The Way by TFY is registered with the RNAVT 2515, with the VAT number PT50654039, located at Rua do Pólo Norte, n.º 18, 3.1., 1990-266 Lisbon – Portugal.


This document describes the General Terms and Conditions, when contracting services with The Way by TFY, through a Service Agreement (Agreement) between The Way by TFY (DMC), and the client (CLIENT).


The parties agree as follows:


1. RESPONSIBILITIES
Subject to the terms and conditions set forth in this Agreement, DMC shall provide the services specified in the proposal and subsequent schedules of services as signed by the Client. DMC will make payment to service providers, provided that the Client has paid DMC in accordance with this Agreement.


It is understood and agreed that DMC shall have the right on behalf of and in the name of Client to contract with third parties for necessary services, suppliers, equipment, or otherwise in the carrying out of duties and services outlined in this Agreement. In any actions undertaken for the Client, DMC’s liability is limited to that of an authorized agent.


2. CLIENT REQUESTED MODIFICATIONS

Subsequent to the date of this Agreement, it may be necessary for Client to make certain modifications to the Agreement then in effect. Client will advise DMC of any modifications or corrections to the Services by email or by phone. In such event, and upon receipt of Client’s requested modifications, DMC agrees to use its best efforts to accommodate the requested modifications of Client. In the event DMC is able to accommodate such requested modifications, DMC will notify Client of the change in price. In the event, DMC is unable to accommodate Client’s requested modifications, or in the event, Client does not approve the prices and terms set forth in the revised Addendum, Client and DMC shall continue to remain obligated to perform their respective obligations pursuant to this Agreement and pursuant to the revised Addendum then in effect.


3. TERMS OF PAYMENT

Total estimated client costs for the program are provided to the Client. Any additional Services costs incurred at the request of the Client shall be billed as outlined in subsequent revised schedules of service in accordance with the terms of this Agreement. All rates include a professional services fee and/or fees for accounting, supervision, and coordination unless otherwise noted.

 

1. Initial Payment
   A non-refundable initial payment will be required upon commencement of a written or oral agreement.
    
2. Payment Schedule
   Full payment Due until 30 days before the arrival date
    
3. Method of Payment
   Payment is to be made in Euros as agreed by both parties.

4. CANCELLATION OR INABILITY TO PERFORM BY CLIENT

In the event Client should cancel the Program, or DMC’s services, (other than as outlined in Force Majeure, Section 6) or other material breaches of this Agreement by the Client, or Client representative, both parties acknowledge that it would be difficult to ascertain the exact amount of damages that DMC may suffer due to lost revenue, staff time, and unrecoverable expenses. As such, in the event of cancellation of all or any part of Services by the Client, the parties agree to liquidate damages and agree that the formulas specified below are a reasonable attempt to calculate actual damages suffered by DMC and not a penalty. Client agrees to pay DMC as liquidated damages and not as a penalty, the actual direct costs, including labor costs expended or incurred by DMC and the charges of DMC’s vendors and suppliers, in connection with the cancelled Services, together with a cancellation fee for the canceled services, in the following amounts:
 

1. General Cancellation Policies:
   
   1. Services cancelled within the moment of reservation and 15 days of scheduled service are subject to a cancellation fee of the non-refundable deposit plus any non-refundable costs from suppliers
   
   2. Services cancelled within 14 days of scheduled service are subject to a cancellation fee of 30% of the total of the services.
   
   3. Services cancelled within 6 days of scheduled service are subject to a cancellation fee of 50% of the total of the services.
   
   4. Services cancelled within 48 hours of scheduled service or no-show are subject to a cancellation fee of 100% of the total of the services.
    
2. For all cancellations, it is understood and agreed by Client that DMC may retain any prepayments made by Client as payment toward any cancellation fee. All cancellations must be in writing to DMC and any cancellations payments still due must be paid to DMC within 7 days of cancellation.

5. CANCELLATION OR INABILITY TO PERFORM BY DMC
 

1. DMC will make every effort to conduct the program as described, however, reserves the right to make adjustments to programs without affecting their material nature or overall quality. Should situations beyond the control of DMC make changes necessary, DMC will work with Client on any such changes. DMC reserves the right to make equitable substitutions when necessary. Additionally, DMC will not be liable for any delays in performance due to causes beyond its control, including acts of third-party suppliers to the Program.
    
2. In the event DMC breaches its obligations under this agreement for any reason other than as defined in Force Majeure (Section 6), the DMC shall return to Client its payments in full (for complete nonperformance) or the full amount paid for that (or those) service(s) not provided (for partial nonperformance). In no event shall DMC be liable for incidental or consequential damages sustained by Client arising out of any claimed breach of this agreement.
    
3. It is the client’s responsibility to ensure that client does not behave in a way that is inappropriate or causes offense or danger to others or which risks damage to property belonging to others whilst on your holiday or using a service/product. If your behavior is inappropriate and/or causes offense, or damage to others (including to DMC staff), or risks damage to property belonging to others, the DMC and/or our Travel Suppliers, may cancel your booking, in which case our and our Travel Supplier's responsibility to you will cease immediately and you will not be eligible for any refunds, payments of compensation and/or any reimbursement of any cost or expenses you may incur as a result of such termination. Further, you will be liable to reimburse us for any expenses we incur as a result of such termination.

6. FORCE MAJEURE / TERMINATION / EXCUSE OF PERFORMANCE

Either party may terminate its performance obligations without liability to the extent its performance is affected by acts or occurrences beyond its control that makes it impossible to hold the Program or for DMC to provide the services specified herein.  The acts or occurrences that trigger the right of either party to terminate this Agreement under the terms of this section include, but are not limited to: acts of God, war, civil authority or government regulation (including advisories, quarantines, and curfews), natural disaster, fire, strikes or other labor disputes, curtailment or disruption of transportation, civil disorder, terrorism and responses thereto, an act or occurrence creating a significant risk to the participants’ health or safety (as determined by both parties), or affecting a party’s performance. This Agreement may be terminated without liability for any one of such reasons by written notice from one party to the other within ten (10) days from the Force Majeure act or occurrence. If the Program is scheduled for less than ten

1. days from the Force Majeure event, notice must be received in writing within twenty-four (24) hours of the Force Majeure event. Should this Agreement be terminated according to the terms in this Section, DMC will return to Client any payments previously paid by Client to DMC, less all of the following amounts which DMC shall be entitled to retain: any non-recoverable and other out-of-pocket costs DMC has paid or is obligated to pay to DMC’s vendors, suppliers, and subcontractors, and any costs (including labor) for which DMC has otherwise incurred an obligation to pay, as of the time of the Force Majeure Termination, so long as such direct and/or indirect costs are supported by reasonable documentation. DMC shall additionally not be liable for delays due to causes beyond its reasonable control.

 
7. LIABILITY AND INSURANCE
 

1. (1) DMC will be responsible for the acts or omissions of its employees and will indemnify, hold harmless and defend Client from and against any and all demands or asserted claims from third parties for damages to persons or property, or losses and liabilities, including reasonable attorney’s fees, arising solely out of DMC’s negligence or willful misconduct in connection its provision of services (as distinguished from the performance or omissions of third-party vendors) under this Agreement. Such indemnification of Client by DMC shall be effective unless such damage or injury results, in whole or in part, from the negligence or willful misconduct, acts or omissions of Client or its agents, in which case liability shall be apportioned between the parties. DMC shall not be liable to Client for any damages in excess of the amount paid by Client for Services performed hereunder.
    
2. DMC accepts no liability for the acts of any vendors. DMC requests each major vendor to agree to hold harmless, indemnify and defend Client from asserted claims or losses arising from the use of vendor’s service or product. “Major vendor” means vendors who supply services or products for transportation, catering, or site venues for the Client’s activities. If a specific major vendor will not agree to hold harmless, indemnify and defend Client, DMC will offer another vendor if Client so requests.
    
3. Regardless of the vendor used, Client hereby releases, covenants not to sue, and forever discharges DMC, and its owners and employees from any and all liability, claims, actions, and causes of actions whatsoever arising out of or related to any loss, damage or injury that may be sustained due to the alleged or actual acts or omissions of a vendor of products or services under this contract. Accordingly, Client agrees that it will look solely to the vendor for compensation for said losses, damages or injuries.
    
4. Client will be responsible for the acts or omissions of the service’s guests and will indemnify, defend and hold harmless DMC from and against any and all demands or asserted claims from third parties for damages to person’s or property, or losses and liabilities, including reasonable attorney’s fees arising solely out of or caused by the negligence or willful misconduct of Client or any guest or invitee of Client. Such indemnification of DMC by Client shall be effective unless such damage or injury results, in whole or in part, from the negligence or willful misconduct, acts or omissions of DMC, its agents, servants or employees (as distinguished from the performance or omissions of third-party vendors), in which case liability shall be apportioned between the parties.
    
5. Insurance: DMC agrees to carry Commercial General Liability (CGL) insurance as applicable, in at least the minimum amounts required by the Portuguese Law.
    
6. Liability for Property Damage: DMC strongly suggests the Client to have travel insurance with luggage cover, since DMC is not responsible for any issue of any nature that might happen to Client’s luggage or belongings along with the service. Client should always bring important documents with them.

8. ATTORNEYS’ FEES / GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the country in which DMC has its primary office, without reference to any choice of law doctrine. DMC and Client shall use their best efforts to settle any controversy, dispute, or claim arising out of or relating to this Agreement, its validity, interpretation, or breach thereof, by negotiation or mediation. If, after 30 days from the first written notice of a dispute the parties are not able to agree on any settlement, such controversy,  dispute or claim shall be settled by arbitration. Such shall be held in the country of DMC’s primary office. The arbitration shall be initiated by either Party delivering to the other a written notice of intention to arbitrate.