10th mar 2010 00:40

Terms and conditions

Please read these terms before using this website which is operated by Yup! Limited (company number 03835714), whose principal office is at Hundre House, 100 Union Street, London SE1 0NL ('we' , 'us' or 'our' ).

By using this website and the Y-club service, you signify your acceptance of the terms in return for which we provide you with access to the website and the service. From time to time we may modify these terms. Accordingly, please continue to review the terms whenever accessing or using the website.

These terms are governed by the laws of England and Wales and you submit to the non-exclusive jurisdiction of the English courts.

Background

A. The Y-club services are managed and operated by Yup! Ltd., Providers of Exclusive Entertainment & Concierge Services.

B. All the Y-club’s suppliers are fully audited and researched by Yup! Ltd and accept Yup! Ltd’s. terms and conditions of business

C. The Y-club, owned and operated by Yup! Ltd., the Y-club Member is hereafter referred to as ‘you’ for the purposes of this Agreement

1. Obligations of The Y-club, owned and operated by Yup! Ltd.

1.1. The Y-club, owned and operated by Yup! Ltd. agrees to use all reasonable endeavours to introduce you to suitable service professionals to meet your needs

1.2. The Y-club, owned and operated by Yup! Ltd. agrees to use all reasonable efforts to ensure that when you use the service, you do not pay more than the open market rate or the recommended retail price for any goods or services concerned

2. Suppliers

2.1. Where possible The Y-club, owned and operated by Yup! Ltd. will introduce you to a supplier who is registered with a trade regulator

2.2. The Y-club, owned and operated by Yup! Ltd. will take all reasonable care to ensure that you are introduced to suppliers who are best suited/able to meet your needs.

2.3. The Y-club, owned and operated by Yup! Ltd. will use its best endeavours to ensure that the suppliers are reputable companies offering quality and value to their customers

2.4. The contract for work to be carried out by the supplier is between you and the supplier. The Y-club, owned and operated by Yup! Ltd. is not party to that contract though by these terms it is sometimes obliged to act as conduit for payment of the supplier.

2.5. It is the responsibility of the supplier to communicate its terms and conditions of business, method of work and working rate to you

3. Other suppliers

3.1. In the event that The Y-club, owned and operated by Yup! Ltd. does not have a supplier to carry out your requested job or task, The Y-club, owned and operated by Yup! Ltd. will take reasonable steps to find another supplier to do so. The Y-club, owned and operated by Yup! Ltd. cannot guarantee such a service professional in any way whatsoever.

4. Your Obligations

4.1. You agree:

4.1.1. To use your best endeavours to provide true, accurate, current and complete information when providing details to the Y-club, owned and operated by Yup! Ltd.

4.1.2. To notify the the Y-club, owned and operated by Yup! Ltd. as soon as practicable of any changes to the information provided, when appropriate

4.1.3. Not to impersonate any other person or entity or to use a false name you are not authorised to use

5. Charges and payment

5.1. You shall pay all charges reasonably levied by the Y-club, owned and operated by Yup! Ltd. in accordance with the Y-club’s published rates as previously notified to you and all charges reasonably levied by suppliers as notified to you at the time of booking

5.2. For suppliers so designated, the Y-club, owned and operated by Yup! Ltd. will debit the amount invoiced from your credit card or claim the amount invoiced from your bank account by direct debit. The Y-club, owned and operated by Yup! Ltd. will then arrange for the supplier to be paid on the terms agreed between the Y-club, owned and operated by Yup! Ltd. and the supplier. The Y-club, owned and operated by Yup! Ltd. may earn interest (but not commission) on money prior to it being paid to the supplier. For the protection of members, the Y-club, owned and operated by Yup! Ltd. will hold all money received from members for the payment of suppliers in a designated trust account until it is paid to the supplier

5.3. Membership Fees to the Y-club, owned and operated by Yup! Ltd. are automatically payable on the anniversary week each and every year, unless the Member decides to terminate his / her account in writing prior to the Membership Fee being paid for the coming year.

6. Your obligation when accessing the the Y-club, owned and operated by Yup! Ltd.web site

6.1. In consideration of the Y-club, owned and operated by Yup! Ltd. making the web site and service available to you, you:

6.1.1. Are responsible for procuring the necessary equipment and the payment of telephone charges necessary to access the web site

6.1.2. Accept responsibility for any content you provide on the web site

6.1.3. Agree not to use the web site or the service for any illegal purpose and in accordance with all relevant laws

6.1.4. Agree not to use the web site or the service to transmit or post any chain letters or any material for the purposes of publicity, promotion and/or advertising

6.1.5. Agree not negligently or recklessly to use the web site or the service to distribute by any means computer viruses or worms to third parties

6.1.6. Agree not to use the web site or the service to transmit or post any material which is defamatory offensive or of an obscene or menacing character or in such a way as to cause annoyance, inconvenience or needless anxiety

6.1.7. Agree not negligently or recklessly to use the web site or the service such that the whole or part of the web site or service is interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the web site or service is in any way negligently or recklessly impaired

6.1.8. Agree not to use the web site or the service in any manner which constitutes a violation or infringement of the rights of any person, firm or company (including, but not limited to, third party intellectual property rights or confidentiality)

6.1.9. Agree not to use the web site to attempt any unauthorised access to any part or component of the web site or that of any third party which you can connect to via the web site (or other directly or otherwise connected network)

7. Confidentiality

7.1. All private information matters or issues that you disclose to the Y-club, owned and operated by Yup! Ltd. or employees or officers are confidential. Neither will disclose information about you to third parties other than for the purposes of this Agreement.

7.2. Yup! Ltd. recognises the importance of confidentiality and under normal circumstances will not release any information that would identify you or the issues discussed. However there may be very rare occasions when a Y-club Personal Assistant (PA) will need to disclose personal information. These would include situations where there is a threat to human life or physical safety or where there is a major threat to the interests of the sponsoring organisation. In these circumstances, you would normally be made aware of our obligation to break confidentiality.

7.3. Yup! Ltd. and are regulated by the Data Protection Act 1998

8. Liability

8.1. When you instruct an supplier your contract for that supplier’s services is with the supplier not The Y-club, owned and operated by Yup! Ltd.

8.2. The Y-club, owned and operated by Yup! Ltd. is not responsible for the actions of the supplier

8.3. Subject fully to its obligations under clauses 1.1, 1.2, 2.1, 2.2, and 2.3 above, The Y-club, owned and operated by Yup! Ltd. accepts no responsibility for any loss liability or cost incurred by you as a result of any act or omission by the supplier

8.4. Subject fully to its obligations under clauses 1.1. and 1.2 above, The Y-club, owned and operated by Yup! Ltd. accepts no responsibility for any loss liability or cost incurred by you as a result of any act or omission by any supplier

8.5. The Y-club, owned and operated by Yup! Ltd. makes no warranty that the web site or use of the service will be uninterrupted, timely or error free

8.6. The Y-club, owned and operated by Yup! Ltd. accepts no responsibility for any act or omission beyond its reasonable control

9. Force Majeure — Unforeseeable Events

9.1. Neither party to this Agreement shall be responsible to the other party for any delay in performance or non—performance due to a force majeure event, The Y-club, owned and operated by Yup! Ltd. shall promptly upon the occurrence of a force majeure event inform you in writing stating that that event has delayed or prevented its performance under this Agreement and thereafter that it shall take all action within its power to comply with the terms of this Agreement as fully and promptly as possible

9.2. “Force majeure even” means an event beyond the reasonable control of either party including without limitation strike, lock—out, labour dispute, act of God, war, civil commotion, malicious damage, compliance with a law or government order, rule, regulation or direction, accident breakdown of plant or machinery, fire, flood, storm, and other circumstances affecting the supply of goods and services.

10. Termination

10.1. A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 10.2 in relation to the Breaching Party

10.2. The events are:

10.2.1. Material breach of this Agreement by either party and if the breach is capable of remedy failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy the breach and stating that a failure to remedy the breach may give rise to termination. For the purposes of this Clause a breach is capable of remedy if time is not of the essence in performance of the obligation and if the Breaching Party can comply with the obligation within the 30 day period

10.2.2. The irreconcilable breakdown of communication between the parties such as to render it impossible to maintain a future working relationship

10.2.3. The Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the Breaching Party’s winding up or dissolution

10.2.4. The making of an administration order in relation to the Breaching Party or the appointment of a receiver over or an encumbrancer taking possession of or selling an asset of the Breaching Party

10.2.5. The Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally

10.2.6. The making of a bankruptcy order or

10.2.7. Death of the member

11. Consequences Of Termination

11.1. Both your and Yup! Ltd.’s further rights and obligations cease immediately on termination of this Agreement but termination does not affect either party’s accrued rights and obligations at the date of termination

11.2. Within 30 days of termination of this Agreement you shall pay all moneys still owing to The Y-club, owned and operated by Yup! Ltd. or any supplier at the date of termination

11.3. In the event that any such outstanding monies are not paid within 30 days of termination these outstanding monies shall immediately be due and may be debited directly from your bank account or credit card

12. The Y-club, owned and operated by Yup! Ltd.Rights

12.1. The Y-club, owned and operated by Yup! Ltd.reserves the right to:

12.1.1. Close access to any feature of the web site :

12.1.1.1. if your usage of the feature is reasonably deemed against the interests of The Y-club, owned and operated by Yup! Ltd. or other users of the web site or the service;

12.1.1.2. if and when necessary for the proper maintenance of the website

12.1.2. Make modifications to the web site or the service with or without notice to you

12.2. The content, layout and organisation of the web site shall be subject to variation at the sole discretion of The Y-club, owned and operated by Yup! Ltd.

12.3. The Y-club, owned and operated by Yup! Ltd. will not be liable to you or any third party for any reasonable modification to the web site or the service

12.4. In the event of the the Y-club, owned and operated by Yup! Ltd. publication of the web site being restricted, curtailed or prevented by law or any other act or thing being beyond Yup! Ltd.’s control, The Y-club, owned and operated by Yup! Ltd. may at any time, notwithstanding anything contained in this Agreement, forthwith terminate this Agreement

13. Intellectual Property Rights

13.1. You hereby acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the web site (the “Rights”), including the manner in which the web site is presented or appears and all the information and documentation relating thereto is the property of The Y-club, owned and operated by Yup! Ltd. and nothing contained herein shall be constructed so as to transfer any of the Rights to you

14. Notices

14.1. A notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by first class post fax or e—mail to the party due to receive the notice or communication at its address set out in this Agreement or the fax or e-mail address specified in writing to the other

15. General

15.1. If any of the above provisions are held to be illegal or unenforceable such provisions shall be severed and the remainder of the Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby.

15.2. This Agreement, in conjunction with the the Y-club, owned and operated by Yup! Ltd. Brochure, constitutes the entire agreement between The Y-club, owned and operated by Yup! Ltd. and you and supersedes all previous communications, representations and agreements, either written or oral (other than fraudulent misrepresentation). You acknowledge that no reliance is placed on any representation made but not embodied in the said documents, though for the avoidance of doubt nothing in this Agreement shall in any way limit any rights you may have arising by virtue of the Contracts (Rights of Third Parties) Act 1999 or any successor legislation.

15.3. The terms of this Agreement shall regulate the relationship between you and The Y-club, owned and operated by Yup! Ltd. and the use of the services provided by The Y-club, owned and operated by Yup! Ltd. shall constitute acceptance by you of the terms & conditions set out in this Agreement.

16. Governing Law and Jurisdiction

16.1. This agreement is governed by and shall be construed in accordance with English Law

16.2. The courts of England have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any disputes which may arise out of or in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction the courts of England (save in the cases of members based in Scotland in whose case the Scottish courts shall also have jurisdiction)

Privacy Statement

This website is operated by Yup! Limited (company number 03835714) whose principal office is at 4 Westmont Court, Monmouth Road, London, W2 4UU ('we' , 'us' or 'our' ). If you are visiting the site and you are not a registered user then we do not collect information about you which enables us to personally identify you, though we may use cookies to enable us to obtain non personal information about your usage of our website as provided in paragraph 4 of this privacy statement. By registering as a user you will consent to us processing personally identifying information you give us as set out in this privacy statement.

1. Information about you

When you register with our website we will ask you for your name country of residence, postcode, gender, date of birth, job sector and title, and email address. We will also ask you for information about your interests and lifestyle. We may track purchasing and visiting patterns but we do not collect any other information about you without your consent.

2. Our use of this information

We use the information you give us to create a high degree of personalisation for our users so that we can offer you goods and/or services which closely match your interests and preferences. From time to time we may share information you give us (which does not identify you) with other carefully selected companies for marketing purposes (for example to enable us to develop or promote complimentary products and services for visitors to our website). We are continually developing products and services based on information and feedback we receive from visitors to our website and we may share these with you. Other than as required by law, or as set out in this privacy statement, we will not disclose personal information about you to any third party without your permission.

3. Security

We will take reasonable precautions to prevent the loss, misuse or alteration of information you give us. Our agents or contractors who have access to your information are required to keep that information confidential and are not permitted to use it for any purpose other than to facilitate the provision of goods and/or services to you. If you have given us information about yourself and would like copies of that information, or if you would like us to correct any factual inaccuracies in that information, or if you would like that information deleted from our records, then please contact our Privacy Compliance Officer, at compliance@yup.co.uk. We will use reasonable efforts to supply, correct or delete information about you on our files.

4. Other information

From time to time, we may collect information about you which does not identify you personally. This type of information might include the type of Internet browser or computer operating system you are using and the domain name of the website or advertisement from which you are linked to our website. When you view our website, we may store some information on your computer. This information will be in the form of a "cookie" or similar file, and will help us to tailor our website or advertisements to match your interests and preferences better. Most Internet browsers enable you to erase cookies or receive a warning before a cookie is stored. Please refer to your browser instructions or help screen to learn more about these functions.