Terms and Conditions


The Collectors Club

These Conditions form the Contract through which Time 4 Diamonds DMCC LTD (09702973) will provide a Service to (insert name) as a member of the T4D Collectors Club. By signing this Contract you are automatically agreeing to these Conditions.

Time 4 Diamonds DMCC LTD (09702973) is a registered private limited company incorporated in the United Kingdom under number 09702973 whose registered office is 1st Floor, 3 More London Place, London, SE1 2RE. Time4Diamonds is the registered trademark and trading name for Time Diamonds DMCC LTD. The Collectors Club is a division of Time 4 Diamonds DMCC Ltd.

The headings in the Contract are for ease of reference only; they do not affect the interpretation or construction of the Conditions.

The Contract contains the following Parts:

PART 1 ­ DEFINITIONS USED IN THE CONTRACT

PART 2 – MEMBERSHIP, PAYMENT PROVISIONS AND USE OF MEMBERSHIP DEPOSIT

PART 3 ­ MEMBERSHIP BENEFITS

PART 4 – WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNITIES AND FORCE

MAJEURE PART 5 – TERMINATION

PART 6 ­ DATA PROTECTION AND CONFIDENTIALITY PART 7 – INTELLECTUAL PROPERTY RIGHTS

PART 8 – TRANSFER OF CONTRACT AND NOTICES TO AMEND PART 9 – MISCELLANEOUS

1 Definitions and Interpretation

1.1 For clarity and mutual understanding, the following words contained within the Contract are defined below:

Business Day -Any day which is not a Saturday or Sunday or a public holiday in England.

Contract ­ Refers to this contractual agreement (and the terms and conditions within it) between T4D and the Member.

Commencement Date ­ The date on which the Contract is signed by T4D and thereby becomes effective

Conditions ­ The terms and conditions contained in the Contract.

Confidential Information ­ Any information or knowhow in whatever form relating to the business affairs, products, suppliers, Customers, Clients, or finances of the Member which is by its nature confidential or is marked confidential, including Official Information and Personal Data.

His ­ Refers to individuals of male and female sex, and/or a body corporate.

Intellectual Property ­ All patents, copyrights, design rights, trade marks, goodwill, trade secrets, knowhow, database rights, moral rights and other rights in the nature of intellectual property rights (whether registered or unregistered) existing under the laws of England, and all pending applications for and rights to apply for or register such rights.

Member ­ The individual or company who upon signing the Contract and paying their membership deposit is afforded ‘member’ status to the T4D Collectors’ Club.

Membership deposit ­ The deposit amount paid by the Member to become a member of the T4D Collectors’ Club.

Notice to Amend ­ A written notice from T4D to the Member giving not less than 60 days notice to amend any of the terms of the Contract.

Official Information ­ All information and data: (a) relating to the System; and/or (b) of a financial nature in relation to the Member.

Parties ­ T4D and the Member. Party shall mean either of them.

Personal Data ­ The personal data (as defined in the Data Protection Act 1998) provided by the Member to T4D or processed (as defined in the Data Protection Act 1998) by T4D in connection with the Contract.

Service ­ The selling of a collection of watches by T4D to the Member, and further to this the Member granting the right to T4D to trade the collection of watches on the open market with watch dealers, international traders, members of the public and any other persons determined by T4D during the term of the Contract.

System ­ The secured servers, databases and online portals, owned and operated by T4D to store and manage Personal Data, Confidential Information and Official Information.

T4D ­ Time 4 Diamonds DMCC LTD

PART 2 – MEMBERSHIP, PAYMENT PROVISIONS AND USE OF MEMBERSHIP DEPOSIT

1 Membership

1.1 The Member shall be a (insert tier) member of The T4D Collectors’ Club.

1.2 The membership term for this Contract will be for 12 months from the date of the Commencement Date, subject to the Conditions in Part 5 of the Contract;

1.3 The Member shall only upgrade His membership to a higher membership type (excluding platinum tier holders) with the prior written consent of T4D. T4D’s consent shall be subject to such conditions as T4D may determine;

1.4 The Member shall not downgrade His membership to a lower membership type at any time during the term of the Contract.

2 Payment Provisions

2.1 The Member agrees to pay a Membership deposit of (insert amount) within 5 Business Days of the Commencement Date;

2.2 The Member shall pay the Membership deposit in one full payment to T4D by direct bank transfer using T4D’s account details:

Time 4 Diamonds DMCC LTD
NatWest
Sort code: 602134
Account No: 56194153 BIC: NWBKGB2L
IBAN:GB68NWBK60213456194153

2.3 Where the Member fails to pay the Membership deposit within 5 Business Days of the Commencement Date, the Contract will be terminated.

3 Use of Membership deposit

3.1 The Member grants the right to T4D to use the Membership deposit for the purpose of providing the Service;

3.2 The collection of watches purchased by T4D on behalf of the Member for the purpose of providing the Service, shall remain the property of the Member whilst in T4D’s possession;

3.3 T4D shall be fully liable for any loss of or damage to the collection of watches purchased by T4D on behalf of the Member for the purpose of providing the Service (however this occurs and whether it occurs as a result of any negligence by T4D and its employees), except for losses arising from the criminal act of a third party or T4D’s employees which T4D could not have prevented or mitigated by taking reasonable care;

3.4 T4D shall take out and maintain, at its own expense, insurance with an established insurance company to cover its liabilities at Part 2 Condition 3.2 above, up to and not exceeding the amount of the Membership deposit. Our T4D insurance covers watches whilst they are in the UK only. If taken out of the UK our T4D insurance does not cover the watch therefore members are fully liable even in the event of damage or loss arising from a criminal act.

PART 3 – BENEFITS

1 Access to T4D selected watches

1.1 In providing the Service, T4D shall also provide the Member with access to a selection of watches, over a 12 monthly period from the Commencement Date, until the Contract term ends or the Contract is terminated, whichever occurs first. The Member may select one watch (‘the Watch’) at one time for His own handling for a maximum period of (insert no.) days, to a limit of (insert no.) days in a 12 month period;

1.1.1 The member agrees that each watch booked under clause 3.1, constitutes a (insert no.) day commitment to their existing contract, meaning that the club member shall not terminate the contract if: A) the period attached to the number of watches booked exceeds the current length of the membership term, or B) (insert no.) or more watches have been redeemed within the first six months of the contract, or C) the member exhausts all of their booking allowances within the first 10 months of the contract.

1.2 T4D shall make arrangements to deliver the Watch to the Member at the Member’s nominated address by secure courier service, at T4D’s expense. This must be a UK address.

1.3 T4D shall make arrangements to collect the Watch from the Member’s nominated address on the date of return agreed by T4D, at T4D’s expense. This must be a UK address.

1.4 The Member will handle the Watch whilst it is in His possession in a manner that would not be prejudicial to the safety of the Watch and its specifications, and will comply with any instructions provided to it by T4D.

1.5 The Watch shall continue to remain the property of T4D whilst in the Member’s possession;

1.6 Where the Member fails to return the Watch on the date agreed by T4D, the Member shall be liable to pay a charge of £125.00 per day for every day the Member fails to return the Watch after the agreed date of return. In this event, the Member shall have a maximum of 60 days, after the agreed date of return, to return the Watch to T4D and pay the total sum of the charge directly to T4D; where the Member fails to return the Watch after the 60 days period this will constitute a material breach of the Contract and the Contract will be terminated immediately in accordance with Part 5, Condition 1.2.1;

1.7 The Member shall be fully liable for any loss of or damage to the Watch (however this occurs and whether it occurs as a result of any negligence by the Member) whilst in the Member’s possession, excluding losses arising from the criminal act of a third party (if the criminal act happens whilst the watch is outside of the UK and therefore not covered by T4D insurance, the member will be liable for the cost of the watch).

1.8 The Member shall not transfer or sell the Watch (either to himself or to any third party) for subsequent resale in any retail outlet belonging to or operated by the Member or by any other retail outlet, business or company, or any person; breach of this Condition 1.9 will constitute a material breach of the Contract and the Contract will be terminated immediately in accordance with Part 5, Condition 1.2.1.

2 Annual Rewards

2.1 T4D shall pay a fixed reward of (insert amount) to the Member on the 12 month, 24 month and 36 month anniversary of the Commencement Date, subject to the Conditions of the Contract.

PART 4 – WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNITIES AND FORCE MAJEURE

1 Warranties

1.1 T4D warrants that the Watch supplied to the Member in accordance with Part 3, Condition 1.2, meets any product specifications in effect at the time of shipment. Notice of a nonconforming or faulty watch must be made to T4D within 24 hours of receipt of the Watch. This warranty limits T4D’s liability to the replacement of the Watch only. T4D will not be liable under this warranty for any damage or loss caused by the Member from wear and tear, willful damage, negligence, failure to follow instructions, or out of the use or inability to use the Watch;

1.3 The Member warrants that he has not been induced or coerced to enter into the Contract by any representation or by any warranty (whether oral, or in writing, or in any other form) except those expressly made as part of the Contract. The Member waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind, unless made by T4D fraudulently) which is not specifically set out in the Contract as a warranty.

2 Limitation of Liability

2.1 Nothing in the Contract limits T4D’s liability for fraud, or death, or personal injury arising as a result of T4D’s negligence or any other liability which may not, by law, be excluded;

2.2 Subject to Part 4, Condition 2.1, T4D will not be liable to the Member for any loss of profit, loss of revenue, loss of data, loss of opportunity, loss of business and loss of goodwill (in each case whether direct or indirect) or for any indirect, or consequential loss, damage, costs, expenses and other claims which arise out of or in connection with payment of the Membership deposit to T4D or in any other way out of the Contract;

2.3 The maximum liability of T4D under or in connection with the Contract will not exceed the sum of the Membership deposit paid or payable by the Member whether caused by the negligence of T4D, its employees, or otherwise.

3 Indemnities

3.1 Subject to Part 4, Condition 2.1, the Member shall indemnify T4D for any claim which may be made against T4D arising out of the failure by the Member to observe the Conditions of the Contract.

4 Force Majeure

4.1 T4D shall not be liable for any failure to fulfill the Contract or any Condition of the Contract if fulfillment has been delayed, hindered or prevented by circumstances beyond its reasonable control including but not limited to fire, explosion, flood, tempest, unusually adverse weather conditions, failure or shortage of power supplies, fault or failure of plant or machinery of manufacturers, war, hostilities, riot, acts of terrorism, strikes, lockouts or other industrial action or trade dispute (‘a Force Majeure Event’)

4.2 T4D will promptly notify the Member if a Force Majeure Event arises;

4.3 If a Force Majeure Event exceeds 30 days T4D may terminate the Contract without liability by providing notice to the Member.

PART 5 – TERMINATION

1 Circumstances of Termination

1.1 Following the Commencement Date the Contract will continue until:

1.1.1 the agreed membership term ceases; or

1.1.2 the Member gives to T4D not less than 30 days written notice (unless otherwise agreed between the Parties in writing) before the first anniversary of the Commencement Date, and T4D subsequently provides written approval to the Member to permit termination of the Contract, subject to Part 5, Condition 2.2; or

1.1.3 it is terminated at any time in accordance with the Conditions;

1.2 In addition to any other rights of termination contained in other Parts, T4D may terminate the Contract immediately on giving written notice to the Member if the Member:

1.2.1 commits any material breach of the Conditions of the Contract or any other contract or arrangement between the Parties and fails to remedy the breach (if capable of remedy) within 14 days of a written notice from T4D specifying the breach and requiring the breach to be remedied. Any references in the Contract to a material and/or irremediable breach of a Condition by the Member are not intended to be exhaustive and shall not prevent T4D from exercising its rights under this Condition in respect of any other breach of the Contract which is material and/or irremediable;

1.2.2 prior to entering into the Contract, provided T4D with any false or misleading information or omits any fact either material or immaterial which so affects the mutual trust and confidence between both Parties;

1.2.3 is a company and the Member: becomes insolvent, enters into liquidation, whether compulsorily or voluntarily, otherwise than for the purpose of joint venture, reorganisation or reconstruction or if an administration order is made in respect of the Member;

1.2.4 is a single director company and the director: dies; or by reason of illness or incapacity (whether mental or physical), becomes incapable of managing the Member’s affairs or becomes a patient under any mental health laws;

1.2.5 is an individual and the Member: becomes the subject of a bankruptcy petition or order; dies; or by reason of illness or incapacity (whether mental or physical), becomes incapable of managing His own affairs or becomes a patient under any mental health laws;

1.2.6 is a partnership and the partnership is dissolved;

1.2.7 makes any arrangement or composition with its creditors or shall have a receiver (including an administrative receiver) or administrator appointed over all or any part of its assets or the Member takes any similar action in consequence of debt;

1.2.8 is charged with any criminal offence (other than a Road Traffic Offence not involving imprisonment);

1.2.9 challenges the validity of any of T4D’s Intellectual Property or the title of T4D’s Intellectual Property;

1.2.10 fails to pay any sum due to T4D under the Contract by the agreed due date;

1.3 The Member shall immediately notify T4D in writing of any changes of His circumstances including; name, address, company registered address, composition of the Member’s company, financial position and status, or otherwise.

2 Consequences of Termination

2.1 Where the Contract is terminated in accordance with Part 5, Condition 1, T4D shall return to the Member, within 30 days, the collection of watches equivalent in total value to the amount of the Membership deposit paid; or pay to the Member a monetary sum equivalent in total value to the amount of the Membership deposit. For the purposes of this Condition 2.1 the ‘collection of watches’ refers to the watches that are in T4D’s possession at the time of termination, acquired by T4D as a result of providing the Service.The value of the collection of watches shall be fixed in accordance with the recommended United Kingdom retail price for each watch at the date of the termination of the Contract;

2.2 Where the Contract is terminated within 90 days, in accordance with Part 5, Condition 1.1.2, the Member shall:

2.2.1 pay a charge equivalent to 5% of the amount of the Membership deposit.

3 Reimbursement and Recovery of Sums Due

3.1 The Member shall retain financial responsibility (in accordance with the Contract) following the termination of the Contract;

3.2 Where the Contract is terminated in accordance with Part 5, Condition 1.2, the Member shall (without prejudice to any other rights or remedies which T4D may have under the Contract or otherwise) reimburse T4D in full on demand for any costs, liabilities, losses, claims, damages and expenses incurred by T4D as a result of the circumstances of the termination;

3.3 Immediately upon the termination of the Contract, the Member shall pay to T4D all sums of money owed by the Member to T4D;

3.4 If the Member at any time owes any money to T4D under the Contract or any other contract or agreement, T4D may deduct such money from any amount due to the Member under the Contract or any other contract or agreement between T4D and the Member, including deducting the amount owed from the Membership deposit or the annual return payable by T4D in accordance with Part 3, Condition 2.

PART 6 - DATA PROTECTION AND CONFIDENTIALITY

1 Data Protection

1.1 Terms and expressions used in this Condition 1 shall have the meaning assigned to them in the Data Protection Act 1998 (‘the DPA’) unless otherwise stated;

1.2 T4D shall at all times comply (and shall ensure that all T4D employees at all times comply) with the DPA, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other relevant law and code of practice relating to data protection in the course of performing its obligations in accordance with the Contract;

1.3 T4D acknowledges and agrees that for the purposes of the DPA, T4D is the data controller of any Personal Data;

1.4 T4D shall:

1.4.1 not collect, process or disclose Personal Data under any circumstances except to the extent strictly necessary to perform its obligations in accordance with the Contract;

1.4.2 promptly carry out any request from the Member requiring T4D to amend, transfer, delete or securely dispose of the Member’s Personal Data or any part of it; and

1.4.3 take appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, and against accidental loss or destruction of, or damage to, Personal Data. These measures must ensure a level of security appropriate to the nature of the Personal Data and the harm which might result from any authorised or unlawful processing, accidental loss, damage or destruction of that Personal Data;

1.5 T4D shall remain the sole owner of the Personal Data together with all Intellectual Property rights in the Personal Data and any compilation of the Personal Data;

1.6 T4D shall ( except for exercising its rights and performing its obligations in accordance with the Contract), keep confidential and not divulge to any third party any Personal Data of the Member(whether oral, written or recorded or disclosed in any other form, and whether disclosed on, before or after the Commencement Date) without the Member’s prior written consent, unless required to do so by a legal enforcement authority;

1.7 T4D shall not transfer any Personal Data to, or permit any Personal Data to be accessed from, a location outside of the UK without the prior written consent of the Member;

1.8 T4D shall ensure that all of its employees having access to any Personal Data:

1.8.1 are informed of and understand the confidentiality of the Personal Data;

1.8.2 have undertaken appropriate training in the handling and protection of Personal Data; and

1.8.3 are aware both of T4D’s duties and obligations and their personal duties and obligations under the DPA and the Contract;

1.9 T4D shall take all reasonable steps to ensure the reliability of all employees who have access to any Personal Data;

1.10 T4D shall maintain proper records of all training undertaken by employees with regard to the DPA.

1.11 On termination of the Contract in accordance with the Conditions, T4D shall immediately cease to use or process any Personal Data unless agreed otherwise with the Member;

1.12 T4D shall not retain (and will ensure that its employees do not retain) any copy of any part of the Personal Data, in any form or media.

2 Confidentiality

2.1 T4D shall keep confidential the System and the contents of the Contract. T4D shall also keep confidential all Confidential Information obtained in the course of performing its obligations in accordance with the Contract and shall not disclose such information to any person (except where necessary for the purposes of the Contract to T4D’s employees), but this Condition 2.1 shall not extend to information which:

2.1.1 was rightfully in the possession of T4D before the Commencement Date and in respect of which T4D is not subject to any other obligation of confidentiality to the Member;

2.1.2 is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Condition 2.1); or

2.1.3 is required to be disclosed by law or any governmental or regulatory body;

2.2 T4D shall ensure that its employees are aware of and comply with this Condition 2;

2.3 T4D shall not make any unauthorised use of Official Information;

2.4 T4D shall be free to disclose Official Information if requested by the police in accordance with the Proceeds of Crime Act 2002 or the Police and Criminal Evidence Act 1984;

2.5 On the Member’s request, T4D must return all Confidential Information in any format to the Member or it must be securely disposed.

PART 7 – INTELLECTUAL PROPERTY RIGHTS

1 T4D Intellectual Property Rights

1.1 Nothing in the Contract shall be construed as granting to the Member any licence under and Intellectual Property Rights of T4D other than for the Member to use the Watch in accordance with Part 3, Condition 1.

PART 8 – TRANSFER OF CONTRACT AND NOTICES TO AMEND

1 No Transfer of the Contract

The Member shall not transfer, assign, charge, subcontract Or otherwise deal with the Contract in any way.

2 Notices to Amend

2.1 In addition to any other rights in the Contract, T4D may amend the Conditions of the Contract at any time providing it has given a Notice to Amend to the Member. Notwithstanding the foregoing, T4D reserves the right to amend the Contract on a shorter period of notice to the Member if such amendment is being made to comply with any statutory or regulatory requirement, and shorter notice is necessary to comply with that requirement. The Member may, notwithstanding Part 5, Condition 1.1, terminate the Contract by giving 3 months’ written notice to T4D within 1 month of receipt of a Notice to Amend, subject to Part 5, Condition 2 and Condition 3.

PART 9 – MISCELLANEOUS

1 Notices

1.1 Unless otherwise specified in the Contract, any notice to be given in respect of the Contract shall be in writing and may be delivered personally by hand or posted by prepaid special delivery post addressed to T4D or the Member as appropriate at:

in the case of T4D:Time 4 Diamonds DMCC LTD (09702973), 1 st Floor, 3 More London Place, London, SE1 2RE ;

1.1.1 in the case of the Member, the address specified in the preamble to the Contract; or

1.1.2 such other address as the relevant Party may have notified to the other in writing. 2 Interpretation

2.1 In the Contract unless the context requires otherwise a reference to a statutory provision is a reference to that provision as amended, consolidated, extended or reenacted from time to time (whether before or after the date of the Contract) and to any subordinate legislation made under it.

3 Choice of Law and Jurisdiction

3.1 The Contract shall be governed and construed according to the law of England and the Parties agree to submit to the exclusive jurisdiction of the English Courts.

4 Third Party Rights

4.1 No third party is entitled to the benefit of this Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

5 Money Laundering Legislation

2.2 T4D is required to comply with anti­money laundering legislation and the Member must provide T4D with any information (including proof of identity or income) T4D requires and requests before the Commencement Date. Failure by the Member to provide T4D with the requested information will constitute a material breach of the Contract and the Contract will be terminated immediately in accordance with Part 5, Condition 1.2.1.

6 General

6.1 If any provision of the Contract is invalid, illegal or incapable of being enforced by reason of any rule of law or by decision of a court in England of competent jurisdiction, that provision shall be severed; all other provisions of the Contract shall remain in full force and effect. If the term would be valid if part of the wording was deleted then the term(s) shall apply with the minimum modifications necessary to make them valid and effective.

6.2 No failure or delay by T4D in requiring performance by the Member of any provision of the Contract shall affect the right of T4D to enforce such provision. The waiver by T4D of any breach of any term of the Contract shall not be taken or held to be a waiver of any further breach of the same or other term.



T4D and the Member hereby agree to the Conditions of the Contract and enter into the Contract as defined above.