TERMS & CONDITIONS
1 DEFINITIONS
1.1 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:
“Agreement” means the contract entered into between Huddle and the Client incorporating these Terms.
“Client” means the entity entering into the Agreement.
“Huddle” means Gather No Moss Creative Limited trading as Huddle Offsites.
“Participants” means any individuals attending or participating in the Event on behalf of the Client, including any spouses, partners, or legal dependents.
“Services” means the design, planning, coordination, and delivery of the Event by Huddle.
“Event” means the offsite or retreat organised by Huddle under the Agreement.
“Engagement Period” means the period from the Effective Date until completion of the Services.
“Client Materials” means all documents, information, and items in any form, which are provided by the Client to Huddle in connection with the Services.
“Confidential Information” means any information concerning a party’s business, its business plans, or know-how that is disclosed in circumstances of confidentiality or that the other party ought reasonably to have understood to be confidential.
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in Ireland and the European Union.
“Force Majeure Event” means an event or circumstance beyond the reasonable control of the affected party which prevents or materially delays the performance of its obligations, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, governmental actions, strikes, or transportation disruptions.
“Conditions of Carriage” means the terms governing responsibilities, conduct, and liability in connection with participation in Activities and certain Event components involving third-party suppliers.
2 UPHOLDING SERVICES AND STANDARDS
2.1 SERVICES
2.1.1 Huddle shall provide the Services with reasonable skill and care in accordance with the Agreement.
2.1.2 The scope of the Services may evolve during the Engagement Period in response to Client requirements or requests, supplier availability, and other practical considerations.
2.1.3 Huddle may engage third-party suppliers to deliver elements of the Event. Huddle shall exercise reasonable care in selecting such suppliers but shall not be responsible for their acts or omissions.
2.1.4 All third-party supplier costs, commitments, and cancellation terms shall be the responsibility of the Client. Huddle does not guarantee supplier availability, flexibility, or the recoverability of any payments made to third parties.
2.2 PRICING & PAYMENT
2.2.1 The Estimated Cost and payment schedule are set out in the Agreement.
2.2.2 All amounts are exclusive of VAT or applicable taxes unless otherwise stated.
2.2.3 Invoices are due within 5 working days or before the relevant payable date specified in the Agreement, whichever is the latest.
2.2.4 Huddle shall have no obligation to confirm bookings, secure suppliers, or continue Services where payments are not received when due, and reserves the right to release availability, cancel provisional arrangements, suspend Services, or terminate the Agreement if payments remain overdue.
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 is limited to the total amounts paid by the Client to Huddle under the Agreement (excluding third-party costs and expenses).
2.3.3 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:
2.3.3.1 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
2.3.3.2 any special, indirect or consequential loss or damage of any kind.
2.3.4 By accepting this Agreement, the Client acknowledges that Conditions of Carriage apply and shall ensure that Participants comply with any applicable requirements in connection with the Event.
2.3.5 The Client shall indemnify and keep indemnified Huddle, its officers, employees, contractors, and agents against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal costs) arising out of or in connection with any claim brought by a Participant and any act or omission by the Client or a Participant, except to the extent that such claim arises directly from Huddle’s negligence or any liability which cannot be excluded or limited as a matter of law.
2.4 INSURANCE
2.4.1 The Client is responsible for ensuring that it and, where applicable, the Participants maintain adequate insurance in connection with the Event, including cancellation, liability, travel interruption, medical, and property damage cover as appropriate.
2.4.2 Huddle maintains appropriate event organiser liability insurance where required by law.
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 minimise disruption, including rescheduling where appropriate.
2.5.3 Refunds, if any, will be based on actual costs recoverable. The Client shall also pay a reasonable fee in respect of Services carried out by Huddle up to the date of any postponement or cancellation.
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, provided that in the case of a breach capable of remedy, the party not in breach has given the other party not less than five working days notice to remedy the breach; or
2.6.1.2 the other party becomes insolvent, enters into liquidation or administration, ceases or threatens to cease carrying on business, or is subject to any analogous event or proceeding in any jurisdiction.
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 all amounts due under the Agreement.
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.
3 SPIRIT OF COOPERATION AND PARTNERSHIP
3.1 CLIENT OBLIGATIONS
3.1.1 The Client shall nominate a main point of contact with full authority to bind the Client in relation to decisions, approvals, and instructions, and that person shall provide such decisions, approvals, and instructions in a timely manner as reasonably required for Huddle to deliver the Services.
3.1.2 The Client acknowledges that delays in providing decisions, approvals, instructions, information, or payments may result in increased costs, loss of availability, or changes to the Event, for which the Client shall be responsible.
3.1.3 The Client shall not engage directly with suppliers introduced by Huddle in a manner that circumvents Huddle’s role without prior written agreement. Any such engagement may result in additional fees and/or termination of Huddle’s involvement without liability.
3.1.4 The Client shall ensure that all information provided to Huddle is accurate and complete and shall promptly notify Huddle of any changes that may impact delivery.
3.1.5 Where the Client fails to meet its obligations under this clause, Huddle reserves the right to pause Services, revise timelines, pricing, and delivery arrangements, or treat the Event as cancelled where continued delay or non-compliance materially impacts delivery.
3.2 CHANGES, DELAYS, POSTPONEMENTS, AND CANCELLATIONS
3.2.1 Adjustments requested by the Client must be mutually agreed and documented. These may alter some or all elements of the scope including but not limited to budget, schedule, timelines, costs and deliverables.
3.2.2 Changes, delays, postponements, and cancellations incur costs based on unrecoverable third-party expenses and Huddle time reasonably incurred in connection with the Services, charged at Huddle’s prevailing standard rates of €450 per day.
3.2.3 Huddle shall not be required to take any action in relation to cancellation, postponement, or rescheduling of any Event unless it has received clear written instruction from the Client, and shall not be liable for any consequences arising from delay or ambiguity in such instruction.
3.2.4 All costs incurred up to the date of any change, delay, postponement, or cancellation, including third-party costs and Huddle time, remain payable. Where prior Client payments do not cover such costs, Huddle shall be entitled to recover the balance.
3.2.5 Any request to postpone or reschedule an Event shall be treated as a cancellation of the original booking and the creation of a new booking, unless otherwise agreed in writing. Any transfer of value to a rescheduled Event shall be subject to third-party supplier terms and is not guaranteed.
3.2.6 Any change to Event dates, scope, structure, or delivery model may require repricing and revised agreed terms. Huddle reserves the right to update fees and terms accordingly.
3.3 INTELLECTUAL PROPERTY
3.3.1 Huddle retains ownership of all materials, methodologies, templates, know-how, and other intellectual property owned or developed by Huddle before or during the provision of the Services, except to the extent expressly created for the Client and paid for in full.
3.3.2 Subject to payment in full of all amounts due under the Agreement, the Client may use any final materials delivered by Huddle for the Client’s internal business purposes in connection with the Event.
3.3.3 The Client grants Huddle a non-exclusive licence to use any Client Materials provided to Huddle solely for the purpose of performing the Services.
3.4 IMAGES AND MARKETING
3.4.1 The Client acknowledges and agrees that, during participation in the Services, images, photographs or video recordings may be taken by Huddle, its representatives, or contractors which may include Participants. The Client, on its own behalf and on behalf of Participants, consents to such images being captured and grants Huddle a perpetual, worldwide, royalty-free licence to use and reproduce such images for the purpose of promoting Huddle’s business, including in marketing and promotional materials, without further approval or compensation, provided that such use is not misleading or defamatory.
3.5 PRIVACY POLICY
3.5.1 Huddle may collect, use, and disclose personal data only as reasonably required to deliver the Event and in accordance with applicable Data Protection Laws.
3.6 CONFIDENTIALITY
3.6.1 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.
3.7 AMENDMENTS
3.7.1 The Service Provider may update or amend these Terms from time to time. Any amended Terms shall apply only to Agreements entered into after the effective date of such amendment, unless otherwise expressly agreed in writing by both parties.
3.7.2 The version of the Terms in force at the effective date of the relevant Agreement shall apply for the duration of that Agreement.
4. GENERAL
4.1 Any notice required under these Terms must be in writing and may be given by email, post, or courier.
4.2 These Terms together with the Agreement constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether oral or written.
4.3 In the event of any inconsistency between the Agreement and these Terms, the Agreement shall prevail.
5 CONDITIONS OF CARRIAGE
5.1 These Conditions of Carriage govern responsibilities, conduct, and liability in connection with participation in Activities and certain Event components involving third-party suppliers.
5.2 The Client acknowledges, on its own behalf and on behalf of Participants, that participation in Activities may involve inherent risks, including personal injury, illness, property damage, or death. Participants are responsible for assessing their own suitability to participate and for complying with all safety instructions, eligibility requirements, and guidance provided by Huddle or third-party suppliers.
5.3 The Client shall ensure that Participants behave responsibly and comply with all applicable laws, regulations, and instructions. Huddle reserves the right to remove or exclude any Participant from Activities or the Event where their behaviour poses a risk to themselves, others, or the delivery of the Event, without liability.
5.4 Participants must not participate in Activities while under the influence of alcohol or illegal substances where doing so would pose a safety risk. The Client shall be responsible for any loss, damage, or liability arising from such conduct.
5.5 To the fullest extent permitted by law, the Client agrees that participation in Activities is at the Participant’s own risk. The Client shall indemnify and hold harmless Huddle from any claims, losses, damages, or liabilities arising from participation in Activities or any act or omission of the Client or Participants, except to the extent caused by Huddle’s negligence or any liability which cannot be excluded by law.
[ENDS]
VERSION: 24 MARCH 20264.5