1. These terms

1.1 What these terms cover. These are the terms and conditions on which we supply our on-demand services and supply the Product(s) and/or Service(s) to you and your nominated authorised persons.

1.2 Why you should read them. Please read these terms carefully before you sign your contract with us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.

1.3 Definitions. Within these terms and conditions, we adopt the following definitions

1.3.1        Start Date: the date of the Engagement Letter accompanying these terms and conditions

1.3.2        Customer/Client/You: the client named on the Engagement Letter and including an individual, corporate, or unincorporated body

1.3.3        Event(s) Outside Our Control: those events set out at clause 11 of these terms and conditions

1.3.4        On-Demand Price List: the list setting out our charges for the On-Demand Services and which can be found on our on-line portal

1.3.5        Product(s): the whole or part of a physical item which We are to supply or source including but not limited to tickets, dining packages, travel bookings or gift cards

1.3.6        Service(s): the whole or part of any services which We are to supply including but not limited to research and bookings as set out in the On-Demand Price List

1.3.7        Supplier: the supplier of the Product(s) or Service(s) or their representative

1.3.8        Terms: these terms and conditions, the Engagement Letter and the On-Demand Price List

2. Information about us and how to contact us

2.1 Who we are. Otium Concierge Limited is a legal entity. These terms are issued on behalf of the Otium Concierge Limited so when we mention ‘Otium’, ‘we’, ‘us’ or ‘our’ in this document, we are referring to the relevant company in the Otium Concierge Limited. Our details are as follows:

Otium Concierge Limited a company registered in England and Wales. Our company number is 11149394 and our registered office is at Wesley Clover Innovation Centre, Coldra Wood, Newport NP18 2YB. Our registered VAT number is 297 9546 26.

2.2 How to contact us. Our contact details are as follows:

Otium Concierge Limited: telephone +44 (0) 333 340 6312 or email on- demand@otium-concierge.com

 2.3              How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us.

 2.4              "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3.                  Our contract with you

3.1 How our contract with you is formed. A contract will come into existence between you and us on the earlier of the following dates: (i) the date you send back a copy our Engagement Letter, confirming that you have read and accepted these Terms and Conditions and any other terms contained in the Engagement Letter or (ii) the date you request any Service or Product. The date of the contract will be the Start Date. If there are any conflicts between any terms of the Engagement Letter and these Terms and Conditions, these Terms and Conditions will prevail.

 3.2 Agency. We act as your agent under the Commercial Agents (Council Directive) Regulations 1993 and any contract we enter into with a Supplier on your behalf will be deemed to have been entered into directly with you.

 3.3 If we are unable to provide our services to you. We will contact you in writing and we will not charge you for the Services. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the services.

4. Our Services

 4.1  Our Services are as described in our On-Demand Price List, on our on-line portal and in our Engagement Letter to you. Please ensure that the Engagement Letter accurately lists the services you are purchasing from us. If any of the services listed therein are inaccurate or missing, please contact us.

 4.2  We shall supply the Services to you in accordance with your requests. However, we will not provide or facilitate the supply of goods or services that we believe may violate applicable laws or may offend taste and decency.

4.3 We will use all reasonable endeavors to make sure we perform the Services by the dates you specify. However, this may not always be possible and so all dates shall be estimates only.

 4.4 We reserve the right to make any changes to the Services which are necessary to comply with the law or safety requirements. We will let you know if this happens.

5. Your rights to make changes

 5.1 If you wish to make a change to the Services you are purchasing from us, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Services, their timing or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. Our rights to make changes

6.1              Minor changes to the services. We may change the Services:

(a)           to reflect changes in relevant laws and regulatory requirements; and

(b)          to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Services.

6.2              More significant changes to the Services and these Terms. In addition, we may make more significant changes to these Terms or the Services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any Services paid for but not received.

7.                  Providing the Services

7.1              When we will provide the Services. We will supply the Services to you from the Start Date until this contract is terminated.

7.2              Who will provide the Services. We will be responsible for providing you with the Services but from time to time, some of these services may be outsourced to third party Suppliers.

7.3              We are not responsible for delays outside our control. If our performance of the Services is affected by an Event Outside Our Control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Services you have paid for but not received.

7.4              What will happen if you do not provide required information to us. We will need certain information from you so that we can provide the Services to you. We will contact you

in writing to ask for this information. If you do not, within a reasonable time of us asking for it, provide us with this information, or you provide us with incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for providing the Services late or not providing any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.5              Reasons we may suspend the Services. We may have to suspend the Services to:

(a)           deal with technical problems or make minor technical changes;

(b)          update the Services to reflect changes in relevant laws and regulatory requirements;

(c)           make changes to the Services as requested by you or notified by us to you.

7.6              Your rights if we suspend the Services. We will contact you in advance to tell you we will be suspending the Services, unless the problem is urgent or an emergency. If we have to suspend the Services for longer than 1 month in any 12-month period we will adjust the price so that you do not pay for Services while they are suspended. You may contact us to end the contract if we suspend the Services, or tell you we are going to suspend them, in each case for a period of more than 1 month and we will refund any sums you have paid in advance for Services not provided to you.

7.7              We may also suspend the Services if you do not pay. If you do not pay us for the Services or Product(s) when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not suspend the Services where you dispute the unpaid invoice. As well as suspending the Services we can also charge you interest on your overdue payments.

7.8              If the Services involve foreign travel, you accept sole responsibility for all necessary travel documentation including but not limited to passports and travel and medical insurance. You accept fully responsibility if you or any member of your party are unable to travel as a result of failing to have the necessary documentation. We will not accept any liability or responsibility to refund fees in cases where you or a member of your party are unable to travel because of a failure to have the necessary documentation.

8.                  Your rights to end the contract

8.1              You can always end the contract before the Start Date.

8.2              What happens if you have good reason for ending the contract. If you are ending the contract for a reason set out at (a) to (d) below the contract will end immediately and we will refund you in full for any Services which have not been provided or have not been properly provided. The relevant reasons are:

(a)           we have told you about an upcoming change to these terms which you do not agree to;

(b)          there is a risk the Services may be significantly delayed because of events outside our control;

(c)           we suspend the Services for technical reasons, or notify you are going to suspend them for technical reasons, in each case for a period of more than 1 month; or

(d)          you have a legal right to end the contract because of something we have done wrong.

8.3              When you don’t have the right to change your mind. You do not have the right to change your mind in respect of Services, once these have been completed, even if the cancellation period is still running.

8.4              How long do you have to change your mind? You have 7 days after the day after we write to you to confirm that we can provide the Services. However, if you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.

8.5              What happens if you end the contract without a good reason. Unless you have a right to end the contract immediately, the contract will not end unless you give at least 3 months’ written notice. The last day of the notice period must be before the anniversary of the Start Date. We will refund any advance payment you have made for Services which will not be provided to you. We will not refund any annual subscription fee you have already paid.

9.                  How to end the contract with us (including if you have changed your mind)

9.1              Tell us you want to end the contract. To end the contract with us, please let us know by contacting the relevant company on the details above. You can call or email us. Please quote your client number.

9.2              How we will refund you. We will refund you the price you paid for the Services by the method you used for payment. However, we may make deductions from the price, as described below.

9.3              Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:

(a)  We may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.4              When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then your refund will be made within 14 days of your telling us you have changed your mind.

10.              Our rights to end the contract

10.1          We may end the contract if you break it. We may end the contract at any time by writing to you if:

(a)           you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;

(b)          you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services; or

10.2          You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3          We may stop providing the Services. We may write to you to let you know that we are going to stop providing the Services. We will let you know at least 1 month in advance of our stopping the Services and will refund any sums you have paid in advance for Services which will not be provided.

11.              Events Outside Our Control

11.1          No party shall be in breach of these Terms or liable for delay in performing or failing to perform any of its obligations under these Terms if the delay or failure results from events, circumstances or causes beyond its reasonable control.

12.              If there is a problem with the services

How to tell us about problems. If you have any questions or complaints about the Services, please contact us. You can contact us by telephoning our customer service team on +44 (0) 33 33 406 312 or by writing to us at hello@otium-concierge.com or Otium Concierge, Wesley Clover Innovation Centre, Coldra Wood, Newport NP18 2YB.

12.1          Summary of your legal rights. See the box below for a summary of your key legal rights in relation to the Services. Nothing in these Terms will affect your legal rights.

13.              Price and payment

13.1          Where to find the price for the Services. The price of the Services (plus VAT) will be the price as set out in our Engagement Letter and the On-Demand Price List in effect at the time of your request.

13.2          We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we provide the Services, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.

13.3          What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Services we sell may be incorrectly priced. If this happens, we will contact you and advise you of the new price.

13.4          When you must pay and how you must pay. You will pay the annual subscription fee in advance by direct debit. We will continue to invoice you annually on the anniversary of the Start Date unless the Contract has been terminated in accordance with these Terms and Conditions. We will charge you in advance for any Service(s) and Product(s). You agree to the deduction of these charges from your card, details of which shall be provided to us in advance and which you authorise us to use.

13.5          We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

13.6          Abortive charges. If you instruct us to provide a Service and should, for whatever reason, you change your mind or should the Service otherwise fail to proceed, we reserve the right to charge such sum as is reasonable having regard to the amount of work already done together with VAT if applicable. What constitutes a reasonable amount will be at our discretion and our assessment is final.

14.              Expenses and additional services

14.1          We will charge you for any expenses incurred in our performance of the Services. We will charge or invoice you in advance of incurring any necessary expenses.

14.2          You can request additional Services from us at any time. These requests must be in writing and will be charged at the point that they are incurred.

14.3          There will be additional charges for working hours requested outside of the hours of Monday to Friday 9am – 5pm, excluding bank holidays.

15.              Our responsibility for loss or damage suffered by you

15.1          We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. Our maximum liability (including all types of consequential loss) to you and any third party in connection with the provision of the Services will be limited to no more than 10% of the total charges paid under the Contract.

15.2          We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services including the right to receive services which are as described and supplied with reasonable skill and care.

15.3          We are not liable for business losses. We only supply the services for domestic and private use. If you use the services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.4          Your decision. In the performance of the services, we may present to you a number of options in relation to, for example, goods or products. You agree that the final decision on which option to purchase will be yours and yours alone; we are not liable to you for any product or service, or contract, that you independently purchase or enter into.

15.5          Personal Items. We do not accept any liability for loss of or damage to any of your items, belongings or vehicles, however caused.

16.              Credit and debit cards

16.1          Where you have authorised us to use a debit or credit card to make payments on your behalf to a third party, you acknowledge that:

(a)           The credit or debit card supplied to us is owned by you or you have authority from the owner for such use; and

(b)          The credit or debit card will have sufficient funds to cover in full the cost of the goods or services supplied by the third party.

16.2          All costs associated with the use of your credit or debit card shall be paid by you. You may instruct us to make a reservation or leave a deposit on your behalf. Where such reservation, event or item is subsequently cancelled or forfeited by you, you authorise us to charge to your credit or debit card the amount of the deposit forfeited by us as a result of such cancellation.

17.              Third party suppliers

17.1          We will engage third party Suppliers to provide you with some of the Product(s) and Service(s). They will be responsible for providing you with these Product(s) and Service(s) and we accept no liability for the Service(s) and Procut(s) provided by third party Suppliers. We may communicate with them on your behalf and will charge an administrative fee, unless it would be more appropriate for you to contact them directly.

17.2          Third party Suppliers may impose their own terms and conditions. These will be binding on you and will be outside of our control. Any contracts for Product(s) and Service(s) that we have arranged for you on your request are between you and the Supplier. We are not a party to that contract.

17.3          Any Product(s) or Service(s) ordered by us are subject to availability. Availability may change without notice. Where possible, we will let you know when this happens with plenty of notice to enable you to make a different choice.

18.              Referral fees

We may be paid referral fees by third party suppliers for successful referrals. You agree that these referral fees will belong to us.

19.              How we may use your personal information

19.1          How we may use your personal information. We will only use your personal information as set out in our Privacy Policy. You can find our Privacy Policy on our website. Alternatively, you can request a copy of our Privacy Policy.

20.              Other important terms

20.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

20.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

 20.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its term. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

20.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

 20.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.

 20.6  Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the law of England and Wales, and you can bring legal proceedings in respect of the services in the courts of England and Wales.