TERMS & CONDITIONS
VERSION: 2025-06-01
1 DEFINITIONS
1.1 These Terms and Conditions (hereafter “Terms”).
1.2 Key definitions used throughout these Terms are provided for clarity.: "Services", "Client", "Huddle", "SOW", “Agreement”, "Event", "Deliverables", “Engagement Period”, "Force Majeure", "Conditions of Carriage", “Confidential Information”, “Data Protection Laws”, “Privacy Policy” and "Activities".
1.3 Any definitions given in any provision of these Terms shall have the meanings given to them in the relevant provision, and the following key definitions have the following meanings:
1.4 “Agreement” refers to the Client specific contract that covers the Statement of Work outlining all Deliverables, Timelines and Commitments between the Service Provider and the Client for the Fees outlined in the Payment Schedule
1.5 “Client” and “You” means the company defined in Key Terms of the Agreement.
1.6 “Participants” refers to every person of the Client, employee or otherwise such as partners, spouses, legal dependents or minors that are part of any Services, Activities or Events arranged as part of the SOW.
1.7 “Huddle” and “Service Provider” means the entity with which the Client has entered into a contract which refers to Gather No Moss Creative Limited trading as Huddle Offsites with Company number 756890 and registered address at Work Hub, 77 Camden Street, Dublin, D02 XE80, Ireland, covering also its subsidiaries, affiliates, and related companies including, but not limited to, Huddle Offsites, and their respective directors, officers, employees, subcontractors, suppliers, agents, guides, volunteers, independent contractors, representatives, owners, insurers, successors, and assigns.
1.8 “Services” means the specific consulting, management and, planning services as well as the event management, delivery and
1.9 “Activities” include but is not limited to: hiking, cycling, horse-riding, canyoneering, caving, hot air balloon rides, mountain biking, acrobatics, white water rafting, travel in boats, jet boats, speed boats, sailing, swimming, surfing, paragliding, travel in public and private vehicles to and from activities.
1.10 “Event” means a Huddle Offsite.
1.11 “SOW” means the Statement of Work outlined in the Client’s Agreement which forms the binding contract of specific Deliverables related to the Event.
1.12 “Deliverables” are the specifics that Huddle Offsites listed in the SOW in the Agreement to provide for the Client.
1.13 “Engagement Period” means the time from the effective date of the Agreement being concluded through the provision of all the Services listed in the SOW and may be extended with any further Agreements and/or SOW.
1.14 “Carrier” means the owner and/or any charterer and/or operator and/or manager of the Vessel or Vehicle or any other person, to the extent that it acts as carrier or performing carrier.
1.15 “Luggage” includes all property brought on board the vessel or vehicle by a passenger.
1.16 “Ticket” means this entire document including all Terms and Conditions of Carriage for Client and Participants joining Services that include Activities and Events and may involve Carriers, Vessels or Vehicles which may include Luggage.
1.17 “Vessel” means the ship or aircraft named in the ticket or substituted for the journey.
1.18 “Vehicle” means the car, transport or bus named in the ticket or substituted for the journey.
1.19 “Background Materials” means all documents, information, items and materials which existed prior to the date of the SOW or were not created for the purposes of the Project.
1.20 “Foreground Materials” means all documents, data, information, items and materials created or developed by Huddle specifically and exclusively for the Client in the course of carrying out the Services and which are incorporated into any Deliverables.
1.21 “Client Materials” means all documents, information, items and materials in any form (whether owned by the Client or a third party), which are provided by the Client to Huddle in connection with the Services.
1.22 “Confidential Information” means any information concerning a party’s business, its business plans, know-how, pricing, customers, clients or associated companies or otherwise that is disclosed in circumstances of confidentiality or that the other party ought reasonably to have understood to be confidential.
1.23 “Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including: (i) the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”); (ii) the Data Protection Act 2018 (DPA 2018); (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); (iv) all associated codes of practice and other binding guidance issued by any supervisory authority or regulator; and (v) all other national legislation implementing or supplementing any of the foregoing, all as amended, re-enacted and/or replaced and in force from time to time, and the terms “personal data”, “data controller”, “data processor”, “data subject”, “process”, “processing”, “personal data breach”, and “supervisory authority” shall have the same meaning as in the Data Protection Law;
1.24 “Force Majeure Event” any event deemed by the Service Provider to be outside the reasonable control of a party, even if foreseeable.
1.25 “Conditions of Carriage” govern the relationship, responsibilities and liabilities and are binding between all Participants of the Client and the Service Provider including but not limited to all associated Carriers.
1.26 “Working Day” means a day (other than Saturday or Sunday) on which the clearing banks in the City of London are open for business.
1.27 “Intellectual Property Rights” means the following rights, wherever in the world enforceable including all reversions and renewals: (i) any patents including any applications for the same; (ii) any trade marks (whether or not registered) including any applications for registration; (iii) inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration; (iv) copyright or design rights; (v) database rights; (vi) any goodwill in any trade or service name, trading style or get-up; and (vii) any and all other intellectual property or proprietary rights.
1.28 “Third Party Materials” means any materials incorporated in Foreground Materials, the Intellectual Property Rights in which are owned by a third party.
2 UPHOLDING SERVICES AND STANDARDS
2.1 SERVICES
2.1.1 Services are detailed in each SOW, which forms part of the Agreement.
2.1.2 Huddle shall provide the Services with reasonable skill and care, using suitably qualified personnel, in accordance with the SOW. Huddle shall use reasonable efforts to meet any agreed timeline for the Services.
2.1.3 Huddle may use subcontractors and third parties for elements of delivery (e.g., transport, facilitators, activity providers etc). Responsibility for these providers is limited to reasonable due diligence.
2.1.4 Deliverables must be reviewed by the Client for approval in accordance with agreed timelines.
2.2 FEES & INVOICING
2.2.1 Pricing is exclusive of VAT or applicable sales taxes unless otherwise stated.
2.2.2 Fee schedules include an initial deposit, milestone payments, and a final payment (usually due one month before the event).
2.2.3 Invoices are due within 14 days. Huddle reserves the right to pause work or cancel agreements if payments are late.
2.2.4 Late payment of invoices is charged at 1% of the total fees outlined in the SOW for every 14 days over the payment deadline.
2.2.5 Payments received in any currency other than EUR, even if to a designated Huddle account held in a currency other than EUR, will have a 0.95% transaction fee unless otherwise stated.
2.2.6 In the event of cancellation by the Client, the Client will pay for all Services rendered and third-party costs incurred up to the date of cancellation.
2.3 LIABILITY
2.3.1 Huddle is not liable for the acts or omissions of independent contractors or suppliers (e.g., venues, facilitators, coaches, transport providers)
2.3.2 Nothing in this Agreement shall exclude or limit either party’s liability for fraud or for death or personal injury arising from its negligence, or for any other liability which cannot be excluded as a matter of law. Subject to this, our liability to you is limited to the total fees (excluding third party costs and expenses) actually received by us under the relevant Statement of Work in the 12 month period immediately prior to the event giving rise to liability, and we shall not be liable for any of the following categories of loss, irrespective of how they arise and whether or not they are foreseeable, caused by tort (including negligence), breach of Agreement or otherwise:
2.3.2.1 any liability for any loss of actual or anticipated income or profits, loss of contracts, loss of reputation or goodwill, loss of revenues or loss of corruption to data; or
2.3.2.2 any special, indirect or consequential loss or damage of any kind.
2.3.3 This Agreement states the full extent of our obligations and liabilities in respect of the Services and the Activity. Any condition, warranty, representation or other term concerning our work and/or the performance of the Services which might otherwise be implied into or incorporated into the Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law and we offer no guarantees in respect of the following matters that are not within our control:
2.3.3.1 the accuracy of, or reliance placed on, estimates or targets as to the number, proportion or type of people likely to be exposed to any Activity, the number of exposures each person is likely to receive, or the cost of achieving such exposures;
2.3.3.2 the accuracy of any research results, forecasts or marketplace effectiveness of any Activity;
2.3.3.3 the use or interpretation of, or reliance on, survey and ratings data, and data supplied by third parties; or
2.3.3.4 the implementation by you of any business strategy based on reports or information provided to you by us.
2.3.4 By accepting this Agreement the Client and all Participants indicate your acceptance of the Service Provider’s Conditions of Carriage (§5).
2.4 INSURANCE
2.4.1 Clients are responsible for adequate insurance to cover event risks, including cancellation, liability, travel interruption, and property damage.
2.4.2 Clients and Participants are jointly and severely liable for adequate medical insurance to cover travel and events taking place in the Location and as part of a work offsite.
2.4.3 Clients and Participants acknowledge that they must have travel insurance with a minimum medical, evacuation and repatriation coverage of USD$200,000 covering all applicable dates and locations. This insurance must cover personal injury and emergency medical expenses.
2.4.4 Huddle will maintain public liability and professional indemnity insurance.
2.5 FORCE MAJEURE
2.5.1 Neither party is liable for failure or delay due to events beyond reasonable control, including acts of God, severe weather, natural disasters, strikes, pandemics, government actions, war, mechanical strikes or transportation disruptions.
2.5.2 In such cases, both parties will cooperate to reschedule services or minimise disruption.
2.5.3 Refunds, if any, will be based on actual costs avoided or recoverable.
2.5.4 You will also pay us a reasonable fee in respect of Services carried out by us up to the date of any postponement or cancellation, and in the case of postponement, our remaining fee shall be payable in full once the Activity resumes.
2.5.5 If the Force Majeure Event continues for more than 60 consecutive days: (a) any postponed Activity which has not resumed shall be treated as cancelled; and (b) either party may terminate the Agreement with immediate effect by giving written notice to the other party.
2.6 TERMINATION
2.6.1 The Agreement may be terminated by either party without prejudice to its other rights by immediate notice in writing in the event of:
2.6.1.1 a material breach by the other party of its obligations under the Agreement (including payment obligations), provided that in the case of a breach capable of remedy, the party not in breach has given the other party not less than fifteen Working Days’ notice to remedy the breach and the other party has not done so; or
2.6.1.2 the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver, administrator or administrative receiver appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt; or ceasing or threatening to cease to carry on business; or any event occurring, or proceeding being taken in any jurisdiction that has an effect equivalent or similar to any of the events referred to in this clause.
2.6.2 All of the parties’ rights and obligations under the Agreement shall remain in full force and effect during any applicable notice period, including your obligation to pay our fees and any approved third party costs and expenses in full, even if you ask us to stop work early.
2.6.3 All Statements of Work will terminate automatically on termination of the Agreement, but termination of one Statement of Work will not affect the Agreement or any other Statement of Work.
2.7 JURISDICTION
2.7.1 This agreement is governed by and construed under the laws of Ireland.
2.7.2 Any claim, dispute or difference which may arise out of or in connection with this Agreement or the breach, termination, validity or subject matter of it shall be subject to the exclusive jurisdiction of the Courts of Dublin, save in respect of the enforcement of any debt or judgment, where such jurisdiction shall be non-exclusive. Notice of any dispute or legal proceedings may not be served by email.
3 SPIRIT OF COOPERATION AND PARTNERSHIP
3.1 CHANGES, DELAYS, CANCELLATIONS
3.1.1 Adjustments requested by the Client must be mutually agreed and documented. These may alter some or all elements of the SOW including but not limited to budget, schedule, timelines, costs and deliverables.
3.1.2 Huddle is not responsible for delays or failures due to Client delays (e.g., slow approvals, late payments).
3.1.3 Cancellations incur costs based on unrecoverable expenses, including venue deposits, third-party fees, and Huddle planning time (charged at standard day rates: 900 EUR).
3.1.4 A Force Majeure event (see Section 2.5) may allow cancellation or postponement without liability.
3.2 INTELLECTUAL PROPERTY
3.2.1 Provided that we have received payment in full from you of all fees and other costs and expenses due to us, and subject to our rights and those of third parties as set out below, we hereby assign to you by way of present and future assignment of present and future rights, all Intellectual Property Rights in the Foreground Materials that we own and that are capable of assignment.
3.2.2 Ownership of Third Party Materials remains with the relevant third party. We will notify you if we intend to use any Third Party Materials for the Activity and, subject to your approval to the terms of use of such Third Party Materials, we will use reasonable efforts to obtain appropriate licences and consents at your pre-agreed cost to enable you to use the Third Party Materials for the purposes described in the Statement of Work or on such terms as you may otherwise approve. In the event that you, or any of your affiliates or any third party under your/their control or acting on your/their behalf, uses such Third Party Materials outside the licence terms that you have approved, you will be responsible and liable for any fees, charges, interest or penalties payable in respect of such use and you shall indemnify us against any loss, damages, costs or compensation in respect of any claims made against us in respect of such unauthorised use.
3.2.3 We retain all rights, title and interest in our Background Rights. You may use our Background Rights for the specifics set out in the Statement of Work, but you will not use our Background Rights for any other purpose or activity without our prior written consent, or resell them or disclose them to any of our competitors. In the event of non-payment of any amount due to us under this Agreement, or termination of this Agreement for any reason, this licence shall terminate immediately.
3.2.4 Any and all materials which are not in final form or are otherwise unused or unpublished, together with strategic plans and ideas prepared by us, shall remain our Intellectual Property Rights and our Confidential Information, and shall not be used by you without our prior written consent, even if they are in your possession (including without limitation any materials prepared for you, which you reject or which you have not paid for).
3.2.5 We shall:
3.2.5.1 be able during and after the Engagement Period to use any materials created by us for you and refer to work done by us for you the purpose of promoting our business; and
3.2.5.2 retain all know how obtained in connection with providing our services and nothing in this Agreement shall prevent us from using any know how, methodologies, strategic data, ideas or concepts acquired by us before or during the performance of our services for any purpose, subject always to our obligation of confidentiality to you under clause 3.5..
3.2.6 The Client grants Huddle a licence to use the Client Materials solely to perform the Services.
3.2.7 Huddle may refer to the Client’s name and logo in marketing materials, subject to the Client’s consent (not to be unreasonably withheld).
3.3 IMAGES AND MARKETING
3.3.1 You as Client and all Participants agree that, while participating in any aspect of this Agreement or SOW that, images, photos or videos may be taken by other participants, the Service Provider or its representatives that may contain or feature you. You consent to any such pictures being taken and grants a perpetual, royalty-free, worldwide, irrevocable license to the Service Provider, its contractors, sub-contractors and assigns, to reproduce for any purpose whatsoever (including marketing, promotions and the creation of promotional materials by or with sub-licensees), in any medium whatsoever, whether currently known or hereinafter devised, without any further obligation or compensation payable to you.
3.4 PRIVACY POLICY
3.4.1 The Client and Participants understand and accept that the Service Provider must collect the personal information of the Client and Participants to deliver the SOW and any products or services booked.
3.4.2 The Service Provider collects, uses and discloses only that information reasonably required to enable the Service Provider and its Third Party Suppliers to provide the particular products and/or services that you have requested as described in the Service Provider’s Privacy Policy, which can be accessed any time at http://www.huddleoffsites.com/privacy/ and is expressly incorporated into these Terms.
3.4.3 By submitting any personal information to the Service Provider, you as Client and as Participants indicate your acceptance of the Service Provider’s Privacy Policy.
3.5 CONFIDENTIALITY
3.5.1 Neither you nor we shall, during or after the Engagement Period, disclose the other party’s Confidential Information to any third party without the other party's prior written permission. Confidentiality obligations survive the end of the agreement.
3.5.2 For the avoidance of doubt, the restrictions in clause 3.5.1 shall not prevent:
3.5.2.1 the disclosure or use of Confidential Information in the proper performance of our Services;
3.5.2.2 the disclosure of Confidential Information if required by law; or
3.5.2.3 the disclosure of Confidential Information which has come into the public domain otherwise than through unauthorised disclosure.
3.5.3 You acknowledge that nothing in the Agreement or Terms shall affect our right to use as we see fit any general marketing or advertising intelligence or other data gained or collected by or made available to us in connection with the Services in our business in order to develop and enhance our products and services for the collective benefit of all of our clients (including in connection with the Background Materials and to enable us to carry out sector-specific performance benchmarking), provided that in doing so, we do not disclose any data to any third party in any way which which may identify you.
3.6 DATA PROTECTION
3.6.1 Huddle is committed to protecting personal data in line with the requirements of all relevant Data Protection Laws in force from time to time.
3.6.2 We collect, store, and process only what is necessary for service delivery, coordination, and compliance.
3.6.3 Data subjects may request access, rectification, or erasure of their data at any time.
3.7 SEVERABILITY
3.7.1 If any provision of these Terms is so broad as to be unenforceable, such provision will be interpreted to be only so broad as is enforceable. The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
3.8 AMENDMENTS
3.8.1 The Service Provider reserves the right to update or alter these Terms at any time, and will post the amended Terms on the Service Providers’s website at huddleoffsites.com/terms-conditions/.
3.8.2 Any amendment will take effect 10 days after being posted to the Service Provider’s website. An up to date copy of these Terms, as amended, may be accessed at any time on the Service Provider’s website and will be sent to you upon written request to the Service Provider.
3.8.3 You as Client and Participants are deemed to have accepted any amendments to the Terms and Conditions on the date that is 10 days after their posting on the Service Provider’s website. The Service Provider recommends that you refer to the Terms throughout to familiarise yourself with the most up-to-date version available.
3.9 INTERPRETATION
3.9.1 Invalid provisions are severable. Singular/plural and gender references apply interchangeably.
3.9.2 In these Terms (except where the context otherwise requires) headings are included for convenience only and shall not affect the interpretation of these Terms or any Agreement, the words “include” and “including” shall be construed without limitation.
3.9.3 References to any statute or statutory provision include a reference to that statute or statutory provision as from time to time amended, extended, re-enacted, replaced or superseded and to any subordinate legislation made from time to time under that provision.
4 GENERAL
4.1 Any notice required under these Terms must be in writing (excluding email) and given by hand or by post to the address given in these terms (or other address notified) for the relevant party. Any notice sent by post or courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 72 hours after dispatch. Any notice sent by hand shall be deemed to have been delivered on the first Working Day following its dispatch.
4.2 These Terms alongside the Agreement contain all that is agreed between the parties defined as Client and Service Provider and supersedes all previous agreements and undertakings between us, whether oral or written. No purchase order or other text which purports to modify or supplement the specifics of the Terms shall add to or vary the specifics of the Terms. Any purchase orders issued by you to us shall be dealt with by us for invoicing purposes only.
4.3 Except as expressly set out in these Terms, neither party shall assign (other than to an acquirer of all or substantially all of either party’s business or assets), transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed, provided always that the Service Provider shall be entitled to sub-contract such elements of the Services as it may deem necessary from time to time.
4.4 A person who is not a party to the Agreement or a permitted assign specified in the Agreement under Agreed Parties or Statement of Work has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms or the specifics of any Agreement.
4.5 The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to these Terms shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
5 CONDITIONS OF CARRIAGE
5.1 These Conditions of Carriage govern the relationship, responsibilities and liabilities and are binding between all Participants of the Client and the Service Provider including but not limited to all associated Carriers. They affect legal your legal rights to sue, governing law, forum and jurisdiction and contain certain limitations of liability, including limitations respecting injury to or death of Participants and loss of or damage to luggage. By accepting and using this Ticket, all participants all Participants and the Client agree to the Conditions of Carriage and you will waive certain legal rights, accepting to be bound by all contained herein.
5.2 ACTIVITIES
5.2.1 Participants understand and accept that the physical exertion required to participate in the Activities can activate or aggravate pre-existing injuries, conditions, or congenital defects.
5.2.2 Participants understand and accept that they should seek medical advice if I know or suspect that my physical condition may be incompatible with the Activities.
5.2.3 Participants understand and accept that they are required to wear approved safety equipment while participating in certain Activities. Participants also understand and accept that there are guides and instructors available to answer any questions I may have as to the proper use of any equipment.
5.3 ASSUMPTION OF RISKS
5.3.1 Participants understand and accept that the Activities involve many risks, dangers and hazards which may include but are not limited to:
5.3.1.1.1 personal injury and/or death;
5.3.1.1.2 changing weather conditions;
5.3.1.1.3 interactions or encounters with wildlife;
5.3.1.1.4 equipment malfunctions
5.3.1.1.5 negligence of other participants or guides;
5.3.1.1.6 negligence on the part of the Huddle, including failure to safeguard or protect from the risks or dangers of the Activities;
5.3.1.1.7 consumption of alcohol;
5.3.1.1.8 collisions with vehicles, equipment, or structures;
5.4 ALCOHOL AND ILLEGAL SUBSTANCES
5.4.1 Participants understand and accept that if they use, consume, or are under the influence of alcohol or illegal drugs prior to or while engaging in the Activities, that they assume and accept all risks, dangers and hazards that may result from this including the possibility of personal injury, death, property damage and loss, even in the event of negligence or fault by Huddle or third parties, and will indemnify Huddle from any and all liability for any damage to property or personal injury to any third party, resulting from my participation in the Activities, while, during, or after consumption of illegal drugs or alcohol.
5.5 RELEASE OF LIABILITY, WAIVER OF CLAIMS, AND INDEMNITY AGREEMENT
5.5.1 Participants understand that in consideration of Huddle allowing you to join in the Activities that they accept in the event that the Participant, or their next of kin, suffer any loss, damage, expense, or injury from the Participant’s participation in the Activities including those caused by the risks specifically outlined in this Conditions of Carriage, that the Participant and the Client agrees to waive any and all claims that the Participant has or may have in the future against Huddle and to release Huddle from any and all liability; to hold harmless and indemnify Huddle from any and all liability for damage to property or personal injury to any third party resulting from my participation in the Activities.
5.5.2 This Conditions of Carriage shall be effective and binding upon the heirs, next of kin, executors, administrators, assigns, and representatives of the Participant, in the event of the death or incapacity of the Participant.
5.6 NO GENERAL AVERAGE
5.6.1 No general average contribution applies to Participants.
5.7 NO EMOTIONAL DAMAGES
5.7.1 Service Provider is not liable for emotional distress.
5.8 LAW AND JURISDICTION
5.8.1 This Agreement and any rights, duties, and obligations as between the parties to this agreement shall be governed by and interpreted solely in accordance with the laws of the County of Dublin and no other jurisdiction.
5.8.2 Any litigation involving the parties to this Conditions of Carriage shall be brought solely within the Courts of Dublin, Ireland and shall be within the exclusive jurisdiction of the Courts of the County of Dublin.
5.9 WARRANTIES / CONSEQUENTIAL DAMAGES EXCLUDED
5.9.1 No warranties are given. Service Provider is not liable for indirect or special damages.
[ENDS]