TERMS AND CONDITIONS

These terms and conditions should be read carefully by the Client as they provide the legal framework against which the Company (as defined below) agrees to provide Services (as defined below) to the Client and to which the Member agrees to be bound. 

1. Definitions and Interpretation 

 

   1.1 The following words and phrases shall have the following respective meanings unless the context 

   requires otherwise: 

 

      1.1.1   “Company” means Walter’s Concierge Limited, a company registered and incorporated under the    

                  laws of England & Wales (company number 8525709) whose registered address is 27 Old 

                  Gloucester Street, London, WC1 3AX; 

      1.1.2    “Client” means the Member, Individual or Company that has been accepted and approved as a     

                    Client by the Company;

      1.1.3    “Agreed User” means a specified individual notified by the Client to the Company in writing as 

                    having such Member’s express authority to instruct the Company to provide Services;

 

       1.1.4    “Goods” means any goods purchased by or supplied to the Company on behalf of a Client and 

                   subsequently provided to the Client under the Terms and Conditions which goods shall be     

                   deemed to have been purchased by the Company as agent for the Client; 

 

       1.1.5    “Payment Card” means credit card or debit card; 

 

       1.1.6    “Service Fee” means the Rate charged by the Company to the Client for the provision of its 

                   Services pursuant to the terms of clause 4 herein; 

 

       1.1.7    “Services” means any services provided by the Company to the Client or sourced by the 

                   Company from a Supplier for the Client and subsequently provided to the Client under the 

                   Terms and Conditions including the purchase of Goods on behalf of the Client; and

 

       1.1.8     “Supplier” means any third party Supplier and/or merchant with whom the Company liaises in 

                    sourcing certain Services while acting as agent on behalf of the Client. 

 

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

 

2.  TERMS OF AGREEMENT

 

   2.1     The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until (“End Date”)               or until terminated as provided in this Agreement.

 

   2.2     In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the                          other Party.

 

    2.3    In the event that either Party breaches a material provision under this Agreement, the non-defaulting     

             Party may terminate this Agreement immediately.

 

2.4    This Agreement may be terminated at any time by mutual agreement of the Parties after a 30 day notice period. 

           Except as otherwise provided in this Agreement, the obligations of the Company will end upon the termination of this Agreement.

3.  SERVICES  

 

  3.1  The Company will provide services to the Client on condition that the requests are lawful and for personal use.  

 

    3.1.1       Services may also include any other tasks which the Parties may agree on. The Company hereby     

                   agrees to provide such Services to the Client after mutual agreement

     

    3.1.2       The Company has absolute discretion to accept or reject any Client’s request for any reason or 

                   no reason whatsoever. The Company will notify the Client in the event the Client’s request has  

                   been accepted. Where requests have been rejected, the Company is under no obligation to 

                   disclose its reasons for rejecting such request. Due and reasonable notice will be given in any 

                   such case. The Company shall therefore hold no liability.

 

    3.1.3       The Company may subcontract services to Suppliers when fulfilling Client requests. The 

                   Company will therefore communicate on behalf of the Client unless it is deemed appropriate 

                    that the Client communicate with the Supplier directly.   

 

    3.1.4       During the provision of services Suppliers may impose additional terms and conditions which 

                   clients are required to comply with.   

 

    3.1.5       Following a Client’s instruction, where the provision of such service has begun, the Clients shall 

                   not be entitled to cancel and therefore becomes financially liable. 

 

   3.2    TICKETS 

 

     3.2.1     Where the Company has received instructions from a Client to source tickets to a sold out event,      

                  the Company shall make effort to liaise with Suppliers to source and purchase these tickets. 

                  Clients therefore acknowledge and agree that such tickets may be purchased at a cost higher than 

                  face value. 

 

     3.2.2      In the case where a ticket(s) to an event have been purchased on behalf of a Client and the  

                   event is subsequently cancelled, the Company will work with the Supplier to

                   seek a refund of the face value of the ticket(s). 

 

     3.2.3      Any refund made will be subject to the term and conditions of the Supplier. The 

                   Client will be refunded up to the amount the Supplier and/or merchant has provided as refund for 

                   the ticket(s). For the sake of clarification, under no circumstance will the Company provide a 

                   refund for the ticket price or premium where the Supplier and/or merchant has not directly 

                   provided a refund for such ticket price or premium. 

 

     3.2.4      The Company will not arrange a refund where the ticket(s) have been sourced and purchased on 

                   behalf of the Client but Client chooses to cancel.  The Client also acknowledges and bears 

                   liabilities for all costs associated with the performance of such service. 

 

 

   3.3   GOODS

     

     3.3.1      The Company will act as an agent during the purchase of goods on behalf of the Client and any 

                   purchase agreement entered will be between the Client and the Supplier and/or merchant.

 

     3.3.2      Where product(s) are made to the specification of the Client and/or are of a perishable nature,     

                    such product cannot be returned by the Client under any circumstance. 

 

     3.3 3       For goods purchased on a Client’s behalf, the Client consents to the Company charging a mark 

                    up and/or handling fee. The Client will be notified of any such fees.

 

     3.3.4       The Client acknowledges that the Company may receive a commission or referral fee from   

                    suppliers are a result of the Client’s decision to use the Supplier. The Client also consents to the 

                    Company retaining any such commission or referral fees.  

 

4.    PERFORMANCE

 

     4.1 The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

5.   CURRENCY

 

       5.1   Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Great British Pounds                                 (GBP).

6.    PAYMENT

 

     6.1   The Company will charge the Client for the Services at an hourly rate (the “Payment”). The payment is calculated in increments of                                15minutes. This rate solely applies to services provided during the company’s business hours ( as defined in clause 6.5)   

 

    6.2   The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the                               Client in addition to the Payment.

 

     6.3    Where a Client or Agreed User requests Services outside the Company’s Normal Business Hours (as defined in clause 4.3) an                                      increased Rate will be charged.

 

    6.4   The Company reserves the right to charge the Client up to 5% for electronic transactions. 

 

    6.5   With exception of the English Bank Holiday and days on which the Company is closed, the Company’s business hours are 9.00am -                           6.00pm GMT, Monday to Friday. The Company may be available to provide out of hours services at its own discretion. The                                           Company also reserves the right to change its business hours for which due notice will be given to Clients. 

 

    6.6   For services carried out Monday to Friday but outside of the Company’s business hours 6.00pm - 9.00am, an increased rate hour will be                 charged to the Client. 

 

    6.7    For services carried out on Saturday, Sunday and on English Bank Holiday or when the Company is  

              closed between the hours of 9.00am - 6.00pm, an increased rate per hour will be charged to  

              the Client. 

 

    6.8    For service carried out on Saturday, Sunday and on English Bank Holidays or when the    

              Company is closed between the hours of 6.00pm - 9.00am, an increased rate per hour will    

              be charged to the Client. 

7.     Payment Card 

 

     7.1    The Company will request the provision of payment details by the Client for the purpose of 

              purchasing goods and/or making payment to the Supplier.    

    

     7.2     Details provided to the Company by the Client will be valid and accurate at all times and should 

               there be a change, the Client notifies the Company in writing at the earliest opportunity possible.

 

     7.3     The Client will ensure the adequate and sufficient funds have been made available through the      

               designated Payment Card for the purpose of servicing such request. 

 

     7.4      The Company will only make use of the Client’s Payment method on the condition that the Client 

                has given prior authorisation. Clients acknowledge and agree that:

     

           7.4.1   the Payment card used will be that of the Client and;

 

           7.4.2   for the sake of clarification the Company shall in no way take any liability for any 

                       unauthorised use by the Supplier. 

 

     7.5     Where a Client instructs the Company to make a restaurant reservation on their behalf but 

                subsequently cancels, the Client acknowledges that the Payment Card with be charged with the     

                deposit where applicable for securing such reservation.  

  

8.      Cancellation / Termination 

       

     8.1     The Company reserves the right to cancel and terminate, at its sole and absolute discretion, the use   

               of the Company’s services at any time with immediate effect. 

 

     8.2     Where there is a repeat breach of the Terms and Conditions, the Company reserves the right to 

               cancel and/or refuse to service any requests from the Client.  

 

     8.3      The Company or the Partner reserve the right to terminate the partnership providing either party is      

                given written notice thirty(30) days prior to the intended date of termination.

9.      Liability

 

     9.1     Upon the written request and/or instructions of the Client,  the Company will at all times exert     

               reasonable care and skill in its provision of services to the Client. 

 

     9.2     The Company will exert reasonable care and skill when engaging with Suppliers where necessary. 

 

     9.3     Should a Supplier become unavailable, the Company will exercise reasonable effort to find a 

               alternate Supplier. Clients will acknowledge that sourcing from a Supplier is subject to availability  

               and the Company will not be liable for the Supplier. 

     

     9.4      The Company will be not be responsible or bear liability for any goods or services provided by 

                Supplier. Clients must always rely on their own judgement and discretion when engaging 

                Suppliers and acknowledge that any goods or services provided by the Supplier is bond by the 

                contract between the Client and the Supplier. 

 

     9.5      Except to the extent permitted by the applicable law, the Client agrees to indemnify and   

                hold harmless the company, and its respective directors, shareholders, affiliates, officers, agents, 

                employees, and permitted successors and assigns against any and all claims, losses, damages, 

                liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or 

                amount whatsoever, which result from or arise out of any act or omission of the Client, 

                its respective directors, shareholders, affiliates, officers, agents, employees, and permitted 

                successors and assigns that occurs in connection with this Agreement. This indemnification will 

                survive the termination of this Agreement.

 

     9.6      The Company shall not be liable to the Client and will not be deemed to be in breach of these terms 

                and conditions for any delay in performing, or failure to perform, the services which such delay or     

                failure is due to causes and events beyond the Company’s reasonable control.   

10.      Confidentiality

 

     10.1     Confidential information (the "Confidential Information") refers to any data or information 

                 relating to the business of the Client which would reasonably be considered to be proprietary to               

                 the Client including, but not limited to, accounting records, business processes, and Client records    

                 and that is not generally known in the industry of the Client and where the release of that 

                 Confidential Information could reasonably be expected to cause harm to the Client.

 

    10.2     The Company agrees that it will not disclose, divulge, reveal, report or use, for any purpose, 

                 any confidential information which the Company has obtained, except as authorised by the Client   

                 or as required by law. The obligations of confidentiality will apply during the term of this    

                 Agreement and will end on the termination of this Agreement except in the case of any 

                 Confidential Information which is a trade secret in which case those obligations will last 

                 indefinitely.

 

    10.3      All written and oral information and material disclosed or provided by the Client to the Company  

                 under this Agreement is Confidential Information regardless of whether it was provided before or 

                 after the date of this Agreement or how it was provided to the Company.

 

     10.4     The term “Confidential Information” shall not include information that at the time of disclosure is,   

                 or thereafter becomes, generally available to and known by the public. 

11.     Ownership of Intellectual Property

 

   11.1       All intellectual property and related material (the "Intellectual Property") that is developed or 

                 produced under this Agreement, will be the property of the Company. The Client is granted a      

                 non-exclusive limited-use license of this Intellectual Property. Title, copyright, intellectual   

                 property rights and distribution rights of the Intellectual Property remain exclusively with the 

                 Company. 

 

12.     Return of Property

 

   12.1      Upon the expiry or termination of this Agreement, the Company will return to the Client any 

                property, documentation, records, or Confidential Information which is the property of the Client.

 

 

13.     Capacity/Independent Company 

 

    13.1     In providing the Services under this Agreement it is expressly agreed that the Company is acting 

                as an independent Company and not as an employee. The Company and the Client acknowledge 

                that this Agreement does not create a partnership or joint venture between them, and is exclusively 

                a contract for service.

 

14.    Notice

 

   14.1     All notices, requests, demands or other communications required or permitted by the terms of this 

              Agreement will be given in writing and delivered to the Company at the following address: Walters 

              Concierge, 27 Old Gloucester Street, London, England, WC1N 3AX or by email to Enquiry@waltersconcierge.com or to such other                           address as either Party may from time to time notify the other. 

15.     Modification of Agreement

 

    15.1      Any amendment or modification of this Agreement or additional obligation assumed by either 

                 Party in connection with this Agreement will only be binding if evidenced in writing signed by 

                 both the Company and the Client

 

16.    Entire Agreement

 

     16.1     It is agreed that there is no representation, warranty, collateral agreement or condition affecting 

                 this Agreement except as expressly provided in this Agreement.

 

17.     Titles/Headings

 

     17.1     Headings are inserted for the convenience of the Company and Client only and are not to be considered when interpreting this                                    Agreement.

 

18.    Governing Law

 

     18.1     This Agreement will be governed by and construed in accordance with the laws of England.

 

19.      Severability

 

     19.1    In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in 

                whole or in part, all other provisions will nevertheless continue to be valid and enforceable with 

                the invalid or unenforceable parts severed from the remainder of this Agreement.

 

20.     Waiver

 

     20.1    The waiver by either Party of a breach, default, delay or omission of any of the provisions of this 

                Agreement by the other Party will not be construed as a waiver of any subsequent breach of the 

                same or other provisions.