RED TOWN LUXURY EVENTS SARL TERMS AND CONDITIONS

These Terms and Conditions apply to all services ordered from or provided to the Clients by Red Town Luxury Events SARL and by requesting services from Red Town Luxury Events SARL, the Clients agree that these Terms and Conditions shall apply to those services and the Clients order.

These terms and conditions should be read carefully by the Client (as defined below) as they provide the legal framework against which the Company (as defined below) agrees to provide Services (as defined below) to the Client and to which the Client agrees to be bound.

 

  1. Definitions and Interpretation

1.1 In these terms and conditions (the “Terms and Conditions”) the following words and phrases shall have the following respective meanings unless the context requires otherwise:

1.1.1 « Affiliate » means, with respect to any person or entity, any person and/or entity controlling, controlled by or under common control, directly or indirectly, with such first person or entity;

1.1.2 “Agreed User” means a specified individual within a Client’s family or personal staff notified by the Client to the Company in writing as having such Client’s express authority to instruct the Company to provide Services on the Client’s behalf;

1.1.3 “Company” means Red Town Luxury Events SARL, a company registered and incorporated under the laws of Morocco (RC: 79455) whose registered office is in Place du 16 Novembre, Marrakech Plaza, Marrakech

1.1.4 “Goods” means any goods purchased by or supplied to the Company on behalf of a Client and subsequently provided to the Client under the Terms and Conditions which goods shall be deemed to have been purchased by the Company as agent for the Client;

1.1.5 “Client” will be the same in this terms: it means the individual, partnership, corporation, trust or other entity that has been accepted and approved as a Client or Member by the Company;

1.1.6 “Membership Fee” means the annual fee charged by the Company to a Client for his Membership as being a Member;

1.1.7 “Payment Card” means credit card or debit card;

1.1.8 “Service Fee” means the Rate charged by the Company to the Client for the provision of its Services pursuant to the terms of clause 4 herein;

1.1.9 “Services” means any services provided by the Company to the Client or sourced by the Company from a Supplier for the Client and subsequently provided to a Client under the Terms and Conditions including the purchase of Goods on behalf of the Client;

1.1.10 “Supplier” means any third party/event supplier with whom the Company liaises in sourcing certain Services while acting as agent on behalf of the Client.

1.2 In these Terms and Conditions:

1.2.1 Words denoting the singular shall include the plural and vice versa;

1.2.2 Words denoting one gender shall include all genders;

1.2.3 Any reference to a statutory provision shall include any amendment, replacement or re‐enactment thereof; and

1.2.4 The headings of clauses are intended for convenience only and shall not affect the interpretation of the Terms and Conditions.

 

  1. Membership

2.1 The Company has absolute discretion to accept or reject any candidate for Membership or client for any reason or no reason whatever the Company will notify a Client in the event the Client’s candidacy for Membership has been accepted. Where candidacy for Membership has been rejected, the Company is under no obligation to disclose its reasons for rejecting such candidate.

2.2 The Company shall not be deemed to have accepted the Membership of a candidate until full payment of the Membership Fee has been received in cleared funds from the Client in accordance with clause 3 hereto.

2.3 Following receipt of the Membership Fee, Membership shall commence on such date as notified to the Client by the Company (the “Effective Date”).

2.4 Acceptance by the Company of an application for Membership constitutes a binding contractual agreement between the Company and the Client upon these Terms and Conditions commencing from the Effective Date.

2.5 Membership is personal to the Client and cannot be transferred or assigned to any third party; provided, however, that the identity of Agreed Users maybe changed upon written notice to the Company. The Company may transfer or assign its rights and delegate its obligations under these Terms and Conditions at any time, subject to giving the Client fourteen (14) days’ prior written notice of such intention to transfer, assign or delegate.

2.6 In the case of the death of a Client, the Client’s personal representatives should notify the Company of the Client’s death. The Company will then inform the personal representatives of any necessary documentation it requires in order to arrange for a refund of the unused balance of the Membership Fee together with any unused monies held in the Client’s Client Fund Account to the Client’s personal representatives. Such a refund will be calculated on a time apportionment basis in respect of the unused period of Membership.

 

  1. Membership Fees and Renewals

3.1 Membership is conditional on payment in advance and in full of the Membership Fee, or (where agreed in advance in writing with the Company) on payment in full of a quarterly instalment of the Membership Fee.

3.2 The Membership Fee (or instalment) shall be paid in full in advance and on each one (1) year anniversary of the Effective Date (or, in the case of instalments, on each three (3) month, six (6) month and nine (9) month anniversary of the Effective Date) using a Payment Card, bank transfer or cheque, as communicated to the Company in writing in advance by the Client.

3.3 Except where the Company gives its prior written consent, it will not accept payment of the Membership Fee or the Service Fee by any method other than those stated in clause 3.2.

3.4 Where the Client has chosen to pay by Payment Card and the Company fails to receive such payment for any reason (including by virtue of the credit limit of the Payment Card having been exceeded or the Payment Card having been cancelled), the Company shall be entitled to terminate the Client’s Service or the Member’s Membership pursuant to clause 7.1 without prejudice to its other rights in respect of such non-payments.

3.5 Membership will automatically renew on each one (1) year anniversary of the Effective Date (the “Renewal Date”) unless otherwise cancelled or terminated by the Client or the Company in accordance with these Terms and Conditions. The Client authorizes the Company to deduct renewal Membership Fees by using the Payment Card and/or with any unused amount standing to the credit of the Client’s Client Fund Account (as defined in clause 6.1) up to thirty (30) days prior to, or at any time after each, applicable Renewal Date. If the Membership Fee (or any quarterly instalment) remains unpaid after the due date for payment, all monies owing to the Company under these Terms and Conditions will become due and payable immediately. Such monies will include any unpaid balance of (i) the Service Fee; or (ii) the Membership Fee in respect of the Client’s current year of Membership.

3.6 The Company may add up to a three percent (3%) handling fee in respect of payments of the Membership Fee or Service Fee made by credit card. Where a Client makes payment of the Membership Fee or Service Fee by debit card.

3.7 Upon the first Renewal Date and at any time thereafter, the Membership Fee may be increased by the Company from time to time. The Company shall give the Client not less than thirty (30) days’ written notice (the “Notice”) prior to any such increases. Upon receipt of a Notice, the Client may cancel such Client’s Membership by serving written notice of cancellation to the Company within fourteen (14) days of the date of such Notice.

Such cancellation shall be effective no sooner than one (1) month immediately following the date of the planned increase; provided, however, that in the event the Client provides such cancellation notice, the Membership Fee shall not be increased during such final one (1) month of the Client’s Membership. The Company will reimburse the Client in respect of the unexpired portion of the Membership Fee calculated on a pro rata basis along with any unused amount standing to the credit of the Client’s Client Fund Account. Such reimbursement will be arranged by the Company within thirty (30) days following the effective date of cancellation of the Client’s Membership.

3.8 The Membership Fee shall be payable by a Client irrespective of the Client’s level of use of the Services or any changes in the Client’s personal circumstances, such as moving to another city or country.

3.9 The Client shall pay the Membership Fee (or quarterly instalment) in full without any discount, deduction, set‐off or abatement whatsoever. If the Client fails to make payment within thirty (30) days following the applicable due date then, without limiting any other right or remedy available to the Company, the Company may:

3.9.1 freeze the Client’s Membership and withdraw the continuation of Services to the Client;

3.9.2 Cancel the Membership pursuant to clause 7.1.2; and/or

3.9.3 Charge the Client interest on all overdue payments from the due date until payment is received in full (and both after as well as before judgment) at the annual rate of three (3) percentage points above the base lending rate of Lloyds TSB from time to time (such interest accruing daily).

 

  1. Service Fees

4.1 The Service Fee shall be paid in full or by instalments in advance using a Payment Card, bank transfer or cheque, as communicated to the Company in writing in advance by the Client.

4.2 Except where the Company gives its prior written consent, it will not accept payment of the Service Fee by any method other than those stated in clause 4.1.

4.3 Where the Client has chosen to pay by Payment Card and the Company fails to receive such payment for any reason (including by virtue of the credit limit of the Payment Card having been exceeded or the Payment Card having been cancelled), the Company shall be entitled to terminate the Client’s Service pursuant to clause 7.1 without prejudice to its other rights in respect of such non-payments.

 

  1. Services

5.1 The Company will provide the Services to the Client on condition that all requests are for lawful personal services and events, as determined in the sole and absolute discretion of the Company.

5.2 The Company is entitled to act on instructions received from an Agreed User as if they were instructions received directly from the Client.

5.3 The terms and conditions governing the provision of certain services, for example, party or event organisation, property searching or sourcing of staff Clients for Clients, may be supplemented by additional agreements which will be sent to Clients upon requesting such services. The provision of such services will not commence until the Company receives such agreement duly signed by the Client.

5.4 Acting in its sole and absolute discretion, the Company reserves the right, without liability hereunder, at any time and from time to time to:

5.4.1 Refuse to provide any Service requested; and/or

5.4.2 Withdraw the continuation of any Service; provided that the Company informs the Client of any refusal or withdrawal as soon as reasonably practicable.

5.5 Except where Services are to be provided by the Company, the Company may subcontract with Suppliers in procuring the Services to be provided to the Clients. The Company will communicate with Suppliers on a Client’s behalf unless it considers that it is more appropriate under the circumstances for the Client to contact the Supplier directly, in which case the Company will advise the Client accordingly.

5.6 Suppliers may impose their own terms and conditions in providing the Services and Clients are required to comply with such terms and conditions. Unless otherwise agreed by the applicable Supplier, a Client shall be financially liable and shall not be entitled to cancel any Service requested where, on a Client’s instructions, performance has already begun.

5.7 Where the Company receives instructions from a Client to obtain tickets to a sold‐out event (“the Event”), the Company will liaise with Suppliers to source and purchase such tickets. Clients acknowledge and agree that such tickets may be purchased at a premium to their face value.

5.8 Where tickets to an Event have been purchased pursuant to Clause 5.7 and the Event is subsequently cancelled for any reason, the Company will work with the Supplier and/or the original vendor, as applicable, to seek a refund of the face value of the ticket(s). Reimbursement to the Client will be limited by and subject to the terms and conditions of such Supplier and/or the original vendor, as applicable, and the Client will be reimbursed for the ticket purchase only to the extent and in the amount that the Supplier and/or the original vendor, as applicable, actually provides a refund of the ticket price. For the avoidance of doubt, in no event will the Company provide a refund of the ticket price (or any premium) where the Supplier and/or the original vendor do not actually provide a refund of such ticket price.

5.9 Where a Client decides to cancel tickets/reservation arranged on the Client’s behalf by the Company, the Company will not arrange refunds of: (1) the price paid for the tickets and any booking fee; or (2) the cost of any ancillary expenses involved in purchasing the tickets/reservation or cancellation policies.

5.10 Where the Company, as principal, supplies products which are made to a Client’s personal specification or are perishable in nature, such products will not be returnable by Clients under any circumstances.

5.11 Where a Client requests the Company to purchase Goods on his behalf, the Client agrees that such Goods will be purchased by the Company as agent for the Client and accordingly any contract of purchase will be entered into between the Client and the relevant Supplier.

5.12 Where a Client requests the Company to make Supplier recommendations, the Company shall provide independent and unbiased advice to the Client in relation to those Suppliers. The Company may receive commissions or referral fees from Suppliers as a result of a Client’s decision to use that Supplier and the Client agrees that the Company may retain such commissions and referral fees.

5.13 Where a Client requests that the Company purchase Goods on the Client’s behalf, the Client agrees that the Company may charge mark‐up fees, handling charges and any other reasonable fees incurred in the purchasing of such Goods to the Client (for example, when the Company has a trade account with a supplier or has sourced a ‘sold out’ item). Such fees will be notified to Clients at the time the request is made to the Company.

 

  1. Payments to Suppliers

6.1 The Company offers an expenses account (the “Client Fund Account”) to each Client at no extra charge, whereby the Client’s funds are held in a separate designated account. From time to time, the Company may request that Clients make a deposit (“the Deposit”) to the Client Fund Account on specified dates. Where a Deposit is not made as requested, the Company may decline to provide any further Services to the Client until such Client has made the required Deposit to the Client Fund Account. All monies held in the Client Fund Account shall not earn interest.

6.2 If the Client fails to make the required Deposit on the specified date as requested by the Company then, in addition to the remedy set forth in clause 6.1 and without limiting any other right or remedy available to the Company, the Company may:

6.2.1 Suspend the provision of any Services to the Client (where payment for such Services would otherwise be made from the Client’s Client Fund Account) until the required Deposits are made; or

6.2.2 Cancel the client service or the Client’s Membership pursuant to clause 7.1.2.

6.3 A Client may at any time request that the balance of any monies contained in the Client Fund Account be distributed by the Company to the Client. Such a request must be in writing and signed by the Client. The Company will release the balance of any monies in the Client Fund Account, without interest, to the Client within thirty (30) days of receiving the written request provided that all amounts due and owing to the Company from the Client have been paid in full.

6.4 The Company may use the monies contained in the relevant Client’s Client Fund Account in order:

6.4.1 To make payments to a Supplier on the Client’s behalf;

6.4.2 Upon prior request from the Client to pay an Invoice; and/or

6.4.3 Upon termination or cancellation of this Agreement, or upon monetary default by the Client, use all or a portion to pay any and all amounts due and owing to the Company by the Client.

6.5 A complete breakdown of all transactions into and out of the Client’s Client Fund Account will be provided in the statement of account which will be sent to Clients each month.

6.6 The Company may provide the Client’s Payment Card to the Supplier for the purpose of making payments to a Supplier on the Client’s behalf on condition that a Client has requested and authorised the Company to do so. In such circumstances, Clients acknowledge, warrant and agree that:

6.6.1 The Company shall have no liability in respect of or be responsible in any way for any unauthorised use of a Client’s Payment Card by such Supplier;

6.6.2 The Payment Card used will be that of the Client; and

6.6.3 The Payment Card will be sufficient to cover in full the cost of the Goods or Services supplied by the Supplier.

6.7 From time to time, a Client may instruct the Company to make a reservation on his behalf, restaurant or club or similar reservation for example. Where such reservation is subsequently cancelled by the Client, the Client authorises the Company to charge to his Payment Card the amount of any deposit forfeited by the Company as a result of such cancellation.

6.8 The Client accepts that the balance of any monies held within the Client’s Client Fund Account may be at risk in the event of the collapse of the bank at which they may be held and the Company accepts no liability for the loss of the Client’s Deposits in such circumstances.

 

  1. Cancellations, refunds, returns or Suspension of Membership Cancellation by the Company

7.1 The Company reserves the right, in its sole and absolute discretion, to cancel the Membership of the Client, at any time with immediate effect in the following circumstances:

7.1.1 Where a Client commits a material or repeated breach of these Terms and Conditions, other than non-payment, and the breach, if capable of remedy, is not remedied within seven (7) days of receipt of a written default notice;

7.1.2 If any part of the Membership Fee or Service Fee remains unpaid thirty (30) days after its due date for payment, or Deposit to the Client Fund Account is not made by the Client as requested by the Company pursuant to clause 6.1; or

7.1.3 If a Client provides the Company with details which the Client knows to be false when applying for Membership or fails or omits to disclose material information and the false declaration or material omission would have reasonably affected the Company’s decision to grant Membership. Where such cancellation of Membership occurs, the Company cannot guarantee a former Client will be successfully re-admitted as a Client at any time following cancellation. If the Company terminates for any of the reasons in this clause, it reserves the right to retain a portion of the money paid under these Terms and Conditions to cover any reasonable costs incurred, including lawyers’ fees and/or other legal expenses.

7.2 In addition to the termination rights set forth in clause 7.1, the Company may cancel Membership of the Client for any other reason whatsoever, upon thirty (30) days prior written notice of cancellation to the Client. Where the Company cancel Membership pursuant to this clause, it shall refund the balance of the Membership Fee on a time apportionment basis in respect of the unused period of Membership, together with any unused monies held in the Client Fund Account, provided that all amounts due and owing to the Company by the Client have been paid in full.

7.3 A Client shall not be entitled to cancel Membership during the initial twelve (12) month period except where cancellation is sought by the Client in writing to the Company within fourteen (14) days of the Effective Date. In such circumstances, the Client will receive a full refund of the Membership Fee. Where the Client requests Services within fourteen (14) days of the Effective Date, the Client’s right to cancel in accordance with this clause will end from the date performance of the Services begins.

 

  1. Liability

8.1 The Company warrants that it will, at all times, exercise reasonable care and skill in providing the Services and, as far as reasonably practicable, such provision will

be in accordance with the Client’s written requests and instructions.

8.2 Where the Company engages a Supplier to procure Services for a Client, it will use reasonable care and skill in selecting and engaging the Supplier. Except as otherwise provided in clause 8.1, the Company does not provide any recommendations or representations or offer any warranties (express or implied), including, but not limited as to, the quality, merchantability or fitness for a particular purpose or otherwise of the Goods or the standard of Services supplied.

8.3 Clients should note that the successful sourcing of Suppliers is always subject to availability and may change from time to time without notice. If any Supplier becomes unavailable, the Company will use reasonable efforts to locate a substitute Supplier.

The Company shall not be responsible for any actions of its Suppliers.

8.4 Clients must solely rely on their own judgment and discretion in selecting and using the Services offered by any such Supplier and in entering into any contracts with Such Supplier. Any Goods or Services provided by the Supplier will be governed by the contract formed between the Client and the Supplier. The Company will not be responsible for any Goods or Services provided by the Supplier but will cooperate with Clients in any subsequent dealings with Suppliers.

8.5 Any contracts which Clients enter into with Suppliers, either directly or through the Company as agent are independent of and not connected to or subject to these Terms and Conditions. The Company disclaims any and all liability for any act or omission of any Supplier or any loss incurred by a Client as a result of any act or omission of a Supplier.

8.6 On occasions, the Company may be asked to make recommendations to Clients. However, the Company makes no warranties or representations (express or implied) as to such recommendations and specifically, without limiting the foregoing, does not warrant that such recommendations are or will be accurate or that they will be to the Client’s satisfaction. Clients must make and rely on their own enquiries in relation to such recommendations. The Company accepts no liability for any Goods or Services provided to a Client in the course of acting upon such a recommendation and the Client hereby waives any claim or right to assert a claim against the Company with respect thereto.

8.7 To the fullest extent permitted by applicable law, the Client shall defend, indemnify and hold harmless the Company and its Affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind including reasonable legal fees and the cost of enforcing this indemnity (“Claims”) arising out of or resulting from: (a) bodily injury; (b) death of any person; (c) any claim of any kind (actual or threatened) by an Employee (as defined in clause 10.1 below) which arises directly or indirectly as a result of any actions or inactions by any Client or Agreed User and/or as a result of the Company following any instructions or requests by any Client or Agreed User, or (d) damage to real or tangible, personal property, in each case to the extent such Claims arise out of or relate to this Agreement, the Services, the Client, an Agreed User and/or the Client’s or any Agreed User’s property.

8.8 Subject to clause 8.7, the Company will not have any liability to the Client for any claim to the extent that such claim arises out of, is in connection with the Company’s Services, or can be characterized as a claim for (or arising from):

8.8.1 Loss of revenue or profits;

8.8.2 Loss of business opportunity or loss of contracts;

8.8.3 Loss of goodwill or injury to reputation;

8.8.4 Indirect, incidental, consequential, exemplary or special loss or damage; or

8.8.5 Anticipated savings.

8.9 The Company shall not be liable to the Client and will not be deemed to be in breach of these Terms and Conditions for any delay in performing, or failure to perform, the Services where such delay or failure is due to causes or events beyond the Company’s reasonable control.

8.10 The Client shall provide reasonable assistance to the Company, its Affiliates and their legal advisers with regard to any past, present or future legal or regulatory matters which arise out of relate to this Agreement or the Services, and/or in respect of which the Client or its officers, directors, partners, employees or any Agreed User has knowledge, including but not limited to (a) responding fully and promptly to all requests made by the Company, its Affiliates and/or its legal advisers at any time for information, documentation, witness evidence (oral and/or written) and/or other evidence required in connection with the defence or pursuit of legal or regulatory action brought by or against any third party and (b) informing the Company voluntarily and completely of all facts that constitute, or might constitute, material breaches by any person of any of the Company’s ethical standards or legal obligations as soon as reasonably practicable after such facts come to the Client’s attention.

 

  1. Confidentiality

9.1 The Company warrants that it will keep secret any confidential information that the Company possesses concerning the Client (the “Confidential Information”) using a degree of care equal to the degree of care that the Company uses in connection with the treatment of its own confidential information, but in no event less than reasonable care. The Company will not, during the term of this Agreement or for any time after the termination or expiration of this Agreement copy, publish, use or disclose a Client’s Confidential Information except that such Confidential Information may be disclosed (i) to employees or Suppliers on a need to know basis and as may be reasonably required in connection with the performance of the Company’s obligations under this Agreement; or (ii) in connection with the defence of any action; or (iii) as authorised by the Client or by this Agreement. If the Company is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information of the Client, the Company will reasonably cooperate with the Client and provide the Client with notice of such request(s) as soon as reasonably possible so that the Client may (at its expense) seek an appropriate protective order.

9.2. The term “Confidential Information” shall not include information that (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of these Terms and Conditions by the Company, (ii) at the time of disclosure is, or thereafter becomes, available to the Company on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Company by any contractual obligation, (iii) was known by or in the possession of the Company prior to being disclosed by or on behalf of the Client, or (iv) was or is independently developed by the Company without reference to or use of any of the Client’s Confidential Information.

 

  1. Employment and Solicitation

10.1 For the purposes of this clause 10, an “Employee” means any employee of the Company or its Affiliates or any person whose services are supplied to the Company

or its Affiliates (whether directly or through some other entity). The provisions of this clause 10 shall apply where the Client directly or indirectly employs or engages, offers to employ or engage, or solicitor entices Employees away from the Company or any of its Affiliates.

10.2 The Client shall promptly notify the Company in writing (and in any event prior to having any discussions with any Employee) in the event that it wishes to employ or engage, or to solicit or offer to employ or engage, any Employee. The Client shall not employ or engage, or solicit or offer to employ or engage, any Employee without the prior written consent of the Company, to be given or with held by the Company in its sole discretion. If the Client employs or engages, or solicits or offers to employ or engage, any Employee who provided Services to such Client within the period of twelve (12) months prior to the earlier of the commencement of such employment or engagement, or the date of such solicitation or offer, the Company, in its sole discretion, shall be entitled to:

10.2.1 Charge a fee representing fifty percent (50%) of the Employee’s annual basic salary or fee including for these purposes any guaranteed bonus (in each case, as in effect at the later of the date of such solicitation or offer or the date of termination of the Employee’s employment or engagement with the Company or its Affiliates) plus VAT; and/or

10.2.2 Cancel the Client’s Membership with immediate effect upon written notice to the Client and the Client will not be entitled to a reimbursement of the unexpired portion of the Membership Fee; provided, however, the Company will reimburse any unused amount on Deposit in the Client’s Client Fund Account within thirty (30) days of the effective date of such cancellation.

10.3 The obligations in this clause 10 shall survive any termination of Membership.

 

  1. Data Protection

11.1 The Company may periodically produce a newsletter or other publication which may be posted at the Company’s discretion. If the Client does not wish to receive such publications by post, the Client should instruct the Company accordingly in writing.

11.2 To ensure that Clients maximise their Membership benefits, the Company may send Clients information by post or email detailing forthcoming events and such other benefits, offers, products or services which they may be entitled to or interested in as a Client. If the Client does not wish to receive such information, the Client should instruct the Company accordingly in writing.

11.3 By submitting their data to the Company, the Client consent to the Company the use of the information collected in the following ways:

11.3.1Transactional Purposes: The Company may use the Client data in order to respond to their queries and requests, to personalise the Company services and to manage transactions such as credit card payments for the service, etc. The Company will need to use such data in order to carry out its obligations arising from any contracts entered into between the Company and the Client.

11.3.2 The Company may disclose the Client’s personal data to suppliers, Affiliates, and other third parties who may assist the Company in providing services to the Client. Such third parties may be engaged in, amongst other things, the processing of the services request, payment details etc. This could mean that the data collected from the Client may be transferred to and stored at a destination outside the European Economic Area (“the EEA”). In submitting the Client’s data and requesting the Company services, the Client is consenting to its data being used in the manner set out herein in countries which may not have data protection laws.

 

  1. General

12.1 The Company may vary the Terms and Conditions from time to time and will notify Clients in writing in advance at least thirty (30) days prior to any variation. Upon receiving a notice of a variation of these Terms and Conditions, a Client may cancel its Membership by serving notice in writing to the Company within fourteen (14) days following the date of such notice.

In such circumstances, the Company will reimburse the Client’s Membership Fee on a pro rata basis as well as any unused amount on Deposit in the Client’s Client Fund Account subject to the terms and conditions of this Agreement, but in any event within thirty (30) days following the effective date of the cancellation of the Client’s Membership. A Client’s continuing request for Services will indicate such Client’s acceptance of the revised Terms and Conditions in any event.

12.2 Where Clients wish to raise any queries, concerns or complaints with the Company, it should write to the Company at Rue Imam Malik, Résidence Alhambra 3émé étage 40000 Marrakech.

12.3 If any court of competent jurisdiction, arbitrator or arbitration panel finds any provision (or part of any provision) of these Terms and Conditions to be unenforceable, the remaining provisions shall be unimpaired and the unenforceable provision or part-provision shall be reformed without further action by the parties and only to the extent necessary to make such provision valid and enforceable and to achieve the like fundamental benefits, effect and economic intent of such provision.

12.4 No person, firm, corporation, partnership, business entity or business organisation, except as specifically provided for herein, shall be deemed a third party beneficiary under this Agreement.

12.5 Except as expressly agreed otherwise by the Client and the Company in writing, the Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all agreements or understandings, whether written or oral, between the parties with respect to such subject matter.

Except as expressly agreed otherwise by the Client and the Company in writing, no other right exists between the parties and none shall be implied from conduct or otherwise.

12.6 Any provision of these Terms and Conditions which, by its nature, would survive termination or expiration of this agreement will survive any such termination or expiration of this agreement, including, but not limited to clauses 8 (Liability), 9 (Confidentiality), 10, 11 (Data Protection) and 12.

12.7 All notices required or permitted under these Terms and Conditions shall be made in writing and, if to the Client, at the address the Client may specifically indicate to the Company in writing that all notices are to be sent; if to the Company, at its principal office or to such other location that the Company may indicate in writing from time to time.

12.8 Except as otherwise provided in Clause 12.1, the Company shall not be bound by any amendment, supplement, cancellation or discharge of the Terms and Conditions except if the same is in writing and signed by an authorised officer of the Company.

12.9 All waivers of any of the Terms and Conditions by the Company or the Client must be in writing. Any delay or failure by the Company or the Client to exercise a right or privilege under the Terms and Conditions, or a partial or single exercise of that right or privilege shall not constitute a waiver of that or any other right or privilege.

 

  1. Business hours

With the exception of the local bank holidays and days on which the Company is closed, the Company’s normal business hours are 9.00 am to 7.00 pm Greenwich Mean Time, Monday to Friday (“Normal Business Hours”). The Company may be available to provide Services to Clients outside these hours. Normal Business Hours may be lengthened or shortened in the absolute discretion of the Company.

 

  1. Governing Law and Jurisdiction

These Terms and 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 the English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.