1. Definitions & General
1.1 Definitions
“Agreement” shall mean the correspondence between TimeDesign Concierge Services Limited (“TDC”) and the Client under which the Services are requested by the Client and confirmed by TDC together with the terms and conditions set out here (“the Terms”) pursuant to which the Services shall be provided;
“Charge” means the charge payable by the Client to TDC in accordance with the Agreement and shall be at the rate published from time to time by TDC or at such other rate notified to the client in writing by TDC;
“Client” shall mean the person, firm, company or organisation for whom TDC has agreed in writing to provide the Services in accordance with the Agreement;
“Parties” shall mean both TDC and the Client and “Party” shall mean either TDC or the Client as the context requires
“Services” means the services to be provided by TDC to or for the Client in accordance with the Agreement;
1.2 TDC shall be entitled to alter and vary the Terms from time to time on reasonable written notice to the Client.
1.3 TDC’s normal hours of business are 09.00 – 17.30 Monday to Friday excluding public holidays. Where TDC is required to provide Services outside these hours TDC shall be entitled to charge for its Services at a higher hourly rate, such rate to be notified to the Client in writing from time to time. Outside normal hours, the Client may reach TDC by telephone or email as notified from time to time. TDC will respond to all messages left by the Client as soon as reasonably possible.
1.4 Telephone calls between TDC and the Client may be recorded and/or monitored from time to time for training purposes or to ensure quality of service.
2. Supply of the Services
2.1 TDC shall provide the Services to the Client subject to these Terms or such other terms and conditions as may be agreed in writing between TDC and the Client
2.2 The Client may request from TDC any information or ideas in respect of any desired Services to be provided by TDC (including events, activities, venues, goods and Services). TDC reserves the right to refuse to provide the desired Services if, in the sole opinion of TDC, the Services are to be used by the Client for any immoral or unlawful purpose
2.3 TDC shall inform the Client from time to time of the scope of the Services offered by TDC but shall not be committed to provide any particular Service to the Client unless it has agreed to do so in writing.
2.4 TDC’s understanding of the Services requested by the Client shall be confirmed in writing by TDC in acceptance of the Client’s request. If there are any aspects of the Services requested that TDC appears not to fully understand the Client must advise TDC immediately and provide all necessary information to ensure that TDC fully understands the Services requested and can perform the Services within the time period agreed.
2.5 The Client is responsible for providing sufficient information to TDC as TDC deems necessary to enable the Services to be provided by TDC.
2.6 Where the Client engages TDC to provide Services through the appointment of a third party supplier (“Supplier”) and the Services required may only legally be carried out by a Supplier with specific qualifications, and/or insurance, TDC shall use reasonable endeavours to ensure that any Supplier who it is proposed be appointed to perform the Services shall be so qualified/insured (but without obtaining any copy policy or policy schedule).
2.7 TDC undertakes to locate, identify and provisionally book such Suppliers as purport to provide the Services required by the Client. Any and all bookings of Suppliers by TDC are undertaken on behalf of the Client who shall be directly responsible to the Supplier for payment of any charges made by such Suppliers in providing the Services.
2.8 Where a Supplier is engaged to provide Services the Client shall ensure sufficient access at all reasonable times to the place where the Supplier is required to perform the Services.
2.9 Where the provision of any Service either directly by TDC or through a Supplier requires the consent of a third party such as planning authorities or other governmental or competent authorities landlords or any other party whatsoever the Client shall be responsible for obtaining such consents (subject to any agreement the Client makes to the contrary with any Supplier). TDC shall not be obliged to provide Services if it becomes apparent that any such consent is or may be required but has not been obtained.
2.10 TDC shall use reasonable endeavours to ensure that the charges made by any Supplier to the Client are reasonable by comparison with local market rates for similar Services. However TDC does not warrant or represent that any Services are to be provided at the lowest available cost and gives no warranty as to any Supplier’s charges for Services, which have been ordered, negotiated or arranged by the Client direct with the Supplier.
2.11 TDC shall, if requested by the Client, use its reasonable endeavours to issue reminders for key events from time to time, issued at an agreed time prior to such event.
3. Charges
3.1 Subject to any special terms agreed, the Client shall pay TDC the Charge and any additional sums agreed between TDC and the Client for the provision of the Services.
3.2 TDC shall be entitled to vary the Charge from time to time by written notice to the Client.
3.3 TDC shall be entitled to invoice the Client immediately upon receipt of written acceptance of these Terms and in accordance with these Terms or at other times agreed in writing with the Client.
3.4 All payments made to TDC Via PayPal Transactions are liable to a 3% handling charge. This handling charge of 3% will be added to the total sum owing to TDC by the Client.
3.5 All quotations given and charges mentioned will be exclusive of VAT unless otherwise stated.
3.6 The Charge and any additional sum due shall be paid by the Client (without any set off, counterclaim or other deduction) in advance or within seven days of TDC’s invoice date.
3.7 A late payment penalty of 5% of the total invoiced charge will be payable to TDC should payments not be received by TDC within 7 days after the due date billed.
4. Client’s Responsibilities
4.1 Services provided by TDC are provided expressly for the Client and the Client shall not use the Services for any improper, immoral or unlawful purpose
4.2 The Client shall immediately inform TDC of the identity of any third party with whom the Client proposes to enter into a contract or arrangement for the sale of goods or supply of services which would result in Services provided by TDC effectively being provided to such third party and TDC shall be entitled to decline to provide such Services to such third party without providing any reason.
5. Cash Advances
Where the Client requests that TDC provides Services that entails TDC performing a task or a series of tasks in which TDC purchases products or Services on behalf of the Client and in which the cost exceeds £50 in total in any particular month, the Client will provide a cash advance to TDC or alternatively a form of credit with a Supplier or other supplier of the goods or Services. Any costs incurred by TDC up to £50 per month in performance of the Services requested will be invoiced by TDC at the end of the month in which they are incurred or upon completion of the Services if earlier and the relevant receipts or invoices shall be provided in support of the expenditure for which reimbursement is required. Any unused balance remaining of the cash advance provided by the Client will be returned by TDC to the Client, or shall be credited against amounts to be invoiced by TDC to the Client.
6. Termination
6.1 When the Client and TDC have entered into an Agreement of duration longer than one calendar month, either Party shall be entitled to terminate the Agreement for the provision of all or any of the Services upon 30 days written notice to the other.
6.2 Without prejudice to any other accrued rights and remedies available, TDC shall have the right to terminate the Agreement for the provision of all or any of the Services forthwith upon written notice if:
6.2.1 The Client breaches these Terms or, in the case of a breach capable of remedy, fails to remedy such breach within 7 days of written notice from TDC to so remedy; or
6.2.2 The Client goes bankrupt or turns insolvent or makes voluntary arrangements with any of its creditors or has an order made against any of its assets.
6.3 Upon issue and receipt by either Party of a notice of termination served in accordance with these Terms (a “Termination Notice”), the Client shall immediately make payment to TDC of all sums outstanding and owing to TDC including any sum expended or incurred by TDC on behalf of the Client in preparation for performance of the requested Services which shall include but not be limited to sums incurred in making telephone calls, sending letters, costs of obtaining any tickets or Services and reasonable administrative charges. In addition the Client shall be responsible for any costs incurred with any Supplier in respect of such cancellation.
6.4 TDC shall in the case of termination in accordance with clause 6.1 only, use reasonable efforts during the 30 day notice period to provide the Services requested by the Client prior to issue of the Termination Notice.
6.5 Upon termination of the Agreement pursuant to clauses 6.1 and 6.2 above, the Client shall not be entitled to any refund of the Charges.
6.6 In the case of the ad-hoc performance of Services required by the Client the Agreement will terminate automatically following the performance the Services by TDC and the payment for such Services by the Client.
6.7 For the avoidance of doubt the Client shall be responsible for the payment of the Charges for the duration of any unexpired portion of the 30 day notice period. The Client shall be entitled to receive the performance of Services in accordance with the Agreement until the date of termination of the Agreement.
6.8 The Client may cancel this Agreement or the performance of any Services to be performed under it, provided written notice of the Client’s requirement to cancel is received by TDC within one week (“Cooling-off Period”) of the date of the letter sent by TDC to the Client confirming TDC’s acceptance of the Client’s instructions in respect of the requested Services provided that TDC has not already incurred expenditure or started preparations for, or actually commenced performance of, the Services.
7. Liability
7.1 TDC shall not be liable for any loss, cost, expense or damage of any nature whatever (whether direct or indirect) resulting from the provision of the Services or the Client’s reliance upon the information, ideas and suggestions provided by TDC hereunder and any resulting supply of goods and Services to the Client by any third party.
7.2 TDC warrants to the Client that TDC shall use its reasonable endeavours to provide the Services using reasonable care and skill and, as far as reasonably possible, in accordance with the Clients requests and instructions from time to time.
7.3 Where TDC appoints a Supplier on behalf of the Client or recommends a Supplier that is then used by the Client for the supply of goods and Services, TDC does not give any warranty, guarantee or representation as to the quality, fitness for purpose or otherwise of the goods and Services to be provided by the Supplier and the Client shall be required to seek compensation for any loss or damage suffered as a result of the actions or omissions of the Supplier directly from such Supplier. For the avoidance of doubt TDC does not and will not provide any representations or recommendations in relation to any information, ideas and suggestions made by TDC in its efforts to provide Services and the Client is deemed to be responsible for, and shall use its own skill and judgement as to the quality, value and suitability of any such information, ideas and suggestions and in relation to deciding whether to engage any Supplier in the supply of Services or purchase/sale of goods.
7.4 TDC shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from requests or instructions supplied by the Client which are incomplete, incorrect or inaccurate or arising from their late arrival or non arrival, or any other fault of the Client.
7.5 TDC shall not be liable or be deemed to be in breach of the Agreement if TDC is delayed in performing, or fails to perform, any of it’s obligations in respect of the Services, if the delay or failure was due to any cause beyond TDC’s reasonable control.
7.6 Subject to the provisions of this clause 7, TDC’s maximum liability to the Client for breach of any of its obligations hereunder shall be limited to the value of the Charge to be made in respect of the relevant obligations (provided that the Charge has at such time been paid by the Client in full).
8. Disclosure of information
8.1 All information received by TDC in relation to the Client shall remain confidential and, except as maybe required by law, or may be required for the purpose of providing the requested Services (which may include sharing such information with Suppliers) TDC shall not, without the Client’s prior written consent, disclose or divulge to any third party any information of any nature whatsoever in relation to the Client.
8.2 Unless TDC receives notice from the Client to the contrary, TDC shall from time to time provide to the Client (by post, telephone or email) such information in relation to the Services that TDC considers maybe of interest to the Client
8.3 Under the Data Protection Act 1984 the Client shall be entitled upon written request to view any personal records or information held by TDC relating to the Client. TDC shall be entitled to charge an administrative fee for this service, which shall be set at the time of the Clients request.
8.4 By entering into the Agreement the Client expressly consents and authorises TDC to research into the Client’s financial status with any credit reference agency and understands and agrees that the credit reference agency concerned may make a record of that search and may share information concerning the Client with other businesses. Where the Client is a Company similar enquiries may be made against the Client Company’s directors.
9. General
9.1 These Terms (and any other terms and conditions agreed in writing between TDC and the Client from time to time) together with the Agreement constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except on written notice from TDC. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by Law.
9.2 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at it’s registered office or principal place of business or residential address (as the case may be) or such other address as may at the relevant time have been notified to the Party giving notice. Any notice may be sent by first class post or email and notice shall be deemed to have been served on the expiry of 48 hours in the case of first class post or 60 minutes after the time of transmission in the case of email except that any notice by e-mail sent after 4.00pm on any business day shall not be deemed to have been served until 9.00am on the next following business day. (Monday to Friday excluding public holidays).
9.3 Gift vouchers are valid for a period of twelve months from their date of purchase. TDC shall not be obliged to honour the same after expiry of the twelve month period save that TDC shall honour any instructions received from the Client and accepted prior to the expiry of the gift voucher but not performed until after the expiry of the gift voucher.
9.4 The Client warrants that any motor vehicle belonging to the Client that is to be driven on a public highway on behalf of the Client by TDC or TDC’s authorised agent or Supplier in performing the Services shall be legally insured for such use.
9.5 No failure or delay by TDC in exercising any of it’s rights under the Agreement shall be deemed to be a waiver by TDC of that right, and no waiver provided by TDC of any breach of the Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.6 TDC may assign the performance of any Service or any part of it to any person, firm or company.
9.7 The Client is not entitled to assign any part of this agreement to a third party without TDC’s prior written consent.
9.8 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions will still stand.
9.9 These Terms and the Agreement to which they relate shall be governed and construed in accordance with English Law and the Parties shall submit to the jurisdiction of the English Courts.
10. Printed Terms and Conditions
For a Printed Version of these Terms please contact TDC by email to info@timedesignconcierge.co.uk
