Membership
These terms and conditions (Terms and Conditions) set out the terms pursuant to which the Company agrees to provide certain services to the Member and to which the Member by (ticking the box below) agrees to be bound.
1. Definitions and Interpretation
1.1. In these Terms and Conditions including the preamble above unless the context otherwise requires the following definitions shall have the following meanings:-
"Application Form" means the application form completed by an applicant in applying for membership; "Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England when banks in London are open for business;
"Company" means Ellidore Events Limited, a company registered and incorporated under the laws of England & Wales (company number 07239424) whose registered office is at 17 Heathmans Road, London, SW6 4TJ
"Effective Date" has the meaning given to it in clause 2.2; "Employee" has the meaning given to it in clause 16.1;
"Fee" means the annual fee charged by the Company to the Member for membership pursuant to clause 3;
"Goods" means any goods purchased by the Company as agent for the member as part of the Services;
"Group" means in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company;
"Member" means the Person accepted by the Company pursuant to clause 2 as being a member;
"Member ’s Information" means a Member’s name, address and proof of identity in a form acceptable to the Company as set out in the Application Form together with any other personal information referable to the Member as required by the Company in the Application Form;
"Members Representative" means a Person named on the Membership Application Form by the Member (or as subsequently notified in writing by the Member to the Company) as having the Member's express authority to instruct the Company to provide Services on the Member's behalf;
“Party” means either the Company or the Member and “parties” shall be construed accordingly; “Person” means an individual or a body corporate or unincorporated or a partnership and “Persons” shall be construed accordingly;
"Privacy Policy" means the Company's Privacy Policy, as amended by the Company from time to time;
"Renewal Date" has the meaning given to it in clause 3.3;
"Service Fees" means the fees charged by the Company to the Member in connection with the provision of any of the Services;
"Services" means any of the services listed in clause 4.1 provided by the Company or any member of its Group to the Member under these Terms and Conditions and any contract entered into pursuant to clause 4.2 and Service shall be construed accordingly;
"Sold-Out Event" has the meaning given to it in clause 4.11; and
"Supplier" means any third party supplier with whom the Company liaises in sourcing the Services while acting as agent on behalf of the Member.
1.2. Any reference in these Terms and Conditions to "writing" or cognate expressions includes a reference to any communication effected by e-mail, facsimile transmission or any comparable means.
1.3. Words importing the singular include the plural and vice versa; words importing a gender include every gender.
1.4. The headings to clauses are inserted for convenience only and shall not affect the interpretation of these Terms and Conditions.
1.5. Where any obligation falls upon more than one party pursuant to these Terms and Conditions, it shall fall upon and be undertaken by both on a joint and several basis.
1.6. All sums payable under these Terms and Conditions are unless otherwise expressly stated are exclusive of VAT or any other applicable tax or duty payable upon such sums which shall be added if appropriate at the rate prevailing at the relevant tax point.
1.7. References to any statute or statutory provision shall include
(i) any subordinate legislation made under it,
(ii) any provision which it has modified or re-enacted (whether with or without modification),
(iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification) on a Change of Law.
1.8. Change of Law means a change in the Law or a new requirement to comply with any existing Law or existing Law ceasing to apply to a party. For these purposes, Law means any legal provision a party must comply with including any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, enforceable EU right within the meaning of section 2 of the European Communities Act 1972, bye-law, regulation, order, mandatory guidance or code of practice, judgment of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere.
1.9. A reference to a Holding Company or a Subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 Companies Act 2006 and the company shall be treated for the purposes only of the membership requirement contained in sections 1159 (i)(b) and (c), as a member of another company, even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 Companies Act 2006 shall be deemed to be amended so that (a) reference in section 1159 (i)(a) and (c) the voting rights are to the members rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159 (i)(b) to the right to appoint or remove the majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.10. A reference to a company shall include any company, corporation or other body corporate, whether and however incorporated or established.
1.11. The words and phrases other, including and in particular shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible. All references in these Terms and Conditions to clauses and Schedules are to the clauses of and Schedules to these Terms and Conditions.
1.12. Any obligation in these Terms and Conditions on a Person not to do something includes an obligation not to agree or allow that thing to be done.
2. Membership
2.1. Within 10 Business Days of receipt of a completed Application Form, the Company will write to the applicant confirming whether or not the applicant’s application has been successful. The Company has an absolute discretion to accept or reject any application for membership and is not obliged to act reasonably in doing so nor to assign any reason for refusing membership to anyone.
2.2. Notwithstanding any written notification sent to any applicant pursuant to clause 2.1, any applicant who has been deemed to have been accepted for membership shall not become a Member until (i) payment of the full Membership Fee has been received by the Company in cleared funds; (ii) the Member Information; and (iii) the completed Member Profile have been received from the Member, following receipt of which membership shall commence on the date so notified by the Company to the Member (the "Effective Date"). The Member shall not be able to utilise the Services until the Effective Date.
2.3. Acceptance by the Company of an application for membership constitutes a binding contractual agreement between the Company and the Member for Members to be a Member upon these Terms and Conditions commencing from the Effective Date.
2.4. Membership is personal to the Member and a membership may not be transferred, assigned or otherwise dealt in any similar manner.
2.5. The Company reserves the right to request further or additional Member’s Information at any time during the Member’s membership. Failure to comply with such a request will be considered a serious breach for the purposes of clause 6.
2.6. The Company may assign, transfer, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions at any time and on the happening of any such event give the member notice in writing of such event.
2.7. The Company can cancel the Member’s membership by notice in writing at any time without having to assign any reason.
3. Fees and Renewals
3.1. The Fee shall be at such rate as shall be notified in writing by the Company to the Member for any reason and shall be non-refundable either in whole or in part.
3.2. In the final month of each year of Membership, the Company will notify the Member of any increase in the Fee for the ensuing year. The Member may cancel its membership by sending written confirmation of cancellation to the Company (“Cancellation Notice”) within 14 days of receipt of such notification.
3.3. Membership is renewed automatically for another year on each anniversary of the Effective Date (the "Renewal Date") unless a Cancellation Notice is served within the time limit set out in clause 3.2.
3.4. Where the membership is renewed, the Fee shall be payable to the Company on the Renewal Date.
3.5. If the Fee remains unpaid after the due date for payment, any and all monies owing to the Company by the Member whether under these Terms and Conditions or otherwise will become due and payable immediately.
4. Services
4.1. The Company will provide the following services to the Member on a case by case basis:- Procure and sell luxury or rare items;
4.1.1. Procure andsell luxury or rare items;
4.1.2. Booking and management of holidays;
4.1.3. Planning and runningof events;
4.1.4. Procure tickets for sporting or entertainment events;
4.1.5. Personalshopping and styling services;
4.1.6. Education services;
4.1.7. Property search and acquisition;
4.1.8. Assistance with daily errands and tasks;
4.1.9. Corporate events and conferences;
4.1.10. Any other Service that the Company notifies the Member inwriting that it might undertake from time to time.
4.2. To obtain a Service from the Company the Member will enter into a contract with the Company subject to the Company’s standard terms and conditions prevailing at the time such contract is entered into.
4.3. The Company will provide the Services to the Member in accordance with the Member’s requests and whether to accede to such request shall be at the sole discretion of the Company.
4.4. If the Company does not wish to provide a Service to the Members it shall serve a notice in writing on the Member and the Members shall have no claim on the Company for such refusal and the Company shall not be required to assign any reason for any such refusal.
4.5. If the Company wishes to supply the Service as requested by the Member, the Company and the Member shall agree a fee for such Service and in each instance the Company will produce its standard contract which the Member and the Company will enter into.
4.6. The Company shall use its reasonable endeavours to meet agreed upon timescales for delivery of Services but such timescales shall be estimates only and time shall not be of the essence for the performance of any Services.
4.7. The Company is entitled to act on instructions received from the Member’s Representative as if they were instructions received directly from the Member.
4.8. The sale of any Goods by the Company to the Member shall be subject to the Company’s terms and conditions of sale in force from time to time as well as these Terms and Conditions. Any conflict between such terms and conditions of sale and these Terms and Conditions the provision of [these Terms and Conditions][the Company’s Terms and Conditions of Sale] shall apply.
4.9. Except where Services are to be provided by the Company or any member of its Group, the Company where necessary will liaise with Suppliers to procure the Services to be provided to the Members. The Company will communicate with such Suppliers on the Member's behalf save where, in its absolute discretion, it considers that it is more appropriate for the Member to contact the Supplier directly, in which case the Company will advise the Member accordingly.
4.10. The Member shall not be entitled to cancel any Service requested.
4.11. Where the Company receives instructions from a Member to obtain tickets to a sold-out event (the “Sold-Out Event"), the Company will liaise with Suppliers to source and purchase such tickets. Members acknowledge and agree that such tickets may be purchased at a premium to their face value.
4.12. Where tickets to a Sold-Out Event have been purchased pursuant to clause 4.10 and the Sold-Out Event is subsequently cancelled for any reason, Members acknowledge and agree that any reimbursement will be subject to the terms and conditions of the Supplier and limited solely to the face value of such tickets.
4.13. Where a Member decides to cancel tickets arranged on the Member's behalf by the Company, the Company will not arrange a refund.
4.14. Without prejudice to a Member’s statutory rights, where the Company, as principal, sources and arranges the supply of Goods which are made to a Member's personal specification or are perishable in nature, such Goods will not be returnable by Members under any circumstances.
4.15. Where a Member requests the Company to purchase Goods on its behalf, the Member agrees that the purchase of such Goods will be arranged by the Company as agent for the Member and accordingly any contract of purchase will be entered into between the Member and the relevant Supplier.
4.16. Where a Member requests that the Company purchases Goods on the Member's behalf, the Member agrees that the Company may charge mark-up fees, handling charges and any other reasonable fees incurred in the purchasing of such Goods to the Member. Such fees will be notified to Members at the time the request is made to the Company and included in the invoice payable to the Member together with the cost of the Goods.
4.17. The Company gives no warranties as to the quality, fitness for a particular use or otherwise in any Goods acquired by it on the Member's behalf and the Member agrees that the Company shall not be responsible or held liable for any defect or issue in relation to such Goods.
4.18. Whenever the Company agrees to undertake any of the Services the Company provides no guarantee of a successful outcome of such Service and shall not be liable to the Members for a failure to successfully provide such Service.
5. Payments
5.1. Members shall pay on the due date for payment all amounts due to the Company, whether in respect of the Fee, payments for Services or otherwise, in full without any deduction, set-off or abatement whatsoever. If the Member fails to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may:
5.1.1; suspend the Members or membership. If the membership is suspended then during such suspension the Member shall not be entitled to use the Services;
5.1.2; cancel the Member's membership pursuant to clause;
5.1.3; charge the Member interest on all overdue payments until payment is received in full (and both after as well as before judgment) at the annual rate of 3% above the base rate of HSBC Bank from time to time (such interest accruing daily).
5.2. Payments made by credit or debit card may be subject to handling fees as applied by the Company from time to time.
6. Cancellation and Suspension of Membership
6.1. Without affecting any other right or remedy available to it, the Company reserves the absolute right to cancel the membership of any Member (at its sole discretion) with immediate effect on the following basis:-
6.1.1; where a Member commits a serious or repeated breach of these Terms and Conditions and the breach, if capable of remedy, is not remedied within 7 days of receipt of a default notice;
6.1.2; if any part of the Fee, Service Fees or any other monies due from the Members to the Company remains outstanding after the due date for payment; or
6.1.3; if a Member provides the Company with details which the Member knows to be false when applying for membership.
6.2. Without affecting any other right or remedy available to it or without assigning any reason, the Company may cancel a membership forthwith upon giving notice in writing to the Member.
6.3. If the Company terminates the Member’s membership for any of the reasons set out in clause 6.1 or cancels the Member’s membership pursuant to clause 6.2 the Company shall retain the Fee and shall not be required to return it or any part of it to the Member;
6.4. The Member shall not be entitled to cancel membership other than pursuant to clause 6.5.
6.5. A Member may cancel their membership by giving notice in writing to the Company within 14 days of the date of notification of their successful application. In such circumstances, the Member will receive a full refund of the Fee. Where the Member requests Services within 14 days of the Effective Date, the Member's right to cancel in accordance with this clause 6.5 shall cease to have effect.
7. Consequences of Termination
7.1. Any provision of these Terms and Conditions which are expressly stated to or would, by their nature, survive termination, will survive any such termination or expiration of these Terms and Conditions however occurring.
7.2. Cancellation of membership and/or termination of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms and Conditions or any contract between the Company and the Member which existed at or before such date.
8. Liability
8.1. The Company does not make any representations or offer any warranties as to the quality, fitness for a particular use or otherwise of the Goods or the standard of Services supplied. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
8.2. The Company shall not be responsible to the Member for any actions of Suppliers.
8.3. Members must rely on their own judgment and discretion in selecting and using the Services offered by a Supplier and in entering into any contract with a Supplier. Any Goods or Services provided by the Supplier will be governed by the contract between the Member and the Supplier. The Company will not be responsible for any Goods or Services provided by the Supplier but will use its reasonable endeavours to assist Members in any subsequent dealings with Suppliers.
8.4. On occasions, the Company may be asked to make recommendations to Members. When making such recommendations, the Company shall use reasonable endeavours to ensure that such recommendations are accurate. However, the Company does not warrant to Members that such recommendations are accurate or that they will be to the Member's own satisfaction. Members must make and rely on their own enquiries in relation to such recommendations. The Company accepts no liability for any goods or services provided to a Member in the course of acting upon such a recommendation.
8.5. The Company does not limit or exclude its liability for (i) death or personal injury caused by its negligence or that of its employees, (ii) fraud or fraudulent misrepresentation or (iii) any other liability which cannot be limited or excluded by law.
8.6. Subject to clause 8.5, the Company's liability whether arising from negligence, tort, breach of contract or other obligation or duty is limited to the amount of the Fee.
8.7. Subject to clause 8.5, the Company will not have any liability to the Member for any claim, whether arising from negligence, tort, breach of contract or other obligation or duty, to the extent that such claim is or can be characterised as a claim for (or arising from):
8.7.1; loss of revenue or profits;
8.7.2; loss of sales or of business opportunity;
8.7.3; loss of agreements or contracts;
8.7.4; loss of or damage to goodwill or injury to reputation;
8.7.5; indirect, consequential or special loss or damage;
8.7.6; loss of use or corruption of software, data or information.
9. Force Majeure
The Company shall not be liable to the Member and will not be deemed to be in breach of these Terms and Conditions for any delay in performing, failure to perform or inability to perform the Services where such delay or inability is due to circumstances beyond the Company's control including, without limitation, acts of god, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other labour disputes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
10. Confidentiality
10.1. The Company and the Member each undertake with the other that it shall not at any time during the Member’s membership and for a period of five years after its termination disclose to any Person any confidential information concerning the business, affairs, customer, clients or suppliers of the other or of any member of its Group, including information relating to its operations, processes, plans, product information, know-how, designs, trade secrets, intellectual property, software and market opportunities (Confidential Information) except as permitted by clause 10.20.
10.2. The Company or the Member may disclose the other’s Confidential Information:-
10.2.1; to its employees, officers, agents, consultants or sub-contractors (Representatives) who need to know such information for the purposes of the Member’s membership or in carrying out or receiving any of the Services, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 10 as though they were a party to or bound by these Terms and Conditions. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause;
10.2.2; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. Both the Company and the Member reserves all rights in its Confidential Information. No rights or obligations in respect of any Confidential Information of the other, other than those expressly stated in these Terms and Conditions are granted to the other or to be implied from these Terms and Conditions.
11. Data Protection
The Member should refer to the Company's Privacy Policy for information on the Company use, protection and treatment of the Members' personal information.
12. Notices
12.1. A notice to be given under or in connection with these Terms and Conditions, shall be in writing in English and shall be delivered by hand by prepaid first class post, air mail (if appropriate), recorded delivery or special delivery in each case to that party’s address, or sent by email to that party’s email address, in each case as specified in clause 12.2 (or to such address, email address or facsimile number as that party may notify to the other party in writing in accordance with these Terms and Conditions).
12.2. A party may change his details for service of notices by giving notice to the other party (provided that the address for service is an address in the country where its address is currently situated. Any change notified pursuant to this clause 12.2 shall take effect at 9.00am on the later of the date (if any) specified in the notice as the effective date for the change or five Business Days after deemed receipt of the notice.
12.3. Delivery of a notice is deemed to have taken place (provided that all other requirements in this clause 12 have been satisfied) if delivered by hand, at the time the notice is left at the address, or if sent by email at the time of transmission, or if sent by first class UK post on the second Business Day after posting or if sent by air mail on the fifth Business Day after posting unless, in each case, such deemed receipt would occur outside business hours (meaning 9.00am to 5.30pm Monday to Friday on a day that is not a public holiday in the place of deemed receipt), in which case deemed receipt will occur at 9.00am on the day when business next starts in the place of deemed receipt (and, for the purposes of this clause 12, all references to time are to local time in the place of receipt).
12.4. This clause 12 does not apply to the service of any proceedings or other documents in any legal action.
13. Set Off
The Company shall be entitled at any time to set-off any monies owed by it to the Member against any monies owed to the Company by the Member.
14. Waiver
No failure or delay by the Company to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15. Restrictions
15.1. In consideration of the Company at the request of the Member agreeing to the Member becoming a Member on the terms of these Terms and Conditions, the Member agrees that he:-
15.1.1; shall not solicit, employ or otherwise engage or seek to engage the services of any employee or past employee of the Company or any member of its group (the Employee) within the period of six months following the termination of the Employee’s employment with the Company or any member of the Company’s Group.
15.1.2; shall not during the Relevant Period directly or indirectly seek to entice away from the Company or otherwise solicit or interfere with the relationship between the Company and of its Suppliers;
15.1.3; shall not during the Relevant Period directly or indirectly induce any employee of the Company with whom they shall have had contact during the time they were a Member to leave the employment of the Company or any member of its Group, whether or not this would be a breach of contract on the part of the employee.
15.2. Each of these restrictions contained in clause 15.1 are intended to be separate and severable. In the event that any of the restrictions shall be held void but would be valid if part of the wording thereof were deleted, such restriction shall apply with such deletion as may be necessary to make it valid and effective.
15.3. For the purposes of this clause 16 the Relevant Period shall mean the period commencing on the Effective Date and ending six months from the day when the Member ceases to be a Member.
16. Entire Agreement
16.1. These Terms and Conditions contain the entire agreement between the Company and the Member relating to the terms governing the Member’s membership and supersedes all previous agreements and understandings between the parties.
16.2. The Member acknowledges that he does not enter into his membership on the basis of and does not rely upon any representation, warranty, statement or other provision made or agreed to by any Person except those expressly set out in these Terms and Conditions and in particular, without limitation, he has not relied upon any representation, warranty, statement or provision made, given or agreed prior to agreeing to be bound by these Terms and Conditions and which is not expressly repeated in these Terms and Conditions.
16.3. Nothing in this clause 16 shall operate to or limit or exclude any liability for fraud.
17. Third party rights
17.1. These Terms and Conditions does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
17.2. The rights of the Company to rescind or vary these Terms and Conditions are not subject to the consent of any other Person.
18. Severance
18.1. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
18.2. If any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. Variation
19.1. The Company may vary these Terms and Conditions from time to time and will notify the Members in writing of such variation.
19.2. The Member shall be bound by any amendment to the Terms and Conditions.
20. Governing Law and Jurisdiction
20.1. These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales.
20.2. The Company and the Member irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.