Proof of the company’s business address Signed draft articles of association

Proof of address of the Legal Representative less than three months old Official identity document of the Legal Representative

Proof of address of each partner less than three months old Official identity document of each partner

Where the partner is a legal person, this may include the following documents: Proof of registration of the legal person in an official register

Official identity document of the legal representative of the legal person

Swan reserves the right to request any additional documentation from the End Customer in order to comply with its Know Your Customer and anti-fraud regulatory obligations.

Article 4 – Tariff conditions

The capital deposit services described in this appendix and provided by Swan are free of charge to the End Customer.

Annex 1: Terms for Swan (Card & Account)

APPENDIX 3: Swan conditions of partnership with

Bismarck Select

1. Preamble

The Conditions of Partnership with Bismarck Select (hereinafter the “CPs”) define

the intervention of [Missing company name] (hereinafter the “Partner”) in the

operation of the Swan Account and the main payment services offered to the End

Customer (hereinafter the “Account”), and opened by the End Customer, with

Swan, an electronic money institution authorised to provide payment services

(hereinafter “Swan or the Institution”).

Swan, a simplified joint-stock company (SAS) with a capital of € 22 840,20, whose

registered office is at 95 avenue du président Wilson, 93100, Montreuil – registered

with the Trade and Companies Register under number 853 827 103, is an

electronic money institution authorised to provide payment services, approved

under number 17328 by the French Prudential Supervisory Authority (Autorité de

contrôle prudentiel – ACPR) 4, place de Budapest CS92459 – 75436 Paris Cedex

09 and subject to the supervision of this authority. The list of electronic money

institutions is available from the ACPR and on the website https://acpr.banquefrance.

fr.

Bismarck Select brand under which the Partner, [Missing company name], whose

registered office is at [Missing company address] – [Missing company registration

number], markets its offer to the End Customer.

2. Definitions

The words and expressions used in this document will have the meaning given to

them in the General Terms of Use.

3. Purpose

These CPs apply in addition to the General Terms of Use and specify the

conditions under which the Partner will assist the End Customer and/or Swan in

the preparation and execution of transactions on their Swan Account.

The End Customer is informed of the conclusion of a partnership agreement

between Swan and the Partner. In this context, the End Customer accepts and

acknowledges that the Partner may be required to carry out the following

operations:

Consultation of the Swan Account;

Transmission of information to Swan for the opening of the Swan Account;

Preparation of Card orders;

Preparation of transfer and direct debit orders;

Preparation of internal direct debits for which the creditor is the End

Customer and for which the debtors are other end customers of Swan;

Invalidation of transfers, direct debits or Card payments;

Preparation of loading of the Swan Account by payment card;

Preparation of the reimbursement of the balance of the Electronic Money

Account;

Transmission of requests to contest payment transactions.

4. Opening the account and the electronic money

account

The Partner, who does not have the status of Intermediary in Banking

Transactions and Payment Services (IOBSP), sends Swan the contact details of

the End Customer who wishes to be put in contact with Swan. The End Customer

will then have a unique relationship with Swan who will open the Swan Account.

If the Partner has an IOBSP or commercial agent mandate, the End Customer

may transmit to Swan, from the Partner’s interface, the documents necessary for

the opening of the Swan Account. The End Customer guarantees the absolute

accuracy and completeness of these elements.

When the Partner does not have the status of IOBSP, the End Customer must

transmit from the Swan interface the documents necessary to finalise the opening

of the Swan Account.

5. Operation of the Swan Account and services

offered by the Partner

a. Ordering the Card

The End Customer may ask the Partner to prepare a Card order. This request is

transmitted to Swan who confirms it to the End Customer from the Swan Interface.

If a physical Card is ordered, Swan will inform the Partner of the dispatch of the

physical Card and will send it directly to the End Customer.

b. Card payments or withdrawals

When an End Customer makes a payment or cash withdrawal using a Card, the

transaction is first authorised by Swan. Before final acceptance of the transaction,

a notification may be sent to the Partner which may invalidate it on the basis of the

conditions of use communicated by it to the End Customer.

c. Issue of SEPA transfers

The transfer request of the End Customer can be made from the Partner interface.

The latter prepares the transfer and transmits it to Swan.

The verification and then confirmation of the transfer is carried out by the End

Customer with Swan via the Swan Interface.

When a transfer order is authorised by Swan, a notification may be sent to the

Partner before the transaction is carried out. The Partner may then invalidate it on

the basis of the conditions of use communicated by it to the End Customer.

As soon as the transfer order has been executed, the Partner is informed by

Swan.

d. SEPA direct debits

When a direct debit order is authorised by Swan, a notification may be sent to the

Partner before the transaction is carried out. The Partner may then invalidate it on

the basis of the conditions of use communicated by it to the End Customer.

Upon receipt of the direct debit, the Partner is informed by Swan and may send a

notification to the End Customer.

e. Loading the Swan Account

When the End Customer wishes to load their Swan Account by payment card, the

Partner may prepare the card payment order with Swan by indicating to Swan the

amount to be loaded.

f. Transactions to and from the Electronic Money Account

An End Customer wishing to send or receive electronic money transfers from and

to an electronic money account opened with Swan may make a request to the

Partner who will then be able to prepare the internal transfer and forward this

request to Swan.

g. Reimbursement of the balance of the Electronic Money Account

When the End Customer wishes to obtain a reimbursement of all or part of the

available balance on their Electronic Money Account, they can make a request to

the Partner who will prepare and transmit this request to Swan.

h. Internal Direct Debit Mandate

By signing the CPs, the End Customer accepts that the Partner gives the

instruction to SWAN to directly debit. The End Customer authorises SWAN to debit

their account according to the Partner’s instructions.

The amount of the payment transactions executed in this framework will be

communicated to the Final Customer by SWAN or by the Partner in the form of a

payment schedule.

The conditions of execution of internal direct debit operations, including the

possibility for the end client to be reimbursed, are described in the general terms

of use of the Swan Account.

6. Disputes

To dispute a payment transaction, the End Customer can contact the Partner.

The Partner will then forward this dispute to Swan who will process it in

accordance with the General Terms Of Use.

Swan will then inform the Partner of its decision regarding the End Customer’s

dispute and, if applicable, will reimburse the disputed amount.

7. Term and termination

The CPs are concluded for an indefinite period.

The CPs can be terminated at any time by the End Customer or by Swan without

having to justify it. In this case, the End Customer’s Swan Account will be available

directly at the following address [https://banking.swan.io]{.underline}, according to

the General Terms of Use of the Swan Account.

8. General provisions

a. Modification of the CPs

Any legislative or regulatory measure resulting in a modification of all or part of the

products and services will be automatically applicable as of its entry into force.

Swan reserves the right to modify the CPs. The new conditions are brought to the

attention of the End Customer in writing one (1) month before they come into

force. The absence of a written objection by the End Customer within one (1)

month after this communication constitutes acceptance of the modifications to the

CPs. In the event of disagreement, the End Customer may terminate the CPs at

no cost and in the manner provided for in the article “Term and termination”.

Failing termination, the modification will apply.

b. Professional secrecy

Swan is bound by professional secrecy, which may, however, be lifted in the cases

provided for by law, in particular with regard to the supervisory authorities, tax

administration and the criminal authorities.

The End Customer expressly authorises Swan to communicate information

concerning them to the Partner.

The End Customer expressly authorises Swan to communicate any useful

information concerning them to any natural or legal person contributing to the

performance of the services provided for by the Agreement or which may be

subsequently attached thereto, in particular to service providers for the execution

of subcontracted work and/or to companies of the Swan group for their use for the

purpose of studying and managing files, in particular for the granting and

execution of services and, where applicable, collection.

c. Applicable law

The pre-contractual relations and the Agreement are subject to French law and,

subject to the applicable legal provisions, to the exclusive jurisdiction of the courts

within the jurisdiction of the Paris Court of Appeal.

Annex 2: Terms for Sincura (Membership)

Terms and Conditions

By engaging with The Sincura Group of companies you agree to our terms and conditions below

SINCURA MEMBERSHIP & SERVICES

TERMS AND CONDITIONS FOR MEMBERSHIP

TERMS AND CONDITIONS – PLEASE READ THESE CAREFULLY.

The concierge service is owned and operated by The Sincura Group (“Sincura”, “we”, “us”, “our”).

Sincura is a lifestyle concierge company registered in England and Wales (CRN: 12242841) whose registered address is Landgate Chambers, Rye, East Sussex, TN31 7LJ.

Sincura provides concierge services (the “Concierge Service”) to eligible individuals both through primary membership and on behalf of its client’s (the “Client”), collectively and individually known as “Members” or “you”. The Concierge Service is provided primarily through personalised advice and bookings received via phone, app, email or messaging services and procuring goods and services provided by third party suppliers (“Suppliers”).

“Affiliate” means a supplier which we, acting as your agent and not as a principal, have introduced to you or engaged for you to carry out services at your request and whose ability has been approved by us and who at the date we introduce them to you have the necessary statutory qualifications (if applicable) and insurance to carry out the Services.

“Contract” means the treaty for the provision of services which shall be governed by these Terms and Conditions.

“Payment Card” means credit/debit or charge card of which we hold the details.

“Membership” means any membership within Sincura whether it be for tickets, concierge, film club, news, corporate, or PR services.

The following terms and conditions (the “Terms”) govern your use of our website(s) (the “Site”) and our provision of Concierge Services to Members.

1. Our Contract

1.1. Please read these Terms carefully before using the Site or the Concierge Service. For the purposes of these Terms:

a) Individuals eligible to receive the Concierge Service as per instruction from the Client are known as the “Members”;

b) all Members must be at least 18 years of age and possess the legal authority to enter into this agreement;

c) Members may not authorise or allow anyone else to use the Concierge Service, including on the Member’s behalf unless agreed in writing;

d) all information provided by Members to us, the Client or the Suppliers should be true and accurate;

e) when visiting or using the Site or the Concierge Service and/or any content or materials available from us, you agree to be bound by these Terms which shall form a legally binding agreement between you and us.

f) you have also read, understood and accepted the Privacy Statement; and

g) we reserve the right to update or change these Terms from time to time at our discretion, and your continued use of the Site or the Concierge Service will be subject to the then current version of these Terms. We recommend that you read the current version of these Terms each time before you use the Concierge Service.

2. Membership Rules

2.1. Membership is subject to a minimum period of six months.

2.2. Details provided to Sincura when applying for membership must be both accurate and true, this is an ongoing obligation, and we must be notified of any changes to details a soon as reasonably possible. Incorrect or fraudulent information provided by you to us may invalidate your membership and/or lead to legal proceedings

2.3. The Sincura Group must be notified immediately by email if your membership card is lost or stolen. You are responsible for your membership card; lost membership cards may be replaced at a charge of £10. Your membership card must be returned by registered post if membership is withdrawn or after agreed termination of your membership.

2.4. Benefits and services are only available to members who have no outstanding Fees and whose credit, if provided by Sincura is within the limit agreed in writing with The Sincura Group.

2.5. Services provided by us to our members are confidential. Provision of these services are on the agreement that members requests and the solutions offered are not publicised to non-members.

2.6. All details you provide to us relating to purchasing or booking goods and/or services are both accurate and true and the payment card you are using is your own and has sufficient funds to cover the cost of the goods and/or services.

2.7. You agree not to impersonate any other person or entity or to use a false name.

2.8. Members are expected to behave in a manner that does not damage the reputation of Sincura whenever attending any events, venues or reservations made on their behalf by us. This includes arriving at the venue within the allotted timeframe and not engaging in any antisocial or illegal behaviours. Any member acting in this manner may be charged late costs, damages and have their membership rescinded.

3. Membership fees and payments

3.1. You are entitled to an initial 14-day grace period should you change your mind on membership, during which time you can cancel your membership immediately. You will be charged for the entire first month of your membership to cover the administration costs.

3.2. Membership is automatically renewed unless terminated by the member. (See 4. Termination)

3.3. Current membership fees are shown on the webpage by clicking the Join button. Any increase will be notified in the same location and through email three months before taking effect. Bespoke memberships are agreed on a per-case basis.

3.4. Membership fees are paid monthly in advance by direct debit or payment card. You authorise The Sincura Group to deduct membership fees by direct debit or payment card.

3.5. Annual membership is available at a discounted rate of 10%.

3.6. On request we can provide an invoice for membership, the first payment of which shall deem the membership active for the time period set out in the invoice

3.7. We do not store credit card details, nor do we share financial details with any 3rd parties unless expressly with your permission.

3.8. If your account falls into arrears for 2 weeks, then it may be put into a ‘suspended’ state. During this time, you will continue to receive members’ newsletters, but we will be unable to fulfil any requests you have or access the app. You will still be charged for your membership fees while your account is in a suspended state. A further monthly administration fee of £50 will be charged to your account if it has been in arrears for over 60 days and interest will be applied to the outstanding amount at 8% above the Bank of England base rate. We also reserve the right to claim any and all reasonable debt recovery costs past this point.

3.9. If your monthly membership payment fails, then you will automatically be notified by the system and our accounts team will email you shortly afterwards. If your monthly payment fails, more than twice in one calendar year an administration fee of £25 will be placed on your account for each subsequent failure to take payment.

3.10. On request we do offer our time and services on an ad hoc basis to non-members. This is charged at an hourly rate at £70+VAT per hour (or part of an hour) for general chrome services, or £110+VAT per hour (or part of an hour) for our chrome elite services (managed by our senior concierge mangers).

3.11. Where a service requires a deposit to be paid you hereby authorise us to debit your Payment Card for the amount of any deposit paid by us on your behalf. This may be forfeited, subject to the terms and conditions of the service, as a result of cancellation.

3.12. When ordering a product or service or accessing a benefit, you may be required to provide your Payment Card details. If you request and authorise Sincura to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that We shall have no liability in respect of or be responsible in any way whatsoever in respect of the use of your Payment Card provided that We act in accordance with the instructions issued by you. Occasionally, certain goods and/or services may incur a pre agreed handling fee, you hereby authorise The Sincura Group to debit your Payment Card to cover these. You will always be notified of these fees prior

3.13. In the event that you ask The Sincura Group to make a purchase on your behalf you hereby authorise The Sincura Group to deduct the amount plus any applicable credit card charges. If payment of any sum due under this agreement is not received by any due date specified for that sum, The Sincura Group shall be entitled to charge interest on the outstanding amount at the rate of 8% above the base lending rate of the Bank of England, accruing daily.

4. Termination of Membership

4.1. You are entitled to an initial 14-day grace period should you change your mind on membership, during which time you can cancel your membership immediately. You will only be charged for 1 month’s membership, though if you have received complimentary services (such as tickets/events) during your grace period you will be required to pay the market value of these prior to cancelling your account.

4.2. After your grace period, if you do not wish to renew Membership you must notify the membership team via email to membership@thesincuragroup.com and provide 1 calendar months’ notice.

4.3. Any outstanding payments owed to The Sincura Group will be taken from your registered credit card upon termination of your membership.

4.4. There is no refund available for membership fees for periods during your registered membership

4.5. If you have terminated your membership and wish to re-activate it you may do so by either emailing the membership team or your concierge or through re-registering on the website. One re-activated your membership will be deemed as a new membership.

4.6. If you engage with any Sincura staff, past or present, after your membership is terminated you are required to disclose this information to The Sincura Group and pay The Sincura Group 50% of any fees paid to these people for a course of 1 year.

5. Responsibilities of the Parties

5.1. This section sets out how each of the parties are responsible in relation to any Services purchased by a Member from a Supplier through the Concierge Service. It also sets out any limitations on the parties’ responsibilities and liabilities and each limitation shall apply to the extent allowed under applicable laws. Nothing in these Terms will affect any Member’s statutory rights and any rights and remedies set out in these Terms are in addition to any other rights and remedies available under applicable law.

5.2. Member Responsibilities:

Members are responsible for:

a) examining and verifying that all information provided in connection with the Concierge Service or buying any Services is accurate. The Member will be solely responsible for any incorrect information it provides and any problems or costs that result from the incorrect information;

b) paying all charges, fees, duties, taxes and assessments that arise out of the Member’s use of the Concierge Service or any Services that it buys;

c) ensuring that they (and any other individuals receiving the benefit of the Services) agree to all of the policies, fees, requirements and terms that will apply to the Services and any booking they have with the Supplier; and

d) ensuring that they (and any other individuals receiving the benefit of the Services) comply with these Terms and any other requirements set out in the Supplier’s terms (including, if applicable, the Travel Terms).

e) In some circumstances, a Member may be offered a refund in relation to any issues with Services offered by a Supplier. The Member should be aware that they may waive any other rights or remedies they may have if they accept this refund.

f) Members should notify us of any complaint or claim they have in relation to the Services or any use of the Concierge Service as soon as possible and ideally within 30 days of the end of their booking.

g) If the Member does not notify us of the claim within this period and where allowed under applicable law, all parties will be released from further liability.

h) Usually, if a Member has any issues in relation to any Services purchased through the Concierge Service, a Member should immediately contact us, and we will try to assist the Member with their claim against the Supplier.

5.3. Sincura Responsibilities:

a) We are responsible to Members for making the applicable arrangements for services being booked by a Member through a Supplier. Once the booking has been completed, we are not responsible for the performance of any contract Members have with Suppliers.

b) We are not responsible for any personal injury or property damage arising out of or caused by any negligent act or omission on the part of any Supplier, air carrier, hotel operator, ground transportation contractor, optional tour operator or any person providing any Services being offered through the Concierge Service (please see “Supplier Responsibilities” below).

c) We are also not responsible for:

• any changes made by a Supplier, or other provider such as an air carriers which are beyond our control (this includes, for example in relation to flights, routing changes, aircraft equipment changes, flight cancellations or any changes to flight schedule); or (ii) damage, delay or vacations affected by weather or other events beyond our control.

• We, or any Suppliers, may need to vary or substitute the Services for bookings that are substantially similar if necessary due to circumstances beyond its control. We or the Supplier will try to notify Members if a variation is required.

• We will pass on any special requests from Members such as room location, special meals or assistance to the appropriate party, but we cannot guarantee that these will be available or provided. Special offers may be withdrawn at any time before the booking is completed and full payment has been received and price rates are based on availability.

• We are not responsible for any injury, death, loss, claim, damage, act of god, accident, delay, or any incidental or consequential damages of any kind, whether based in contract, tort (including negligence) or otherwise, which arise out of or are in any way connected with any purchase or use of the Services from a Supplier, except where such loss results from our act, omission or error. For example, we are not responsible for any damage and/or delay due to any cancellations, shortages, sickness, pilferage, labour disputes, bankruptcy, machinery breakdown, quarantine, government restraints, weather, terrorism, defect in any vehicle, acts of God, war, riots, or by any company or person involved in conveying the passenger or in carrying out travel arrangements or causes beyond our control.

• We also cannot be responsible for any additional expense, omissions, delays, re-routing or acts of any governmental authority or any other costs incurred by a Member or other individual as a result of use of the Services.

d) As stated above, we provide arrangement services to the Members to allow them to enter into contracts with Suppliers, Members are responsible for ensuring that the Services are suitable for them and that the Suppliers are able to provide the Services, we do not provide any guarantees in relation to the Suppliers or the Services.

e) To the extent allowed under applicable law, we are not responsible for a Supplier’s breach of any warranty including, for example, any warranties implied by law in relation to a Service being of satisfactory quality or fit for a particular purpose, nor are we responsible for any other wrongdoing of a Supplier including, for example, their failure to comply with these Terms or applicable laws (to the extent they apply to them).

f) We do not guarantee that the Site, or the Concierge Services will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site or the Concierge Service for business and operational reasons

g) If we are found liable for any loss or damage relating to a Member’s use of the Concierge Service (or in connection with any Services purchased through the Concierge Service), our liability shall in no event exceed the amount paid by the Member for the relevant part of the Service booked through the Concierge Service.

5.4. Supplier (including Travel Suppliers) Responsibilities:

a) Suppliers are responsible for providing the Services to Members under and subject to the terms of the contract they have with the Member.

b) Suppliers shall not be liable to Members (or other individuals receiving the benefit of the Services) for any loss, injury, accident, delay or irregularity which is beyond their reasonable control (including, for example, any damage and/or delay due to any cancellations, shortages, sickness, pilferage, labour disputes, bankruptcy, machinery breakdown, quarantine, government restraints, weather, terrorism, defect in any vehicle, acts of God, war, riots, or by any company or person involved in conveying the passenger or in carrying out travel arrangements, or other causes beyond their control).

IMPORTANT NOTICE:

We and the Suppliers may need to make minor adjustments in the Member’s or other individuals’ booking and to cancel any booking prior to its start or departure. If a booking is cancelled by us, we will offer a full refund, which shall be considered a full settlement of any and all liability we or the Supplier may have to the Member and any other individuals due to benefit from the Services.

Any vouchers or tickets provided to Members shall be provided under these Terms and on the basis that the Member consents to these Terms.

In addition, we are not responsible for any credit or voucher issued by any Supplier, and any questions or issues Members may have with respect to such credit or voucher should be addressed directly with the Supplier.

All rates published in any venue are based on exchange rates and tariffs and may change. All taxes, gratuities and porterage charges may be subject to deletions, additions or changes without notice to the Member. These changes are not within our control and therefore we cannot always anticipate these changes or notify Members that the change has occurred.

We and the Suppliers are also not responsible for any changes initiated by the Member or other passenger after departure.

6. Services

6.1. Membership entitles you to all benefits listed on our website. These are constantly being negotiated and new benefits added. In addition, we shall endeavour to provide any lawful, proper, and moral service requested by its members.

6.2. Should we be unable to deal with any request, we will inform you as soon as reasonably possible.

6.3. Your service is available during the times set out in your membership and shown on our website. Enquiries outside of these hours are chargeable at the rate of £50 per hour or part of hour. If assigned a personal concierge manager, though all endeavours will be made for this manager to be available for you at these times, there will be occasions when this may not be possible.

6.4. The Concierge Service we provide by phone, messaging, app and email includes:

a) the ability to place a new request with the Concierge Service;

b) the ability to book services and order goods with Suppliers (“Services”); and

c) the ability to request to be updated on specific information.

6.5. If you use the phone number provided to you or published on a Site to call and speak to one of our representatives (“Lifestyle Manager”), please note that telephone calls to us will be monitored for training and quality purposes.

6.6. We reserve the right at any time to modify the Concierge Service we provide to you and to add or remove content or stop providing the Concierge Service for any reason.

6.7. Where a service requires a deposit to be paid you hereby authorise us to debit your Payment Card for the amount of any deposit paid by us on your behalf. This may be forfeited, subject to the terms and conditions of the service, as a result of cancellation. A very small number of exclusive venues and services may require a surcharge to secure a booking or service. Any payment will be advised and confirmed with you prior to booking.

6.8. When ordering a product or service or accessing a benefit, you may be required to provide your Payment Card details. If you request and authorise Sincura to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that Sincura shall have no liability in respect of or be responsible in any way whatsoever in the use of your Payment Card provided that we act in accordance with the instructions issued by you.

6.9. In the event we are requested to make a purchase on your behalf you authorise Sincura to deduct the amount plus any applicable credit card charges. If payment of any sum due under this agreement is not received by any due date specified for that sum, we shall be entitled to charge interest on the outstanding amount at the rate of 8% above the base lending rate of the Bank of England, accruing daily. Occasionally, certain goods and/or services may incur a pre agreed handling fee, you hereby authorise The Sincura Group to debit your Payment Card to cover these. You will always be notified of these fees prior.

6.10. When purchasing tickets, in some cases, The Sincura Group may have to pay service charges resulting in above face value prices. These will be agreed with the member before any transaction takes place. All sales are final, no refunds or cancellations are issued after you have purchased your tickets.

6.11. Where action has commenced following your instruction, it is at the discretion of the relevant affiliate as to whether this action may be cancelled.

6.12. Unless otherwise stated in writing by us and with the exception of some travel bookings (see section x and Appendix x of these Terms), when you make a request for goods or services from a Supplier through the Concierge Service you will enter into a contract directly with the Supplier for the provision of the goods or services and you will be bound by the Supplier’s terms and conditions (including but not limited to their cancellation and/or return terms). In these circumstances, it is very important for you to review any applicable terms and conditions before you complete the transaction.

6.13. Where there are specific terms and conditions between us and you for types of Services provided by email, app, messaging or phone, these are outlined below.

7. Dining

7.1. Sincura works with third party restaurant and dining Suppliers to offer exclusive and non-exclusive bookings, special benefits and offers to Members as part of the Concierge Service.

7.2. You accept that special benefits and offers with Suppliers are subject to availability and may change from time to time and without notice. It is important to note that not all of the Services made available or provided on the Site are available in all jurisdictions.

7.3. We reserve the right to deny restaurant reservation requests from you and/or charge cancellation fees on behalf of suppliers if you repeatedly fail to show up for bookings or violate any Supplier’s terms and conditions including their cancellation terms.

7.4. Our relationships with our restaurants and food and beverage venues (e.g. clubs and bars) is of utmost importance. Any cancellations made within 24 hours jeopardise this relationship – there a fee of £50 per person will be taken to allow us to send gifts to the venue to maintain this relationship. If you do not show up to a reservation we reserve the right to charge you the whole bill on behalf of the venue.

8. Tickets

8.1. Sincura works both as a primary supplier and with third party ticketing and event Suppliers to quote details of face value tickets, hospitality tickets and tickets from secondary market agents to Members as part of the Concierge Service.

8.2. All tickets are subject to availability and prices quoted may change should there be a delay in purchase.

8.3. If you decide to order tickets from Sincura directly or a Supplier quoted by us, you shall authorise us to arrange for payment of the tickets on your behalf. Once you have given us authorisation to purchase tickets with the Supplier on your behalf, you will be liable to pay the full price for the tickets. Once the purchase is confirmed, no refunds or exchanges will be available.

8.4. In some cases, Sincura may have to pay service charges resulting in above face value prices. These will be agreed with the member before any transaction takes place.

8.5. You shall enter into a contract for the sale and/or supply of the tickets with the relevant Supplier. Sincura shall not be party to this contract.

8.6. You should ensure that you check both the booking confirmation and the tickets you receive and notify us immediately if any details are incorrect or there are any discrepancies. Where an error has been made by us, we will endeavour to resolve the error with the appropriate level of cost and/or compensation. In all other cases, we will endeavour to assist you with correcting the error without incurring any financial liability.

8.7. We will endeavour to advise you if any tickets have restricted view prior to your purchase. Tickets will be considered restricted view only if specified by the Supplier, box office, venue and/or on the physical tickets.

8.8. The Supplier, together with us, will select the method and company used for ticket delivery. Often tickets will be sent via secure post or courier which will require a signature upon delivery. When delivery is attempted, if you are unavailable you will need to collect from the local sorting office or, where appropriate, organise a re-delivery directly with the courier company. We will offer support with any deliveries but will not be held liable for errors not caused by us.

8.9. Tickets are usually delivered between 5 to 7 days before the date of the event, with the exception of theatre tickets, which are sent once after the booking is made. The date upon which tickets are released is controlled by the promoters of the event (and not us), who often delay delivery in order to reduce both fraudulent activity and the risk of tickets being misplaced.

8.10. When tickets are purchased through secondary ticket agents, the Supplier will make every effort to deliver them several days before the event. However, they reserve the right to deliver tickets up to 24 hours in advance and on rare occasions may arrange for you to meet a representative at the venue.

8.11. It is your responsibility to advise us of any change of address which may affect your booking, or if you plan to be away in the days leading up to the event.

8.12. If tickets are misplaced and originally purchased through a face value box office, tickets can often be duplicated. It is unlikely that tickets will be re-issued prior to the event date and will therefore need to be collected from the box office. In order to collect tickets in this way, the cardholder and the card that was used to purchase the tickets need to be present. Letters of authorisation are subject to the venue box office’s discretion and in some instances, may not be accepted.

8.13. If tickets purchased through secondary ticket agents are misplaced, it is extremely difficult to arrange duplicates or box office collection, since they usually need to be collected by the individual who originally purchased the tickets. If this occurs, we will endeavour to arrange for duplicates or collection, but if we are unable to do so we cannot provide a refund.

8.14. If you find you are unable to attend an event and would like advice on re-selling your tickets, please contact us for further information.

8.15. While we will endeavour to update you if we become aware of any changes made to the date or time of your event, we cannot take responsibility to inform you if an event is cancelled or to provide details if it is rearranged by the event promoter. Where tickets are purchased through the secondary market, tickets will usually be valid for the rescheduled date. If you are not able to make the new date, refunds are at the relevant Supplier’s discretion. We are not responsible for any additional financial outlay, such as for accommodation or transport, that occurs as a result of a cancelled or rescheduled date.

8.16. For tickets purchased direct through the box office, if the event is cancelled, you will receive a full refund direct from the box office. If the event is postponed, refunds will not be given until a new date has been rescheduled. If you cannot attend the new date, then you are normally entitled to a full refund.

8.17. Please ensure you check your credit card statement that your credit card has been charged for the amount of your tickets within 3 to 5 days of booking. If this is not the case, then please call your Lifestyle Manager.

8.18. In the unusual event that a Supplier (box office or secondary market ticket supplier) goes insolvent, bankrupt or does not deliver the tickets, we cannot accept liability for the loss of tickets. The relevant terms and conditions between you and the Supplier will apply. We shall offer assistance and act on behalf of the Member to endeavour to remedy the situation. As a minimum, this will include:

a) advising the Member of the chargeback process, if they have paid by debit or credit card, whereby Visa / MasterCard / Amex go to the vendor to try to re-coup the money. Note that there is a time limit within which this chargeback process is applicable; and / or

b) if the Member chooses to purchase new tickets, sourcing alternative tickets to match the original order as closely as possible in terms of location, price and date.

9. Events and Benefits

9.1. Sincura works with Suppliers to share details of events and/or benefits to Members as part of the Concierge Service.

9.2. Benefits are subject to availability.

9.3. Benefits may be withdrawn at any time and without prior notice.

10. Travel

10.1. We may engage certain local travel agencies to act solely in the capacity of agent for Suppliers of air, hotel, car and other travel-related products and services (“Travel Suppliers”) to provide Members with the ability to purchase airline tickets, hotel accommodation, car rentals and other travel-related products and services (“Travel Services”) in accordance with the Travel Policy set out to these Terms, which includes our cancelation policy

11. Fair Usage Policy

11.1. You must make sure that any use of the Concierge Service complies with these Terms.

11.2. If you breach this Policy, we may: (a) give you a notice to stop or moderate the unacceptable use(s); or (b) terminate or suspend your Concierge Service, with or without notice as we consider appropriate, under the Terms.

11.3. There is no specified limit on the usage of our Concierge Service. However, if we feel that your activities are so excessive that other members are detrimentally affected, we may give you a written notice (by email or otherwise) or limit the number of requests you can submit in a given time period. In extreme circumstances, if the levels of activity do not promptly decrease after the warning, we may terminate or suspend your account after prior consultation with the Client.

11.4. You are responsible for all use of the Concierge Service through your account and for any breach of these Terms whether an unacceptable use occurs or is attempted, whether you knew or should have known about it, whether or not you carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission.

12. Complaints

12.1. Please contact us immediately should you be dissatisfied with any aspect of the Concierge Service you receive, and we will use reasonable endeavours to look into the issue within two working days of receipt of your notification and to respond to you as soon as reasonably practicable.

12.2. Neither Sincura or any Client represented by Sincura will not be responsible for the failure of any Supplier to provide any Services or the negligence of the Supplier providing them. However, we will endeavour to assist you in the resolution of any such issue.

13. Material

13.1. The material on our Site is subject to our copyright protection, unless otherwise indicated.

13.2. Our copyright-protected material may be reproduced free of charge in any format or media without specific permission, provided the material is not for public use and not for profit, material or financial gain. This is subject to the material being reproduced accurately and not being used in a derogatory manner or in a misleading context.

13.3. Where the material is being published or issued to others, the source and copyright status must be acknowledged. Any permission we provide to reproduce our copyright-protected material does not extend to any material on our Site which is identified as being the copyright of a third party.

13.4. Authorisation to reproduce such material must be obtained from the copyright holders concerned. If there is a restriction on reproduction, any other proposed use of the material would be subject to our approval.

14. Intellectual Property

14.1. The Content (as defined below) is protected by applicable intellectual property laws and all Content is owned by or used by Sincura under a license or with permission.

14.2. All text, formatting (including without limitation the selection, coordination and arrangement of materials received from Sincura, and the images, graphics, animation, tools, widgets, applications, commercials, videos, music, sounds, articles, copy, creative materials, photos, trademarks, service marks, trade names, and logos, and other materials and information received from Sincura are subject to the intellectual property rights of The Sincura Group, its subsidiaries and affiliates, and their respective licensors and licensees (collectively “Content”). The Content may not be copied, reverse engineered, decompiled, disassembled, modified, reposted to other web sites, framed, deep linked to, changed, or otherwise distributed, redistributed, licensed, sublicensed or transferred in any form by you. No Content shall be construed as granting, by implication, estoppel or otherwise, any license or right to make commercial use of any Content without Sincura’s prior written permission.

15. General

15.1. Please allow up to 2 business days to activate your membership after registering. You will be sent an email to confirm your membership is active and an email introduction to the dedicated members’ team. You will be sent your membership pack including your membership card via first class mail and should receive this within 7 days of completing your membership.

15.2. When ordering a product or service or accessing a benefit, you may be required to provide your Payment Card details. If you request and authorise The Sincura Group to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that The Sincura Group shall have no liability in respect of or be responsible in any way whatsoever in respect of the use of your Payment Card provided that The Sincura Group acts in accordance with the instructions issued by you.

16. Contact

16.1. If you have any queries or comments about these Terms or our or any Supplier’s use of your personal data, please get in touch with your Lifestyle Manager via the phone number email address and/or App provided for the Concierge Service.

17. Changes to this policy

17.1. We reserve the right to update this policy when required without notice unless required to do so by law.

18. Notices

18.1. A notice or other communication under or in connection with these Terms shall be in writing and shall be delivered personally or sent by first class post, fax or email to the party due to receive the notice or communication at its registered address or the fax or email address specified in writing to the other.

19. Indemnification

19.1. You agree to indemnify, defend and hold Sincura, its business partners, staff and affiliates harmless from any liability, loss, claim and expense, including reasonable professional legal advisors’ fees and expenses, related to your violation of these Terms.

20. Confidentiality

20.1. The terms and conditions of this Agreement are absolutely confidential between the parties and shall not be disclosed to any other party, except when necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement.

20.2. It is understood and agreed that the parties to this Agreement will provide each other with information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows, with fully financial penalty of funds paid of any breach of the following:

a) The confidential information to be disclosed under this Agreement (Confidential Information) is defined as: documentation issued from The Sincura Group to the Client and/or beneficiaries such as invoices, sales orders, contracts, and terms and conditions, including this document, regardless of whether such information is designated as Confidential Information at the time of its disclosure.

b) The parties shall use the Confidential Information only for performing service under this Agreement.

c) The parties shall limit disclosure of Confidential Information, whether verbal or written, within its own organisation to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party, whether an individual, corporation, or other entity, without prior written consent of the Disclosing Party. The parties shall satisfy their obligations under this paragraph if they take affirmative measures to ensure compliance with these confidentiality obligations by their employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

20.3. The existence, nature, terms and conditions of this Agreement are strictly confidential and shall not be disclosed by the Client in any manner or form, directly or indirectly, to any person or entity under any circumstances. Further, the Client shall not discuss, comment upon, disparage, or disclose any information, in any manner or form, directly or indirectly, online or otherwise, to any person or entity, about:

a) The Sincura Group; including its officers, directors, shareholders, agents, employees, or other representatives;

b) Any aspect of Sincura’s business or operations; and/or

c) Any aspect of the Client’s dealings with The Sincura Group.

20.4. The Client shall not assist, or cooperate with, any other person or entity in committing any act, which if committed by the Client, would constitute a violation of this section. The Sincura Group shall deem any violation of this section a material breach of this Agreement, punishable by way of immediate, undisputed £20,000 fine.

20.5. The parties and their lawyers shall keep the specific terms, conditions, and covenants of this Agreement confidential except:

a) Where mutually agreed to in writing;

b) Where necessary to share such information with the parties’ accountants or attorneys; or

c) Where a court of competent jurisdiction orders disclosure.

20.6. The parties and their attorneys shall not communicate with anyone associated with any media or publication entities concerning the terms of this Agreement or allow any information to be released into any publicly available medium in which the press can obtain information. This confidentiality provision is a material term of this Agreement, and its violation shall constitute a material and very serious breach of this Agreement

21. Governing Law and Jurisdiction

21.1. We grant you access to our Site and our Concierge Service conditional upon your acceptance that the laws of England and Wales apply between us in relation to these Terms.

21.2. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

21.3. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

Annex 2: Terms for Purchasing Tickets

We detail below the terms and conditions of which Sincura Tickets Limited (henceforth referred to as “Sincura Tickets”) takes bookings and makes arrangements on behalf of its Clients. We do not accept any bookings on any other terms.

1. PURCHASE, CANCELLATIONS & REFUNDS

1.1 Sincura Tickets aims to ensure that package benefits remain available to the Client at all times. If any of the benefits become unavailable, Sincura Tickets will make good faith efforts to see that prior commitments are honoured to the fullest extent possible, but shall not be responsible for any actions of third parties, third party suppliers or events beyond Sincura Tickets’s physical control. If entrance with procured invitation to the event is denied to the Client at no fault of the Client, a full refund will be issued to the Client via credit card or bank/wire transfer within 10 business days.

1.2 All sales are final. In the event a purchase results in cancellation by fault of the Client in which Sincura Tickets has acted as a credit agent or vendor on the Clients’ behalf and purchased invitations in advance of payment from the Client for said event, the Client hereby agrees to reimburse Sincura Tickets the full amount due for said invitations.

1.3 Refunds will only be issued in the event that Sincura Tickets fails to procure invitations for the Client. Some events are two fold in that an afterparty happens after an award or show or event. If the client attends an afterparty, the cost of this, determined by Sincura Tickets, will be deducted from any refund offered. In the event the venue does not perform the engagement or if invitations to an event are not issued or honoured at no fault of the Client, Sincura Tickets shall issue a full refund to the Client within 10 business days.

1.4 Sincura Tickets’s procurement of invitations is subject to the following provisions:

…a) Sincura Tickets is not the issuer, original seller or a reseller of invitations. Invitations purchased are not commercial offerings available through retail channels and are sold at prices obtained directly from suppliers, which may include service charges reflecting costs and efforts in obtaining the invitations.

…b) Invitation prices are not set by Sincura Tickets and are subject to market conditions and demand.

1.5 Sincura Tickets will not be held liable for a venue’s failure or postponements and cannot be held responsible for venue’s inability to hold an event by accident, Acts of God, riots, strikes, labour difficulties, epidemics, any act of any public authority or any other cause, similar or dissimilar, beyond venue’s or Sincura Tickets’s control. In the event of the event being cancelled by the venue, Sincura Tickets will issue a full refund within 10 business days.

1.6 Sincura Tickets reserves the right to withdraw any of these services and/or to refuse to supply the services requested and in such case Sincura Tickets will issue an immediate and full refund via wire transfer to Client within 10 business days of contract breach.

1.7 If Sincura Tickets is unable to fulfil any request, we will inform the Client as soon as reasonably practicable and in such case Sincura Tickets will issue an immediate and full refund via wire transfer to the Client within 10 business days of contract breach.

2. LIABILITY

2.1 Sincura Tickets shall use its reasonable endeavours to provide the services with reasonable care and skill and, as far as reasonably possible, in accordance with the Client’s request and instructions from time to time. Where Sincura Tickets supplies the Client with any goods or services supplied by a third party, then Sincura Tickets is acting as the Client’s agent in sourcing the goods or services. Sincura Tickets will use reasonable care in selecting the supplier and ensuring the order is placed in accordance with the Client’s wishes. For the avoidance of doubt, Sincura Tickets does not and will not provide any representations or recommendations in relation to any of the information and suggestions comprised within the services.

2.2 Sincura Tickets will only be liable to deliver the package described in the invoice sent (or the online payment gateway). Any additional event and package information required will be conversed to the client via emails or telephone conversations, however, it should be noted that though all endeavours will be made to ensure this information is accurate, Sincura Tickets will not be held responsible for inaccuracies in this information unless they result in the result in the client being unable to attend the event. Events do change each year and we rely on our previous experience and third party suppliers to provide this information.

2.3 The Client’s contract for the purchase of products or services is made with the relevant supplier/partner/vendor only. Sincura Tickets acts as an agent for the supplier/partner/vendor and, unless expressly provided otherwise, all the Client’s rights and remedies are against the supplier/vendor/partner. Sincura Tickets, as the agent of the Client, shall make all reasonable efforts to ensure that the Client receives the products/services as marketed/offered to them.

2.4 Sincura Tickets will not be responsible for products and services offered by Sincura Tickets as agents for the suppliers/vendors/partners or for any aspect of the relationship between the Client and any particular supplier/vendor/partner. Sincura Tickets will however do everything it reasonably can to assist the Client in any dealings it has with the supplier/vendor/partner.

2.5 The Client agrees that any contract entered into by him/her with any of the suppliers/vendors/partners is an independent contract. Sincura Tickets hereby disclaims any and all liability for any act or omission of any supplier/vendor/partner or any loss incurred by the Client as a result of any act or omission of a supplier/vendor/partner whether or not arranged through Sincura Tickets.

2.6 Save in respect of death and personal injury caused by the negligence of Sincura Tickets or as expressly provided for in these Terms and Conditions, Sincura Tickets 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 and suggestions provided by Sincura Tickets hereunder and the resulting supply of goods and services to the Client by any third party.

2.7 Sincura Tickets 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.

2.8 Save in respect of death and personal injury and subject to the provisions of these Terms and Conditions, Sincura Tickets’s maximum liability to the Client for breach of any of its obligations hereunder shall be limited to the value of the services and the charge for the services to be provided.

2.9 This section applies only to the extent permitted by law.

3. CONFIDENTIALITY

3.1 The terms and conditions of this Agreement are absolutely confidential between the parties and shall not be disclosed to any other party, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement.

3.2 It is understood and agreed that the parties to this Agreement would provide each other with information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows, with fully financial penalty of funds paid of any breach of the following:

… (i) The confidential information to be disclosed under this Agreement (Confidential Information) is defined as: documentation issued from The Sincura Group (and all companies within it including Sincura Tickets Ltd) to the Client and/or beneficiaries such as invoices, sales orders, contracts, and terms and conditions, including this document, regardless of whether such information is designated as Confidential Information at the time of its disclosure.

… (ii) The parties shall use the Confidential Information only for performing service under this Agreement.

… (iii) The parties shall limit disclosure of Confidential Information, whether verbal or written, within its own organisation to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party, whether an individual, corporation, or other entity, without prior written consent of the Disclosing Party. The parties shall satisfy their obligations under this paragraph if they take affirmative measures to ensure compliance with these confidentiality obligations by their employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

… (iv) The existence, nature, terms and conditions of this Agreement are strictly confidential and shall not be disclosed by the Client in any manner or form, directly or indirectly, to any person or entity under any circumstances. Further, the Client shall not discuss, comment upon, disparage, or disclose any information, in any manner or form, directly or indirectly, online or otherwise, to any person or entity, about:

… a. The Sincura Group (and any companies within it inlcuding Sincura Tickets Ltd);

… b. officers, directors, shareholders, agents, employees, or other representatives;

… c. Any aspect of The Sincura Group business or operations; a nd/or

… d. Any aspect of the Client’s dealings with The Sincura Group.

… (v) The Client shall not assist, or cooperate with, any other person or entity in committing any act, which if committed by the Client, would constitute a violation of this section. The Sincura Group shall deem any violation of this section a material breach of this Agreement, punishable by way of immediate, undisputed fine.

… (vi) The parties and their lawyers shall keep the specific terms, conditions and covenants of this Agreement confidential except:

…a. Where mutually agreed to in writing by the parties;

…b. Where necessary to share such information with the parties’ accountants or attorneys; or

…c. Where a court of competent jurisdiction orders disclosure.

…(vii) The parties and their attorneys shall not communicate with anyone associated with any media or publication entities concerning the terms of this Agreement or allow any information to be released into any publically available medium in which the press can obtain information. This confidentiality provision is a material term of this Agreement, and its violation shall constitute a material and very serious breach of this Agreement.

3.3 When purchasing tickets you are doing so in good faith and not in an attempt to entrap Sincura Tickets Ltd. You are eligable for any costs (including legal) through dishonest purchasing of tickets.

4 CONFIDENTIALITY

4.1 The terms and conditions of this Agreement are absolutely confidential between the parties and shall not be disclosed to any other party, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement.

4.2 It is understood and agreed that the parties to this Agreement would provide each other with information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows, with fully financial penalty of funds paid of any breach of the following:

4.3 The confidential information to be disclosed under this Agreement (Confidential Information) is defined as: documentation issued from The Sincura Group to the Client and/or beneficiaries such as invoices, sales orders, contracts, and terms and conditions, including this document, regardless of whether such information is designated as Confidential Information at the time of its disclosure.

4.4 The parties shall use the Confidential Information only for performing service under this Agreement.

4.5 The parties shall limit disclosure of Confidential Information, whether verbal or written, within its own organisation to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party, whether an individual, corporation, or other entity, without prior written consent of the Disclosing Party. The parties shall satisfy their obligations under this paragraph if they take affirmative measures to ensure compliance with these confidentiality obligations by their employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

4.6 The existence, nature, terms and conditions of this Agreement are strictly confidential and shall not be disclosed by the Client in any manner or form, directly or indirectly, to any person or entity under any circumstances. Further, the Client shall not discuss, comment upon, disparage, or disclose any information, in any manner or form, directly or indirectly, online or otherwise, to any person or entity, about:

…a. The Sincura Group;

…b. The Sincura Group’s officers, directors, shareholders, agents, employees, or other representatives;

…c. Any aspect of Cornucopia business or operations; and/or

…d. Any aspect of the Client’s dealings with The Sincura Group.

4.7 The Client shall not assist, or cooperate with, any other person or entity in committing any act, which if committed by the Client, would constitute a violation of this section. The Sincura Group shall deem any violation of this section a material breach of this Agreement, punishable by way of immediate, undisputed £20,000 fine.

4.8 The parties and their lawyers shall keep the specific terms, conditions and covenants of this Agreement confidential except:

…a. Where mutually agreed to in writing by the parties;

…b. Where necessary to share such information with the parties’ accountants or attorneys; or

…c. Where a court of competent jurisdiction orders disclosure.

4.9 The parties and their attorneys shall not communicate with anyone associated with any media or publication entities concerning the terms of this Agreement or allow any information to be released into any publicly available medium in which the press can obtain information. This confidentiality provision is a material term of this Agreement, and its violation shall constitute a material and very serious breach of this Agreement

5. INTEREST

5.1 Sincura Tickets reserves the right to charge interest at the rate of 2.5% per month over base rate compounded monthly on all overdue accounts.

6. AVAILABILITY

6.1 All arrangements offered are subject to availability at the time of booking.

7. ACCEPTANCE

7.1 The making of a booking with us, however confirmed, shall be deemed as acceptance by the client of the above terms and conditions.

8. ENGLISH LAW

8.1 This contract shall be governed by English Law and shall be subject to the sole jurisdiction of the English Courts.

FOR PARTNERS/SUPPLIERS

As a supplier you are representing The Sincura Group and must operate to the same high standards. Our terms and conditions reflect your agreement when supplying services or goods to us, or to our clients.

1. DEFINITIONS

In this Agreement, the following words shall have the following meanings:

1.1 “The company” mean The Sincura Group (or any of the companies with the group, namely Sincura Arts, Sincura Concierge, Sincura Tickets or Sincura Lifestyle.

1.2 “The Member” means any member represented by the company.

1.3 “Supplier” means any person who is providing a service or product, paid or non-paid, to the company.

1.4 “Goods” means the items or supplied.

1.5 “Intellectual property” means any patent registered design, copyright, database right, design right, topography right, trade mark, service mark, application to register any of the aforementioned rights, trade secret, right in unpatented know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world.

1.6 “Payment Card” means credit/debit or charge card of which we hold the details.

2. OFFER AND ACCEPTANCE

2.1 All quotations or estimates given by the Supplier verbally or in writing shall constitute an offer. Acceptance may be made by either the payment or confirmation of the order verbally or in writing.

2.2 Once the offer is accepted these terms and conditions will automatically come into effect.

3. TIME OF DELIVERY OR PERFORMANCE

3.1 Any time for delivery or despatch of Goods or completion of Services agreed between the parties in writing shall be of the essence.

3.2 Prior to the date(s) for delivery of any Goods or performance of the Services, the company (acting reasonably) may alter such date(s), quantities and type of Goods, places for delivery and/or details of the Services, upon giving the Supplier reasonable notice in writing. If any such alteration affects the price agreed for the Goods and/or Services the Supplier shall promptly notify the Sincura Group.

4. STATUTORY OBLIGATIONS

4.1 The Supplier shall comply with all relevant UK and EU legislation, rules, regulations, bylaws, codes of practice and directives relating to the supply of Goods and Services hereunder.

5. PRICE AND PAYMENT

5.1 It shall be agreed between the Company and Supplier whether payment is made by The Company or the Member.

5.2 It shall be agreed between the Company and Supplier the dates of payment, whether paid in advance of the service provided or upon receipt of the service.

5.3 if payment is made directly between the The Supplier and The Member it shall be the responsibility of the Supplier to collect the payment. The Company are not responsible for non-payments in this situation though will make all efforts to assist The Supplier in collection outstanding payments.

6. SERVICES SUPPLIED

6.1 The services provided by The Supplier shall be as described in any written or verbal material.

6.2 If the Supplier is outsourcing jobs to a third party, the Supplier must provide all details of the third-party company and the order to The Company if requested.

7. INDEMNITY

7.1 The Supplier shall indemnify The Company in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) suffered or incurred by The Company arising out of or in connection with any breach of or negligent performance or non-performance of this agreement by Supplier.

8. TERMINATION

8.1 (a) Any order hereunder may be terminated by written notice forthwith:

…i) by The Company and The Supplier if the other commits any material or persistent breach of these terms and, where capable of remedy fails to remedy the same within 7 days;

…ii) by either party if the other becomes bankrupt or insolvent or any receiver or administrator or similar person is appointed in respect of that party or enters into any arrangement with its creditors;

…iii) by either party if they reasonably believe that any of the events

…(b) above is about to occur and notifies the other party accordingly;

…i)by The Company if the Supplier ceases or threatens to cease to carry on business; or

…ii)) by the Company, if the Supplier fails to deliver or despatch the Goods or complete the Services in good time.

8.2 The Company shall have the right at any time and for any reason to terminate any order in whole or in part by giving the Supplier not less than 28 days written notice whereupon all work shall be discontinued.

9. CONFIDENTIALITY AND PUBLICITY

9.1 As an information and review service you permit The Company to share and publish their experience of The Supplier through our news service, with the press, with our members and with selected organisations and websites.

9.2 The Supplier shall not use The Company’s name for advertisements or publicity without its consent

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Supplier shall indemnify the Company in full against any claim for infringement (or alleged infringement) of any Intellectual Property rights brought by a third party as a result of the use of any Goods, the results of any Services or any materials supplied by the Supplier.

11. HAZARDOUS GOODS

11.1 Prior to delivery the Supplier shall give The Company written notice of any Goods and/or other items accompanying the Goods or associated with their delivery as having toxic or other hazards to the safety or health of persons or property. The Supplier shall identify those hazards and give clear and full details of all precautions which the Supplier and the Company should take.

12. INSURANCE

12.1 The Supplier shall procure and maintain insurance(s) in amounts and with coverages acceptable to The Company and in line with good industry practice, with reputable insurance companies. At The Company’s request, the Supplier shall furnish to The Company certificates and other satisfactory evidence of such insurances. The Supplier’s purchase and maintenance of such appropriate insurance however shall not modify or relieve the Supplier of its obligations and liabilities under this Contract.

13. GENERAL

13.1 All Services supplied shall be performed by appropriately qualified and trained personnel with due care and diligence.

13.2 None of the work covered by the Contract shall be assigned or sub-contracted by the Supplier.

13.3 The provisions of the Contract (Rights of Third Parties) Act 1999 shall not apply to the Contract and are hereby expressly excluded.

13.4 Except as otherwise provided herein, the rights of either party under the Contract shall not be prejudiced or restricted by any indulgence or forbearance extended by one party to the other and no waiver by one party of its rights in relations to any breach of the Contract shall affect its rights in respect of any subsequent breach.

13.5 Any demand, notice or other communication given or made under or in connection with this Contract shall be in writing.

13.6 All notices shall be deemed properly served if delivered in person or sent by email fax or first class post to its registered office or principle place of business. A notice sent by fax will be deemed to have been served at the time of successful transmission, provided a confirmatory copy is also sent by first class post. A notice sent by first class post shall be deemed served two working days after posting.

13.7 The Supplier and The Company are independent contracting parties and nothing in this Contract shall make either party the agent or representative of the other.

13.8 If any provision herein is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provisions in question shall not be affected thereby.

13.9 This Contract constitutes the entire agreement between the Supplier and the Supplier with respect to the matters contained herein and supersedes all prior oral or written representations and agreements.

13.10 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

14. DELIVERY OF GOODS

14.1 At time of delivery the Supplier shall provide an advice note detailing The Company purchase order number, description code number (if any) and quantity of the Goods consigned.

14.2 All Goods must be adequately packaged and protected against damage and deterioration in transit.

14.3 Returnable packaging and other containers shall be supplied by the Supplier free of charge.

15. STATUTORY OBLIGATIONS – IMPORTED GOODS

15.1 The Suppler shall furnish the necessary information for AW to comply with the EC Intrastat regime.

16. PROPERTY AND RISK

16.1 Title to the Goods shall not pass to The Company until the price for those Goods has been paid but in any event, The Company shall be entitled to resell or use the Goods in the ordinary course of business.

16.2 The risk in the Goods shall pass upon the delivery of the Goods provided that a duly authorised representative of The Company signs for the receipt of the Goods.

16.3 Where advance or progress payments are made, title but no risk shall pass to The Company as soon as items are allocated to the Contract. All items so allocated shall be adequately marked and recorded as being the property of The Company.

17. REJECTION OF GOODS

17.1 The Company may reject any Goods which on inspection are found not to confirm with the requirements of the Contract and the Supplier shall at its own expense remove the rejected Goods and shall do so within 7 working days receipt of notification of rejection.

17.2 If the Supplier fails to remove the Goods in accordance with Clause 18.1, The Company may return the rejected Goods to the Supplier at the Supplier’s risk, the cost of carriage being recoverable from the Supplier.

17.3 When The Company rejects any Goods after delivery, AW at its sole discretion shall either (i) obtain a full refund of the Goods or (ii) require that the Supplier (at its own expense) delivers Goods which conform with the requirements of the Contract as soon as reasonably practicable.

18. QUALITY AND DESCRIPTION

18.1 Unless otherwise agreed in writing by The Company all Goods supplied shall:

…a) conform as to quality and description stated in the purchase order and correspond to any sample pattern or specification specified in the Contract;

…b) comply with any applicable British or European equivalent standard specification;

…c) be of sound materials and workmanship;

…d) be fit for the purpose for which they are supplied and any purpose that the Supplier is made aware of; and

…e) be new, or be provided using new materials.

19. WARRENTY

19.1 Without prejudice to any other rights or remedies, the Supplier shall expeditiously repair or replace all Goods which are or become defective during the period of 12 months (or during any other longer agreed period) from using the Goods where such defects occur under proper usage and are due to faulty design, materials or workmanship or erroneous or inadequate instructions as to use or any other breach of the Supplier’s obligations, whether express or implied.

19.2 Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months (or any extended agreed period) from the date of reinstallation or supply.

Our service promise to you

The Sincura Group Service Promise to guarantee a consistent and exceptional experience at all times throughout your relationship with us. Please find below our The Sincura Service Promise.*

The Sincura Group is committed to delivering an exceptional service experience.

The Lifestyle Management Team will be available ‘around-the-clock’, providing you with instant access to knowledgeable, fully-trained staff, who are committed to delivering excellent service to you wherever you are in the world, 24 hours a day, 365 days a year.**

The Lifestyle Management Team will offer service worldwide, with consistent local language and English serviced out of each territory.

Your Lifestyle Manager will provide you with honest, courteous, friendly and professional service.

Your Lifestyle Manager will be trained and experienced.

Your Lifestyle Manager will demonstrate an interest in your life and lifestyle.

Your Lifestyle Manager will value you as a Member.

Your Lifestyle Manager will provide request updates as per the timelines agreed upon between you.

Your Lifestyle Manager will complete requests within a suitable timeframe as discussed and agreed upon between you.

Your Lifestyle Manager will be fully trained, experienced and will ask relevant and detailed questions at the point of initial discussion according to the nature of your request.

Your Lifestyle Manager will use the appropriate contact method as preferred by you (email, telephone or mobile app) and as dictated by request-type (e.g. last minute, urgent, emergency).

Your Lifestyle Manager will provide detailed confirmations and reminders of request booking arrangements upon completion of request; including cancellation policy, booking reference numbers, and booking terms & conditions.

Your Lifestyle Manager will understand your lifestyle wants and needs, and will provide ‘Insider’ objective supplier recommendations, based on your personal preferences and interests** – using our global network of trustworthy and reliable global suppliers.

Your Lifestyle Manager will offer you knowledgeable advice by using a team of expert in-house Specialists.

Your Lifestyle Manager will be a source of diverse information – from suggesting luxury, unique and/or bespoke experiences to providing relevant suitable options should your first option not be available for any reason.

Your Lifestyle Manager will communicate added-value supplier benefits to you, based on what you value.

Your Lifestyle Manager will manage and fulfil your requests with the utmost sensitivity, discretion and confidentiality, as well as observing cultural considerations and awareness at all times.

* For more information, please read: Our Rules and Membership Terms and Conditions

**Certain Membership levels only.

See website for Membership level service definitions. Member calls may be recorded for training purposes and to ensure that we strive for service excellence.