1.1 The Key Concierge Limited (the “Company”) registered in England & Wales under Company No. 6955911, registered office: Unit B136-B138 Riverside Business Centre, Haldane Place, London. SW18 4UQ
1.2 and the person named on the application form (the “Member”)
Membership Application and Fees
2.1 The Company retains the absolute discretion to refuse an application to become a member.
2.2 Acceptance by the Company of the application constitutes a binding contractual agreement (the “Agreement”) between the Company and the Member upon these Terms and Conditions.
2.3 An application form is accepted when the Company sends the Member written confirmation (this is “the Acceptance Date”).
2.4 The membership fees are £50.00 per calendar month unless otherwise agreed by a Director of the Company (the “Fee”). [For these purposes, a Director of the Company is such a person as is listed at Companies House as being a Director of the Company for the time being.]
2.5 The Member undertakes to pay the Fee to the Company in accordance with the Terms and Conditions.
2.6 The [Company shall issue an invoice for the] Fee [and this] will be payable by the Member on the [first business day of each calendar month].
2.7 The Company reserves the right to charge the Member interest (both before and after any Judgement) on any unpaid Fees at the rate of 3% per annum above the base rate for the time being at National Westminster Bank Plc from the date which is 28 days after the date of the invoice until payment is made, or, at the sole election of the Company, interest due under the Late Payment of Commercial Debts (Interest) Act 1998.
2.8 Where the Fee is subject to the addition of expenses and disbursements these shall be payable by the Member [as invoiced and] at the rates indicated by the Company.The Fee shall be subject to the addition of Value Added Tax applicable at the time of the invoice.
Member Services
3.1 Once accepted as a Member of the Company, Members can make requests by telephone, e-mail or through the website for any of the services listed on the website www.thekeyconcierge.com (the “Services”).
3.2 The Company may in its discretion and upon instruction by the Member in a request, tailor these Services to specific the Member’s needs.
3.3 By making a request in a manner listed in paragraph 3.1 above, the Member acknowledges that it has instructed the Company and the Company agrees to provide the Services in accordance with these Terms and Conditions.
3.4 The Company reserves the right to withdraw any of these Services and/or to refuse to supply the Services requested for any reason at all.
3.5 In the event that the Company is unable to deal with any request, it will inform the Member as soon as is reasonably practicable.
3.6 The Member authorises the Company to use suppliers for providing Members with the Services, products and benefits they select. The Company will communicate with suppliers on a Member’s behalf unless it is more appropriate for the Member to contact the supplier directly.
3.7 Suppliers may have further terms and conditions which will need to be accepted by the Member.
3.8 The Company accepts no responsibility for the negotiation of, or the terms of, any supplier’s terms and conditions. The Member will not hold the Company responsible for any loss suffered as a result of the actions or services provided by the supplier. The Member agrees not to bring, or threaten to bring, any actions, proceedings or claims against the Company in any way arising out of or in connection with the provision of any services by a supplier.
3.9 The Member must undertake that all details provided to the Company for the purpose of booking, ordering or purchasing products or Services are correct, that the payment card (the “Payment Card”) the Member is using is their own and that there are sufficient funds to cover the cost of the product or the service.
3.10 On occasions the procurement or provision of certain services, products or benefits may incur the Company handling charge (of which the Member will be notified). In these cases the Member hereby agrees to indemnify the Company for these handling charges and authorises the Company to debit any payment card, the details of which the Company already holds, or is held by RBS World Pay, with any such handling charges. In the event that the Company is not holding the details of any payment cards for the Member, the Member agrees to pay the indemnified amount to the Company within 30 days from the date of the invoice issued by the Company for the indemnified sum.
3.11 The Company may, at the Member’s request, purchase goods or services on their behalf. In the event that it acts as a credit agent in this regard, the member authorises the Company to deduct the credit sum from their Payment Card within 60 days of the payment date.
3.12 Unless otherwise agreed by the supplier, a Member shall not be entitled to cancel any services requested where, on your instructions, performance has already begun.
3.13 Travel tickets and package holidays purchased through the Company will be subject to the terms and conditions of the travel or holiday operator and the supplier and the Member agrees that the Company will not be liable for any loss whatsoever arising out of acting as an introductory agent, including, but not limited to, any flight cancellations or postponements, disruption to travel plans, insurance costs and failure of hotel bookings. Please note that the Company is not an authorised travel agent or tour operator and only acts as an introductory agent on behalf of the supplier. All rights and contentions are to be channelled through the responsible supplier.
3.14 The member hereby authorises the Company to debit their Payment Card for any deposit paid by us on their behalf for particular Services or venues. This payment may be forfeited as a result of cancellation of the booking.
3.15 Please note that neither the Company nor its ticket agent partners can be held liable for any failure by the Royal Mail or any courier service for the delivery of your tickets.
3.16 We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer.
Limitation of Liability
4.1 The liability of the Company for its own acts and omissions whether in contract or in tort or otherwise for any loss, injury or damage sustained shall be limited in each of the following respects:
the Company shall not in any event be liable for more than the Company’s just and equitable proportionate share of the loss, injury or damage assuming that all other professionals/consultants/specialists/Suppliers (either directly or sub-appointed) who are responsible are equally obliged to exercise reasonable professional skill and care and shall be deemed to have paid to the Member their just and equitable proportionate share of the liability;
the Company shall not in any event be liable unless proceedings by way of court action or arbitration or alternative dispute resolution have been commenced within six years from completion of the Services;
subject to paragraph 4.3 the maximum liability of the Company shall be limited to £75,000 for Loss of Keys & Consequential losses arising from the loss of keys, and £1,000,000 of Public Liability in total for all claims arising in connection with the Services;
no liability shall attach to the Company either in contract or in tort or otherwise for loss, injury or damage sustained as a result of any defect in any material or the act, omission or insolvency of any party other than the Company and Company shall not be liable to indemnify the Member in respect of any claim made against the Member for any such loss, injury or damage;
the Company accepts no liability whatsoever of any kind for the actions or omissions to act of any supplier or for any loss, injury or damage arising from the actions or omissions to act of any supplier howsoever caused.
4.2 Subject to paragraph 4.3, the Member will not be entitled to recover, and hereby disclaims and waives any right that it may otherwise have to recover lost profit or consequential loss or damage which are not directly foreseeable, as a result of negligence by the Company or any breach by the Company of its obligations in respect of the Services.
4.3 Nothing in the Terms of Engagement shall exclude or restrict liability:-
for death or personal injury resulting from the Company’s negligence; or
for fraud.
4.4 The duties and responsibilities owed to the Member in respect of the Services are solely and exclusively those of the Company and no employee or director of the Company shall owe the Member any personal duty of care or be liable to the Member for any loss or damage howsoever arising as a consequence of the acts or omission of such employee or partner (including any negligent acts or omissions) save and to the extent that such loss or damage is caused by the fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee or partner. The Member will therefore not bring any claim personally against any individual employee or director of the Company (other than in respect of those liabilities caused by fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee or partner). The terms of this paragraph will not limit or exclude the liability of the Company for the acts or omissions of its employees or partners.
4.5 If at any time any provision contained in the Terms of Engagement is or becomes illegal, invalid or unenforceable in any respect, it will not affect or impair the legality, validity or enforceability of any other provision contained in the Terms of Engagement.
Termination
5.1 The Company reserves the right to cancel or suspend a membership at its discretion for any reason whatsoever.
5.2 This Agreement cannot be terminated by the Member during the 12 months following the Acceptance Date.
5.3 After the period stated in clause 5.2, the Agreement may be terminated by the Member with one month’s written notice.
5.4 In the event of termination of the Agreement for whatsoever reason, the Member shall pay all fees reasonably due to the Company on receipt of an invoice.
5.5 The termination of the Agreement under the Terms and Conditions will not affect the rights of either party that have accrued up to an including the termination date.
Confidentiality
6.1 The Company shall (except as authorised or required to carry out Services for the Member) keep secret and not to disclose directly or indirectly to any third person any confidential information that the Company may have acquired concerning the Member.
6.2 The Services provided to the Member will be treated by the Company in confidence and the Company will take reasonable steps to keep such matters confidential as may be required by the Member in writing save for such information which:
is now or hereafter becomes available in the public domain other than through the fault of the Company or any of its directors, employees sub-contractors, Suppliers or advisers;
is already known to the Company or any of its directors and employees at the time of its disclosure; or
is required by law by any court of competent jurisdiction, or by a governmental or regulatory authority, or where there is a legal duty or requirement to disclose.
Copyright
The copyright in any documents produced by the Company in connection with the Services (the “Proprietary Material”) shall remain vested in the Company. However, provided all sums due to the Company have been fully paid the Member shall have an irrevocable royalty free and non exclusive licence to copy and use such drawings and other documents and to reproduce the designs contained in them for any purpose related to the Services. Such licence shall carry the right to grant sub licences and this licence and such sub licences shall be transferable to third parties. The Company shall not be liable for any use of the Proprietary Material for any purpose other than that for which the same was prepared and provided by the Company.
Third Party
8.1 No liability whatsoever is accepted in relation to any third party or for use of the Services for any other purpose without the express written consent of the Company.
8.2 Except as provided in relation to the Company’s employees and directors in paragraph 4.3, the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Terms of Engagement.
Assignment
Neither party may assign any of their respective rights or obligations under the Terms and Conditions to any third party without the prior written consent of the other party.
Force Majeure Events
The Company shall be relieved from any and all liability under or in connection with the Terms and Conditions in relation to the provision of the Services to the extent that such liability arises from any failure to perform any of its obligations under or in connection with the Terms of Conditions and such failure has been caused by any event or circumstance or cause whatsoever beyond the reasonable control of the Company.
Indemnity
Save to the extent that the same may result from the negligence, wilful default or fraud of the Company or its employees, the Member agrees to indemnify the Company and its employees against all costs, losses, claims and expenses which may be incurred by or made against it or them as a result of or in the course of performing the services.
Reliance and Instructions
12.1 The Company shall act in accordance with and shall be entitled to rely upon instructions which are received (or, in the reasonable opinion of the Company, appear to have been received) from the Member or a person authorised to give instructions on behalf of the Member and the Company shall bear no liability in respect of anything done or suffered to be done by it in good faith in accordance with such instructions.
12.2 The Member undertakes to promptly: (i) provide (free of charge) to the Company any information that is reasonably necessary for the Company to perform the Services; (ii) notify the Company of any changes relating to this information; and (iii) ensure that its decisions, instructions, consents or approvals in relation to all matters properly referred to it shall be given in such reasonable time so as not to delay or disrupt the performance of the Services by the Company.
Joint and Several Liability of the Member
If at any time the Member shall consist of more than one person, the obligations on the Member under this Agreement shall be enforceable against each of them on a joint and several basis.
Entire Agreement
14.1 This Agreement contains the whole agreement between the Member and the Company, superseding all prior representations, proposals, agreements or understandings (whether written or oral) made by any party relating to the subject matter of this Agreement.
14.2 Save as provided in paragraph 21, no amendment to the Terms and Conditions shall be effective unless agreed in writing and signed by the Member and the Company.
Data Protection
In carrying out work for the Member, the Company will need to process personal data (such as contact details for the Member or individuals in the organisation) for this and related purposes (including updating Member records, crime prevention and legal and regulatory compliance) and may need to disclose the information to any person.
Certain information, which is confidential in nature, may be exchanged in connection with the provision of Services under this Agreement. Confidential information may not be divulged to any third party without the prior written consent of the disclosing party [for a period of three (3) years]. This obligation does not apply to information which: (i) is now, or becomes, generally known or available; (ii) is lawfully known to the recipient without an obligation of confidentiality; (iii) is lawfully furnished to the recipient by a third party without restriction on disclosure; (iv) is furnished to others by the disclosing party without restriction; (v) is independently developed by the recipient without use of the disclosing party’s confidential information; or (vi) is required by law or pursuant to any professional or regulatory requirement.
The Company may also send to the Member business or marketing communications which the Company thinks will be of interest to the Member. The Member will advise the Company if it does not wish to receive these. In providing the personal data to the Company, the Member confirms that it has informed the individuals concerned and obtained any necessary consents to the transfer and to our use of the data for these purposes.
Refund Policy.
The Company reserves to right to refuse any request for a refund. All refunds are given at the absolute discretion of the Company.
Governing Law
The Terms and Conditions shall be governed by, and construed and interpreted in accordance with, the laws of England and Wales and the parties agree that all matters arising out of or in connection with these Terms and Conditions shall be determined by the Courts of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales for such purposes.
Monitoring
Telephone calls to the Company may be monitored or recorded for training and quality control purposes.
Hours of Opening
The Company’s normal business hours are Monday to Friday, 9.00am – 6:00pm. The Company may be available to provide services to Members outside these hours upon request. Such hours may be lengthened or shortened at the entire discretion of the Company, though the Company shall endeavour to give reasonable notice of any lengthening or shortening of such hours.
20. Contacting Us
If you have any enquires, complaints or queries please do not hesitate to contact us on +44(0)8455193576
Miscellaneous
From time to time it may be necessary to amend or supersede these Terms and Conditions by new terms. Where this is the case the Company will notify you of the changes and, unless we hear from you in writing to the contrary within 7 days after such notification, the amendments or new terms will come into effect from the end of that period.
