These Conditions apply to all services ordered from or provided to you by Divine Italy Srl and by requesting services from Divine Italy Srl you agree that these conditions shall apply to those services and your order.
1.DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following definitions apply: Benefits: means the benefits made available to Members by Suppliers. Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5. Joining Fee: means the Fee payable by the Member to Divine Italy upon acceptance of a Membership application, in accordance with clause 3.1. Member: a person registered as a member of the Membership Club. Membership: means membership of the Membership Club. Membership Card: means the card issued to Members by Divine Italy upon acceptance of a Membership application in accordance with clause 2. Membership Club: means the Divine Italy Lifestyle Membership Club owned by Divine Italy Srl. Membership Fees: means the fees payable in respect of Membership notified to Members upon application for and prior to renewal of Membership. Payment Card: has the meaning given in Clause 3.7. Website: means the website located at www.divineitaly.it Request: means a request placed by a Member with Divine Italy for Divine Italy to arrange the supply of goods and/or services from a third party on the Member’s behalf. Services: means the concierge and lifestyle management services provided by Divine Italy to its Members as part of their Membership. Supplier means a supplier engaged by Divine Italy on behalf of and as agent for a Member to provide goods and/or services to that Member. 1.2 In these Conditions, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes e-mails.
2. MEMBERSHIP APPLICATIONS AND YOUR MEMBERSHIP CARD
3.MEMBERSHIP FEES, UPGRADES, CANCELLATIONS AND RENEWALS
3.1 For the first year of your Membership, Membership Fees and the Joining Fees payable shall be confirmed to you prior to acceptance of your Membership application. The Joining Fee shall be payable in full upon acceptance of your Membership application. Any increase or decrease to the Membership Fees for subsequent years of Membership will be notified to all Members in advance or their Renewal Dates. 3.2 You acknowledge that your payment of the Joining Fee constitutes your express request for us to begin to supply you with the Services. 3.3 Subject to Clauses 3.5, 3.6 and 3.12, Membership Fees are non-refundable. Your Joining Fee covers our costs in setting up your Membership and is non-refundable in all circumstances. 3.4 You have the right to cancel your Membership until the end of 14 days after the day on which we accept your Membership application (“Cancellation Period”) and we would ask that you inform us of your decision in writing. 3.5 If you cancel your Membership within the Cancellation Period, you will be reimbursed for your Membership Fee, less deductions for the Services we have performed up until you informed us of your decision to cancel. 3.6 Divine Italy reserves the absolute right to cancel or suspend your Membership where it has reason to do so. If Divine Italy cancels your Membership, where it is reasonable to do so Divine Italy shall refund the balance of the current annual Membership Fee on a pro rata basis in respect of the unexpired period to which the annual Membership Fee relates. 3.7 Membership Fees are due on acceptance of your Membership application and annually thereafter (the “Renewal Date”), and full payment will be taken by Divine Italy annually in advance by direct debit or payment by a credit or debit card which you have authorised us to deduct such payment from (“Payment Card”) in accordance with the relevant invoice. 3.8 Where you have provided us with details of a Payment Card or have authorised a direct debit mandate, you hereby expressly authorise Divine Italy to deduct collect renewal Membership Fees up to 28 days prior to or on your Renewal Date. Alternatively you will be contacted directly in order to renew your Membership. 3.9 If you do not wish to renew your Membership you must notify us at least 30 days prior to your Renewal Date. 3.10 If you do not notify us in accordance with Clause 3.9, Divine Italy reserves the right to recharge the then current Membership Fee in order to renew the Membership. 3.11 Divine Italy reserve the right to refuse to provide the Services should any payment due under these Conditions not be received. 3.12 If, during the course of your current Membership, you wish to upgrade your Membership to a higher level of Membership or Divine Italy reasonably requests you to upgrade your Membership based on your usage of the Services, the difference in price between the two categories of Membership will be payable on a pro rata basis. If you do not accept Divine Italy ’s request for you to upgrade your Membership then Divine Italy reserves the right to cancel your existing Membership with immediate effect in which case you will be entitled to a pro-rata refund in respect of the period from the date of cancellation until the end of the relevant Membership year for which you have paid Membership Fees. 3.13 Divine Italy may at your request purchase goods or services on your behalf. In the event that we act as a credit agent in this regard, you hereby authorise Divine Italy to deduct the credit sum from your Payment Card immediately.
4.SUPPLY OF SERVICES
4.1 Divine Italy shall supply the Services to the Member during the Membership in accordance with the Member’s particular Requests, provided that Divine Italy shall not be required to provide or facilitate the supply of goods and/or services that it deems at its sole discretion may violate applicable laws, standards and/or regulations or may offend taste and decency in the relevant jurisdiction. 4.2 Divine Italy shall use its reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of any Services. 4.3 Divine Italy shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Divine Italy shall notify the Member in any such event. 4.4 Services will be provided in English. 4.5 You acknowledge that Divine Italy reserves the right to accept commissions upon the supply of products or performance of services by any Supplier. 4.6 Telephone calls to Divine Italy may be monitored or recorded for training and quality control purposes. 4.7 Divine Italy shall provide the Services using reasonable care and skill and, as far as reasonably possible, in accordance with your Requests and reasonable instructions from time to time. 4.8 Restaurants and clubs: (a) When you use the restaurant booking service you hereby authorise us to debit your Payment Card for any deposit paid by us on your behalf to the restaurant which is forfeited as a result of your cancellation of the booking. (b) When you use the restaurant booking service you agree that where you cancel a restaurant booking within 24 hours of the time the restaurant reservation is made you shall not be entitled to any refund of any monies paid to secure the booking including the return of any booking deposit. (c) Divine Italy reserves the right to deny restaurant requests from Members if Members repeatedly fail to honour their bookings or continuously violate cancellation policies. (d) Admission of Members to any club premises is at all times at the sole discretion of the club Supplier and Divine Italy shall have no liability where a Member is refused admission to a club. 4.10 Tickets: (a) Divine Italy may be able to obtain “best tickets” for you in relation to sold out events through one of its ticket agent partners. Please note that by instructing Divine Italy to obtain such tickets on your behalf you are agreeing to purchase tickets above face value and the total cost may include a service charge to Divine Italy in respect of our provision of services to obtain the seats for you. Divine Italy is not the seller of the tickets and is not responsible for fulfilment of your order. (b) All such tickets and ticket agent partners (who shall be the seller in respect of the transaction) shall have their own terms and conditions (which we suggest you should read). Such terms and conditions are likely to include terms which state that sales of tickets are final and no refunds shall be issued after the purchase has been made. Divine Italy shall not be able to provide you with any refund or obtain any such refund on your behalf. (c) In the event of a show being cancelled directly by the artist/promoter, it may be possible to obtain a refund of the face value of the relevant tickets. (d) Divine Italy or its ticket agent partner will despatch your tickets through delivery agents at standard rates. Please note that Divine Italy shall not be liable for any failure by delivery agents to deliver your tickets.
5. PLACING A REQUEST
5.1 Members may place Requests by telephone (which does not include text messages) or e-mail 5.2 Divine Italy, acting reasonably, reserves the right to withdraw any of the Services and/or to refuse to accept any Requests at its sole discretion. 5.3 If Divine Italy is unable or not obliged to deal with any Request, it will inform the Member as soon as reasonably practicable. 5.4 You undertake that all details you provide to us for the purpose of booking, ordering or purchasing products or services are correct, that the debit, credit and/or Payment Card you use from time to time is your own and that you have sufficient funds to cover the cost of the product or service. 5.5 From time to time the procurement or provision of certain services, products or benefits may incur a Divine Italy services fee or handling charge (of which you will be notified in advance, and which may vary between Divine Italy offices) and in such event you hereby authorise Divine Italy to debit your Payment Card with any such handling charges or, alternatively, to invoice you in respect of such fees or charges.
6. CANCELLATIONS, REFUNDS AND RETURNS
6.1 The Member acknowledges that the sales contract for the supply of goods and/or services made as a result of a Request is between the Member and the relevant Supplier and that Divine Italy is not a party to such contract. Cancellation of contracts with Suppliers should be addressed with the Supplier directly and will be subject to the relevant Supplier’s policies. 6.2 If a Request for a specific product or service is not available, Divine Italy may offer you substitute products or services of a similar description and standard. You may at your sole discretion refuse acceptance of such substitute products and/or services and request a full refund in the event that payment has already been made to the Supplier for the unavailable product or service. 6.3 All descriptions of any products, services or Benefits on the Website have been approved by the relevant Supplier. Divine Italy shall not be liable for inaccurate or misleading descriptions. 6.4 Payment for all products and services shall be due immediately upon acceptance of the order by the relevant Supplier. 6.5 The Member further acknowledges that for goods purchased on his or her behalf by Divine Italy directly from a Supplier, returns and exchanges will be subject to the terms and conditions of that Supplier and returns or exchange of goods purchased may not always be permitted. In circumstances where Divine Italy is asked to source a specific item for a Member, Divine Italy shall inform the Member of the refund and exchange policy of that Supplier in advance. Divine Italy shall not be liable to the Member where a Supplier does not accept the return or exchange of an item. 6.6 It shall be the Member’s sole responsibility to retain all proof of return of goods to a Supplier, we recommend returning the goods by registered delivery, or by any other similar means of ascertaining the date of the return dispatch and tracking the return. 6.7 We will inform you when we become aware that a refund of an order has been processed by a Supplier. 6.8 Where orders are delivered outside the EU, any applicable customs duties and sales taxes shall not be refundable through Divine Italy. It shall be the Member’s sole responsibility to recover such monies. Divine Italy shall have no liability for any items held by any customs or border agency. 6.9 In the case of premium courier services, if the Member is not at the specified Delivery address to receive their Order at the scheduled time, the Member may incur further charges for subsequent attempts to re-deliver the goods.
7.1 Suppliers are responsible for providing you with the services, products and Benefits you Request us to order on your behalf from time to time. Divine Italy shall communicate with Suppliers on your behalf unless it is more appropriate for you to contact the Supplier directly. 7.2 Suppliers may impose their own terms and conditions which, in every case apply to the supply of goods and/or services by that Supplier to you, and such terms and conditions shall be binding upon you at the time of order. 7.3 When ordering a product or service or accessing a Benefit, you may be required to provide your Payment Card details. If you request and authorise Divine Italy to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that Divine Italy shall have no liability or be responsible in any way whatsoever in respect of the use of your Payment Card provided that Divine Italy acts in accordance with the instructions issued by you in relation thereof. 7.4 You acknowledge that the Benefits are subject to availability and may change from time to time without notice. 7.5 If Divine Italy ’s performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by the Member or failure by the Member to perform any relevant obligation (Member Default): (a) Divine Italy shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Member remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations to the extent the Member Default prevents or delays Divine Italy ’s performance of any of its obligations; (b) Divine Italy shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from Divine Italy ’s failure or delay to perform any of its obligations as set out in this clause 7.5; and (c) the Member shall reimburse Divine Italy on written demand for any costs or losses sustained or incurred by Divine Italy arising directly or indirectly from the Member Default.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude Divine Italy ’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 8.2 Subject to clause 8.1: (a) Divine Italy shall not be liable to the Member, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods; or, loss of contract, or loss of use or, loss of corruption of data or information whether direct or indirect or, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising under or in connection with their Membership; and (b) Divine Italy ’s total liability to the Member in respect of all other losses arising under or in connection with their Membership, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total value of the Member’s annual Membership Fee. 8.3 Your contract for the supply of products or services is made with the relevant Supplier only. Divine Italy acts as an agent for the Supplier and, unless expressly provided otherwise, all your rights and remedies are against the Supplier. 8.4 You acknowledge that any contract entered into by you with any Supplier is an independent contract. Divine Italy hereby disclaims any and all liability for any act or omission of any Supplier or any loss incurred by you as a result of any act or omission of a Supplier whether or not arranged through the Divine Italy. 8.5 Divine Italy shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from Requests or any instructions supplied by you which are incomplete, incorrect or inaccurate or arising from their late arrival or non-arrival, or any Member Default. 8.6 Divine Italy shall not be liable to you or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of Divine Italy ’s obligations in relation to the Services, if the delay or failure was due to any cause beyond Divine Italy ’s reasonable control. 8.7 Except as expressly set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions. 8.8 This clause 8 shall survive termination of these Conditions.
9. COMMENCEMENT AND TERMINATION
9.1 These Conditions shall take effect and be binding upon the Member and Divine Italy upon acceptance by Divine Italy of your Membership application. These Conditions shall be applicable for the duration of your Membership and shall only cease to have effect upon the expiry or termination of your Membership. You agree that your only rights and remedies under these Conditions shall be against Divine Italy SRL and no other entity.