GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES IN FRANCE

1. APPLICABILITY OF GENERAL TERMS AND CONDITIONS

1.1 For the business relationship between TOSCANA PRIVATA (hereafter referred to as “TOSCANA PRIVATA”), commercial brand belonging to Concierge Luxury Travel, a limited liability company registered under number 845 054 956 at the Trade and Companies Registry of Bordeaux, with a share capital of €8,000, and the customer (hereafter referred to as the “Customer”), the following general terms and conditions of services (hereafter referred to as the “General Terms and Conditions”) shall exclusively apply. Conflicting standard terms of the Customer are not accepted by TOSCANA PRIVATA, except where TOSCANA PRIVATA expressly agrees otherwise in writing.

1.2 In accordance with the article L. 141-2 of the French code of tourism, Concierge Luxury Travel has the ATOUT FRANCE registration under the number IMO33200001 and benefits from the financial guarantee of APST.

1.3 To be eligible for our services, the Customer must have full legal capacity to enter into a contract, and if the Customer is an individual, be at least 18 years old.

1.4 By making a booking, the Customer agrees on behalf of all persons detailed on the booking that they have read these terms and conditions and agree to be bound by them.

1.5 TOSCANA PRIVATA reserves the right, in its entire discretion, to amend the present General Terms and Conditions. The new version of the General Terms and Conditions shall apply to all new orders.

2. BOOKING, CONFIRMATION, PRICES, and PAYMENT

2.1 In order to begin the itinerary creation process, the Customer may contact TOSCANA PRIVATA:

• by completing the contact form available at toscanaprivata/contact; or
• by sending an e-mail to ciao@toscanaprivata.com

2.2 Once the Customer has provided TOSCANA PRIVATA with all necessary information in order for TOSCANA PRIVATA to understand the Customer’s needs, TOSCANA PRIVATA shall create and provide to the Customer a final itinerary (hereafter referred to as the “Final Itinerary”) including (i) a precise description of the services to be performed by TOSCANA PRIVATA for the Customer (hereafter referred to as the “Services”), including a detailed schedule of the proposed Customer’s journey (hereafter referred to as the “Journey”), and (ii) a final quote (hereafter referred to as the “Final Quote”) including the total price for such Journey (hereafter referred to as the “Final Price”).

2.3 Prices are always quoted in euro (EUR) and include VAT in accordance with the French tax regulation.

2.4 If the Customer agrees with the Final Itinerary and Final Price proposed in the Final Quote, the Customer must pay to TOSCANA PRIVATA the required deposit as detailed on the Final Quote. The deposit will be calculated based on the Final Price of the Journey as detailed in the Final Quote.

2.5 The amount of deposit required depends on the number of days prior to the first date any type of Service is provided to the Customer by TOSCANA PRIVATA (hereafter referred to as the “Itinerary Start Date”). For bookings made more than ninety (90) days from the Itinerary Start Date, the Customer must pay TOSCANA PRIVATA a thirty percent (30%) deposit. For bookings made ninety (90) days or less from the Itinerary Start Date, the Customer must pay TOSCANA PRIVATA the total Final Price of the Journey provided in the Final Quote.

2.6 An agreement (hereafter referred to as the “Agreement”) is made between TOSCANA PRIVATA and the Customer, only once payment has been received by TOSCANA PRIVATA. None of the components of the Final Itinerary will be confirmed until this point.

2.7 If the deposit is not made in a timely manner, no components of the Journey will be confirmed and can be cancelled by TOSCANA PRIVATA.

2.8 The Customer shall pay to TOSCANA PRIVATA the balance of the Final Price at least 90 days before the Itinerary Start Date. If the balance payment has not been made or received by this time, TOSCANA PRIVATA reserves the right to cancel the Journey and the deposit payment will not be refunded. See cancellation policy in section 4.0.

2.9 TOSCANA PRIVATA accepts payment via:

• Bank Transfer, or

• Credit Card (Visa, Mastercard, American Express).

2.10 The Customer warrants that it is authorized to use any credit card provided for the payment of the Final Price.

2.11 The Customer also warrants that adequate financial resources are available on the bank account used for the payment of the Final Price.

2.12 When making the aforementioned payments, the Customer shall always indicate the reference number provided on the Final Quote.

2.13 In the event of any payment becoming overdue, the Customer shall be automatically liable, and without the need of any formal notice from TOSCANA PRIVATA, of a late payment penalty for an amount equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) points, together with a lump sum compensation for recovery costs of forty (40) euros, and without prejudice to any other rights or remedies available to TOSCANA PRIVATA.

2.14 The Customer expressly waives any right to reduce the Final Price, as provided for in Articles 1217 and 1223 of the French Civil Code.

2.15 TOSCANA PRIVATA has the right to revise prices in the event of circumstances beyond its control for which it would not be held responsible including tax increases, oil rates, or wage increases. TOSCANA PRIVATA will notify the Customer of any price increases at least thirty (30) days before the Itinerary Start Date. If the increase is greater than 10% of the Final Price, the Customer may cancel the Journey and obtain reimbursement of the total amount paid by notifying TOSCANA PRIVATA in writing by sending an email to bonjour@toscanaprivata.com

2.16 The Customer accepts that TOSCANA PRIVATA may be required to sign contracts on the client’s behalf with various service providers such as hotels, venues, restaurants and transportation in order to confirm the Services.

2.17 In some specific cases, the Customer may be required to pay a planning fee (hereafter referred to as “Planning Fee”) before going further in the discussions. The Planning Fee corresponds to the amount of time expected to be spent working on the Customer’s itinerary. The Planning Fee is non-refundable.

3. ITINERARY CHANGES

3.1 Once an Agreement is made, any change requests to either the dates and/or the Services included in the Final Itinerary will be taken into consideration by TOSCANA PRIVATA.

3.2 If changes are able to be made, TOSCANA PRIVATA will provide the Customer with an updated Final Itinerary and Final Quote reflecting the requested changes and detailing any costs incurred as a result of the requested changes.

3.3 The Customer will have three (3) working days to accept the changes by written email approval to TOSCANA PRIVATA as well as submitting the required additional payment, if necessary. Additional costs may include a deposit adjustment which shall be payable immediately to TOSCANA PRIVATA. Any other costs incurred as a result of these changes shall be paid to TOSCANA PRIVATA within ninety (90) days of the Itinerary Start Date or immediately if the Itinerary Start Date is less than ninety (90) days from the date the changes are agreed to.

3.4 In the case where the changes to the Final Itinerary results in a decrease in the Final Price and it is more than ninety (90) days before the start of the Itinerary, then the Final Payment due will reflect this change as long as there is no loss incurred by TOSCANA PRIVATA when implementing the change requests. If it is less than ninety (90) days before the start of the Itinerary, no refund will be allowed.

3.5 TOSCANA PRIVATA reserves the right to charge Change Fees for any itinerary change requests.

4. CANCELLATION POLICY

4.1 In case of cancellation of the Agreement, the Customer is required to notify TOSCANA PRIVATA in writing by sending an email to ciao@toscanaprivata.com.

4.2 A refund will be calculated based on the number of days prior to the Itinerary Start Date per the schedule below:

• More than ninety (90) days before Itinerary Start Date: The deposit is non-refundable;
• Less than ninety (90) days before Itinerary Start Date: 0% refundable

4.3 Any credit card fees incurred at the time of payment are non-refundable.

4.3 Refunds will be paid within thirty (30) days after receiving notification of cancellation.

5. SERVICES AVAILABILITY

5.1 In the event of total or partial unavailability of a Service, the Customer will be notified by e-mail of partial delivery or cancellation of such Service.

5.2 In accordance with Articles L.138-2 and L.138-3 of the French Consumer Code, in such a case, then the Customer has the right to be reimbursed for the price of the Service, less any losses incurred by TOSCANA PRIVATA, within 14 days of its request.

6. DOCUMENTATION

6.1 The Customer is responsible for obtaining all required travel documentation. The Customer must obtain any required visas and have a passport that is valid for at least six months from the date that you enter all foreign countries. It is also the Customer’s responsibility to ensure that these documents are in good order and that the Customer has them when necessary.

6.2 TOSCANA PRIVATA is not responsible for any costs incurred due to the Customer not having the correct documentation when required.

7. START TIMES

7.1 If the Customer does not respect the times scheduled for Services in the Final Itinerary, TOSCANA PRIVATA cannot be held responsible if the activity is cancelled or reduced in duration.

8. SUPPLIERS

8.1 Some of the Services provided by TOSCANA PRIVATA are run by third-party suppliers. These Services may be dependent on factors outside TOSCANA PRIVATA’s control (such as weather). If the Services do not run for any reason, refunds will be determined based on the third-party supplier’s terms and conditions. If the third-party supplier will not grant a refund, then no refunds will be provided.

8.2 Some of the Services offered are inherently risky. TOSCANA PRIVATA does not accept responsibility and is not liable for any negligent acts or defaults of any supplier or any other person, company or corporation not directly under its control.

8.3 Some suppliers may request that the Customer sign a waiver or acknowledgement of risk. If the Customer refuses to sign, the Customer may be excluded from that activity and no refund will be issued.

9. LIABILITY

9.1 TOSCANA PRIVATA tries to ensure that information and recommendations provided with respect to Services is accurate and up-to-date. That said, as this information sometimes comes directly from third parties, TOSCANA PRIVATA cannot guarantee accuracy or completeness of such information.

9.2 This information is provided in order to give the Customer an idea of the types of Services available. The Customer acknowledges that, in view of the subjectivity involved in advice and recommendation with respect to the Journey’s activities, TOSCANA PRIVATA shall not be held liable for any loss or damages suffered by the Customer for having followed such advice or recommendation.

9.3 During the booking process, TOSCANA PRIVATA gives the Customer the opportunity to indicate any special requests the Customer may have. TOSCANA PRIVATA will communicate and follow up on the Customer’s requests with the relevant Service provider, but TOSCANA PRIVATA cannot guarantee they will be granted.

9.4 In addition, TOSCANA PRIVATA tries to ensure that the images displayed on its website available at https://toscanaprivata.com actually correspond to the Services offered by third party Service providers. That said, TOSCANA PRIVATA cannot guarantee that this will always be the case. Images are provided in order to give customers an idea of the types of Services being offered.

9.5 The Customer acknowledges that TOSCANA PRIVATA is a travel service provider assisting the Customer in its Journey and is therefore only responsible for the booking of Journey’s activities, but is in no event responsible for the actual content of such Journey’s activities.

9.6 Accordingly, TOSCANA PRIVATA shall not be liable for losses or damages suffered by the Customer resulting in particular from the bad quality of the food served in a restaurant, a museum, a hotel or other such establishment, or by a tour guide, even though TOSCANA PRIVATA booked on behalf of the Customer.

9.7 TOSCANA PRIVATA shall only be liable to the Customer for loss or damage caused directly and reasonably foreseeable by TOSCANA PRIVATA resulting in the breach of these General Terms and Conditions. In no event shall TOSCANA PRIVATA be liable for any of the following types of loss or damages arising under or in connection to these General Terms and Conditions, whether in contract, tort or otherwise:

• any loss of profits, goodwill, business, contracts, revenue or anticipated savings;
• any loss or corruption of data; or
• any loss or damage whatsoever which does not stem directly from our breach of these General Terms and Conditions.

9.8 These limitations or exclusions of liability apply only to the extent and limits of applicable law and are not intended to contradict French public policy provisions.

9.9 TOSCANA PRIVATA and the Customer expressly waive any right of unilateral resolution of the Agreement, as provided for in Article 1226 of the French Civil Code.

10. ASSIGNMENT

10.1 The Customer may not transfer or assign any rights or obligations it has under these General Terms and Conditions or any Agreement thereof without TOSCANA PRIVATA’s prior written consent.

11. CONFIDENTIALITY

11.1 TOSCANA PRIVATA and the Customer acknowledge that during the performance of this Agreement, each party will have access to certain of the other party’s written or oral information, related to the operations of either party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential (hereafter referred to as the “Confidential Information”). In particular, all information included in the Final Itinerary, such as the schedule disclosed by TOSCANA PRIVATA with respect to the Customer’s Journey shall be treated as Confidential Information.

11.2 Receiving party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing party. Receiving party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving party shall not, without prior written approval of disclosing party, use for receiving party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of disclosing party, any Confidential Information. Receiving party shall return to disclosing party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if disclosing party requests it in writing.

11.3 Receiving party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (b) discovered or created by the receiving party before disclosure by disclosing party; (c) learned by the receiving party through legitimate means other than from the disclosing party or disclosing party's representatives; or (d) is disclosed by receiving party with disclosing party's prior written approval.

12. FORCE MAJEURE

12.1 TOSCANA PRIVATA and the Customer shall be relieved of contractual liability for failure to perform any of its obligations according to the Agreement, if this failure is due to an event of force majeure (as defined below).

12.2 It is not possible to rely on force majeure with respect to payment obligations.

12.3 Under these General Terms and Conditions and notwithstanding the definition by Article 1218 of the French civil code, together with French case law, force majeure means any unforeseeable circumstances beyond the reasonable control of the party invoking force majeure, which makes the performance by this party of any of its obligations dangerous, greatly unbalanced or impossible.

12.4 It is hereby expressly agreed that force majeure will include amongst other events but not limited to: war declared or not, civil disturbance, riot, revolution; act of piracy, sabotage; boycott, strike, lock-out, or other protest actions, external to the parties or not; accident; fire, explosion; natural disaster such as violent windstorm, hurricane, earthquake, tidal wave, lightning destruction; bad weather; flood; interruption of production or of delivery from a supplier of a party; interruption of transport; blockade; restriction of exports; import or export ban; and government action, in particular with respect to homeland security and state of emergency.

12.5 Upon occurrence of an event of force majeure, the relevant party shall notify the other party as soon as possible by email. Performance of obligations actually impeded by the event of force majeure is suspended as long as the aforesaid event of force majeure persists.

12.6 In the event force majeure lasts more than thirty (30) calendar days from receipt of the notification, any party will be entitled ipso jure to terminate the Agreement by written notification via an email to bonjour@toscanaprivata.com, with immediate effect.

12.7 In the specific case of a strike or a riot, some activities may have to be cancelled by our partners with less than forty-eight (48) hours’ notice.

13. COVID-19 POLICY

13.1 If government-imposed restrictions, such as the closing of the French borders to leisure travelers, prevents the Customer from entering France, the Customer will be offered the option to (a) reschedule their trip with the same or similar itinerary to another time within the 18 months following the original start date; or (b) to request a full refund minus any non-recoverable fees and expenses (e.g.: credit card fees) incurred by TOSCANA PRIVATA.

13.2 No refund will be given in the event that any Customer is unable to enter France because they do not meet the entry requirements imposed by the French government at the time of the trip start date. It is incumbent on the client to ensure they satisfy the requirements to enter France, which can be consulted via the following link: https://www.diplomatie.gouv.fr/en/coming-to-france/coronavirus-advice-for-foreign-nationals-in-france/#sommaire_1

14. INSURANCE

14.1 We strongly recommend the purchase of trip cancellation insurance, which is available for coverage of expenses in conjunction with cancellation due to illness or accident. Baggage insurance is also recommended. In the event that you must cancel your participation in a travel program, trip cancellation insurance may be the only source of reimbursement. You must obtain coverage through a company of your choice.

15. HARDSHIP CLAUSE

15.1 TOSCANA PRIVATA and the Customer hereby declare that they assume all risks related to a change of circumstances of any kind and for whatever reason during the term of these General Terms and Conditions or any Agreement thereof, their provisions (including financial conditions) remaining intangible, including in the event of an unforeseeable change of circumstances as referred to in Article 1195 of the French Civil Code, the application of such Article being expressly excluded by the Parties.

16. SEVERABILITY CLAUSE

16.1 Should any provisions of these General Terms and Conditions become ineffective, unenforceable or missing, the effectiveness of the remaining provisions shall not be affected thereby. Any such ineffective, unenforceable or missing provision shall be deemed replaced by such provision as the parties would reasonably have agreed had they been aware of such ineffectiveness, unenforceability or omission.

17. COMPLAINTS

17.1 Any complaints or suggestions about the Customer’s Journey should be made to TOSCANA PRIVATA via email to ciao@toscanaprivata.com. Every effort will be made to reach an amicable solution.

18. APPLICABLE LAW – LITIGATION

18.1 The entire contractual relationship between TOSCANA PRIVATA and the Customer resulting from the application of these General Terms and Conditions, and any special agreement that may be entered into and all disputes arising there from, of whatever nature, shall be governed by the laws of France.

18.2 In the absence of an amicable settlement, any dispute arising out and related to the performance, interpretation and/or enforceability of these General Terms and Conditions, shall be subject to the sole and exclusive jurisdiction of the French courts.