Bismarck Select: Terms and Conditions App

Last updated October 4, 2022

Bismarck Select: Terms and Conditions

 

The General Terms and Conditions (“T&C”) are agreed between

 

Count Bismarck FS Holding S.a.r.l, 61, Rue de Rollingergrund, L-2440 Luxembourg, Luxembourg („Bismarck FS Holding“)

 

and its 100% subsidiary

 

Bismarck FS Operations GmbH, Grünwalder Weg 32, 82041 Oberhaching, Germany („Bismarck FS Operations“)

 

trading together under the brand “Bismarck Select

 

and

 

the End Customer, a legal entity or natural person acting on their own behalf for professional or non- professional purposes, hereinafter referred to as the “User“, on the other hand.

 

Together referred to as the “Parties”.

 

The agreement sets out the terms and conditions for the installation and use of Bismarck FS Holding software applications for iOS, Android and web-access (the “Bismarck Select Frontends”).

 

Please read this entire agreement and indicate whether you agree to its terms and conditions by clicking the “yes” or “accept” button. If you do not agree please let us know and delete the app from your phone and return any cards issued.

 

Bismarck Select and the persons using the Bismarck Select Frontends (the “User”) agree upon the use of the Bismarck Select Frontends based on the following terms.

 

By agreeing to theses T&C, the User also agrees to the terms and conditions or other legal agreements of the financial and non-financial services providers that are attached to these T&Cs as Annexes. The list of attached Annexes as well as the Annexes itself may be amended or changes as the services and providers will be amended and changed by Bismarck Select.

 

 

1. Service

 

Bismarck FS Operations provides access for the User to a set of financial and non-financial services that make digital wealth management a luxury experience via Apps and a web-frontend provided by Bismarck FS Holding. If needed, support is provided by Bismarck FS Operations.

 

The initial set of accessible services on the Bismarck Select platform are

       Bismarck accounts and debit cards that are provided by SWAN: By using SWAN’s services the terms displayed below in Annex 1 apply,

       Concierge Services that are provided by The Sincura Group: By using the Sincura Group services the terms displayed below in Annex 2 apply.

 

 

2. Passwords and Account Use

 

Users are solely responsible for maintaining the security of its passwords. The User may not disclose its passwords to any third party and is solely responsible for any use of or action taken under its passwords.

 

3. Feedback

 

3.1 Users can provide reasonable feedback to Bismarck Select concerning the features and functionality of the Bismarck Select Frontends. If a User provides feedback to Bismarck Select, all such feedback will be the sole and exclusive property of Bismarck Select.

 

3.2 The User hereby irrevocably transfers and assigns to Bismarck Select and agrees to irrevocably assign and transfer to Bismarck Select all of the User’s right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, the “Intellectual Property Rights”).

 

3.3 Feedback and any reviews must be between the User and Bismarck Select only.

 

 

3. No Warranties

 

3.1 The User acknowledges and agrees that:

 

(a) The Service is not an official program but a test phase;

 

(b) the Service may not operate properly, be in final form or fully functional;

 

(c) The Service may contain errors, design flaws or other problems;

 

(d) It may not be possible to make the Service fully functional;

 

(e) The information obtained using the Service may not be accurate and may not accurately correspond to information extracted from any database or other source;

 

(f) Use of the Service may result in unexpected results, loss of data or communications, delays or other unpredictable damage or loss;

 

(g) Bismarck Select is under no obligation to release a commercial version of the Service;

 

(h) Bismarck Select has the right unilaterally to abandon development of the Service, at any time and without any obligation or liability to the User.

 

3.2 The User acknowledges and agrees that it should not rely on the Service for any reason. The User is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Service. The User will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of the User’s use of the User.

 

 

4. Limitation of Liability

 

4.1 Except as otherwise required by law, the liability of Bismarck Select to the User or any third party arising out of or in connection with this agreement or the use of the Bismarck Frontends, or for any error or defect, or for the provision of technical support installation, training or other services in connection therewith, however caused, and on any theory of liability, including contract, strict liability, negligence or other tort, shall be limited to direct damages not to exceed EUR 1,000.

 

4.2 In no event will Bismarck Select be liable for any indirect, incidental, special, punitive or consequential damages, including damages for loss of profits, business, revenue, data or data use, even if advised of the possibility of such damages. These limitations will apply notwithstanding the failure of the essential purpose of any remedy.

 

 

5. Data Collection

 

5.1 When the User uses the Bismarck Frontends, Bismarck Select may collect the following data: location, name, phone number, login name and password; address, birth date, photo, signature, gender, preferences and interests, employer, job, education, income and transactional details of any connected accounts.

 

5.2 The User understands and agrees that Bismarck Select may collect information about how the User and other Users interact with the Bismarck Select Services. Bismarck Select may access the address book on the User’s device and store names and contact information to facilitate social interactions through the Bismarck Select Services and for other purposes.

 

5.3 Bismarck Select collects transaction details related to the User’s use of the Bismarck Select Services, including the type of service requested, date and time the service was provided, amount charged and other related transaction details.

 

5.4 Bismarck Select may collect information about the User’s mobile device, including for example, the hardware model, operating system and version, software and file names and versions, preferred language, unique device identifier, advertising identifiers, serial number, device motion information, address book and contact information, mobile network information or any other details the device could offer to improve service. The User agrees that Bismarck Select may use the information that Bismarck Select collects to facilitate interactions with the Bismarck Select Service, including sharing certain non-sensitive information about the User with other Bismarck Select Users.

 

5.5 The User permits the Frontends to access location services through the permission system used by its mobile operating system, Bismarck Select may also collect the precise location of its device when the app is running the foreground or background. Bismarck Select may also derive its approximate location from its IP address. Users may opt out of providing location data through the Bismarck Select Frontends, unless the User opts out of providing location data, the User consents to the collection, use, sharing and onward transfer of location data.

 

5.6 By providing Bismarck Select with a telephone number (including a mobile telephone number), the User agrees to receive autodialed and pre-recorded message calls at that number. If a telephone number provided to Bismarck Select is a mobile telephone number, the User consents to receive SMS or text messages at that number, for service-related matters. Bismarck Select will not share the User’s phone number with non-affiliated third parties for their purposes without the User’s consent and never market, advertise, or solicit the User using autodialing or pre-recorded messages, but Bismarck Select may share the User’s phone numbers with Bismarck Select’s affiliates or with other service providers, such as billing or collections companies, who may contact the User using autodialed or pre-recorded message calls or text messages.

 

5.7 the User acknowledges and understands that, while the User’s communications with Bismarck Select may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Bismarck Select, and Bismarck Select does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

 

5.8 The User agrees that Bismarck Select can use its Information in connection with the Service, to enable us to review, develop and improve Bismarck Selects products and services. This may involve providing the Information to our partners, affiliates, agents, distributors and suppliers to process Bismarck Selects transactions and for their statistical research and analytical purposes.

 

5.9 Bismarck Select may also disclose the User’s information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorized activity.

 

 

6. Confidential Information

 

6.1 “Confidential Information” means any information and data disclosed or made available to the User by Bismarck Select in the course of the use of the Bismarck Select Service, which contain or are based on Confidential Information.

 

6.2 Confidential Information shall, however, not include information which (i) is in the User’s possession as of the day of this Agreement, (ii) is or will be in the public domain other than as a result of a disclosure by the User in violation of this Agreement, or (iii) is or becomes available to the User from a third party, provided that such third party is not prohibited from disclosing such Confidential Information by a legal or contractual obligation.

 

6.3 The User hereby explicitly agrees to treat the Confidential Information and all other information received by Bismarck Select in connection with the Bismarck Select Service strictly confidential and shall not disclose the Confidential Information and all other information received by Bismarck Select in connection with the Bismarck Select Service to any third party without prior approval by Bismarck Select. Furthermore, the User shall not make any copies or other duplicates of any portion of the Confidential Information.

 

6.4 The User hereby agrees to use the Confidential Information solely in connection with the use of the Service or the development of processes connected with the continuous improvement of Bismarck Select’s Services.

 

6.5 The User will take all necessary steps to ensure that proper and secure storage is provided for all Confidential Information to protect against theft or unauthorized access.

 

6.6 Upon written demand, the User shall return without undue delay all written, electronic or other tangible Confidential Information including all copies thereof, and destroy and expunge, to the fullest extent technically and economically feasible, all Confidential Information from any computer or other device containing such information.

 

6.7 Section 6.6 does not apply to the extent that the User is required under applicable law, regulations or rules of professional bodies to keep copies of the Confidential Information. Any Confidential Information not returned or destroyed in accordance with Section 5.6 shall remain subject to the confidentiality obligations under this Confidentiality Section.

 

6.8 The User will be responsible for making its own decision on the Confidential Information and hereby acknowledges that the Confidential Information is provided without any representation or warranty as to its accuracy or completeness by Bismarck Select.

 

6.9 Bismarck Select reserves all rights of whatever kind in the Confidential Information made available, including all copyrights and rights of use as well as the right to apply for registration of rights in marks or any other industrial property rights of whatever kind. This Confidentiality Agreement and the make available of Confidential Information to the User do not constitute a grant of ownership or license rights or any other rights to the User or any third party. In order to acquire such rights, a separate agreement must be concluded.

 

 

7. Intellectual Property

 

7.1 The Serivce and all intellectual property rights contained therein, including but not limited to any content, are owned or licenced by Bismarck Select.

 

7.2 Intellectual Property Rights mean rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Bismarck Select’s intellectual property include “bismarck.select”, “Bismarck Select” and all logos related to the Bismarck Select Service. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Bismarck Select. The User may not copy, imitate, or use them without Bismarck Select’s prior written consent.

 

7.3 Nothing in these Terms grants the User any legal rights in the Service. The User agrees not to adjust or try to circumvent or delete any notices contained on the Service (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Service.

 

 

8. Termination

 

8.1 Either party may terminate this agreement at any time by notice to the other party. Bismarck Select may suspend the User’s access to the Service immediately without notice for any reason. Within five days after termination, User will (i) return to Bismarck Select the Service and all copies thereof in the form provided by Bismarck Select or (ii) upon request by Bismarck Select delete the Bismarck Select Frontends and all copies thereof and certify in writing that it has been destroyed.

 

 

9. Governing Law

 

9.1 This Agreement shall be governed by the law of Germany and any claim or dispute under these Terms shall be subject to the non-exclusive jurisdiction of the Courts of Germany.

 

 

10. Amendments; Written Form

 

This Agreement contains the entire agreement between the Parties concerning its subject matters, and no amendments of this Agreement (including amendments of this section) or waiver of terms and conditions hereof will be binding upon the Parties, unless approved in writing by each Party.

 

 

11. Partial Invalidity

 

If any provision of this Agreement is considered to be invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. The invalid or unenforceable provision shall be deemed to have been replaced by a valid and fair provision which comes as close as possible to the intention of the Parties hereto at the time of the conclusion of this Agreement.

 

 

12. Assignment

 

The User may not assign this agreement without our prior written consent. We may assign this agreement at any time, without notice.

 

 

 

 

 

Annex 1: Terms for Swan (Card & Account)

 General terms of use of the Account

1.    Preamble

The General Terms of Use, hereinafter “ToU“, are concluded between

 

SWAN, a simplified joint-stock company (société par actions simplifiée) with a capital of €22,840.20, having its registered office at 95 avenue du président Wilson, 93100, Montreuil – RCS 853 827 103.

SWAN is an electronic money institution authorised to provide payment services, approved under number (CIB) 17328 by the French Prudential Supervisory Authority (Autorité de contrôle prudentiel et de résolution (ACPR)), 4, place de Budapest CS92459 – 75436 Paris Cedex 09 and subject to the supervision of this authority.

 

Here in after “SWAN” or the “Institution”, on the one hand, And

The End Customer, a legal entity or natural person acting on their own behalf for professional or non- professional purposes,

 

Hereinafter referred to as the “End Customer”, on the other hand. Together referred to as the “Parties”.

The ToU also include the tariff conditions attached thereto.

 

The End Customer accepts without reservation the ToU brought to their attention when subscribing to the Services.

 

The End Customer may request a copy of the ToU from SWAN at any time.

 

2.    Definitions

In the ToU, capitalised terms and expressions have the meanings set out below, whether used in the singular or plural.

 

Card: means the means of payment in the form of a physical or virtual card issued by SWAN allowing the End Customer to make payments and withdrawals.

 

Swan Account or Account: means an electronic money account or payment account opened with Swan in the name of the End Customer. An e-money account contains e-money units. Where the Swan Account is not an e-money account, it is a payment account.

 

End Customer: means the legal or natural person, registered or resident in one of the Member States of the European Union (EU) or the European Economic Area (EEA). The End Customer may act in the context of their professional activity (commercial, industrial, craft, liberal or agricultural) or in a personal capacity. They hold or wish to hold a Swan Account.

 

Security Code: means the personalised code of the End Customer or Authorised User allowing them to access the Swan Interface through the Personal Strong Authentication Device.

 

Personal Strong Authentication Device: means the technical device provided personally to the End

Customer in order to verify their identity or the validity of a Payment Order, and meeting the applicable legal and regulatory requirements. These procedures involve the use of Personalised Security Credentials.

 

Personal data: means any information relating to an identified natural person or person who is identifiable, directly or indirectly.

 

Personalised Security Credentials: means the personalised data that authenticates the identity of the End Customer through the use of the Personal Strong Authentication Device.

 

Swan Interface: means the Swan Account management module accessible from a website made available to the End Customer by SWAN and the Partner. The Swan Interface allows the End Customer to consult their Swan Account and to prepare or carry out Payment Transactions. The Swan Interface can be accessed at the following address: https://banking.swan.io.

 

Business Days: means calendar days excluding Saturdays, Sundays and public holidays in metropolitan France.

 

E-money: means the available monetary value representing a claim by the End Customer on the Institution. E-money is issued by the Institution against the delivery of the corresponding Euro (€) funds by the End Customer. The Institution keeps it in electronic form on its server by registration in an E-money

Account opened for this purpose.

 

Payment Transaction: means the transfer of funds from an End Customer to another account, carried out in accordance with the conditions set out in these ToU. Payment Transactions may or may not be linked to E-money.

 

Order: means the instruction given by an End Customer to SWAN, carried out under the conditions provided for in these ToU, in order to execute a Payment Transaction and/or a Reimbursement.

 

Partner: means the legal entity SWAN customer, which has access to the Swan Interface (API) allowing it, among other things, to access the balance and the latest Payment Transactions of its own Swan Account. Where applicable, as an Intermediary in Banking Operations and Payment Services (IOBSP) or as a commercial agent, the Partner may be required to prepare, facilitate and advise End Customers, with a view to concluding these ToU, as well as to collect the data and supporting documents necessary to open a Swan Account. In this capacity, it is likely to support End Customers throughout their relationship with

SWAN. It is also likely to limit access by End Customer to certain SWAN offers among those described in the various general terms of service.

 

Account Statement: means the document accessible to the End Customer on the Swan Interface and summarising the Payment Transactions recorded on the Swan Account during a given period, generally monthly.

 

Reimbursement: means the transfer by SWAN, on the Order of an End Customer, of the cashless funds corresponding to all or part of the available E-money held by them less any fees due.

 

Services: means together and without distinction the payment services, the services of issuance, management and provision of E-money, which are provided by SWAN to End Customers, as well as the possible means and instruments allowing End Customers to benefit from these services.

 

EPT: means electronic payment terminals.

 

Authorised User: means any natural person authorised by SWAN who accesses via the Swan Interface the secure space reserved for the End Customer using a Personal Strong Authentication Device.

 

3.    Purpose

The purpose of these ToU is to define the conditions under which SWAN provides Services to the End Customer.

 

These ToU constitute a framework contract between SWAN and the End Customer, governed by the French Monetary and Financial Code. This contract lists the obligations and conditions linked to the opening of a Swan Account and governs the use of payment services covered by Article L. 314-1 II of the French Monetary and Financial Code, including:

 

the provision of a physical, digital or virtual payment card; payment transactions made with the Swan Card; receiving and issuing Payment Orders;

cash withdrawal;

 

receiving and issuing direct debits (SEPA and SEPA business-to-business); receiving and issuing transfers (SEPA).

 

These ToU are accompanied by one or more general terms of services relating to specific SWAN offers. They are only offered to the End Customer under the conditions described therein and provided that the offers in question are offered by the Partner.

 

4.    Opening a Swan Account

After carrying out the necessary checks, SWAN accepts the opening of the Account or, if necessary, refuses it on a discretionary basis, without giving reasons or the right to compensation, and indicates its decision to the End Customer.

 

The opening of an Account is done on the basis of the information transmitted by the End Customer or the Partner (after agreement of the End Customer) to SWAN. The End User guarantees that this information is true, accurate and complete.

 

In the case of non-professional use, the End Customer guarantees that he is a capable adult with a valid identity document (national identity card, passport or residence permit in particular).

 

In the case of use for professional purposes, the End Customer guarantees:

 

that they are a legal person or a natural person of full age, capable, acting for their own account for professional purposes (commercial, industrial, craft, liberal or agricultural);

 

that its representative has all necessary authorisations to open and use the Swan Account.

 

For the opening of the Account, SWAN may ask to collect the information and documents listed below, in whole or in part:

 

When the End Customer is a legal or natural person acting for professional purposes :

 

its name, legal form, capital, address of its registered office, description of its activity and identification number;

an extract from the official register establishing its legal existence and containing the above information;

a copy of a valid official identity document of the legal representative and their telephone number; a copy of the articles of association;

any appropriate document or evidence enabling the identification of persons involved in the use of the Swan Account, i.e. the beneficial owners within the meaning of banking regulations (which are understood in particular, within the meaning of Articles L 561-2-2 and R 561-1 of the French Monetary and Financial Code, as the natural person(s) who hold, directly or indirectly, more than 25% of the

Company’s share capital or voting rights or who exercise, by any other means, a power of control over its management, administrative or executive bodies or over the general meeting of its shareholders); the details of an account opened in an establishment in the European Union or the European

Economic Area;

a description of its activity;

its last tax return or its equivalent in foreign law;

any other supporting documents required by SWAN.

 

When the End Customer is a natural person not acting for professional purposes :

 

their surname, first name, date of birth and nationality;

a copy of a valid official identity document with the current photograph of the End Customer; proof of address;

their email address and/or phone number; their tax notice;

any other supporting documents required by SWAN.

 

The End Customer must inform SWAN as soon as possible of any information or modification of information concerning their situation.

 

Where the End Customer is a natural person, they certify that they are not a US national within the meaning of Decree No. 2015-1 of 2 January 2015. Where the End Client is a legal entity, it certifies that none of its beneficial owners (within the meaning of Article L. 561-2-2 of the French Monetary and Financial Code) is a US national within the meaning of the same text.

 

At any time, SWAN may ask the End Customer for additional documents justifying the information already provided. In the absence of a response from them, their Swan Account may be closed.

 

5.    Functioning of the Swan Account

5.1.  Specificities of the E-money account

 

The End Customer’s Swan Account may be considered an e-money account at Swan’s discretion. In particular, the Swan Account is considered an e-money account once the End Customer has verified their identity.

 

If the End Customer has not provided the supporting documents mentioned in Article 4, then the End

Customer’s E-money Swan Account cannot be used to make Payment Transactions or reloads for a value of more than one hundred and fifty Euros (€150) over a period of thirty (30) rolling days; nor can they carry out electronically initiated transactions exceeding fifty Euros (€50).

 

5.2.  How the Swan Account works

 

The Swan Account must have a credit balance that the End Customer undertakes to maintain. Before carrying out Payment Transactions, the End Customer must ensure that they have an available and sufficient balance in their Swan Account, taking into account all Orders and Payment Transactions already carried out and not yet debited.

 

5.2.1.  Crediting the Swan Account

 

When the Swan Account is an e-money account, it is credited with e-money of a nominal value equal to the funds received in Euros.

 

Payment Transactions on the Swan Account are denominated in Euros. SWAN does not provide currency exchange services.

 

The funds in the Swan Account do not constitute repayable funds from the public within the meaning of banking and financial regulations. They cannot earn interest. They are protected by being kept in a dedicated account with a French credit institution. This means that the funds collected can never be used to settle SWAN’s debts in the event of insolvency and cannot be seized by any of SWAN’s creditors.

 

5.2.2.  Execution of Payment Transactions

 

The End Customer may, within the limits set out in these ToU, issue and receive Payment Transactions. These Payment Transactions may or may not be linked to E-money.

 

The execution of a Payment Transaction implies, on the part of the End Customer, the transmission of an Order to SWAN. To transmit an Order, the End Customer must first authenticate themselves using the

Personal Strong Authentication Device.

 

Before transmitting an Order, it is the End Customer’s responsibility to ensure that they have sufficient funds in their Account to cover the amount of the Payment Transaction concerned and any related fees, as agreed in the pricing conditions attached hereto.

 

Where applicable, it is up to the End Customer to fund their Account under the conditions provided for in Article 5.2.1 hereof, before the Order can be validly transmitted to SWAN for execution. The Order is likely

to be refused if the balance of the Account is lower than the amount of the Payment Transaction (including fees) on the date of execution of the Order by SWAN.

 

Orders are executed within one (1) Business Day of transmission of the Order (and on the agreed execution date for forward or standing Orders). Any Order sent to SWAN after 9:00 p.m. is deemed to be sent on the following Business Day. If this transmission takes place outside a Business Day, the Order is deemed to have been transmitted on the following Business Day. As an exception, Orders to execute

Payment Transactions between two Swan Accounts are executed on the same day, in real time.

 

The execution of an Order may be suspended by Swan for the time necessary to conduct further checks. Swan may contact the End Customer to obtain information about the Payment Transaction and may request supporting documentation relating to the Payment Transaction.

 

5.2.3.  Payment orders linked to the payment account

 

Use of the Card

 

The Card is strictly personal and nominative and remains the property of SWAN.

The confidential code or the Personal Strong Authentication Device is necessary for the payment of a good or a service to a person equipped with a physical or virtual Eftpos terminal bearing the Mastercard logo.

Subject to any restrictions on use, defined with the Partner where applicable, Payment Transactions will be immediately deducted from the available balance on the End Customer’s Swan Account and will be debited from the Swan Account as soon as SWAN receives the debit request from the creditor. The payment Order is irrevocable from the entry of the PIN code or another authentication (such as the use of the Personal

Strong Authentication Device). Consequently, the End Customer cannot withdraw their acceptance. SWAN is not involved in any dispute that may exist between the End Customer and the payee. SWAN may refuse without prior notice Orders or Payment Transactions due to their nature or amount, in the context of the fight against fraud. The End Customer is informed by any means by SWAN and provided that this

information is compatible with the applicable regulations. The storage and use of the Cards handed over to them is the sole responsibility of the End Customer. If a physical Card is ordered, SWAN sends the Card(s) to the address indicated by the End Customer. The confidential code is communicated separately. If a

Virtual Card is ordered, it can be accessed directly from the Swan Interface. For security reasons, the use of the Personal Strong Authentication Device is necessary to reveal the information allowing its use (card numbers, expiry date). If the PIN is entered incorrectly three times in a row when using a Card, the Card will be blocked. The End Customer must then contact SWAN to order a new physical Card, under the pricing conditions appended to these ToU.

 

Funding the Account by card

 

The End Customer can credit their Swan Account by credit and/or debit card on a one-off or recurring basis. The credit and/or debit card by which the Swan Account will be credited must be held by the End Customer and must have been previously registered and validated on the Swan Interface.

The maximum amount with which the End Customer can credit their Swan Account at each top-up as well as the maximum top-up limit over a given period is determined by SWAN which reserves the right to reserve this functionality to eligible Customers only. The available top-up amount corresponds to the difference between the maximum amount and the amount consumed over the given period.

If they are eligible to use this functionality, the End Customer may authorise SWAN to top up their Swan

Account with the credit and/or debit card previously registered on the Swan Interface in order to execute a Payment Order for which the balance of their Swan Account is insufficient, within the limit of the available amount of the top-up by card.

Card top-up Orders are automatically debited from the account on which the card operates.

The End Customer, holder of the card to be debited, must ensure that on the day of the execution of the transfer of funds by card, the account on which the card operates has a sufficient and available balance and maintain it until the corresponding debit.

 

Cash withdrawals

 

The End Customer may, subject to authentication, make cash withdrawals with their Card at all cash

withdrawal devices displaying the Mastercard logo, within the limits of the ceiling determined with SWAN and, if applicable, the Partner, and of the provision on their Swan Account.

 

Receipt of SEPA transfers

 

The End Customer expressly mandates SWAN to receive on their Swan Account Payment Transactions by SEPA transfer in Euros from an account opened with an institution located in the European Union or the

European Economic Area.

SWAN receives the funds in the name and on behalf of the End Customer and credits their Swan Account immediately upon receipt of a valid and executable instant SEPA Transfer Order.

As soon as the Payment Transaction is credited to the End Customer’s Swan Account, they receive a payment summary. It is up to the End Customer to inform SWAN as soon as possible if the funds are not intended for them.

SWAN is not involved in any dispute that may exist between the End Customer and the issuer of the payment.

 

Issue of SEPA transfers

 

The End Customer may issue a payment Order by transfer from their Swan Account to an account opened in an institution located in the European Union or the European Economic Area.

A transfer payment Order may be one-off or standing, conventional or instant, and must include the

information requested on the Swan Interface and, where applicable, by the Partner. The SEPA Transfer Order is denominated in Euros.

Transfer payment Orders may be prepared from the Partner’s interface, if the End Customer has given it permission to do so. Validations of transfers by the End Customer are collected by their Personal Strong Authentication Device. They are time-stamped and kept for the applicable statutory period by SWAN.

 

Transfer payment Orders are irrevocable from the moment they are put into circulation in the payment system by SWAN. After this date, no cancellation is possible.

SWAN may refuse to execute a transfer payment Order that is incomplete, incorrect or for any other reason. Considering that no overdraft is allowed on the Swan Account, in the event of an insufficient balance, the transfer payment Order will be automatically refused. In the event of an anomaly or material error, SWAN may refuse the Order and will indicate to the End Customer the reason for the error, unless this is impossible or legally prohibited, as well as, if possible, the procedure to follow to correct the anomaly. In case of suspicion of fraudulent use of the Swan Account, of unauthorised use, or for reasons relating to security, SWAN may block a transfer payment Order, without the need to give reasons to the End

Customer. A payment transfer Order refused by SWAN is deemed not to have been received and cannot engage SWAN’s liability for any reason and in no case give rise to the payment of compensation to the End Customer.

The transfer payment Order is confirmed to the End Customer directly on the Swan Interface.

 

Standard SEPA transfers – Execution times

 

For standard SEPA transfers, the time of receipt of a transfer payment Order is the date on which SWAN confirms its receipt to the End Customer. If the transfer payment Order is received after 9:00 pm on a

Business Day or is presented on a day that is not a Business Day, the Order is deemed to have been received by SWAN on the next Business Day.

The transfer payment Order is executed within one (1) Business Day from the date of its receipt by SWAN. This period may be extended when verifications are necessary to check its validity, in particular but not exclusively, in case of serious doubts as to a fraudulent use of the SWAN Account or because of the rules relating to the fight against money laundering and terrorist financing.

 

Instant SEPA transfers -Specificities and execution times

 

The instant SEPA transfer is an occasional SEPA transfer with instant execution.

Subject to service availability, the instant SEPA transfer is available without interruption 24 hours a day, 7 days a week, every day of the year. These transfers are limited to a maximum amount of one hundred thousand Euros (€100,000).

The recipient must have a bank or payment account opened with an institution located in the European Union or the European Economic Area and able to execute instant SEPA transfers.

The time of receipt of an instant transfer payment Order is the date on which SWAN confirms its receipt to the End Customer. The amount of an instant transfer is then credited to the beneficiary’s account no later than ten (10) seconds after the transfer is accepted.

This period may be extended when verifications are necessary to check its validity, in particular but not exclusively, in case of serious doubts as to a fraudulent use of the SWAN Account or because of the rules relating to the fight against money laundering and terrorist financing.

 

Receipt of SEPA Direct Debit Orders

 

When the End Customer wishes to authorise a creditor to issue a SEPA Direct Debit transaction in Euros and SWAN to debit their Swan Account, they give SWAN the power to accept on their behalf the SEPA Direct Debit or B2B mandate provided by its creditor.

The creditor must have a bank or payment account opened with an institution located in the European Union or the European Economic Area.

SWAN must have received the SEPA Direct Debit Payment Order at the latest one (1) Business Day before the scheduled execution date.

The value date of the Payment Transaction in question cannot be earlier than the day the amount is debited from the Swan Account. SWAN may reject or return a Direct Debit Payment Transaction upon presentation of the Direct Debit Payment Order or subsequently within four (4) Business Days for any authorised reason and in particular in case of insufficient funds on the Swan Account.

 

In all cases where the End Customer, acting for non-professional purposes, is entitled to do so (for example, if they have not given their acceptance to the creditor), the End Customer has the possibility with SWAN:

 

to stop a Direct Debit Payment Order before its execution, at the latest at the end of the Business Day preceding the due date before the deadline defined by SWAN;

to revoke a mandate and withdraw its acceptance to any Direct Debit Payment Order related to this mandate at the latest at the end of the Business Day preceding the due date, before the deadline defined by SWAN. It will only take effect for Direct Debit Payment Orders attached to this mandate that have not yet been transmitted to the creditor’s payment service provider.

 

This revocation is made to their creditor by mail or, where appropriate, according to the procedure laid down by the creditor. Subject to the moment of irrevocability specified above, the effect is that any

 

subsequent Direct Debit Transaction attached to the revoked mandate is deemed unauthorised. The request for revocation or opposition must be made in writing to SWAN’s customer service department at the following address: support@swan.io or from the Swan Interface. It is specified that a SEPA Direct Debit

Payment Order may be the subject of a reimbursement request by the End Customer acting for non- professional purposes to SWAN within eight (8) weeks from the debiting of the Swan Account or, in case of unauthorised Payment Orders, within thirteen (13) months, leading to the automatic reversal of the debit of the End Customer’s Swan Account by SWAN, without prejudice to the results of the search for proof. No requests for partial reimbursement are allowed. A SEPA Direct Debit Payment Order may be the subject of a reimbursement request by the End Customer acting for professional purposes to SWAN within seven (7) Business Days from the debiting of the Swan Account or, in case of unauthorised Payment Orders, within one (1) month, resulting in the automatic reversal of the debit entry on the End Customer’s Swan Account by SWAN, without prejudice to the results of the search for proof. No requests for partial reimbursement are allowed.

 

Funding of the Account by SEPA Direct Debit

 

When the End Customer wishes to credit their Swan Account by direct debit, they expressly mandate

SWAN to receive on their Swan Account SEPA Direct Debit Payment Transactions in Euros from a bank account in their name at an institution located in the SEPA zone. The End Customer is responsible for the validity of the mandate and the information it contains. The mandate must contain the numbers of the accounts to be debited and credited, the identity of the holders of the accounts to be debited and credited, the postal address of the creditor, the identification of the bank in which the account to be debited is domiciled, the date of signature of the mandate and the mandate reference.

SWAN receives the funds on behalf of and for the account of the End Customer and credits their Swan Account immediately after receiving the funds from the other institution of the End Customer. Finally, the End Customer receives a payment summary. It is up to the End Customer to inform SWAN as soon as possible if the funds are not intended for them.

At any time, the End Customer may decide to terminate the SEPA mandate by informing SWAN at the following address: support@swan.io. Termination of the mandate will be effective no later than three (3)

Business Days from the date of receipt by Swan. Direct Debit Orders made on a date prior to the effective termination date of the mandate will not be affected by the termination and will remain in full force and effect.

SWAN may at any time limit the possibility for the End Customer to top up their Swan Account by direct debit above a certain amount for a certain period of time. Moreover, when the End Customer funds their account by a SEPA direct debit, SWAN may have to block all or part of the credited funds for a period of three to five interbank working days.

 

Issuance of SEPA Direct Debit Orders

 

Subject to SWAN’s approval of their eligibility for this functionality, the End Customer acting for professional purposes may expressly mandate SWAN to receive on their Swan Account SEPA Direct Debit Payment Transactions in Euros originating from a bank account in the name of one of its customers in an institution

located in the SEPA zone.

The End Customer must first fill in the information relating to their professional activity in the corresponding section on the Swan Interface. SWAN then performs an analysis of their eligibility to receive SEPA Direct Debits. SWAN reserves the right to apply limits at any time to the value of SEPA Merchant Direct Debit

Payment Transactions that may be issued in connection with the End Customer’s Swan Account.

A mandate authorising SEPA direct debits, whether one-off or recurrent, must be filled in by the holder of the account to be debited and contain the numbers of the accounts to be debited and credited, the identity of the holders of the accounts to be debited and credited, the creditor’s postal address, the identification of the bank where the account to be debited is domiciled, the date of signature of the mandate and the mandate reference. The End Customer is responsible for the validity of the mandate.

SWAN receives the funds in the name and on behalf of the End Customer and credits its Swan Account immediately after receiving the funds from the End Customer’s customer, debtor of the Payment

Transaction. Finally, the End Customer receives a payment summary. It is up to the End Customer to inform SWAN as soon as possible if the funds are not intended for them.

The End Customer may only reimburse the sums deducted if the reimbursement is linked to the transaction covered by the mandate, is made after the receipt of said sums in their Swan Account and in no case for an amount greater than the sums initially debited.

When the End Customer receives SEPA direct debits, the End Customer accepts that SWAN mitigates its financial security risk by preventing the balance on the End Customer’s Swan Account from falling below a certain amount. This amount is determined at Swan’s discretion according to the risks specific to the End Customer’s operations and its characteristics (sector of activity, value and frequency of operations, etc.). In order to mitigate this risk, the End Customer may also agree to provide personal security which will be subject to Swan’s written acceptance.

SWAN reserves the right to suspend SEPA Merchant Direct Debit payments to the End Customer’s Swan Account at any time if it deems such suspension to be necessary (for example, but not limited to, excessive

 

or excessively early reimbursements or any other suspicious activity related to the End Customer’s Swan Account).

SWAN is not involved in any civil or commercial dispute that may exist between the End Customer and its own customer who holds the account to be debited.

 

Issuance of internal direct debit orders

 

Subject to Swan’s approval of its eligibility for this functionality, the End Customer may expressly authorise Swan to receive on its Swan account Payment Transactions initiated by it and originating from other accounts opened with Swan.

Eligibility for this service is conditional on the debtor signing an internal direct debit mandate. This mandate authorising internal direct debits must be filled in by the holder of the account to be debited and contain the numbers of the accounts to be debited and credited, the identity of the holders of the accounts to be debited and credited, the postal address of the creditor, the date of signature of the mandate and the mandate reference. The End Customer is responsible for the validity of the mandate.

SWAN credits the creditor End Customer’s Swan account instantly after the execution of the Payment Transaction.

Finally, the creditor End Customer receives a payment summary. It is up to the End Customer to inform SWAN as soon as possible if the funds are not intended for them.

When the End Customer receives internal direct debits, the End Customer accepts that SWAN mitigates its financial security risk by preventing the End Customer’s Swan Account balance from falling below a certain amount. This amount is determined at Swan’s discretion according to the risks specific to the End

Customer’s operations and its characteristics (sector of activity, value and frequency of operations, etc.). In order to mitigate this risk, if necessary, the End Customer may also agree to provide personal security

which will be subject to Swan’s written acceptance.

SWAN reserves the right to suspend internal direct debit payments to the End Customer’s Swan Account at any time if it deems such suspension to be necessary (for example, but not limited to, excessive or excessively early reimbursements or any other suspicious activity related to the End Customer’s Swan

Account).

SWAN is not involved in any civil or commercial dispute that may exist between the End Customer and their debtor, holder of the account to be debited.

 

Receipt of Internals direct debit Orders

 

When the End Customer has authorised a creditor, who also holds an account with SWAN, to issue a direct debit transaction and SWAN to debit their Swan Account, they give SWAN the power to accept the direct debit mandate on their behalf.

The creditor must have a Swan Account.

SWAN submits the internal direct debit payment Order to the debtor End Customer at the latest one (1)

Business Day before the scheduled execution date. The value date of the Payment Transaction cannot be earlier than the day on which the amount is debited from the End Customer’s Swan Account.

The End Customer may reject the internal direct debit without giving any reason at the latest on the scheduled execution date and time.

After this date, the End Customer has a period of eight (8) weeks to request reimbursement of the internal direct debit if they are a natural person acting for non-professional purposes.

It is specified that an internal direct debit payment Order may be the subject of a reimbursement request by the End Customer acting for non-professional purposes to SWAN within thirteen (13) months, leading to the automatic reversal of the debit of the End Customer’s Swan Account by SWAN, without prejudice to the results of the search for proof. No requests for partial reimbursement are allowed.

The revocation of a direct is made by the End Customer to their creditor, by mail or, where appropriate, according to the procedure laid down by the creditor. Subject to the moment of irrevocability specified above, the effect is that any subsequent Direct Debit Transaction attached to the revoked mandate is deemed unauthorised. The request for revocation or opposition must be made in writing to SWAN’s customer service department at the following address: support@swan.io or from the Swan Interface.

 

5.2.4.  Reimbursement of the E-money Account balance

 

When the Swan Account is an e-money account, the End Customer can obtain a Reimbursement of all or part of the available e-money units in their Swan Account to a bank or payment account held by them with an approved institution located in the European Union or the European Economic Area, the details of which they have provided to SWAN. The Reimbursement is made at the nominal value of the e-money.

 

The End Customer issues a Reimbursement Order, where applicable with the Partner, and validates the Order using their Personal Strong Authentication Device.

 

The Reimbursement is executed within one (1) Business Day from the transmission of the Reimbursement Order, plus one (1) additional Business Day for SWAN’s bank. Any Reimbursement Order sent to SWAN

 

after 9:00 p.m. is deemed to have been sent on the following Business Day. If this transmission takes place outside a Business Day, the Reimbursement Order is deemed to have been transmitted on the following

Business Day.

 

5.3.  Information provided to the End Customer

 

5.3.1.  Account Statement

 

A Payment Transaction Statement summarising all the information relating to each Payment Transaction carried out is accessible to the End Customer on the Swan Interface.

 

In the event of a dispute, the production of the Account Statement (or a copy thereof) is deemed to be proof of the Payment Transactions recorded therein, except in the case of error, omission or fraud.

 

5.3.2.  Annual fee statement

 

A statement of the fees collected on the Swan Account during the previous calendar year for the Services provided to the End Customer under the ToU is also accessible on the Swan Interface.

 

5.3.3.  Notice of refusal to execute a Payment Transaction

 

In the event that SWAN is unable, for any reason whatsoever, to execute a Payment Transaction, it will

inform the End Customer by any means, including on the Swan Interface, no later than one (1) Business Day following receipt of the payment Order by SWAN.

 

5.4.  Access to the Swan Interface

 

Access to the Swan Interface is reserved for the End Customer and any Authorised User. The End

Customer guarantees compliance by the Authorised User with the rules relating to the use of the Swan Interface.

 

The Personal Strong Authentication Device is secret and strictly confidential. The End Customer undertakes to take the necessary measures to avoid its disclosure and compromise. The provision of the Security Code to the End Customer or Authorised User completes this Personal Strong Authentication

Device.

 

SWAN shall not be liable for the consequences of the disclosure by the End Customer, the loss, theft or fraudulent use by a third party of the Personal Strong Authentication Device.

 

The End Customer communicates to SWAN the identity of the Authorised User(s), the mobile phone number for the initialization of the Personal Strong Authentication Device and the access rights and restrictions by Authorised User.

 

The End Customer may decide at any time to designate other Authorised Users or to remove an Authorised User’s access to the Swan Interface, giving Swan two (2) Business Days’ notice.

 

5.4.1.  Swan Interface data

 

The data accessible on the Swan Interface is given to the End Customer for information purposes only.

 

5.4.2.  Availability of the Swan Interface

 

SWAN implements reasonable means to provide access to the Swan Interface 7 days a week.

 

However, SWAN may interrupt access to all or part of the Swan Interface for security, technical and/or maintenance reasons. For the same reasons, SWAN may modify or discontinue the Services provided at any time.

 

SWAN reserves the right to take any appropriate action to stop any unlawful conduct or conduct contrary to the agreed use of the Swan Account.

 

In particular, Swan reserves the right, at its discretion and without prior notice, to suspend, remove and/or block any access of an End Customer to the Swan interface, including but not limited to: (i) in the event of a suspected malicious or fraudulent attempt to access or authenticate to the Swan Interface, threatening the

 

confidentiality of any information and data relating to the End Customer or Authorised User, (ii) as well as in the event of loss, theft, disclosure or any other Personalised Security Data.

 

6.    Partners

The offer proposed by SWAN is likely to have been presented to the End Customer through the Partner. The Partner is likely to collect the elements and supporting documents from the End Customer necessary to open the Swan Account, as defined in Article 4. Subject to the agreement of the End Customer, the

Partner sends these elements and supporting documents to SWAN in order to allow it to open a Swan Account.

 

It is specified that only SWAN verifies the fulfilment of the conditions of access to the Services and retains sole responsibility for the decision of access to its Services by the End Customer.

 

The End Client agrees that Swan may delegate certain tasks to the Partner, such as the display of the Swan Account or the preparation of Payment Transactions related to the account.

 

Payment Orders and Transactions may, where applicable, be prepared, accepted or refused by the Partner.

 

In the event of a Payment Transaction dispute, the End Customer will contact the Partner, where applicable.

 

7.    Unauthorised overdrafts

Without prejudice to the Payment Transactions being executed, the End Customer’s Swan Account may not be overdrawn.

 

If, as a result of a deliberate action by the End Customer, the Swan Account shows a debit balance that has not been settled within two days, Swan reserves the right to charge the End Customer an intervention fee for managing this overdraft. These fees are mentioned in the appendix to these Terms of Use.

 

8.    Stop requests

The End Customer shall immediately inform SWAN, as soon as it becomes aware (or should become aware) of the loss, theft, disclosure or misappropriation of their Security Code or any other Personalised

Security Data, and more generally of any unauthorised access or attempt to access the Swan Interface, for the purpose of blocking the Swan Account or the Card, indicating the reasons why it is requesting this block.

 

This stop or block request must be sent to the following address: support@swan.io

The request for opposition (or blocking) is immediately taken into account and a blocking reference is communicated.

 

In case of theft or fraudulent use of the Swan Account or misappropriation of the data linked to its use, SWAN reserves the right to request the End Customer to produce a receipt or a copy of the complaint.

 

SWAN cannot be held responsible for the consequences of a stop or block request that does not come from the End Customer and/or that does not comply with the provisions of this article. Moreover, a stop request made in bad faith has no effect.

 

In general, SWAN reserves the right to block, at any time, the use of the Swan Account for security reasons, without the exercise of this right giving rise to any compensation. This decision is notified to the End Customer by any means.

 

9.    Liability of the parties

9.1.  Liability of SWAN

 

When the End Customer, acting for non-professional purposes, denies having given their consent to carry out a Payment Transaction by means of their Swan Account, it is up to SWAN to restore the balance of the Swan Account or to provide proof that the Payment Transaction has been duly authenticated,

 

recorded and accounted for and that it was not affected by a technical problem. This proof may be provided by any means, in particular by means of electronic equipment recordings or their reproduction on a computer medium for the use of the Personal Strong Authentication Device.

 

It is the responsibility of any other End Customer, acting for professional purposes, to prove that the Payment Transaction carried out was not duly authenticated, recorded and accounted for.

 

Furthermore, SWAN cannot be held liable towards the End Customer for any damage resulting directly or indirectly from a case of force majeure as defined by French law.

 

If the End Customer disputes the execution of a Payment Transaction beyond the period provided for in Article 10 “Disputes”, SWAN cannot be held liable.

 

9.2.  Liability of the End Customer

The End Customer is responsible for the payment of all amounts due and owing on their Swan Account and Card at any time.

 

The End Customer, acting for non-professional purposes, assumes the consequences of the use of their Swan Account and their Card as long as they have not made a block request, under the conditions set out

in Article 8 “Block requests”.

 

The End Customer, acting for professional purposes, assumes the consequences of the use of their

Swan Account and their Card as long as they have not made a block request, under the conditions set out in Article 8 “Block requests”. They also assume these consequences after they have made a block request when their Personal Strong Authentication Device has been used.

 

The End Customer must ensure that sufficient funds are available in their Swan Account to cover the total amount of the Payment Transactions. If applicable, they must assume the consequences of the refusal to authorise a Payment Transaction.

 

The End Customer is liable for the financial consequences of keeping their Personal Strong Authentication Device.

 

10.    Disputes

For any complaint relating to Payment or Reimbursement Transactions, the End Customer is invited to contact SWAN’s customer service.

 

Complaints must be sent to Swan as soon as possible. A fee may be charged in the event of an unjustified dispute over a Payment Transaction.

 

10.1.  End Customer acting for non-professional purposes

 

The End Customer, acting for non-professional purposes, who wishes to contest a Payment Transaction not authorised by them or incorrectly executed must contact SWAN by registered letter with acknowledgement of receipt as soon as possible after becoming aware of the anomaly and at the latest within thirteen (13) months after the debit date.

 

10.2.  End Customer acting for professional purposes

 

The End Customer, acting for professional purposes, who wishes to contest a Payment Transaction not authorised by them or incorrectly executed must contact SWAN by registered letter with acknowledgement of receipt as soon as possible after becoming aware of the anomaly and at the latest within eight (8) weeks from the date on which the funds were debited.

 

11.   Reimbursement of unauthorised or incorrectly executed Payment Transactions

By express agreement between the Parties, the End Customer bears all losses caused by unauthorised Payment Transactions resulting from fraudulent conduct on their part, wilful breach or gross negligence in

their obligations. This is particularly the case, but not exclusively, when the End Customer (i) has not taken all reasonable measures to preserve the security of their Personalised Security Data, or (ii) has transmitted

 

to SWAN their block request or challenge of a Payment Transaction after the deadline or (iii) is manifestly in bad faith.

 

11.1. Unauthorised Payment Transaction

 

When the End Customer has lodged a stop request, they are reimbursed the amount of the Payment Transactions they dispute if they occurred after the stop request.

 

However, for Payment Transactions that occurred before the stop request, the End Customer is only reimbursed in the event of loss, theft, fraudulent use or misappropriation of their Swan Account, their Payment Methods or related data.

 

If, after reimbursement by SWAN, it appears that the Payment Transaction was in fact authorised by the

End Customer or due to fraud or gross negligence of the End Customer, SWAN may reverse the amount of the wrongly made reimbursement.

 

When the End Customer is acting for non-business purposes, in the event of loss or theft of the End

Customer’s terminal with use of the Personal Strong Authentication Device, the unauthorised transactions carried out prior to the notification of the stop request are the responsibility of the End Customer, up to a

limit of fifty (50) Euros. SWAN cannot be held liable in the event of fault on the part of the End Customer, such as wilful or grossly negligent breach of their obligations, late submissions of the stop request or bad faith.

 

11.2. Incorrectly executed Payment Transaction

 

Except in the case of suspected fraud, the End Customer, acting for non-professional purposes, is reimbursed, without delay, the amount of the incorrectly executed transaction.

 

With regard to the End Customer acting for professional purposes, the incorrectly executed transaction for which SWAN is liable is returned to the End Customer.

 

12.    Term and termination

These ToU are concluded for an indefinite period.

 

The Cards have a validity period, the expiry date of which is indicated on the Cards. The expiry date of the Cards does not affect the duration of the ToU.

 

The ToU may be terminated at any time by the End Customer or by SWAN, without having to justify it. Termination automatically results in the closure of the Swan Account.

 

The termination takes effect within thirty (30) days, whether it is requested by the End Customer or initiated by SWAN.

 

SWAN is entitled to terminate these ToU without notice in the following cases: Death or incapacity of the End Customer;

Dissolution of the legal entity End Customer;

 

Inaccurate information or refusal to provide information required by the regulations or by these ToU;

 

Non-compliance with any of the obligations set out in these ToU; Abnormal operation of the Swan Account;

Regulatory or legal requirements;

 

Serious misconduct or irretrievably compromised situation of the End Customer.

 

SWAN reserves the right to carry out the necessary measures in order to terminate the Account, and in particular to carry out a SEPA transfer of the credit balance present on the Swan Account at the date of the closure to a bank account opened with an institution of the European Union or of the European Economic Area whose identification has been communicated by the End Customer

 

13.    Tariff conditions

The financial terms and conditions are appended to these ToU.

 

14.    General provisions

14.1.  Modification of the ToU

 

Any legislative or regulatory provisions that would make it necessary to modify all or part of the ToU will be automatically applicable from the date they come into force, without prior notice. The End Customer will be informed.

 

SWAN reserves the right to modify the ToU. The End Customer shall be notified of any proposed changes to the ToU in writing two (2) months before they come into force. The absence of a written objection by the End Customer within two (2) months after this communication constitutes acceptance of the modifications to the ToU. The relationship between the Parties will then be governed by the new version of the ToU as of the effective date indicated.

 

In the event of refusal by the End Customer, this refusal will give rise, without charge or compensation, to the termination of the Agreement and the reimbursement of the balance of the Account.

 

14.2.  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 may also indicate the third parties to whom they authorise communication of their personal information, in particular the Partner, where applicable.

 

The End Customer expressly authorises SWAN to communicate any useful information concerning them, to the extent strictly necessary, to any natural or legal person contributing to the performance of the Services. This includes, for example, SWAN’s external service providers for the performance of certain functions, or other entities of the SWAN group.

 

14.3.  Fight against money laundering and terrorist financing

 

The End Customer acknowledges that SWAN is bound by a duty to identify, update and remain vigilant under the rules on the fight against money laundering and terrorist financing.

 

In this respect, the End Customer undertakes to provide SWAN with all useful information to update the knowledge of the customer and the nature of the business relationship, on the purpose of the Payment Transactions or transactions carried out, on the origin and the destination of funds. SWAN may ask the End Customer to send it, if necessary, any useful supporting document.

 

The End Customer is informed that a Payment Transaction carried out within the framework of these ToU may at any time be subject to the exercise of the right of communication of the national financial intelligence unit.

 

The End Customer will not be able to hold SWAN liable if SWAN has made declarations to the competent authorities in good faith.

 

14.4.  Protection of personal data

 

The conditions under which SWAN processes the End Customer’s Personal Data are described in the Personal Data Protection Policy accessible by following this link: Personal data protection and cookies policy

 

14.5.  Inactivity

 

If the Swan Account held by the End Customer in SWAN’s books has been dormant for twelve (12) months and the End Customer has not contacted SWAN by any means (telephone, mail, etc.) during this same period, the Account will be qualified as inactive.

 

In this case, SWAN will inform them by any means. Inactivity fees may be levied by SWAN in accordance with the tariff conditions.

 

In the absence of any contact by the End Customer with SWAN during the following 9 years, SWAN will deposit the balance of the Account with the Caisse des Dépôts et Consignations after having informed them by any means six (6) months beforehand and according to the procedure set out in Article L312-20 of the French Monetary and Financial Code.

 

Assets deposited with the Caisse des Dépôts et Consignations may be claimed directly from the Caisse des Dépôts et Consignations within a maximum period of thirty (30) years from the last contact of the End Customer with SWAN.

 

14.6.  Derogation for the End Customer acting for professional purposes

 

When the End Customer acts for professional purposes within the meaning of Article L. 133-2 of the French Monetary and Financial Code, the Parties agree to expressly waive the provisions of the following articles: L. 133-1-1, the last two paragraphs of L. 133-7, L. 133-8, L. 133-19, L. 133-20, L. 133-22, L. 133-23, L. 133-

24, L. 133-25, L. 133-25-1, L. 133-25-2 and I and III of Article L. 133-26 and undertake to comply with the provisions of the Agreement.

 

14.7.  Specificities applicable to the End Customer acting for non-professional purposes

The End Customer, a natural person, acting for non-professional purposes, is likely to be a consumer within the meaning of the introductory article of the French Consumer Code.

 

In accordance with Article L. 222-7 of the French Consumer Code, the consumer End Customer has a right of withdrawal that can be exercised within a period of fourteen (14) days, starting from the conclusion of these ToU.

 

The ToU may, however, commence before the end of the withdrawal period with the express consent of the End Customer. The consumer End Customer acknowledges, in this respect, that any commencement of use of the Services shall constitute an express request on their part to commence performance of the

Agreement before the expiry of the aforementioned period.

 

The exercise of the right of withdrawal results in the termination of these ToU which, in the event of commencement of execution, takes the form of a cancellation and does not call into question the services previously performed. In this case, the consumer End Customer will only be liable for the proportional payment of the Services actually provided.

 

The consumer End Customer must notify their withdrawal request to the SWAN customer service under the conditions of Article 14.8. For this purpose, they can use the withdrawal form made available to them.

 

14.8.  Customer Service and complaint handling

The End Customer can obtain all information relating to the execution of the ToU or file a complaint by contacting the SWAN customer service at the following address: support@swan.io.

 

If they consider that their complaint has not been successful, the End Customer may refer the matter, free of charge and in writing, to the French Association of Payment and Electronic Money Institutions, at the following address: AFEPAME Mediator, 36 rue Taitbout, 75009 Paris.

 

The mediator is responsible for recommending solutions to disputes within a period of two months of the referral.

 

The End Customer and SWAN retain the right to refer the matter to the competent court in the absence of prior recourse to the mediator or following a mediation procedure.

 

14.9.  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 of the Paris Court of Appeal.

 

Annex 1: Terms for Swan (Card & Account)

APPENDIX 1: Swan Account financial conditions

 

Funding an account by credit card: 0.7% of the amount deposited + €0.12 incl. VAT Cash withdrawals at ATMs in France and the SEPA area: €1, incl. VAT

Cash withdrawals at ATMs outside the SEPA area: 2% of the amount withdrawn

 

Payment for goods and services in shops or remotely outside the SEPA area: 2% of the amount paid Call to “Customer Service”: cost of a local call, depending on the operator

Improper use of the account (attempting or performing acts in violation of the law and/or this Account Agreement): €180, incl. VAT

 

Processing of judicial or administrative seizures, notice to third party holders: An amount equal to 10% of the amount of the seizure, up to a maximum of €20 incl. VAT per file

 

Fee for direct debit rejections due to an insufficient balance: €10 incl. VAT per rejected direct debit, up to the amount of the rejected direct debit

 

Drafting a circulation letter for a legal entity holder: €54, incl. VAT

 

Intervention fee for managing unauthorised overdrafts: €8 incl. VAT per transaction, up to a maximum of €80 incl. VAT per month.

 

For accounts with a credit balance of more than €100,000, negative interest will be charged on the basis of the deposit facility rate defined by the European Central Bank and available at https://www.ecb.europa.eu/stats/policy_and_exchange_rates/key_ecb_interest_rates/html/index.fr.html. This rate is currently -0.5%. The fee charged will be equal to the above-mentioned rate multiplied by the fraction of the account balance exceeding €100,000. Negative interest charges are calculated on

a daily basis and added up at the end of the month. If the deposit facility rate is higher than 0, no fee will be charged by Swan for this.

 

On the date of signature of this Agreement, the SEPA area includes: all European Union countries, the United Kingdom, Iceland, Liechtenstein, Norway and Switzerland.

 

Annex 1: Terms for Swan (Card & Account)

APPENDIX 2: Capital deposit – Terms of service

Article 1 – Preamble

 

These Terms of Service concerning the capital deposit are only applicable when this offer is made to the End Customer by the Partner. The capital deposit offer can only be made to the End Customer if it is a company in the process of formation domiciled in France.

 

The Terms of Service for the share capital deposit are concluded between

 

SWAN, a simplified joint-stock company (société par actions simplifiée) with a capital of €22,840.20, having its registered office at 95 avenue du président Wilson, 93100, Montreuil – RCS 853 827 103.

SWAN is an electronic money institution authorised to provide payment services, approved under number (CIB) 17328 by the French Prudential Supervisory Authority (Autorité de contrôle prudentiel et de résolution (ACPR)), 4, place de Budapest CS92459 – 75436 Paris Cedex 09 and subject to the supervision of this authority.

 

Hereinafter “SWAN” or the “Institution”, on the one hand, And

The End Customer, a company in the process of formation, represented by its legal representative, Hereinafter referred to as the “End Customer”, on the other hand.

Together referred to as the “Parties”.

 

The End Customer accepts without reservation the terms and conditions of service brought to its attention when it subscribes to the Services.

 

The End Customer may request a copy of these terms of service from SWAN at any time.

 

Article 2 – Description of the capital deposit Services

 

SWAN assists the End Customer in its procedures for depositing share capital. This procedure consists in

inviting subscribers to the share capital of the company being formed to pay into a dedicated Swan Account the amount of the shares subscribed by each of the company’s partners (the “contributions”).

 

When all the partners have paid the amount of their contribution (the “payment of the shares”) in full and have provided all the documents required by SWAN, the funds resulting from the payment of the shares are transferred to the account of the Swan’s notary partner opened in the books of the Caisse des dépôts et consignations. This transfer is carried out by Swan as agent of the company being formed.

 

The Notary partner will then issue a certificate of capital deposit which Swan will transmit to the End

Customer. This certificate will be necessary for the End Customer to continue with the registration of the company.

 

With the certificate of capital deposit, it is up to the End Customer to take the necessary steps at the registry of the competent commercial court to register the company being formed.

 

Once the company has been registered, it is up to the End Customer to send Swan the relevant supporting documents, in particular the extract of the certification of incorporation (Kbis). Swan will forward the documents to the Notary and request him to transfer the amount of the paid-up share capital to a Swan account opened in the name of the End Customer.

 

The End Customer then has access to their Swan Account and can carry out the operations provided for in the Terms of Use to which these Terms of Service are attached.

 

Swan reserves the right not to provide these Services to the End Customer in the event of suspected fraud or other illegal activity.

 

Article 3 – Transmission of documents by the End Customer

 

In order to obtain the certificate of capital deposit, it is up to the End Customer to provide a certain amount of information and documents on the company being formed and on the shareholders. This may include the following documents:

 

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.