HOME TRAVEL CONSULTANT AGREEMENT

Including Commercial Terms Schedule

Effective Date: The date on which the Consultant electronically accepts this Agreement.

This Agreement is entered into between Experience It Now Travel (the “Company”) and the individual named

on the Company’s Home Travel Consultant Registration Form (the “Consultant”).

The Consultant’s completed Registration Form, together with this Agreement and the Commercial Terms Schedule

contained within it, forms the contractual agreement between the Company and the Consultant.

By completing the Registration Form and electronically accepting this Agreement, the Consultant confirms that they

have read, understood and agree to the terms of this Agreement and the Commercial Terms Schedule.

1. Definitions and Interpretation

1.1 In this Agreement, the following words and expressions shall, except where the context otherwise requires, have

the following meanings:

“Booking” means any travel booking made, arranged or facilitated by the Consultant through the Company.

“Chargeback” means any reversal, dispute, refund, payment reversal or similar financial liability imposed on

the Company by a bank, card provider, payment provider, supplier or other third party in connection with a Booking or

transaction.

“Commission” means the amount payable to the Consultant in respect of an eligible Booking in accordance

with the Company’s current Commercial Terms Schedule.

“Commercial Terms Schedule” means the schedule contained within this Agreement setting out applicable

subscription, Commission, card fee, reinstatement and other commercial terms.

“Company” means Experience It Now Travel.

“Consultant” means the Home Travel Consultant entering into this Agreement with the Company.

“Customer” means a person who is introduced to or dealt with by the Consultant in connection with the

provision or sale of travel services.

“Forward Booking” means a Booking made before termination of this Agreement where travel, administration

or Commission payment takes place after termination.

“Hays” means Hays Travel Independent Group or such other host, consortium, supplier or organisation

through which the Company operates its travel business from time to time.

1.2 References to the singular include the plural and vice versa.

1.3 Headings are for convenience only and do not affect the interpretation of this Agreement.

2. Joining Fee and Subscription

2.1 The Consultant agrees to pay the joining fee applicable to the package selected on the Home Travel Consultant

Registration Form.

2.2 The Consultant agrees to pay the monthly subscription fee applicable to the package selected on the Home Travel

Consultant Registration Form.

2.3 The joining fee and monthly subscription applicable to the Consultant are those displayed on the Registration Form

at the time of joining.

2.4 The monthly subscription is payable from the commencement of the Consultant’s membership and will normally be

collected on or around the 25th day of each month, or on such other date as the Company may notify the Consultant

from time to time.

2.5 The Consultant authorises the Company to collect the joining fee, monthly subscription fees and any other

amounts properly due under this Agreement using the payment method notified to the Company.

2.6 The joining fee is payable in full at the time of joining unless the Company has specifically agreed an alternative

payment arrangement with the individual Consultant in writing.

2.7 Where an alternative payment arrangement has been agreed, the total joining fee remains payable in full and the

agreed payment dates and amounts will be confirmed separately to the Consultant.

2.8 If an agreed payment is not made when due, the Company may require the outstanding balance to be paid and

may take action under the payment default and termination provisions of this Agreement.

2.9 All fees payable under this Agreement are subject to VAT where applicable.

3. Subscription Payment Default and Suspension

3.1 If any monthly subscription fee or other amount due under this Agreement is not successfully collected on the due

date, the Company may notify the Consultant of the outstanding amount and require payment.

3.2 If the outstanding amount has not been paid within 14 days of the Company notifying the Consultant of the missed

payment, the Company may suspend the Consultant’s access to the Company’s systems, booking facilities, support

services, training, marketing resources, groups and other services provided to the Consultant.

3.3 During any period of suspension, the Consultant shall not make new Bookings on behalf of the Company or

represent themselves as an active Home Travel Consultant of the Company.

3.4 Suspension does not terminate this Agreement and does not remove the Consultant’s obligation to pay

subscription fees or other amounts which become due during the period of suspension.

3.5 The Consultant acknowledges that the Company may continue to incur costs in respect of the Consultant during

suspension, including costs charged to the Company by Hays and other third-party suppliers or service providers.

3.6 The Company may require all outstanding subscription fees, other amounts due and the applicable reinstatement

administration charge to be paid before services and access are reinstated.

3.7 A reinstatement administration charge may be applied to cover the Company’s administration costs arising from

suspension and reinstatement. The current charge is set out in the Commercial Terms Schedule.

3.8 Reinstatement is subject to all outstanding amounts being paid and any payment method required by the Company

being successfully established.

3.9 Where the Consultant repeatedly defaults on subscription payments, or fails to resolve a payment default, the

Company may terminate this Agreement in accordance with clause 11.

3.10 Where the Consultant has any outstanding subscription fees or other amounts properly due to the Company, the

Company may withhold Commission otherwise payable to the Consultant until the payment default has been resolved.

3.11 The Company may subsequently use all or part of the withheld Commission to settle the outstanding amount.

3.12 Where the amount owed is greater than the Commission withheld, the Consultant remains responsible for

payment of the outstanding balance.

3.13 Where the payment default is resolved before the withheld Commission has been applied against the outstanding

balance, any remaining Commission properly due will be processed in accordance with the Company’s normal

Commission payment arrangements.

4. The Services

4.1 The Consultant operates as an independent travel consultant and may promote, arrange and sell travel services

through the Company’s business, systems and authorised suppliers.

4.2 The Consultant shall provide their services from their home address or such other location as may be appropriate

and shall notify the Company promptly of any change of address or circumstances which materially affect their ability

to provide the services.

4.3 The Consultant shall provide services with reasonable care and skill and shall comply with the Company’s

reasonable operational, regulatory, security, customer service and supplier requirements.

4.4 The Consultant shall use only the systems, suppliers, procedures and payment methods authorised by the

Company.

4.5 The Consultant shall not make any representation, promise or commitment to a Customer which is inconsistent

with the Company’s procedures, supplier terms or the Company’s authority to sell the relevant travel product.

4.6 The Company shall provide training to the Consultant to assist them in providing travel consultancy services.

4.7 Completion of training does not guarantee any particular level of sales, income or Commission.

4.8 The Consultant is responsible for developing their own business and Customers and there is no guarantee that the

Company will provide the Consultant with a minimum level of work, Customers, sales or income.

5. Commission

5.1 The Consultant shall be entitled to Commission on eligible Bookings in accordance with the Company’s current

Commercial Terms Schedule.

5.2 The applicable Commission percentage and calculation method are set out in the Commercial Terms Schedule

and may be amended prospectively in accordance with this Agreement.

5.3 Unless otherwise stated in the Commercial Terms Schedule, Commission is calculated by reference to

Commission actually received by the Company in respect of the relevant Booking and is subject to applicable

cancellations, refunds, Chargebacks, adjustments, negative Commission and other amounts properly attributable to

that Booking.

5.4 Commission becomes payable when the relevant Commission has been received by the Company and the

Booking has reached the applicable payment stage under the Commercial Terms Schedule.

5.5 Commission will normally be processed during the payment window specified in the Commercial Terms Schedule.

5.6 The Company shall provide a self-billing invoice in respect of Commission due for payment. The Consultant shall

have five days from receipt of the self-billing invoice to notify the Company in writing of any dispute concerning the

amount shown.

5.7 If the Consultant does not notify the Company of a dispute within that period, the self-billing invoice shall be treated

as accepted, subject to the Company’s right to correct errors or make subsequent adjustments.

5.8 In the event of an overpayment of Commission, the Consultant shall repay the overpaid amount to the Company.

The Company may withhold or deduct the overpayment from future Commission or other amounts payable to the

Consultant.

5.9 The Company may amend Commission arrangements prospectively by issuing an updated Commercial Terms

Schedule and providing reasonable notice.

5.10 Changes to Commission arrangements will not retrospectively alter Commission already properly earned before

the effective date of the relevant change.

6. Liabilities, Chargebacks and Booking Errors

6.1 The Consultant shall be responsible for any Chargeback incurred by the Company which arises directly from a

Booking or transaction made, arranged or facilitated by the Consultant where the Chargeback results from the

Consultant’s actions, omissions, negligence, failure to follow Company procedures or other breach of this Agreement.

6.2 The Consultant shall not knowingly make or authorise any loss-making Booking.

6.3 Where a Booking results in a negative Commission position due to an error, omission, unauthorised action or

failure by the Consultant to follow Company procedures, the Consultant shall be responsible for the resulting financial

loss to the Company.

6.4 If the Consultant makes an error which results in a financial loss to the Company, including administrative errors

such as incorrect passenger names, dates, travel arrangements or Customer details, the Consultant shall be

responsible for the resulting loss where that loss was reasonably avoidable by following the Company’s procedures.

6.5 The Company may recover amounts properly due under this clause by withholding or deducting them from

Commission or other sums payable to the Consultant, subject to applicable law.

6.6 Where Commission or other sums are insufficient to recover the amount due, the Consultant shall remain

responsible for payment of the outstanding balance.

7. Card and Payment Fees

7.1 The treatment of card processing fees and other payment-related charges applicable to the Consultant is set out in

the Company’s current Commercial Terms Schedule.

7.2 The Company may from time to time determine the amount of card processing costs which will be absorbed by the

Company and the amount, if any, which will be payable by the Consultant.

7.3 The current card fee allowance is stated in the Commercial Terms Schedule.

7.4 The Company may amend the card fee arrangements prospectively by issuing an updated Commercial Terms

Schedule and providing reasonable notice.

8. Confidentiality and Security

8.1 The Consultant shall keep confidential all confidential information relating to the Company, its Customers,

suppliers, systems, procedures, pricing, Commission arrangements, business methods and other commercially

sensitive information.

8.2 The Consultant shall not disclose confidential information to any third party except where required by law or

authorised by the Company.

8.3 The Consultant shall take reasonable steps to protect all Company and Customer information in their possession

or under their control.

8.4 The Consultant shall comply with the Company’s security, password, system access and data protection

procedures as amended from time to time.

8.5 The Consultant shall immediately notify the Company of any suspected loss, theft, unauthorised disclosure or

security breach involving Company or Customer information.

9. Data Protection

9.1 The Company may collect, store and process personal data relating to the Consultant for legitimate business,

contractual, legal, administrative and management purposes.

9.2 The Consultant shall comply with applicable data protection legislation and the Company’s data protection policies

and procedures.

9.3 The Consultant shall only collect, access, use, store or share Customer information for legitimate business

purposes and in accordance with the Company’s procedures.

9.4 The Consultant shall take reasonable steps to keep Customer information secure and shall notify the Company

promptly of any data breach or suspected data breach.

10. Client Relationships, Other Business and Conflicts of Interest

10.1 The Consultant is responsible for developing their own Customer relationships and may continue to deal with

Customers they have developed or introduced after termination of this Agreement, subject to any obligations relating to

existing Bookings.

10.2 The Company agrees that it will not proactively market or solicit the Consultant’s Customers following termination.

10.3 Clause 10.2 does not prevent the Company from communicating with a Customer where: (a) the Customer

independently contacts the Company; (b) communication is required to administer an existing Booking; (c)

communication is required to deal with a complaint, cancellation, refund or other Booking matter; (d) communication is

required by a supplier or regulatory authority; or (e) communication is otherwise reasonably necessary to protect the

Company’s legitimate business interests.

10.4 The Consultant may engage in other business activities provided that those activities do not: (a) breach this

Agreement; (b) involve misuse or disclosure of the Company’s confidential information; (c) improperly use the

Company’s systems, resources or confidential information; (d) create an actual conflict of interest with the Consultant’s

obligations to the Company; or (e) involve the Consultant representing themselves as acting on behalf of the Company

without authority.

10.5 The Consultant shall disclose to the Company any actual conflict of interest which may materially affect their

obligations under this Agreement.

11. Termination

11.1 The Consultant may terminate this Agreement by giving the Company 30 days’ written notice.

11.2 The parties may mutually agree in writing that the Agreement will terminate immediately or on an earlier date than

the normal notice period.

11.3 Following receipt of notice from the Consultant, the Company may determine that the Consultant’s active

membership and access to Company systems, booking facilities, support services, training, groups, platforms and

other member resources will end before the expiry of the notice period.

11.4 Where the Company brings the Consultant’s active membership to an earlier end under clause 11.3: (a) the

Consultant shall immediately cease making new Bookings on behalf of the Company; (b) the Consultant shall cease

representing themselves as an active Home Travel Consultant of the Company; (c) access to Company systems may

be removed; (d) the Consultant may be removed immediately from Company-managed WhatsApp, Teams, Facebook,

training, support and other internal groups; and (e) the effective date of termination for Commission and

post-termination purposes shall be the date specified by the Company.

11.5 The Company may terminate this Agreement immediately by written notice where the Consultant: (a) commits a

serious or material breach of this Agreement; (b) fails to resolve a subscription payment default; (c) repeatedly defaults

on subscription payments; (d) breaches confidentiality or data protection obligations; (e) misuses Company systems or

Customer information; (f) acts fraudulently or dishonestly; (g) makes unauthorised or improper Bookings; (h)

repeatedly fails to comply with Company procedures; (i) acts in a manner which brings the Company or its business

into serious disrepute; (j) demonstrates serious negligence or incompetence; or (k) engages in conduct which, having

regard to the circumstances, makes continued participation in the Company’s business inappropriate.

11.6 Where the Consultant abandons their membership, ceases to engage with the Company and/or fails to pay

amounts due, the Company may terminate the Agreement and recover all outstanding amounts.

11.7 Termination does not remove any liability which accrued before termination.

11.8 Any unpaid subscription fees, joining-fee balances, Chargebacks, booking losses, reinstatement charges or other

sums properly due may be withheld from or deducted against future Commission where available.

11.9 Following termination, the Consultant shall return or permanently delete Company confidential information and

Customer information as directed by the Company, subject to information which the Consultant is legally required to

retain.

12. Commission Following Termination

12.1 Following termination, the Company will continue to administer Forward Bookings which remain with the

Company.

12.2 Commission payable following termination will be calculated in accordance with the applicable post-termination

Commission arrangements contained in the Commercial Terms Schedule.

12.3 The Consultant acknowledges that following termination the Company may undertake additional administration,

Customer support, amendments, cancellations, payment processing and other work in relation to Forward Bookings.

12.4 The applicable Commission payable following termination may therefore be lower than the Commission

applicable while the Consultant was an active member.

12.5 Any Commission paid following termination remains subject to deductions, refunds, cancellations, Chargebacks,

negative Commission and booking-related losses.

12.6 The Company may withhold or adjust Commission where reasonably necessary to account for known or

anticipated refunds, cancellations, Chargebacks or other liabilities relating to the relevant Booking.

13. Status, Tax Liabilities and Tax Indemnity

13.1 The parties intend that the Consultant operates as a self-employed independent contractor and not as an

employee of the Company.

13.2 Nothing in this Agreement is intended to create an employment relationship, partnership or joint venture between

the Company and the Consultant.

13.3 The Consultant is responsible for their own income tax, National Insurance contributions and other tax liabilities

arising from their activities.

13.4 The Consultant is responsible for maintaining any registrations, insurance, licences or permissions required for

their own business activities, except where expressly provided by the Company.

13.5 The Consultant shall indemnify the Company against tax liabilities, National Insurance contributions, penalties,

interest or other liabilities arising from the Consultant’s failure to properly account for their own tax obligations, except

to the extent caused by the Company’s own acts or omissions.

13.6 The Consultant acknowledges that the self-employed nature of the relationship depends upon the actual working

arrangements as well as this Agreement.

14. Intellectual Property and Copyright

14.1 All Company branding, training materials, documentation, systems, procedures, content and intellectual property

remain the property of the Company or its relevant licensors.

14.2 The Consultant shall not reproduce, distribute, sell, licence or otherwise use Company materials outside the

Company’s business without prior written permission.

14.3 Where the Consultant creates material specifically for the Company as part of their services, ownership of the

intellectual property in that material shall vest in the Company to the extent permitted by law.

15. Company Policies, Procedures and Conduct

15.1 The Consultant agrees to comply with the Company’s reasonable policies and procedures as amended from time

to time.

15.2 Such policies may include booking procedures, customer service requirements, supplier procedures, payment

procedures, data protection, information security, complaints handling, social media requirements, branding, marketing

and regulatory requirements.

15.3 The Consultant shall not knowingly publish or communicate false or misleading statements about the Company,

its staff, Customers, suppliers or business.

15.4 Nothing in this Agreement prevents the Consultant from expressing a genuine opinion or leaving a genuine

review of their experience, provided that they do not disclose confidential information or knowingly publish false or

misleading information.

15.5 The Consultant shall not harass, threaten or intimidate Company staff or other Consultants.

16. General

16.1 The Consultant may not assign, transfer or otherwise dispose of their rights or obligations under this Agreement

without the Company’s prior written consent.

16.2 The Company may assign or transfer this Agreement to a successor business or company where reasonably

necessary in connection with a restructuring, sale or transfer of the Company’s business.

16.3 This Agreement, together with the Commercial Terms Schedule and the Consultant’s completed Registration

Form, constitutes the agreement between the parties concerning the Consultant’s relationship with the Company.

16.4 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue

in full force and effect.

16.5 No failure or delay by either party in enforcing any provision of this Agreement shall constitute a waiver of that

provision.

16.6 Any variation to this Agreement must be agreed in writing by the parties, except where this Agreement expressly

permits the Company to update a policy, procedure or Commercial Terms Schedule.

16.7 The Consultant confirms that they have had the opportunity to read and consider this Agreement before entering

into it.

17. Governing Law

17.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

17.2 The courts of England and Wales shall have jurisdiction in relation to any dispute arising out of or in connection

with this Agreement.