Black Exclusive Group TERMS AND CONDITIONS OF MEMBERSHIP (“CONDITIONS”)
These Conditions apply to all services ordered from or provided to you by Black Exclusive and by requesting services from Black Exclusive you agree that these conditions shall apply to those services and your order.
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.
Member: a person registered as a member of the Membership Club.
Membership: means membership of the Membership Club.
Website: means the website located at www.blackexclusive.com
Request: means a request placed by a Member with Black Exclusive for Black Exclusive to arrange the supply of goods and/or services on the Member’s behalf.
Services: means the concierge, car rental, car service, sightseeing services, and or accommodation services provided by Black Exclusive to its Members.
Supplier means a supplier engaged by Black Exclusive on behalf of and as agent for a Member to provide goods and/or services to that Member.
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.
SUPPLY OF SERVICES
Black Exclusive shall supply the Services to the Member during the Membership in accordance with the Member’s particular Requests, provided that Black Exclusive 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.
Black Exclusive shall use its reasonable endeavors to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of any Services.
Black Exclusive 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 Black Exclusive shall notify the Member in any such event.
Services will be provided in English (and in other languages depending on the location of the Black Exclusive office during normal business hours).
Outside normal business hours (or as may otherwise be required from time to time), Member queries and/or Requests may be routed to an alternative Black Exclusive office for assistance. At such times, services will be provided in the English language.
You acknowledge that Black Exclusive reserves the right to accept commissions upon the supply of products or performance of services by any Supplier.
Telephone calls to Black Exclusive may be monitored or recorded for training and quality control purposes.
Black Exclusive 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.
PLACING A REQUEST
Members may place Requests by telephone (which does not include text messages), e-mail or through the Members’ section of the Website.
Members should always contact their primary office in the first instance to manage all Requests (including international Requests).
Black Exclusive, acting reasonably, reserves the right to withdraw any of the Services and/or to refuse to accept any Requests at its sole discretion.
If Black Exclusive is unable or not obliged to deal with any Request, it will inform the Member as soon as reasonably practicable.
CANCELLATIONS, REFUNDS AND RETURNS
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 Black Exclusive 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.
If a Request for a specific product or service is not available, Black Exclusive 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.
All descriptions of any products, services or Benefits on the Website have been approved by the relevant Supplier. Black Exclusive shall not be liable for inaccurate or misleading descriptions.
Payment for all products and services shall be due immediately upon acceptance of the order by the relevant Supplier.
The Member further acknowledges that for goods purchased on his or her behalf by Quintessentially 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 Black Exclusive is asked to source a specific item for a Member, Black Exclusive shall inform the Member of the refund and exchange policy of that Supplier in advance. Black Exclusive shall not be liable to the Member where a Supplier does not accept the return or exchange of an item.
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.
We will inform you when we become aware that a Supplier processed a refund on one of the orders.
Where orders are delivered outside the EU, any applicable customs duties and sales taxes shall not be refundable through Black Exclusive. It shall be the Member’s sole responsibility to recover such monies. Black Exclusive shall have no liability for any items held by any customs or border agency.
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.
Suppliers are responsible for providing you with the services, products and Benefits (private jets, restaurants, etc.) you Request us to order on your behalf from time to time. Black Exclusive shall COMMUNICATE WITH SUPPLIERS on your behalf unless it is more appropriate for you to contact the Supplier directly.
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.
You acknowledge that the Benefits are subject to availability and may change from time to time without notice.
If Black Exclusive’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):
Black Exclusive 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 Black Exclusive’s performance of any of its obligations;
Black Exclusive shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from Black Exclusive’s failure or delay to perform any of its obligations as set out in this clause 7.5; and
the Member shall reimburse Black Exclusive on written demand for any costs or losses sustained or incurred by Quintessentially arising directly or indirectly from the Member Default.
LIMITATION OF LIABILITY
Nothing in these Conditions shall limit or exclude Black Exclusive’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).
Subject to clause 8.1:
Black Exclusive 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
Black Exclusive’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.
Your contract for the supply of products or services is made with the relevant Supplier only. Black Exclusive acts as an agent for the Supplier and, unless expressly provided otherwise, all your rights and remedies are against the Supplier.
You acknowledge that any contract entered into by you with any Supplier is an independent contract. Black Exclusive 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 Black Exclusive
Black Exclusive 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.
Black Exclusive 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 Black Exclusive’s obligations in relation to the Services, if the delay or failure was due to any cause beyond Black Exclusive’s reasonable control.
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.
This clause 8 shall survive termination of these Conditions.
COMMENCEMENT AND TERMINATION
These Conditions shall take effect and be binding upon the Member and Black Exclusive Group upon acceptance by Black Exclusive 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 Black Exclusive Group and no other entity.
Privacy and Data Protection
Assignment and subcontracting:
(a) Black Exclusive may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Conditions and may subcontract or delegate in any manner any or all of its obligations under these Conditions to any third party or agent.
(b) The Member shall not, without the prior written consent of Black Exclusive, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.
(a) A waiver of any right under these Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.
(b) If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Variation: Black Exclusive may vary these Conditions from time to time and will notify you of any changes in a timely manner. Notification will be by some or all of the following: Black Exclusive Newsletter, the Website, by Email or by phone. Your continued use of your Membership constitutes acceptance of such variations to these Conditions.
No partnership: Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties: A person who is not a party to these Conditions shall not have any rights under or in connection with it.
Governing law and jurisdiction: These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, California law, and the parties irrevocably submit to the exclusive jurisdiction of California.