1.
DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following
definitions apply:
1.1.1 Benefits: means the benefits made
available to Members by Suppliers.
1.1.2 Conditions: these terms and
conditions as amended from time to time in accordance with clause 10.5.
1.1.3 Joining Fee: means the Fee payable
by the Member to Dstricts upon acceptance of a Membership application, in
accordance with clause 3.1.
1.1.4 Member: a person registered as a
member of the Membership Club.
1.1.5 Membership: means membership of the
Membership Club.
1.1.6 Membership Card: means the card
issued to Members by Dstricts upon acceptance of a Membership application in
accordance with clause 2.
1.1.7 Membership Club: means the Dstricts
Lifestyle Membership Club owned by Dstricts (UK) Limited.
1.1.8 Membership Fees: means the fees
payable in respect of Membership notified to Members upon application for and
prior to renewal of Membership.
1.1.9 Payment Card: has the meaning given
in Clause 3.7.
1.1.10 Website: means the website located
at www.Dstricts.com.
1.1.11 Request: means a request placed by a
Member with Dstricts for Dstricts to arrange the supply of goods and/or
services from a third party on the Member's behalf.
1.1.12 Services: means the concierge and
lifestyle management services provided by Dstricts to its Members as part of
their Membership.
1.1.13 Supplier means a supplier engaged by
Dstricts on behalf of and as agent for a Member to provide goods and/or
services to that Member.
1.2 In
these Conditions, the following rules apply:
(a) a person includes a natural person,
corporate or unincorporated body (whether or not having separate legal
personality);
(b) a reference to a party includes its
personal representatives, successors or
permitted assigns;
(c) a reference to a statute or statutory
provision is a reference to such statute or statutory provision as amended or
re-enacted. A reference to a statute or statutory provision includes any
subordinate legislation made under that statute or statutory provision, as
amended or re-enacted;
(d) any phrase introduced by the terms
including, include, in particular or any similar expression, shall be construed
as illustrative and shall not limit the sense of the words preceding those
terms; and
(e) a reference to writing or written includes
e-mails.
2. MEMBERSHIP APPLICATIONS AND YOUR MEMBERSHIP
CARD
2.1 All
Membership applications are subject to acceptance by Dstricts at its sole
discretion. Dstricts shall notify applicants in the event that his or her
Membership application has been accepted. Dstricts is under no duty to disclose
its reasons for rejecting any Membership application.
2.2 You are
obliged to provide correct personal details when you apply for Membership.
Failure to do so may invalidate your Membership and any subsequent
transactions. Your responsibility to provide accurate information is a
continuing obligation and you must notify Dstricts promptly in the event that
any information provided by you in connection with your Membership changes.
2.3 Dstricts
operates offices in a number of territories worldwide. Dstricts encourages
Members with residences in multiple territories to register for Membership with
the Dstricts office in the territory where their primary residence is located
in the first instance.
2.4 Dstricts
will issue you with a Membership Card together with associated Membership
documentation as soon as possible following receipt of your Joining Fee and
Membership Fee.
2.5 Your
Membership is personal to you. You are responsible for ensuring that no one
(other than your personal assistant on your behalf, where applicable) uses your
Membership.
2.6 Access
to and use of your personalized Membership section of the Website is through a
combination of user name and password. You are solely responsible for
maintaining the confidentiality of your user name and password and you agree to
notify Dstricts immediately if you believe that there has been any breach of
security, including the unauthorized use of your name and password.
2.7 We will
take all steps reasonably necessary to ensure that your data is treated
securely and in accordance with the Dstricts privacy policy, further details of
which are set out in Clause 10.1. Please note that all information you provide
to us is stored on our secure servers. Any payment transactions carried out by
us or our chosen third-party provider of payment processing services will be
encrypted using Secured Sockets Layer technology.
2.8 You
must notify Dstricts immediately by e-mail at AskQ@Dstricts.com if your
Membership Card is lost or stolen.
3. MEMBERSHIP FEES, UPGRADES, CANCELLATIONS AND
RENEWALS
3.1 For the
first year of your Membership, Membership Fees and the Joining Fees payable
shall be confirmed to you prior to acceptance of your Membership application.
The Joining Fee shall be payable in full upon acceptance of your Membership
application. Any increase or decrease to the Membership Fees for subsequent
years of Membership will be notified to all Members in advance or their Renewal
Dates.
3.2 You
acknowledge that your payment of the Joining Fee constitutes your express
request for us to begin to supply you with the Services.
3.3 Subject
to Clauses 3.5, 3.6 and 3.12, Membership Fees are non-refundable. Your Joining Fee
covers our costs in setting up your Membership and is non-refundable in all
circumstances.
3.4 You
have the right to cancel your Membership until the end of 14 days after the day
on which we accept your Membership application ("Cancellation
Period") and we would ask that you inform us of your decision in writing.
3.5 If you
cancel your Membership within the Cancellation Period, you will be reimbursed
for your Membership Fee, less deductions for the Services we have performed up
until you informed us of your decision to cancel.
3.6 Dstricts
reserves the absolute right to cancel or suspend your Membership where it has
reason to do so. If Dstricts cancels your Membership, where it is reasonable to
do so Dstricts shall refund the balance of the current annual Membership Fee on
a pro rata basis in respect of the unexpired period to which the annual
Membership
Fee relates.
3.7
Membership Fees are due on acceptance of your Membership application and
annually thereafter (the "Renewal Date"), and full payment will be
taken by Dstricts annually in advance by direct debit or payment by a credit or
debit card which you have authorized us to deduct such payment from
("Payment Card") in accordance with the relevant invoice.
3.8 Where
you have provided us with details of a Payment Card or have authorized a direct
debit mandate, you hereby expressly authorize Dstricts to deduct collect
renewal Membership Fees up to 28 days prior to or on your Renewal Date. Alternatively,
you will be contacted directly in order to renew your Membership.
3.9 If you
do not wish to renew your Membership you must notify us at least 30 days prior
to your Renewal Date.
3.10 If you
do not notify us in accordance with Clause 3.9, Dstricts reserves the right to
recharge the then current Membership Fee in order to renew the Membership.
3.11 Dstricts
(and its affiliated international offices) reserve the right to refuse to
provide the Services should any payment due under these Conditions not be
received.
3.12 If,
during the course of your current Membership, you wish to upgrade your
Membership to a higher level of Membership or Dstricts reasonably requests you
to upgrade your Membership based on your usage of the Services, the difference
in price between the two categories of Membership will be payable on a pro rata
basis. If you do not accept Dstricts's request for you to upgrade your
Membership then Dstricts reserves the right to cancel your existing Membership
with immediate effect in which case you will be entitled to a pro-rata refund
in respect of the period from the date of cancellation until the end of the
relevant Membership year for which you have paid Membership Fees.
3.13 Dstricts
may at your request purchase goods or services on your behalf. In the event
that we act as a credit agent in this regard, you hereby authorize Dstricts to
deduct the credit sum from your Payment Card immediately.
4. SUPPLY OF SERVICES
4.1 Dstricts
shall supply the Services to the Member during the Membership in accordance
with the Member's particular Requests, provided that Dstricts shall not be
required to provide or facilitate the supply of goods and/or services that it
deems at its sole discretion may violate applicable laws, standards and/or
regulations or may offend taste and decency in the relevant jurisdiction.
4.2 Dstricts
shall use its reasonable endeavors to meet any performance dates specified, but
any such dates shall be estimates only and time shall not be of the essence for
performance of any Services.
4.3 Dstricts
shall have the right to make any changes to the Services which are necessary to
comply with any applicable law or safety requirement, or which do not
materially affect the nature or quality of the Services, and Dstricts shall
notify the Member in any such event.
4.4
Services will be provided in English (and in other languages depending on the
location of the Dstricts office during normal business hours).
4.5 Outside
normal business hours (or as may otherwise be required from time to time),
Member queries and/or Requests may be routed to an alternative Dstricts office
for assistance. At such times, services will be provided in the English
language.
4.6 You
acknowledge that Dstricts reserves the right to accept commissions upon the
supply of products or performance of services by any Supplier.
4.7
Telephone calls to Dstricts may be monitored or recorded for training and
quality control purposes.
4.8 Dstricts
shall provide the Services using reasonable care and skill and, as far as
reasonably possible, in accordance with your Requests and reasonable
instructions from time to time.
4.9
Restaurants and clubs:
(a) When
you use the restaurant booking service you hereby authorize us to debit your
Payment Card for any deposit paid by us on your behalf to the restaurant which
is forfeited as a result of your cancellation of the booking.
(b) When
you use the restaurant booking service you agree that where you cancel a
restaurant booking within 24 hours of the time the restaurant reservation is
made you shall not be entitled to any refund of any monies paid to secure the
booking including the return of any booking deposit.
(c) Dstricts
reserves the right to deny restaurant requests from Members if Members
repeatedly fail to honor their bookings or continuously violate cancellation
policies.
(d)
Admission of Members to any club premises is at all times at the sole
discretion of the club Supplier and Dstricts shall have no liability where a
Member is refused admission to a club.
4.10
Tickets:
(a) Dstricts
may be able to obtain "best tickets" for you in relation to sold out
events through one of its ticket agent partners. Please note that by
instructing Dstricts to obtain such tickets on your behalf you are agreeing to
purchase tickets above face value and the total cost may include a service
charge to Dstricts in respect of our provision of services to obtain the seats
for you. Dstricts is not the seller of the tickets and is not responsible for
fulfilment of your order.
(b) All
such tickets and ticket agent partners (who shall be the seller in respect of
the transaction) shall have their own terms and conditions (which we suggest
you should read). Such terms and conditions are likely to include terms which
state that sales of tickets are final and no refunds shall be issued after the
purchase has been made. Dstricts shall
not be able
to provide you with any refund or obtain any such refund on your behalf.
(c) In the
event of a show being cancelled directly by the artist/promoter, it may be
possible to obtain a refund of the face value of the relevant tickets.
(d) Dstricts
or its ticket agent partner will dispatch your tickets through delivery agents
at standard rates. Please note that Dstricts shall not be liable for any
failure by delivery agents to deliver your tickets.
5. PLACING A REQUEST
5.1 Members
may place Requests by telephone (which does not include text messages), e-mail
or through the Members' section of the Website.
5.2 Members
should always contact their primary office in the first instance to manage all
Requests (including international Requests).
5.3 Dstricts,
acting reasonably, reserves the right to withdraw any of the Services and/or to
refuse to accept any Requests at its sole discretion.
5.4 If Dstricts
is unable or not obliged to deal with any Request, it will inform the Member as
soon as reasonably practicable.
5.5 You
undertake that all details you provide to us for the purpose of booking,
ordering or purchasing products or services are correct, that the debit, credit
and/or Payment Card you use from time to time is your own and that you have
sufficient funds to cover the cost of the product or service.
5.6 From
time to time the procurement or provision of certain services, products or
benefits may incur a Dstricts services fee or handling charge (of which you
will be notified in advance, and which may vary between Dstricts offices) and
in such event you hereby authorize Dstricts to debit your Payment Card with any
such handling charges or, alternatively, to invoice you in respect of such fees
or charges.
6. CANCELLATIONS, REFUNDS AND RETURNS
6.1 The
Member acknowledges that the sales contract for the supply of goods and/or
services made as a result of a Request is between the Member and the relevant
Supplier and that Dstricts is not a party to such contract. Cancellation of
contracts with Suppliers should be addressed with the Supplier directly and
will be subject to the relevant Supplier's policies.
6.2 If a
Request for a specific product or service is not available, Dstricts may offer
you substitute products or services of a similar description and standard. You
may at your sole discretion refuse acceptance of such substitute products
and/or services and request a full refund in the event that payment has already
been made to the Supplier for the unavailable product or service.
6.3 All
descriptions of any products, services or Benefits on the Website have been
approved by the relevant Supplier. Dstricts shall not be liable for inaccurate
or misleading descriptions.
6.4 Payment
for all products and services shall be due immediately upon acceptance of the
order by the relevant Supplier.
6.5 The
Member further acknowledges that for goods purchased on his or her behalf by Dstricts
directly from a Supplier, returns and exchanges will be subject to the terms
and conditions of that Supplier and returns or exchange of goods purchased may
not always be permitted. In circumstances where Dstricts is asked to source a
specific item for a Member, Dstricts shall inform the Member of the refund and
exchange policy of that Supplier in advance. Dstricts shall not be liable to
the Member where a Supplier does not accept the return or exchange of an item.
6.6 It
shall be the Member's sole responsibility to retain all proof of return of
goods to a Supplier, we recommend returning the goods by registered delivery,
or by any other similar means of ascertaining the date of the return dispatch
and tracking the return.
6.7 We will
inform you when we become aware that a refund of an order has been processed by
a Supplier.
6.8 Where
orders are delivered outside the EU, any applicable customs duties and sales
taxes shall not be refundable through Dstricts. It shall be the Member's sole
responsibility to recover such monies. Dstricts shall have no liability for any
items held by any customs or border agency.
6.9 In the
case of premium courier services, if the Member is not at the specified
Delivery address to receive their Order at the scheduled time, the Member may
incur further charges for subsequent attempts to re-deliver the goods.
7. SUPPLIERS
7.1
Suppliers are responsible for providing you with the services, products and
Benefits you Request us to order on your behalf from time to time. Dstricts
shall communicate with Suppliers on your behalf unless it is more appropriate
for you to contact the Supplier directly.
7.2
Suppliers may impose their own terms and conditions which, in every case apply
to the supply of goods and/or services by that Supplier to you, and such terms
and conditions shall be binding upon you at the time of order.
7.3 When
ordering a product or service or accessing a Benefit, you may be required to
provide your Payment Card details. If you request and authorize Dstricts to use
your Payment Card in order to pay a Supplier for products or services, you
acknowledge and agree that Dstricts shall have no liability or be responsible
in any way whatsoever in respect of the use of your Payment Card provided that Dstricts
acts in accordance with the instructions issued by you in relation thereof.
7.4 You
acknowledge that the Benefits are subject to availability and may change from
time to time without notice.
7.5 If Dstricts's
performance of any of its obligations under these Conditions is prevented or
delayed by any act or omission by the Member or failure by the Member to
perform any relevant obligation (Member Default):
(a) Dstricts
shall without limiting its other rights or remedies have the right to suspend
performance of the Services until the Member remedies the Member Default, and
to rely on the Member Default to relieve it from the performance of any of its
obligations to the extent the Member Default prevents or delays Dstricts's
performance of any of its obligations;
(b) Dstricts
shall not be liable for any costs or losses sustained or incurred by the Member
arising directly or indirectly from Dstricts's failure or delay to perform any
of its obligations as set out in this clause 7.5; and
(c) the
Member shall reimburse Dstricts on written demand for any costs or losses
sustained or incurred by Dstricts arising directly or indirectly from the
Member Default.
8. LIMITATION OF LIABILITY
8.1 Nothing
in these Conditions shall limit or exclude Dstricts's liability for:
(a) death
or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
(b) fraud
or fraudulent misrepresentation; or
(c) breach
of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title
and quiet possession).
8.2 Subject
to clause 8.1:
(a) Dstricts
shall not be liable to the Member, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any loss of profits,
loss of business, depletion of goodwill and/or similar losses, loss of
anticipated savings, loss of goods; or, loss of contract, or loss of use or,
loss of corruption of data or information whether direct or indirect or, any
special, indirect, consequential or pure economic loss, costs, damages, charges
or expenses arising under or in connection with their Membership; and
(b) Dstricts's
total liability to the Member in respect of all other losses arising under or
in connection with their Membership, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, shall be limited to the total value of
the Member's annual Membership Fee.
8.3 Your
contract for the supply of products or services is made with the relevant
Supplier only. Dstricts acts as an agent for the Supplier and, unless expressly
provided otherwise, all your rights and remedies are against the Supplier.
8.4 You
acknowledge that any contract entered into by you with any Supplier is an
independent contract. Dstricts hereby disclaims any and all liability for any
act or omission of any Supplier or any loss incurred by you as a result of any
act or omission of a Supplier whether or not arranged through the Dstricts.
8.5 Dstricts
shall have no liability to you for any loss, damage, costs, expenses or other
claims for compensation arising from Requests or any instructions supplied by
you which are incomplete, incorrect or inaccurate or arising from their late
arrival or non-arrival, or any Member Default.
8.6 Dstricts
shall not be liable to you or be deemed to be in breach of these Conditions by
reason of any delay in performing, or any failure to perform, any of Dstricts's
obligations in relation to the Services, if the delay or failure was due to any
cause beyond Dstricts's reasonable control.
8.7 Except
as expressly set out in these Conditions, all warranties, conditions and other
terms implied by statute or common law are, to the fullest extent permitted by
law, excluded from these Conditions.
8.8 This
clause 8 shall survive termination of these Conditions.
9. COMMENCEMENT AND TERMINATION
9.1 These
Conditions shall take effect and be binding upon the Member and Dstricts (UK)
Limited upon acceptance by Dstricts of your Membership application. These
Conditions shall be applicable for the duration of your Membership and shall
only cease to have effect upon the expiry or termination of your Membership.
You agree that your only rights and remedies under these Conditions shall be against
Dstricts (UK) Limited and no other entity.
10. GENERAL
10.1
Privacy and Data Protection
The
Services and your Membership are subject to the Dstricts privacy policy,
incorporated into these Conditions by reference and set out at the following
web address: Privacy Policy which applies at all times in relation to any data
that we collect from you.
10.2
Assignment and subcontracting:
(a) Dstricts
may at any time assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights under these Conditions and may subcontract
or delegate in any manner any or all of its obligations under these Conditions
to any third party or agent.
(b) The
Member shall not, without the prior written consent of Dstricts, assign,
transfer, charge, subcontract or deal in any other manner with all or any of
its rights or obligations under these Conditions.
10.3
Waiver:
(a) A
waiver of any right under these Conditions is only effective if it is in
writing and shall not be deemed to be a waiver of any subsequent breach or
default. No failure or delay by a party in exercising any right or remedy under
these Conditions or by law shall constitute a waiver of that or any other right
or remedy, nor preclude or restrict its further exercise. No single or partial
exercise of such right or remedy shall preclude or restrict the further
exercise of that or any other right or remedy.
(b) Unless
specifically provided otherwise, rights arising under these Conditions are
cumulative and do not exclude rights provided by law.
10.4
Severance:
(a) If a
court or any other competent authority finds that any provision of these
Conditions (or part of any provision) is invalid, illegal or unenforceable,
that provision or part-provision shall, to the extent required, be deemed
deleted, and the validity and enforceability of the other provisions of these
Conditions shall not be affected.
(b) If any
invalid, unenforceable or illegal provision of these Conditions would be valid,
enforceable and legal if some part of it were deleted, the provision shall
apply with the minimum modification necessary to make it legal, valid and
enforceable.
10.5
Variation: Dstricts may vary these Conditions from time to time and will notify
you of any changes in a timely manner. Notification will be by some or all of
the following: Dstricts Newsletter, the Website, by Email or by phone. Your
continued use of your Membership constitutes acceptance of such variations to
these Conditions.
10.6 No
partnership: Nothing in these Conditions is intended to, or shall be deemed to,
constitute a partnership or joint venture of any kind between any of the
parties, nor constitute any party the agent of another party for any purpose.
No party shall have authority to act as agent for, or to bind, the other party
in any way.
10.7 Third
parties: A person who is not a party to these Conditions shall not have any
rights under or in connection with it.
10.8 Governing
law and jurisdiction: These Conditions, and any dispute or claim arising out of
or in connection with it or its subject matter or formation (including
non-contractual disputes or claims), shall be governed by, and construed in
accordance with, English law, and the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.