Terms & Conditions
These terms and conditions should be read carefully by the Member as they provide the legal framework against which the Company agrees to provide Services to the Member (as defined below).
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 “Agreed User” means a specified individual within a Member’s family or personal staff as named on the Membership Application Form by the Member (or as subsequently notified by the Member to the Company in writing) as having such Member’s express authority to instruct the Company to provide Services on the Member’s behalf;
1.1.2 “Company” means Every Minute Counts Limited, 62-66 Newcraighall Road, Edinburgh. EH15 3HS;
1.1.3 “Goods” means any goods purchased by or supplied to the Company on behalf of a Member and subsequently provided to the Member under the Terms and Conditions which goods shall be deemed to have been purchased by the Company as agent for the Member;
1.1.4 “Member” means the person, corporate entity or Overseas Member named on the Membership Application Form where acceptance of an application has been communicated to the Member by the Company;
1.1.5 “Membership Application Form” means the application form completed by an applicant or Overseas Member in applying for membership
1.1.6 “Payment Card” means credit card or debit card;
1.1.7 “Service Fee” means the fee charged by the Company to the Member for the provision of its Services;
1.1.8 “Services” means any services provided by the Company to the Member or sourced by the Company from a Supplier for the Member and subsequently provided to a Member under the Terms and Conditions including the purchase of Goods on behalf of the Member; and
1.1.9 “Supplier” means any third party supplier with whom the Company liaises in sourcing the Services while acting as agent on behalf of the Member.
1.2 In these Terms and Conditions:
1.2.1 Words denoting the singular shall include the plural and vice versa;
1.2.2 Any reference to a statutory provision shall include any amendment, replacement or re-enactment thereof; and
1.2.3 The headings of clauses are intended for convenience only and shall not affect the interpretation of the Terms and Conditions.
2. Membership
2.1 On receipt of a completed Membership Application Form, the Company will decide whether the application has been successful. The Company has an absolute discretion to accept or reject any application for membership and is not obliged to act reasonably in doing so. The Company will notify a Member in the event that an application is successful. Where an application is not successful, the Company is under no obligation to disclose its reasons for rejecting an application.
2.2 Membership is available to corporate entities (a “Corporate Member”) on condition that the Services are provided to five or more employees of that corporate entity (the “Member’s Employees”). In respect of Corporate Members, the Fees will be determined by the Company on a sliding scale and will be calculated on the basis of the Corporate Member’s requirements as notified to the Company prior to Membership. In deciding on an application for membership by a corporate entity, the Company reserves the right to request formal evidence of employment from a representative of that corporate entity. If, at any point during its membership, the number of Member’s Employees to whom the Company provides Services drops below five, the Corporate Member may notify the Company of any additional employees who may benefit from the membership of the Corporate Member. If the Corporate Member fails to do so, the Company will charge Membership Fees to the Corporate Member on the basis that five employees benefit from the membership of the Corporate Member.
2.3 Acceptance by the Company of an application for membership constitutes a binding contractual agreement between the Company and the Member upon these Terms and Conditions commencing from the Effective Date.
2.4 In the case of the death of a Member, the Member’s personal representatives should notify the Company of the Member’s death.
3. Service Fees
3.1 The Company’s charges for the Services are based on an hourly charge out rate (“the Rate”) and value added tax (“VAT”) will be added to the Rate. The standard Rate for requests for Services to be performed within Normal Business Hours (as defined in clause 4.2 below) is £25 per hour plus VAT. However, the Rate will increase to £35 per hour plus VAT for time spent by a director of the Company in Normal Business Hours.
3.2 With the exception of Scottish bank holidays, the Company’s normal business hours are 9.00am to 5.00pm Monday to Friday (“Normal Business Hours”). The Company may be available to provide Services to Members outside these hours. Normal Business Hours may be lengthened or shortened in the absolute discretion of the Company upon reasonable prior notice being given to Members.
3.3 With the exception of Scottish bank holidays, where a Member requests Services to be performed during Monday to Friday but outside the Company’s Normal Business Hours an increased Rate will be charged at rates to be agreed..
3.4 Where a Member requests Services to be performed on Saturday or Sunday an increased Rate will be charged at rates to be agreed.
3.5 Where a Member requests Services to be performed on a Scottish bank holiday, an increased Rate of £30 per hour plus VAT will be charged to the Member.
3.6 Any amendments to the Rate will be notified to the Member in writing no later than 21 days prior to the intended implementation of an amended Rate. Upon receiving such notification, a Member shall be entitled to cancel Membership by serving notice of cancellation to the Company within 14 days of the date of such notification. The Company will reimburse the Member in respect of the unexpired portion of the Membership charges calculated on a pro rata basis. Such reimbursement will be arranged by the Company within 28 days following receipt of the notice of cancellation from the Member.
3.7 The Company shall issue monthly invoices in respect of the Service Fee to the Member (the “Invoice”). Invoices must be paid by the Member on the 15th day of each month (or such other period as is agreed in writing between the Company and the Member).
3.8 Time shall be of the essence in relation to payment of Invoices.
3.9 Members shall pay Invoices in full without any discount, deduction, set-off or abatement whatsoever. If the Member fails to make payment of such Invoices on the due date then, without limiting any other right or remedy available to the Company, the Company may:
3.9.1 freeze the membership of the Member until such Invoices are paid, thereby preventing the Member from using the Services;
3.9.2 charge the Member interest on all overdue payments until payment is received in full (and both after as well as before judgment) at the annual rate of 3% (three per centum) above the base lending rate of The Royal Bank of Scotland from time to time (such interest accruing daily).
4. Services
4.1 The Company will provide the Services to the Member on condition that all requests are for lawful and moral personal services in respect of the personal needs or wishes of the Member or (in the case of a Corporate Member), the Member’s Employees.
4.2 The Company is entitled to act on instructions received from an Agreed User as if they were instructions received directly from the Member.
4.3 The terms and conditions governing the provision of certain services, for example, party or event organisation, property searching or sourcing of staff members for Members, may be supplemented by additional agreements which will be sent to Members upon requesting such services. The provision of such services will not commence until the Company receives such agreement duly signed by, or in the case of a Corporate Member, on behalf of, the Member.
4.4 Acting reasonably at all times, the Company reserves the right to:
4.4.1 refuse to provide any Service requested; and/or
4.4.2 withdraw the continuation of any Service;
provided that the Company informs the Member of any refusal or withdrawal as soon as reasonably practicable.
4.3 Except where Services are to be provided by the Company, the Company will liaise with Suppliers in procuring the Services to be provided to the Members. The Company will communicate with Suppliers on a Member’s behalf unless it considers that it is more appropriate in the circumstances for the Member to contact the Supplier directly, in which case it will advise the Member accordingly.
4.4 Suppliers may impose their own terms and conditions in providing the Services and Members are required to comply with such terms and conditions. Unless otherwise agreed by the Supplier, a Member shall not be entitled to cancel any Service requested where, on a Member’s instructions, performance has already begun.
4.5 Where the Company receives instructions from a Member to obtain tickets to a sold-out event (“the Event”), the Company will liaise with Suppliers to source and purchase such tickets. Members acknowledge and agree that such tickets may be purchased at a premium to their face value.
4.6 Where tickets to an Event have been purchased pursuant to clause 4.7 and the Event is subsequently cancelled for any reason, Members acknowledge and agree that any reimbursement will be limited solely to the face value of such tickets.
4.7 Where a Member decides to cancel tickets arranged on the Member’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.
4.8 Where the Company, as principal, supplies products which are made to a Member’s personal specification or are perishable in nature, such products will not be returnable by Members under any circumstances.
4.9 Where a Member requests the Company to purchase Goods on his behalf, the Member agrees that such Goods will be purchased by the Company as agent for the Member and accordingly any contract of purchase will be entered into between the Member and the relevant Supplier.
4.10 Where a Member requests the Company to make recommendations to the Member, the Member agrees that the Company may retain any referral fees or commissions received pursuant to such recommendations and it shall not be obliged to inform the Member of such fees. Where a Member requests that the Company purchases Goods on the Member’s behalf, the Member 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 Member which fees will be notified to Members at the time the request is made to the Company.
5. Payments to Suppliers
5.1 Any payment made by New Move at the time of bookings will be paid via the Member’s personal payment card.
6. Cancellation and Suspension of Membership
Cancellation by the Company
6.1 The Company reserves the absolute right to cancel the membership of any Member (in its sole discretion) with immediate effect in the following circumstances:
6.1.1 Where a Member commits a serious or repeated breach of these Terms and Conditions and the breach, if capable of remedy, is not remedied within 7 days of receipt of a default notice;
6.1.2 Where the Company cancels membership for any serious reason, it will give 28 days’ notice of cancellation to the Member.
6.1.3 Where a Member cancels a request without 24 notice (or longer as appropriate), the Company will lose the time it has spent in processing the Member’s request. Therefore, the Company reserves the right to charge the Member an administration fee of £50 which will be sufficient to cover the Company’s lost expenses and handling charges.
7. Liability
7.1 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 accord with the Member’s request and instructions.
7.2 Where the Company engages a Supplier to procure Services for a Member, it will use reasonable care and skill in selecting and engaging the Supplier. Save as provided in clause 7.1, the Company does not provide any recommendations or representations or offer any warranties as to the quality, fitness for a particular use or otherwise of the Goods or the standard of Services supplied.
7.3 Members 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 endeavours to ensure that a substitute Supplier is located. The Company shall not be responsible for any actions of Suppliers which are outside the Company’s actual control.
7.4 Members must rely on their own judgment and discretion in selecting and using the Services offered by a Supplier and in entering into any third party contracts with a Supplier. Any Goods or Services provided by the Supplier will be governed by the contract formed between the Member and the Supplier. The Company will not be responsible for any Goods or Services provided by the Supplier but will do everything it reasonably can to assist Members in any subsequent dealings with Suppliers.
7.5 Any contracts which Members enter into with Suppliers are independent 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 Member as a result of any act or omission of a Supplier.
7.6 On occasions, the Company may be asked to make recommendations to Members. When making such recommendations, the Company shall use reasonable endeavours to ensure that such recommendations are accurate. However, the Company does not warrant to Members that such recommendations are accurate or that they will be to the Member’s own satisfaction. Members 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 Member in the course of acting upon such a recommendation.
7.7 The Company does not limit its liability for death or personal injury caused by its negligence or that of its employees.
7.8 Subject to clause 7.7, the Company’s liability whether arising from negligence, tort, breach of contract or other obligation or duty is limited to £200,000 and Members are responsible for making their own arrangements for the insurance of any excess loss.
7.9 Subject to clause 7.7, the Company will not have any liability to the Member for any claim to the extent that such claim is or can be characterised as a claim for (or arising from):
7.9.1 loss of revenue or profits;
7.9.2 loss of business opportunity or loss of contracts;
7.9.3 loss of goodwill or injury to reputation;
7.9.4 indirect, consequential or special loss or damage; or
7.9.5 anticipated savings.
7.10 The Company shall not be liable to the Member 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. Confidentiality
8.1 The Company warrants that it will keep secret and not disclose directly or indirectly to any third person (except as authorised or required to carry out the Services) any confidential information that the Company possesses concerning the Member.
8.2 The obligation at clause 8.1 shall continue during and after termination of the Services but shall cease to apply to information or knowledge which has become public knowledge otherwise than through any unauthorised disclosure or other breach by the Company.
9. Employment by Member of Employees of the Company
9.1 For the purposes of this clause 9, an Employee means any employee of the Company. The provisions of this clause 9 shall apply where Members seek to offer to employ Employees or entice Employees away from the Company.
9.2 If the Member employs or offers to employ any Employee who within the period of 6 months prior to the commencement of employment or enticement away by a Member provided Services directly to the Member, the Company shall be entitled to charge a fee representing 25% (twenty five per centum) of the Employee’s annual basic salary (as at the date of such commencement of employment or offer or enticement away whichever is the later) plus VAT.
9.3 The obligations in this clause 9 shall survive any termination of membership.
10. Data Protection
10.1 The Company may periodically produce a newsletter or other publication which may be posted to Members at the Company’s discretion. If the Member does not wish to receive such publications by post, the Member should instruct the Company accordingly in writing.
10.2 To ensure that Members maximise their membership benefits, the Company may send Members information by post or email on forthcoming promotions, events and such other benefits, offers, products or services which they may be entitled to or interested in as a Member. If the Member does not wish to receive such information, the Member should instruct the Company accordingly in writing.
10.3 The Company may contact Members who have not used their membership recently to offer services or may contact Members to seek their opinion on how the Services offered may be improved. If the Member does not wish to be contacted in this way, the Member should instruct the Company accordingly in writing.
11. General
11.1 Nothing in these Terms and Conditions is designed to give any other person any rights or remedies under the Contracts (Rights of Third Parties) Act 1999.
11.2 These Terms and Conditions are governed by the laws of Scotland and are subject to the exclusive jurisdiction of the courts of Scotland.
11.3 The Company may vary the Terms and Conditions from time to time and will notify Members in writing in advance 14 days prior to such variation. Upon receiving a notice of variation of these Terms and Conditions, a Member may cancel membership by serving notice in writing to the Company within 30 days following receipt of the notice of variation. A Member’s continuing request for Services will indicate its acceptance of the altered Terms and Conditions in any event.
11.4 Where Members wish to raise any queries, concerns or complaints with the Company, it should write to the Company at 62-66 Newcraighall Road, Edinburgh. EH15 3HS.
6. Cancellation and Suspension of Membership
Cancellation by the Company
6.1 The Company reserves the absolute right to cancel the membership of any Member (in its sole discretion) with immediate effect in the following circumstances:
6.1.1 Where a Member commits a serious or repeated breach of these Terms and Conditions and the breach, if capable of remedy, is not remedied within 7 days of receipt of a default notice;
6.1.2 Where the Company cancels membership for any serious reason, it will give 28 days’ notice of cancellation to the Member.
6.1.3 Where a Member cancels a request without 24 notice (or longer as appropriate), the Company will lose the time it has spent in processing the Member’s request. Therefore, the Company reserves the right to charge the Member an administration fee of £50 which will be sufficient to cover the Company’s lost expenses and handling charges.
7. Liability
7.1 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 accord with the Member’s request and instructions.
7.2 Where the Company engages a Supplier to procure Services for a Member, it will use reasonable care and skill in selecting and engaging the Supplier. Save as provided in clause 7.1, the Company does not provide any recommendations or representations or offer any warranties as to the quality, fitness for a particular use or otherwise of the Goods or the standard of Services supplied.
7.3 Members 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 endeavours to ensure that a substitute Supplier is located. The Company shall not be responsible for any actions of Suppliers which are outside the Company’s actual control.
7.4 Members must rely on their own judgment and discretion in selecting and using the Services offered by a Supplier and in entering into any third party contracts with a Supplier. Any Goods or Services provided by the Supplier will be governed by the contract formed between the Member and the Supplier. The Company will not be responsible for any Goods or Services provided by the Supplier but will do everything it reasonably can to assist Members in any subsequent dealings with Suppliers.
7.5 Any contracts which Members enter into with Suppliers are independent 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 Member as a result of any act or omission of a Supplier.
7.6 On occasions, the Company may be asked to make recommendations to Members. When making such recommendations, the Company shall use reasonable endeavours to ensure that such recommendations are accurate. However, the Company does not warrant to Members that such recommendations are accurate or that they will be to the Member’s own satisfaction. Members 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 Member in the course of acting upon such a recommendation.
7.7 The Company does not limit its liability for death or personal injury caused by its negligence or that of its employees.
7.8 Subject to clause 7.7, the Company’s liability whether arising from negligence, tort, breach of contract or other obligation or duty is limited to £200,000 and Members are responsible for making their own arrangements for the insurance of any excess loss.
7.9 Subject to clause 7.7, the Company will not have any liability to the Member for any claim to the extent that such claim is or can be characterised as a claim for (or arising from):
7.9.1 loss of revenue or profits;
7.9.2 loss of business opportunity or loss of contracts;
7.9.3 loss of goodwill or injury to reputation;
7.9.4 indirect, consequential or special loss or damage; or
7.9.5 anticipated savings.
7.10 The Company shall not be liable to the Member 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. Confidentiality
8.1 The Company warrants that it will keep secret and not disclose directly or indirectly to any third person (except as authorised or required to carry out the Services) any confidential information that the Company possesses concerning the Member.
8.2 The obligation at clause 8.1 shall continue during and after termination of the Services but shall cease to apply to information or knowledge which has become public knowledge otherwise than through any unauthorised disclosure or other breach by the Company.
9. Employment by Member of Employees of the Company
9.1 For the purposes of this clause 9, an Employee means any employee of the Company. The provisions of this clause 9 shall apply where Members seek to offer to employ Employees or entice Employees away from the Company.
9.2 If the Member employs or offers to employ any Employee who within the period of 6 months prior to the commencement of employment or enticement away by a Member provided Services directly to the Member, the Company shall be entitled to charge a fee representing 25% (twenty five per centum) of the Employee’s annual basic salary (as at the date of such commencement of employment or offer or enticement away whichever is the later) plus VAT.
9.3 The obligations in this clause 9 shall survive any termination of membership.
10. Data Protection
10.1 The Company may periodically produce a newsletter or other publication which may be posted to Members at the Company’s discretion. If the Member does not wish to receive such publications by post, the Member should instruct the Company accordingly in writing.
10.2 To ensure that Members maximise their membership benefits, the Company may send Members information by post or email on forthcoming promotions, events and such other benefits, offers, products or services which they may be entitled to or interested in as a Member. If the Member does not wish to receive such information, the Member should instruct the Company accordingly in writing.
10.3 The Company may contact Members who have not used their membership recently to offer services or may contact Members to seek their opinion on how the Services offered may be improved. If the Member does not wish to be contacted in this way, the Member should instruct the Company accordingly in writing.
11. General
11.1 Nothing in these Terms and Conditions is designed to give any other person any rights or remedies under the Contracts (Rights of Third Parties) Act 1999.
11.2 These Terms and Conditions are governed by the laws of Scotland and are subject to the exclusive jurisdiction of the courts of Scotland.
11.3 The Company may vary the Terms and Conditions from time to time and will notify Members in writing in advance 14 days prior to such variation. Upon receiving a notice of variation of these Terms and Conditions, a Member may cancel membership by serving notice in writing to the Company within 30 days following receipt of the notice of variation. A Member’s continuing request for Services will indicate its acceptance of the altered Terms and Conditions in any event.
11.4 Where Members wish to raise any queries, concerns or complaints with the Company, it should write to the Company at 62-66 Newcraighall Road, Edinburgh. EH15 3HS.