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The Hilse Programmes Agreement

This Agreement (the "Agreement") is made and entered into as of (the "Effective Date") by and between

BETWEEN

The Hilse Ltd, a company duly registered at Company House with Registration no. 10435152 and registered office at Malvern House Malvern Road, Hill Brow, Liss, Hampshire, United Kingdom, GU33 7PY and trading under the name "The Hilse" (the “Company”).

AND

Mr or Ms of , n. , cap (“the “Client”) as Parent or legal guardian of (the “Child”).

(jointly “the Parties”)

AGREED TERMS

Definitions / Expressions
- As used herein, each gender shall include all genders, and the singular shall include the plural and the plural the singular as the context shall require.
- “Activities” means the activities listed under Schedule 2.
- “Agreement” means this agreement.
- “Arrival Airport” means Gatwick Airport.
- “Arrival Date” means the date indicated under section 2.1.
- “Child” means the son/s or daughter/s or others under the guardianship of the Client.
- “Client” means the Client.
- “Departure Date” means the date indicated under section 2.1.
- “Discounts” means the discounts set forth under Schedule 8.
- “Disciplinary Policy” means the policy set forth under Schedule 9.
- “Dichiarazione di Accompagnamento” means the document that allows the Student under the age of fourteen (14) years to travel with a person other than the Client, to be obtained from the central police station.
- “Enrolment Form” means the form that must be filled in by the Client during the enrolment procedure. The Enrolment Form is part of this Agreement.
- “Fee” means the fee set forth under Clause 3.
- “Host Family” Means the Family that will host the Child.
- “Host Family Check” means the assessment of the family at their home conducted by the Company.
- “Internship Programme” means professional courses and work experience in our English-speaking work environment and is available to 14 - 18 year old Student. The offer includes the following options:

tourism and business internship where Student/s learn to work in The Company office, organise tourist activities and write/telephone The Company contacts;
photography internship where Student/s engage with techniques and jargon for photography and produce pictures for their own portfolio and for The Company’s website;
tourism and journalism internship in which Student/s learn to carry out qualitative research with interviews and observation and write a report of their findings.
- “Language Programme” and or “Programme” mean one of the language and cultural exchange programme e.g., “Shadowing Programme” and “Internship Programme”.
- “Partner School” means one of the schools where Student/s attend.
- “Programme Events” means activities organised by the Company included in the Programmes.
- “Reasonable Exemption” means fever (e.g., high temperature above 37.5 degrees), or sickness (e.g., vomiting or diarrhea).
- “Shadowing Programme” means a program where Child spends time at a school in England and it is available to:
- under 12s (“Junior Shadowing”);
- 12 - 15-year-olds (“Teeny Shadowing”); and
- 16 - 18 aged Student ("Ultimate Shadowing”).
- “Student” / "Student/s" means the Child/children enrolled in the Programme.
- “Student Information Form” means the form that must be filled in by the Client during the enrolment procedure, which contains all information related to the Child/Student. The Student Information Form is part of this Agreement.
- “Travel Assistance” means a supervision of the Student from the Malpensa Airport in Milan (the “Departure Airport”) to the Host Family’s home and return to the Departure Airport at the end of the Programme (Schedule 1).
- “T-shirt” means the T-shirt with the name of the Student and The Hilse Logo on it.

Obligation of the Company
- Upon payment of the Fee the Child shall be enrolled as a Student in the following Programme: with departure date on the (the “Departure Date”) and arrival date (the “Arrival Date”).
- The Company shall render the services listed in Schedule 2.
- The Company undertakes to perform the following checks on the Host Family:

British Government’s Disclosure and Barring Service (DBS Check) to ensure that the Host Family has no criminal record and have not been barred from working with children or other vulnerable people.
Host Family suitability and disposition to fulfil the objectives of the Programme, e.g., the cultural exchange between the Student and the Host Family.
- The Company shall use reasonable efforts to oversee and supervise the Student’s stay with their Host Family.
- The Company shall put in direct contact the Host Family and the Client:
where the Programme starts in June no later than the 1st of June 2023,
where the Programme starts in July no later than the 20th of June.

Consideration
- The Fee (“the Fee”) for the selected Programme is set forth under Schedule 1.
- The Fee shall be paid either in a single payment or in two (2) instalments. For the avoidance of doubt, it is agreed that irrespective of which payment option the Client may elect, a non-refundable enrolment fee of one hundred pounds (£100) to be paid on the Effective Date shall apply.
- For single payment plan the Fee shall be paid no later than 31^st March 2023.
- For instalment payment plan the Fee shall be paid as follow:

First Instalment - to be received no later than 31^st March 2023.
Second Instalment - to be received no later than the 31^stMay 2023.
- All payment must be made using the Stripe Account of the Company.

Late Payment
- If the Client fails to comply with Clause 3 the Child will be not enrolled in the Programme and the Company shall retain the non-refundable enrolment fee under Section 3.2, and/or any other amount under section 16.
Services Not Included in the Programme
- Student/s shall book and pay for their travel costs independently, and the Company is under no obligations to oversee and/or to organise any such activities.
- The Client shall purchase independently the appropriate insurance package. The insurance documentation shall be emailed to the Company at least three (3) days before the relevant Departure Date.The insurance purchased shall be sufficient to comply with Clause 10.2.
- If the Client fails to provide the required documentation, the Student will be excluded from the Programme, and the Client shall not be entitled to any refund.
- For the avoidance of doubts, the Client may decide to have the Student depart on a date other than the Departure Date, in such instances section 5.1, 5.2 and 5.3 shall still apply.
Optional
- On the Departure Date only, the Company may offer Travel Assistance for Student.
- The Company offers a supervised airport pick up service from the Arrival Airport to the Host Family’s home and from the Host Family’s home to the Departure Airport under Schedule 1 thereto.
Additional Activities
- Student may elect to apply for Additional Activities listed in Schedule 3, under the terms of the Agreement.
Activities outside the scope of the Agreement
- The Company is under no obligation to perform the activities listed under Schedule 4.
Travelling
- Client undertakes to follow the instructions under Schedule 10.
Insurance
- Client will ensure that Student is covered by a public liability insurance, to cover any damage or loss caused by the actions of the Student. For the avoidance of doubt, the parties agree that if the Client elects not to subscribe to any such insurance policy or gives wrong information to the Company in relation to the insurance policy, the Client agrees to be personally liable for any payment due because of damage or loss caused by Student. If such damage or loss is suffered by the Host Family or our School Partner, the Company shall notify the Client a list with all the damages and any related costs.
- Student/s shall also be insured with a valid insurance policy purchased by Client that will cover Child's small injuries and medical needs, flight cancellation and Covid related problems.
Medical Disclosure
- Client declares and certifies that the Child does not have any major health condition.
- If the Child suffers from a major health condition the Client must disclose in detail such a condition, or any of the health conditions listed in Schedule 6, filling out the special needs section of the Enrolment Form and of the Student Information Form.
- The Company reserves the right to refuse the enrolment of the Child on a Programme on the grounds of health. For the avoidance of doubts, if the Company refuses to enrol the Student/s on grounds of health, the Company shall retain the non-refundable enrolment fee under section 3.2.
- If the Company decides to enrol a Child who suffers from major physical or mental health conditions, it is under no obligation to supervise such a Child.
- Client must disclose the regular medication requirement of the Child under the special needs section of the Student information Form. Client must also let the Host Family know how much and how often medication needs to be administered.
- The Client shall provide the Company staff with sufficient medicine to last the duration of the Programme. The medication will be provided to the Host Family.
- If Client fails to disclose any health condition of the Child, the Company may terminate the Student’s attendance to the Programme with immediate effect.
- If the Child suffers of any allergies and/or intolerances, the Client shall provide the Company with all the relevant information, including letters from the GP.
- ADHD, Dyslexia, Dyscalculia, and other learning different abilities must be reported during enrolment process and on the Enrolment Form.
School attendance, Work Attendance and Behaviours
- Student shall comply with the rules set forth under Schedule 11.
Means of communications
- Students must have a mobile phone during the Programmes, with WhatsApp installed.
- Student/s must have a working international voice/data plan capable of guaranteeing reasonably reliable communication between the Student and the Host Families and the Company staff.
Additional Costs
- Client will ensure that Student has sufficient cash or other means of payment to cover various additional costs during their staying at the Host Family such as:

Lunch money for weekdays.
Travel money: to pay for travel outside of travel required for the Programme, whether by train, bus, taxi or otherwise.
Pocket money: a small amount to pay for discretionary items that Students wish to buy, particularly during trips arranged as part of the Programme.
Oyster card: the Company may buy and register an oyster card for the Child's approved use and may top it up weekly. Such oyster card services are provided at an extra cost payable by Client under Schedule 1 thereto.

Refund Policy
- The Company operates under a strict no refunds policy.
Withdrawal Policy
- If under any circumstance the Client desires to withdraw the Student from the Programme, it must send a Notice of Withdrawal (the “Notice of Withdrawal”) to the Company no later than two (2) months before the start date of the Programme. Company will then refund any monies paid to Company by client except for the first instalment of hundred pound (£100).
- Under this agreement Non-Refundable Withdrawal shall mean a withdrawal that is not refundable and shall consists of:

Any Notice of Withdrawal sent later than two (2) months from the Programme start date, and/or
Any departure of Student after the Programme has started.

A Non Refundable Withdrawal will result in (i) the Company retaining any and all instalments paid by the Client and (ii) the Client making full payments of any unpaid instalments otherwise payable (but for the withdrawal) i.e the full Fee is payable by the Client.

Withdrawal after the 31^st of March 2023 and before the 30^th of April 2023 will be considered for refund when Client demonstrates real impossibility in participating in the Programme.
Any Notice of Withdrawal needs to be notified to the Company in writing via registered mail.
If a Withdrawal falls when the Child is attending the Programme the Client will be required to pay for the travel expenses and any other cost or expenses connected with the Student journey home.

Expulsion
- Students who disregard the rules laid down and outlined by Company's staff and/or reasonable rules laid down by the Host Family shall be expelled from the Programme. The Company and/or Host Family will not be liable for any costs incurred in this process.
- The Client of an expelled Student shall not be entitled to receive any refunds and shall bear any costs associated with the expulsion and any other travel cost and expenses of Student.
Complaint Procedure
- If Client or the Student wishes to complain about any aspect of the services provided by the Company, the Client shall write a complaint letter to the Company to be sent via registered mail, clearly stating the reasons for the complaint. If the complaint is not resolved in a reasonable time the Client should then address the complaint to a director of The Company. Each complaint will be fully investigated provided that it is received within 10 days from the complained-of event/matter arising.
Use of Student generated content
- Client grants the Company the right to store and use the Student’s photographs, videos, artwork, or other works, as well as recorded or written testimonials and details of the Student’s achievements (jointly and individually the “Student Images and Testimonials”) for promotional purposes including in its printed and online marketing materials and on any social media network without further consent or notification being required.
Use of Company's images portraying Student
- The Client gives its full and unconditional consent to the Company taking and storing copies of images portraying the Student (the “Student Photo”, which expression shall include video images and sound recordings).
- The Client, further agrees and grants the Company the full rights to use the Student Photo for advertising and information material, whether in physical or digital format, including but not limited to usages on the Company social medias platforms, website, emails and email campaign, paper brochure or any other media or usages the Company will deem adequate, exclusively in connection with the Company business and activities.
Cancellation / Changes to Programmes
- The Company has the right to change courses, locations, accommodation, facilities, and dates of the Programmes where circumstances beyond the Company’s control necessitate such changes.
- If the number of studentsin a Programme is insufficient to enable that Programme to be run effectively or in a commercially viable way, The Company will notify the Client as soon as possible before the commencement of the Programme.
- If 21.2 applies, the Company shall offer the Client alternate Programmes at no extra costs. If Client does not want to enrol in an alternative Programme, it shall receive a full refund.
Data Protection
- The information Client has provided is subject to the relevant Data Protection Act. By signing the Agreement, Client consents Company and its associated Companies to process, both manually and by electronic means, its personal data, and the personal data of the Child, for the purposes of this Agreement.
- “Processing” includes obtaining, recording or holding information or data, transferring it to other companies associated with the Company, product providers, the FCA or any other statutory, governmental or regulatory body for legitimate purposes including, where relevant, to solicitors and/or other debt collection agencies for debt collection purposes and carrying out operations on the information or data.
- Company has legal obligations under the UK’s anti money laundering regulations that require Company in all cases to process personal data for the purposes of preventing money laundering. This means in relevant circumstances your data may have to be released to national crime prevention authorities.
- The information provided may also contain sensitive personal data for the purposes of the Act, being information as to your physical or mental health or condition.
- Company shall treat all personal data and sensitive personal data as confidential and will not process it other than for a legitimate purpose. Steps will be taken to ensure that the information is accurate, kept up to date and not kept for longer than is necessary. Measures will also be taken to safeguard against unauthorised or unlawful processing and accidental loss or destruction or damage to the data.
Student welfare
- The Company is committed to safeguarding and protecting children (any person under 18 years old) from harm. The Company will apply this policy equally to all children regardless of gender, ethnicity, disability, sexuality, or belief. The Company expects all its staff, agents, and external service providers to share this commitment to create and maintain a safe and suitable learning environment.
Limitation of Liability
- The Company is not liable for loss, damage or injury to persons or property howsoever caused, except where liability is expressly imposed by law.
- In any event the Client agrees to not hold the Company liable for anything more than the Fees paid by the Client for the Programme.
Force Majeure
- In the case of Force Majeure which shall mean accident of war, any Act of God, the acts or regulations of public authorities, labour strikes, civil tumult, pandemic, epidemic interruption or delay or cancellation of transportation and which is beyond the control of the Company and results in the unavoidable cancellation of the service, or the performance of any of the Company's obligations set forth hereunder, then the amount of the Fee already paid up until the cancellation date shall be non-returnable by the Company to the Client. It shall be the Client’s responsibility to take out all necessary insurance to cover any of the above-mentioned events.
Warranties
- The Client warrants that it has the right to enter into and perform this Agreement.
- The Client warrants that it has provided accurate and up to date information to the Company in respect of all matters set out under this Agreement and in the forms filled out during the enrolment procedure.
Indemnity
- The Client hereby shall indemnify save and hold the Company harmless against all actions, costs (including reasonable out of house legal costs), demands, expenses, losses or damage arising out of or connected with any claim by a third party which is inconsistent with any of the Client's agreements, undertakings, obligations, representations or warranties herein contained (“Losses”) to the extent that such Losses are imposed by an adverse final judgment (of a court of competent jurisdiction) against the Company or pursuant to a written settlement agreement approved in writing by the Client (not to be unreasonably withheld or delayed).
Miscellaneous
- Each party to this Agreement shall use reasonable endeavours to inform the other of any change of address, or any other material change of circumstances in connection with the Activities.
- Both Parties to this Agreement have sought specialist independent legal advice as to the terms and conditions herein, and each party shall be liable for their own respective legal and consultancy costs.
- This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives.
- Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- This Agreement constitutes the entire agreement between the parties regarding the subject matter contained in this Agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
- No variation of this Agreement shall be effective unless it is in writing and signed by both Parties.
- The Parties hereby agree that the Agreement shall be executed electronically via electronic signature tools used by the Company such as Docusign or similar services.
Governing Law
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
- Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).