Membership Terms

The Service is owned and operated by Velloy, part of Velloy Limited, (“Velloy”, “we”, “us”, “our”). Velloy is a Hotel and Events Information Intel Company registered with The.Direct Limited in England and Wales whose registered address is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.

Velloy provides Events Information Intel Services (the "Member Service"), and concierge services (the "Concierge Service"), collectively known as “Services”, to eligible individuals. The Services are provided both through primary membership and on behalf of Velloy’s clients (the “Client”), collectively and individually known as “Members” or “you”.

The Member Service is provided primarily through an App which enables Members to access information about a wide range of hotels, events, parties, and experiences (collectively “Events”). The Concierge Service is provided primarily through personalised advice and bookings received via phone, 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 and they hold the details.‍

"Membership" means any membership within Velloy.

The following terms and conditions (the “Terms”) govern your use of our website(s) (the “Site”) and our provision of Services to Members.

1.1. Please read these Terms carefully before using the Site or the Services. For the purposes of these Terms:a) Individuals eligible to receive the Services as per instruction from the Clientare 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 Services, 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 Services 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; andg) we reserve the right to update or change these Terms from time to time at ourdiscretion, and your continued use of the Site or the Services will be subject to the then current version of these Terms. We recommend that you read the currentversion of these Terms each time before you use the Services.

2.1. Membership is subject to a minimum period of 1 calendar month.

2.2. Details provided to Velloy 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. Benefits and Services are only available to members who have no outstanding Fees and whose credit, if provided by Velloy is within the limit agreed in writing with Velloy.

2.4. 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.

2.5. 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.

2.6. You agree not to impersonate any other person or entity or to use a false name.

2.7. Members are expected to behave in a manner that does not damage the reputation of Velloy 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.

3.2. Membership is automatically renewed unless terminated by the member. (See 4. Termination)

3.3. Current membership fees are shown on the Velloy Website. Any increase will be notified in the same location and through email 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 Velloy to deduct membership fees by direct debit or payment card.

3.5. Annual membership is available at a discounted rate.

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 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 Velloy 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 Velloy 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 Velloy to make a purchase on your behalf you hereby authorise Velloy 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, Velloy 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.

4.2. After your grace period, if you do not wish to renew Membership you must notify the membership team via email to hello@velloy.com and provide 1 calendar months’ notice.

4.3. Any outstanding payments owed to Velloy 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. Once re-activated your membership will be deemed as a new membership.

4.6. If you engage with any Velloy staff, past or present, after your membership is terminated you are required to disclose this information to Velloy and pay Velloy 50% of any fees paid to these people for a course of 1 year.

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 Services. 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 Services 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 Services 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; andd) 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 Services 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 Services, a Member should immediately contact us, and we will try to assist the Member with their claim against the Supplier.

5.3. Velloy 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 Services (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 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 Services for business and operational reasonsg) If we are found liable for any loss or damage relating to a Member’s use of the Services (or in connection with any Services purchased through the Services), our liability shall in no event exceed the amount paid by the Member for the relevant part of the Service booked through the Services.

5.4. Supplier (including Travel Suppliers) Responsibilities:a) Suppliers are responsible for providing the Services to Members under and subject tothe terms of the contract they have with the Member.b) Suppliers shall not be liable to Members (or other individuals receiving the benefit ofthe 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.

6.1. 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 within the hours of 09:00 to 17:00 GMT, Monday to Friday. Enquiries outside of these hours are chargeable at the rate of £50 per hour or part of hour. If assigned a personal lifestyle 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 Services we provide by phone, messaging and email includes:a) the ability to place a new request with the Services;b) the ability to book services and order goods with Suppliers (“Services”); andc) 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 Services we provide to you and to add or remove content or stop providing the Services 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 Velloy to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that Velloy 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 Velloy 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 Velloy 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, Velloy 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 Services 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, messaging or phone, these are outlined below.

7.1. Velloy 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 Services.

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 or via Newsletter 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

8.1. Velloy 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 Services.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 Velloy directly or a Supplier quoted by our Service Provider, you shall authorise Velloy 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, Velloy 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. Velloy 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 / orb) 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.

9.1. Velloy works with Suppliers to share details of events and/or benefits to Members as part of the Services.9.2. Benefits are subject to availability.9.3. Benefits may be withdrawn at any time and without prior notice.‍

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 Policy11.1. You must make sure that any use of the Services 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 Services, with or without notice as we consider appropriate, under the Terms.11.3. There is no specified limit on the usage of our Services. 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 Services 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 Services 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 Velloy or any Client represented by Velloy 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 Velloy under a license or with permission.14.2. All text, formatting (including without limitation the selection, coordination and arrangement of materials received from Velloy, 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 Velloy are subject to the intellectual property rights of Velloy, 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 Velloy’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.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 Velloy to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that Velloy 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 Velloy 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 provided for the Services.

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 Velloy, 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 Velloy 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) Velloy; including its officers, directors, shareholders, agents, employees, or other representatives;

b) Any aspect of Velloy’s business or operations; and/or

c) Any aspect of the Client’s dealings with Velloy.

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. Velloy shall deem any violation of this section a material breach of this Agreement, punishable by way of immediate, undisputed 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.

Section 21: Governing Law and Jurisdiction 21.1. We grant you access to our Site and our Services 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.

Section TICKETS: Purchase, Cancellations & Refunds

1. Purchase, Cancellations & Refunds

1.1 Velloy aims to ensure that package benefits remain available to the Client at all times. If any of the benefits become unavailable, Velloy 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 Velloy’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 Velloy 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 Velloy the full amount due for said invitations.

1.3 Refunds will only be issued in the event that Velloy 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 Velloy, 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, Velloy shall issue a full refund to the Client within 10 business days.

1.4 On occasion if agreed by Velloy, should a client cancel a purchased ticket, Velloy will make all efforts to resell their tickets on their behalf. Should Velloy be able to resell the tickets then the client will be refunded the lesser of:

a) 80% of the resale price of the ticket

b) 80% of the original purchase price from the client

1.5 Velloy’s procurement of invitations is subject to the following provisions:

a) Velloy 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 Velloy and are subject to market conditions and demand.

1.6 Velloy 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 Velloy’s control. In the event of the event being cancelled by the venue, Velloy will issue a full refund within 10 business days.

1.7 Velloy reserves the right to withdraw any of these services and/or to refuse to supply the services requested and in such case Velloy will issue an immediate and full refund via wire transfer to Client within 10 business days of contract breach.

1.8 If Velloy is unable to fulfil any request, we will inform the Client as soon as reasonably practicable and in such case Velloy will issue an immediate and full refund via wire transfer to the Client within 10 business days of contract breach.

Section 2: Liability 2. Liability

2.1 Velloy 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 Velloy supplies the Client with any goods or services supplied by a third party, then Velloy is acting as the Client’s agent in sourcing the goods or services. Velloy 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, Velloy 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 Velloy 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, Velloy 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. Velloy 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. Velloy, 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 Velloy will not be responsible for products and services offered by Velloy as agents for the suppliers/vendors/partners or for any aspect of the relationship between the Client and any particular supplier/vendor/partner. Velloy will however do everything it reasonably can to assist the Client in any dealings it has with the supplier/vendor/partner.

2.5 Tickets are not always physical tickets, and may take many forms including, and limited by, names on guestlist, virtual tickets and passes, e-tickets, invitations, being escorted into a venue by a representative.

2.6 The Client agrees that any contract entered into by him/her with any of the suppliers/vendors/partners is an independent contract. Velloy 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 Velloy.

2.7 Save in respect of death and personal injury caused by the negligence of Velloy or as expressly provided for in these Terms and Conditions, Velloy 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 Velloy hereunder and the resulting supply of goods and services to the Client by any third party.

2.8 Velloy 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.

2.9 Save in respect of death and personal injury and subject to the provisions of these Terms and Conditions, Velloy’ 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.

2.10 This section applies only to the extent permitted by law.

Section 3: Confidentiality (Repetition of Section 20.1 - 20.6)

Section 4: Interest 4. Interest

4.1 Velloy reserves the right to charge interest at the rate of 2.5% per month over base rate compounded monthly on all overdue accounts.

Section 5: Availability 5. Availability

5.1 All arrangements offered are subject to availability at the time of booking.

Section 6: Acceptance 6. Acceptance

6.1 The making of a booking with us, however confirmed, shall be deemed as acceptance by the client of the above terms and conditions.

Section 8: English Law 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.