………

Position: National Sales Manager Position: …………………………………

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