Shares in Value Logo
Product Review Img Vertical

Date : 12/01/2022

Flight Centre Travel Group



Market Cap : $3.71 Billion


52 Week Range : $13.59 - $25.28

Share Price : $18.47

FLT is a resilient and diversified business in the travel sector with ample liquidity. We expect Flight Centre Travel Group to rebound strongly upon the return to normalcy, post-pandemic. A “Buy” for us.

Company Analysis

The Flight Centre Travel Group (ASX: FLT) is one of the world’s largest travel retailers and corporate travel managers. The company, which is headquartered in Brisbane, has company-owned leisure and corporate travel business in twenty-three countries, spanning from Australia, New Zealand, the Americas, Europe, the United Kingdom, South Africa, the United Arab Emirates and Asia. The group also operates the global FCM corporate travel management network, which extends to more than ninety countries through company-owned businesses and independent licensees.

Chart Description automatically generated

Source: Tradingview

The FLT portfolio of strong brands exhibits resilience in a challenging business environment

The first half of the calendar year 2021 was another incredibly challenging period for people and businesses globally as governments ramped up their efforts to mitigate the health and economic impacts of the pandemic. This saw most of the international travel restrictions that were adopted late in FY20 extended throughout FY21, along with curbs on other everyday activities. Australia also encountered a year of domestic travel upheaval, as states responded to the COVID-19 outbreaks by frequently closing and re-opening their borders. This thereby created a constantly changing and highly uncertain travel environment. Whilst this domestic and international border upheaval continues, causing ongoing havoc for leisure and corporate travellers early in FY22, travel companies such as FLT are also encouraged by improved trading conditions in the Americas, the UK and Europe, which are significant markets. Furthermore, the vaccination programmes’ early successes globally, allowed them to deliver a safe and sensible path to a near-term return to some degree of normality.

Logo, company name Description automatically generated

Source: FLT

FLT’s recovery trajectory to date has been broadly in line with expectations, although the company did not initially anticipate the rolling shutdowns and border closures that we all have faced in various parts of the world and particularly in Australia. FLT’s FY21 underlying loss finished at just over $500 million and was in line with the market guidance that the company provided this year earlier in May, before the latest round of extensive lockdowns across Australia. Sales revenue increased month-on-month throughout FY21, with this revenue growth offsetting the JobKeeper subsidy reduction in Australia at the end of the second quarter and the programme’s removal at the end of the third quarter. In our opinion, JobKeeper’s removal was quite premature given the heavy domestic travel restrictions that are still in place. Hence, some restrictions have been extended to five months later, and furthermore, there is not yet a definitive timeframe for international travel’s return. Nonetheless, FLT did pretty well and has been able to maintain a global revenue growth trajectory throughout FY21 despite regular border disruptions in Australia and other parts of the world. We think that this was possible because of the diversity of FLT’s businesses, which we consider to be one of the company’s great strengths. For instance, FLT’s US businesses performed strongly late in the fourth quarter and into July 2021 to offset the inevitable slowdown that the travel industry has experienced in Australia and New Zealand when border restrictions were again applied late in FY21. The US leisure and wholesale businesses, Liberty and GOGO, were profitable late in FY21 and into July 2021. FLT’s Mexico business was also profitable towards the end of FY21, whilst the Americas-based Discover destination management business has delivered record results recently. This is in addition to businesses that have been consistently profitable throughout the year like AVMIN, the company’s aircraft charter division and its United Arab Emirates corporate business.

Outside of the travel industry, the Pedal Group cycle business, which FLT has a 46.6% ownership in, continues to deliver record profits. The business, which expanded into New Zealand during 2021, achieved an underlying $54 million profit before tax for FY21, up from $18 million during FY20, with group sales increasing to $333 million compared to FY20, $199 million.

Map Description automatically generated

Source: FLT

FLT has demonstrated great qualities in managing its operations and liquidity. Hence, the company started FY21 with an initial goal of lowering its monthly operating cash outflows to $65 million per month by July 2020 in a worst-case, “zero-revenue” environment. The group successfully achieved this goal and made further improvements as the year progressed.

FLT is investing in key growth drivers whilst substantially improving its liquidity

At a time when many competitors in the sector have been forced to either hibernate or pare back their expenditure on business-critical functions, we have been pleased to see FLT continue to invest in initiatives that will likely drive future growth in shareholder value. Thus, the company strengthened its technology platforms which have been a priority during the pandemic. Furthermore, FLT has delivered what we think to be game-changing new platforms for customers of its extremely successful FCM and Corporate Traveller brands.

Within the company’s in-destination area, the Cross Hotels & Resorts hotel management business has expanded into Japan through a master franchise agreement with Tokyo based AB Accommo Company Limited. The agreement will eventually see seven properties, from Okinawa to Hokkaido trading under Cross’ Away, and Cross Vibe brands, with the inaugural property, Away Okinawa Kouri Island Resort.

During the period, we have also seen FLT move to enhance its ESG focus. This area is a very important aspect nowadays for any business. FLT and its stakeholders are committed to building on its ESG credentials moving forward. During FY21, the company released its first sustainability report after an internal audit of the programmes. Since then, FLT has formed an internal ESG group with senior leadership representation and is progressing rapidly in this area.

FLT recognises the importance of people as its most valuable asset. This has been demonstrated by continuous effort in very challenging conditions to attract and retain a highly skilled team to guide the company through to the recovery phase. Thus, FLT has tailored two new programmes, (1) the Global Recovery Rights and the (2) Post COVID Recovery Plan to achieve its strategic objective of retaining its key people, at a critical juncture in the upcoming recovery phase and through a period of heightened risk. These two programmes are designed to improve FLT’s ability to retain its workforce in the face of aggressive targeting from other less impacted sectors. Another interesting benefit flowing directly from these programmes, which are built on share right grants, is that literally, all the employees will potentially be FLT’s shareholders.

FLT has shown solid skills in scaling and maintaining its operation during a difficult economic environment. Hence, the company achieved its initial target of lowering monthly operating cash outflows to less than $65 million by the end of July 2020 and held recurring monthly costs at $70 million to $75 million for the remainder of the year. At these levels, the company has been able to appropriately balance its short-term need to reduce costs to sustainable levels in a low revenue environment whilst preserving and enhancing its building blocks for future growth. FLT has been particularly good at scaling its business, thus, FY21 net losses were not affected despite a massive decline in total revenue from FY20, $1,897 million to FY21, $396 million.

Table Description automatically generated

Source: FLT

FLT started FY21 with a keen cost and liquidity focus which were the priorities during the initial response to the pandemic. In the second half of FY21, the company shifted its attention to preparing for growth as the year progressed by investing in platforms, products, and people. There are tangible signs across three areas of the businesses that this growth focus is already paying dividends. The first area that we have seen tremendous improvement is the corporate business segment. Hence, during FY21, FLT’s corporate business won large and “high-profile” new accounts that will start to trade this year and fuel the next few years growth, particularly in the Northern Hemisphere. The next segment to also experience a beginning of rebound is the leisure business. FLT has deployed a new growth strategy, built around new and emerging channels that are starting to deliver a higher proportion of overall sales, thereby decreasing FLT’s reliance on the shop network to drive growth. And finally, the “In-destination” business Discover secured new revenue streams and is now trading at record levels in the Americas, whilst competitors have been forced to either hibernate or significantly scale back their operations.

Regarding FLT’s hotel management business, the company’s brand Cross Hotels & Resorts also announced a major expansion into Japan. It is worth noting that part of FLT’s fixed cost growth as the year progressed can be attributed to the company’s decision to welcome back “stood-down” staff in Australia after JobKeeper ended late in the third quarter. Along with fixed costs, variable costs also increased during FY21, largely because of raised incentive payments to the sales staff as revenue started to increase. These costs are currently tracking at circa 15% of revenue and are expected to increase to approximately 25% of revenue as recovery gains momentum. One-off cash costs related directly to the company’s COVID-19 response were $200 million during FY21, with an additional $12 million, largely related to “lease exits”, expected to be incurred during FY22.

Cash burn during the second half of FY21 was between $30 million and $40 million per month and, by year-end, was mainly being incurred in Australia and in FLT’s Global area, with the America’s business approaching a neutral cash position after its strong sales uplift late in the year. Before the lockdowns in Australia late in FY21, the company was on track to lower cash burn to below $30 million.

Company Updates

FY22 onward Outlook: FLT to target a return to monthly profitability in both of its corporate & leisure segments

While the recovery trajectory within FLT’s businesses globally is fundamentally linked to the prevailing travel restrictions, we have seen FLT proving its ability to achieve its corporate and leisure strategic objectives within a constrained trading environment. FLT has implemented some strategies which we believe are the foundations to support its rebound once the travel sector returns to normal.

In the corporate travel segment, FLT is winning and implementing large volumes of new business, while continuing to retain almost 100% of its customers in the FCM business. This has been possible as the company has compelling client offerings which fuel its organic growth model. We have seen FLT taking steps to transform its Corporate Traveller business through the Melon platform launch.

Regarding the leisure travel segment, FLT is also diversifying its offerings by investing in a broader range of channels to support smaller, but still, highly accessible shop networks which give customers additional options to access the company’s services. At this relatively early stage, we have witnessed that FLT is gradually increasing its market share across these channels in key locations like Australia and South Africa. This, despite the almost complete absence of core leisure products offered by FLT in those markets. There is strong pent-up demand for travel and particularly among leisure customers, who are subject to the heavier restrictions that typically apply to discretionary travel.

FLT has put a lot of effort to attract new customers through its multi-channel offerings and expect to see market share gains because of industry consolidation. We believe FLT is ready and well-placed to capitalise on what shapes as a major rebound when international and domestic borders reopen fully. From a financial perspective, FLT has maintained a lengthy liquidity runway, which should allow them to weather the current challenges and to capitalise on opportunities during the coming period of market recovery. We believe FLT’s brand and geographic diversity will underpin its resilience during FY22 and beyond. While Australia-New Zealand remains the company’s largest region by sales, FLT’s profits are now significantly leveraged to larger overseas markets such as the Americas, Europe, and the Middle East and Africa (EMEA). This will support FLT to be better placed to lead the global travel recovery. Within these regions, vaccinations are at relatively high levels and restrictions are being relaxed, particularly for those who are vaccinated.

Chart, pie chart Description automatically generated

Source: FLT

While FY22 will inevitably present its share of COVID related challenges, we remain positive on FLT’s operational abilities. Hence, the company is making solid early progress on the path to recovery and is building strong platforms for the upcoming years by investing in programs and initiatives that will fast-track its rebound and drive future growth. Furthermore, FLT has a solid track record of effectively achieving its leisure and corporate strategic objectives even in a subdued trading climate. The company appears to be ready to capitalise on what shapes as a major travel rebound when restrictions are lifted and as travellers are cleared to again take off.

Industry Analysis

Inflation is a popular theme, and we would agree that over the medium term we are likely to be in a more inflationary environment compared to the last decade, driven by rising wages, deglobalisation and decarbonisation. In the shorter term, we expect inflation momentum to peak as supply bottlenecks ease, but central banks are still likely to raise interest rates.

On a positive note, we do not believe that inflation poses a systemic risk for markets yet as the willingness of central banks to start raising rates in response to inflationary pressures should keep inflation expectations in check.

The Omicron variant of Covid-19 remains a concern

However, COVID-19 continues to cause volatility, with the latest variant, Omicron, renewing these concerns. It is important to step back and acknowledge that we have come a long way since the first quarter of 2020. Levels of immunity are considerably higher, even in the face of mutations. Governments around the globe have become more experienced and react more quickly. We should also consider that the processes of how to develop new vaccines are increasingly efficient and streamlined. Market participants have also developed a framework to consider the virus.

The world has moved on substantially from the extreme uncertainty of early 2020. Nevertheless, early indications suggest that Omicron can evade some of the protection afforded by vaccines, which is already leading to partial lockdowns. It will be a slow start to this year in terms of growth.

In an ideal world, we would be seeing a strong synchronised global economic recovery which would allow FLT to rebound quickly and get back to its earnings growth trajectory. However, the onset of Omicron makes this less likely.

Tourism in 2022: The recovery is looming but remains shaky

We expect international arrivals to recover some ground but fail to return to 2019 levels in the short term. Moreover, we think that business travel will likely remain depressed for some time. This situation is caused by two major trends:

  1. Differing levels of border control and variations in vaccine passports will continue to make international travel difficult in 2022, although domestic tourism will fill some gaps.
  2. Compliance with climate-change regulations, as well as higher fuel prices and wages, will increase air travel costs in 2022. This will eventually lead to airline mergers, airport closures and higher ticket prices.

According to EIU forecasts, the global international arrivals in 2022 will remain approximately 30% below pre-COVID levels. Asia will be among the slowest to recover in 2022. Regarding North America, the continent will gain the most, but its international arrivals will nevertheless remain circa 29% below 2019 levels. Europe and the Middle East and North Africa will have similar trajectories of recovery in international arrivals, at around 31% and 33% below 2019 levels, respectively. While vaccine rollouts in the US and other developed countries have opened up some borders, we do not expect international arrivals to return to pre-pandemic levels in 2022.

International tourism in 2022 will be driven by major events such as the Dubai Shopping Festival and Expo 2020. However, international business travel will remain particularly depressed as businesses avoid putting their employees at risk.

Furthermore, a desire to minimise costs and carbon footprints will also prompt many companies to avoid business travel. However, some travel will be necessary to bolster relationships with clients and to shore up shaky supply chains.

Overall, travelling will remain a very different experience in the post-pandemic world. The COVID-19 testing and some form of quarantine will be necessary, and mask-wearing will continue to be commonplace in 2022. Vaccine passports, which are currently being introduced in Australia, China, the EU, France, Israel, the UK, and some parts of the US, will become widespread. The success of vaccine passports, however, depends on the level of interoperability achieved. Most countries will only accept vaccines that have been approved by their own medical regulator or the World Health Organisation. In addition, vaccine passports need to be compatible with airline reservation and management systems, and with any digital vaccine and test certificates being introduced by governments and healthcare providers across the globe. All in all, we think that the lack of harmonised rules will hold back the recovery in international tourism in 2022.

Domestic travel will in some ways compensate international travel slow recovery

Given the slow recovery in international travel, we expect the travel and tourism industry to look to domestic travel for relief in 2022. This has already driven an improvement in airline bookings in larger markets such as China and the US, as well as revenue within the hotel and hospitality industries. We expect the global consumer spending in hotels and restaurants to grow by about 5% in 2022, marking a return to pre-pandemic levels. Domestic tourism in China will benefit from the Beijing Winter Olympics, scheduled for February 2022, which will be open to visitors from the mainland. However, the emergence of new coronavirus variants continues to pose a risk to the event.

The Travel industry is poised for rapid take-off as favourable market conditions emerge

Several lead indicators point to the possibility of a rapid travel industry take-off in the coming months. Firstly, vaccination programmes are gaining significant momentum. Currently, nearly 73% of the world’s population has received at least one dose of a COVID-19 vaccine. In most countries, numbers now exceed 65%. Secondly, travel restrictions are now rapidly being relaxed or removed. Thirdly, consumers are ready to travel, with confidence recovering in most markets, savings at or near all-time highs and significant pent-up demand evident. Fourthly, suppliers are looking to resume services as quickly as they are allowed to and are generally keen to work closely with the actors of the travel industry to fast-track the recovery.

In Australia, we believe several airlines including Singapore Airlines, Fiji Airways and Qantas, will be back to pre-COVID capacity early in the second half of FY22 once caps are lifted. In terms of pricing, we expect airfares to return to close to pre-COVID levels as we move out of peak season and capacity and load factors start to normalise.

Investment Thesis

FLT is on the recovery path after a tough year for the travel industry

FY21 was another tough year for travel, but conditions have gradually started to improve. Indeed, we start the second quarter of FY22 with a fair degree of optimism given the regular travel restriction relaxations we are now seeing globally. Some very important routes are now open or expected to reopen in the coming weeks, whilst travel is finally poised to take off again in Australia. This Australian outbound reopening, which was flagged a couple of weeks ago, has prompted a surge in leisure enquiry for most key locations, but particularly the UK, Europe, the Americas, and Fiji.

FLT’s priorities have evolved during the pandemic from emergency cost-cutting during the FY20 fourth quarter to the maintenance of those significantly reduced operational expenses while investing in its brands, developing, and implementing its technology. During the period, FLT has also put a lot of effort into improving its productivity and fine tuning its recovery strategies. We have been pleased to see the company very focused on improving returns in the short term. On top of that, FLT continues to build for its future and invest significantly in their offerings. This balanced out well for FLT, which is now capitalising on opportunities, as demand starts to recover, and as the company targets a return to pre-COVID sales volumes. When lockdowns are lifted and borders reopen, we could see that travel bounces back immediately and strongly. This happened in the past several times.

FLT has three main travel divisions:

  1. Leisure
  2. Corporate
  3. Supply

We believe FLT’s business diversity is of enormous value and a great competitive advantage. Additionally, FLT has a stable, capable, and experienced leadership team which has played a major role during the pandemic to maintain the company afloat despite the unprecedented global crisis and hard time for the travel industry.

As we have witnessed the improvement in the company’s fundamentals, we believe the company has learnt a lot over the last twenty months. Hence, FLT grew to be more resilient and consistent in its business operations. FLT has used these tough times effectively as an opportunity to develop and streamline its systems, its technology, and its overall operations.

The company has stated that it has planned to get back to earnings growth by the end of FY22 and return to 100% of 2019’s total transaction value (TTV) for FY25. On top of that, FLT expects a much leaner cost base and a more efficient operating model.

FLT to target a return to leisure and corporate travel segments profitability by the end of FY22

We are confident that once the pandemic situation improves, FLT earnings will rebound sharply. However, the exact timing of FLT’s return to profitability is uncertain and remains largely in government hands, given that revenue generation opportunities are intrinsically linked to two external factors:

  1. Borders reopening and staying open; and
  2. International travel resumes in a more meaningful way globally with fewer restrictions, which we are gradually starting to see.

We initially expected that restrictions would selectively ease as countries cautiously opened back up through carefully selected travel corridors or bubbles. On a positive note, this has started to happen more rapidly and on a larger scale than we expected.

Recent developments suggest that Americans could now travel to the UK, Canada, or Europe, but reciprocal rights were not yet available to the UK, Canadian or European travellers hoping to venture the other way. Each of these re-openings will, in time, potentially deliver material benefits to the company given that FLT’s Australian leisure business is heavily weighted towards international travel. FLT’s International travel represented more than 80% of the pre-COVID total transaction value. The US is a key destination for FLT’s clients. globally this region was the largest outbound market for FLT’s UK and Canada businesses before COVID-19 and the second largest outbound market for its Australian business. The Queensland Government has recently announced reopening plans, sparking another strong and immediate response from travellers. Following this announcement, FLT’s Ignite business, which operates a specialist “My Queensland” division, recorded a 663% increase in page views above the average along with which recorded its largest day of online sales since June 2021, when Australian borders were open, with inbound Queensland bookings doubling compared to the previous week.

With these eased restrictions in mind, we believe the company could be back to profitability sooner than FY23. Hence, FLT needs to only generate about 50% of its pre-COVID total transaction value for its corporate travel business and around 40% for its leisure business to reach breakeven. This estimation is based on current cost bases, which means the breakeven percentages will increase if FLT chooses to invest further in key growth drivers such as people, marketing, sales channels, or technology to generate stronger future returns.

Chart, line chart Description automatically generated

Source: FLT

Valuation: FLT exhibits a strong liquidity position to sustain potential long periods of unfavourable market conditions

During the first quarter of FY22, FLT generated almost $1.6 billion in gross total transaction value (TTV). This was more than double the gross TTV generated during the prior corresponding period. The company also saw an increase by 8.1% on the FY21 fourth-quarter result, despite the first quarter of a fiscal year traditionally being a softer trading period. This highlights a solid sales momentum with gross TTV tracking at circa 27% of pre-COVID levels, with activity increasing late in the month and escalating in October after positive border reopening announcements in multiple countries.

We have witnessed further second-quarter acceleration, given the positive recent travel announcements in Australia, the US, Singapore, and other key locations. FLT’s monthly operating cash outflows globally have been capped at around $40 million during the first quarter of FY22. This should also improve, given that results during the period were impacted by decreased revenue during lockdowns in Australia and New Zealand, and seasonality, specifically the extended Northern Hemisphere summer holiday period. Furthermore, the removal of government subsidies as various furlough programmes ended contributed to the cash outflows along with significant investments ramp-up ahead of an anticipated surge in travel demand.

FLT’s accounting losses for the first quarter of FY22 have been slightly higher than operating cash outflows, because of customer refunds processed during the quarter as Australian border restrictions tightened, as well as non-cash depreciation and amortisation costs. On a positive note, these losses are likely to decrease from here as activity recovers, leading to stronger revenue generation.

Several FLT’s businesses in various countries are now profitable or approaching monthly-breakeven. This includes South Africa, The United Arab Emirates, and Mexico. We expect France, and Singapore to quickly return to profitability, given its relatively low cost-base and with the opening of Vaccinated Travel Lanes (VTL) with key countries that traditionally represented about 40% of FLT’s business’ sales.

  • Corporate business segment: Globally, the Corporate Traveller brand is now approaching breakeven, with the businesses in the USA, Canada, UK, and South Africa generally recovering well. Collectively, the corporate businesses contributed almost $1 billion to the first-quarter gross TTV, while also establishing further foundations for organic market-share growth through another strong pipeline of global account wins. To date in FY22, the company has secured new accounts with projected annual travel spends more than $US500 million, on top of the $US1.4 billion in account wins during FY21. Winning new accounts and retaining existing customers underpin the corporate “Grow to Win” strategy, which was implemented at the start of the pandemic. As part of this strategy, the company is also investing in new products and platforms for the post-COVID world to fortify an already strong technology offering across the two category-leading brands, FCM and Corporate Traveller. Both FCM and Corporate Traveller have brought to market new digital platforms that will deliver meaningful benefits to customers and, at the same time, are likely to further disrupt legacy travel management companies. The ongoing investment in these new products, which is also integral to the “Grow to Win” strategy, will ensure FLT’s corporate division re-emerges with more customers, new differentiated brands and two completely new products in both brands. This delivers a clear growth pathway in a fragmented and incredibly large market that may not return to pre-COVID volumes in the near term. Corporate Traveller’s new Melon platform is now live in the USA and Canada and is being released in the UK. The FCM Platform, which is now operational in China, is in Beta testing elsewhere and set for release globally soon.
  • Leisure business segment: In the leisure business, FLT has completed its structural changes. The company is now geared towards the recovery phase which revealed rapidly positive signs. Hence, we have seen significant upside in the near term as discretionary travel is cleared for take-off. The leisure recovery has already gained significant momentum in South Africa and the USA, while Australia should also rebound rapidly, with both domestic and international travel poised to return in various forms in the coming months. FLT’s shops continue to capture the bulk of its sales, but we are also starting to see solid momentum across other channels that operate alongside the shop networks. For instance, FLT’s growing networks of independent contractors, which is referred to as the B2B model, generated about 10% of leisure TTV globally during the first quarter of FY22. is currently capturing 15 to 20% of the Flight Centre brand’s TTV in Australia, which is well above the traditional levels of circa 8% but below the 25% highs achieved in a domestic-only travel environment at times during FY21. Chart Description automatically generated

We are projecting FLT’s return to a positive EPS onward FY22 which we believe will stabilise at a marginal 28%. However, in line with the company’s policy, we believe FLT will not resume its dividend distribution which is the reason why FLT’s DPS is negative since FY20. We think that it is a responsible and prudent approach from the company to retain its earnings.

Table Description automatically generated

We have based FLT’s valuation according to a projected return to pre-COVID-19 by FY23 which we expect EBITDA to be superior to $352 million. Onward FY23 we expect revenue to steadily expand beyond $550 million by FY25. Overall, taking account of the return to earnings growth onward FY23 along with a leaner cost base, we come up with an implied value for FLT of $26.16 per share. This represents a solid upside potential of 42%.


After a very challenging period for FLT, we believe the company is back on track on the recovery path with sales increasing consistently, despite ongoing volatility with border closure. On a positive note, the vaccination rates are reaching significant levels in most of FLT’s key markets. Moreover, Governments overseas have started to remove and relax the restrictions that have prevented or severely inhibited travel.

In terms of operations, we have witnessed FLT substantially improve its business. It is now in our opinion a much leaner and more efficient organisation. These tremendous changes allow FLT to capitalize on opportunities in the post-pandemic world. Furthermore, the company has adopted a strict cost discipline and lengthy liquidity runway, whilst also investing significantly in initiatives and strategies that will underpin its future growth. We are also confident that onward the second half of FY22, FLT will return to profitability.

Overall, FLT is a resilient and diversified business in the travel sector with ample liquidity. We expect Flight Centre Travel Group to rebound strongly upon the return to normalcy, post-pandemic. A “Buy” for us.

Scroll to Top


By submitting this form, I agree to the TERMS AND CONDITIONS and PRIVATE POLICY