XP Membership Agreement
MEMBERSHIP AGREEMENT
This Membership Agreement ("Agreement") is entered into between:
Member Name: __________________________________________________ Email Address: _______________________________________ Member Address: _____________________________________ City/State: __________________________ Country: ____________________ Member Passport Number: _____________________________ Issuing Country: _________________________ Expiry Date: ______________ (Hereinafter referred to as the "Member" “Beneficiary” or "You")
and
Beyond Lifestyle Srl, a Romanian Company with VAT No. RO46813745 and Registration No. J40/17913/2022, having its registered address at Splaiul Unirii 96, Bucharest, Romania, represented by Ramona Chiriac - Manager, hereinafter referred to as "Beyond Lifestyle" “Provider” or "We."
WHEREAS the Provider has experience in the administration of member clubs, as well as in the provision of services in the field of concierge/personalized lifestyle & travel assistance, in the form of an annual subscription which is the subject of this Contract, WHEREAS the Provider has the necessary knowledge, resources and experience, is willing and ready to provide the services that are the subject of this Contract, assuming their proper execution,
WHEREAS the Beneficiary wants to be part of the club that the provider manages and agrees with the provisions of this Contract to benefit from the services offered by the Provider,
WHEREAS the Beneficiary wants to be part of the club that the provider manages and agrees with the provisions of this Contract to benefit from the services offered by the Provider,
WHEREAS the Beneficiary agrees in this sense to the contractual conditions,
THEREFORE, in consideration of their unfettered will and thus consenting to the said premises and clauses of this Agreement, as detailed below, the Parties agree as follows:
1 – Definitions
1.1. Definitions:
In this Agreement, the terms below shall have the following meanings, unless otherwise stated:
"Case of Force Majeure" means any unforeseeable and insurmountable event not caused by a Party and which is beyond the control of the Parties, including (but not limited to) (i) any act of fortuitous act, natural disaster, general strike, insurrection, war, terrorist attack or disturbance civil or (ii) any other similar event having the effect of preventing one or both Parties from fulfilling their obligations hereunder. A Force Majeure Event exists for the entire period in which its effects persist and affect the respective Party;
"Framework contract for the provision of services" means this service framework contract,
"Provider" has the meaning assigned to it in the preamble of this Agreement;
"Services of the Provider" means the services to be provided by the Provider in consideration and realization of the object and purpose of the Contract, as described in Article 2 below;
"Beneficiary" has the meaning assigned to it in the preamble of this Agreement;
"Member / The Member" has the same/identical meaning as that of the beneficiary assigned to it in the preamble of this Agreement
"Travel Concierge or/and The Butler Service" defines the service that maintains the relationship with the beneficiary, supports him in all his requests, offers the services that are the subject of this contract;
"Activating Subscription" defines the moment when the beneficiary receives the activation email/message.
"Subscription" is valid for a period of 365 days.
"Partner / External Partner / Supplier" involves a third party that offers certain services and lets the provider act as an intermediary between the third party and the member.
"Surcharge" the quality of the third party participant on the final execution of the services offered by the Provider of this contract is defined. "Intermediate" services offered in exchange for another benefit.
"Legal requirements" means all present and future laws, regulations, administrative decisions, etc., and the mandatory technical norms imposed by any competent Romanian or international authority;
"Part" has the meaning assigned to it in the preamble of this Agreement;
"Period” has the meaning assigned to it in Article 3.1 below;
"V.A.T" shall mean Value Added Tax and any tax applied thereto or any similar tax replacing it. Most travel services do not have V.A.T.
1.2 Interpretation. In order to interpret this Agreement, the following rules will apply:
1.2.1 any reference to a "person" shall be construed as a reference to any natural person, legal person, entity (company, corporation and any other entity in any jurisdiction), including association (with or without legal personality);
1.2.2 any reference to a "working day" shall be interpreted as a reference to any day (except Saturdays, Sundays and national holidays) on which banks are normally open in Romania;
1.2.3 any reference to a "day" or number of "days" not expressly qualified as a business day or days shall be construed as a reference to a calendar day or number of calendar days; if any action is to be taken or any filing or notice is to be made on or by a certain calendar day and that day is not a business day, that action shall be taken or filing shall be made on the next business day ;
1.2.4 any reference to the words "include" or "including" shall be read as if followed by the phrase "not limited to" or "among others";
1.2.5 unless it results otherwise from the context, any word in the singular will also include the plural and vice versa;
1.2.6 unless it would appear otherwise from the context, any word used in the masculine will also include the feminine and vice versa;
1.2.7 unless it results otherwise from the context, any reference to normative acts and legal regulations will be interpreted as a reference including their subsequent modifications;
1.2.8 unless the context indicates otherwise, any reference to any contract or any other document shall be construed as a reference to that contract and/or document as amended;
1.2.9 the titles and the structure of the articles of this Agreement, have only an indicative role and will not affect the meaning or interpretation of this Agreement.
2. Membership Description
Beyond Lifestyle is a primarily yearly membership-based travel agency and concierge service, granting Members complimentary access to the travel concierge. Please note that all travel concierge services provided are chargeable and include only the following:
2.1 Member Services offered by the Travel Concierge or/and The Butler Service in this contract:
- Worldwide Dining & Nightlife Reservations
- Tailored travel itinerary planning based on member personal preferences (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Commercial Flight Bookings, including Check-in handling (Ticket/Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable, Luggage/Baggage Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered that the ticket does not include any complimentary luggage/baggage).
- Luxury Hotels & Resorts Bookings with on-the-go adjustments (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Local Activities suggestions when the member is on a trip booked by us (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Chauffeur Bookings in 50+ Countries (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Yachts, Cruises and Speedboat Bookings (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Private Jets & Helicopters (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Luxury Car Rentals (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Meet & Greet Airport Services (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- Villa Bookings (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
- And any other travel-type service requested by the member (Booking Conditions will normally be presented to the member for each offer; however, if they are not presented, it is considered non-refundable and non-modifiable).
2.2 These are offered to the beneficiary by contacting the Travel Concierge Service or/and The Butler Service, which in turn will only handle the transmission of information between the beneficiary and the external partner (such as an airlines/hotel/travel provider/restaurant). Any type of obligation on this service is directly between the beneficiary and the external partner that provides the service, for example, the airlines is the one in charge of transporting the passenger from Point A to Point B. The provider only assumes the position of an intermediary of information and does not assume any kind of responsibility for any type of problem arising after contracting the services.
2.3 In order to carry out this Agreement, which establishes the framework of the collaboration between the two Parties, the provider informs and the beneficiary accepts the following conditions;
2.3.1 The Provider will perform the Services both at the headquarters or specified in the preamble of this Contract, as well as in any other place in Romania or abroad.
2.3.2 The provider has the right to cancel or withdraw the beneficiary's subscription and the benefits/services that accompany it, if the beneficiary does not pay all his debts to the provider's company, as well as when he requests additional services against cost that were invoiced by to the provider directly to the beneficiary, within 15 days from their execution, with the consequence of obliging the beneficiary to pay penalties in the amount of 2%/day of delay from the total amount due, until the full balance is paid.
2.3.3 The Provider will perform the services described in Article 2.1, within the limit of a number of 5 requests per stay booked through XP Beyond, following that for requests that exceed this limit, additional costs will be charged.
2.3.4 At the request of the beneficiary, the provider may accept the provision of other services that are not described in article 2.1, in accordance with its availability, against a remuneration that it will transmit to the beneficiary at the time of such request. Any type of obligations on these services are directly between the beneficiary and the external partner that provides the service/services. The provider only assumes the position of intermediary of the information and does not assume any kind of responsibility for any type of problem arising after contracting these services from the provider's external partners.
2.3.5 In the provision of services by the Provider, any request made by the Beneficiary can only be honored if it is initiated by the latter in a timely manner, so that the Provider has the opportunity to take the necessary steps in order to achieve the requested objective, related to the Partner's availability in the reference period;
3. Payment
3.1 Membership Period and Payment
- Membership is provided on an annual basis (365 days from the moment the contract is signed, or the first payment is made, whichever sooner) and payable monthly or annually with a 20% discount, payable in full at the start of the membership. The membership fee is non- refundable. The membership will extend automatically for an equivalent period, if not cancelled at any time by the provider or at least 25 days in advance of the planned expiration date by the member.
- The monthly membership fee is 125€ + Taxes (19%) per month. Payments shall be made via credit/debit card online through our secure payment processor. If the member is based in Romania, payment will be made in LEI at the National Exchange Rate +2%.
3.2 General & Other Payments/Costs
- In case of errors or discrepancies in the content of the invoice, the Provider will immediately notify the Member and perform the rectification of the invoice. The member accepts that payment or payment differences could be due based on the new invoice.
- If the beneficiary will expressly request the provision of other services that are not listed in Article 2 and for which additional costs will be charged, these will be agreed by the Parties through the following means; in writing to any email address that ends @xpbeyond.com / @beyondclub.ro, by message/whatsapp on one of the lines dedicated to club members +40727775953/+40726590037 or by phone on the registered line dedicated to members +40319980.
4. Privacy and Data Protection (GDPR Compliance)
4.1 Data Collection: Beyond Lifestyle collects personal data from Members to provide tailored travel and concierge services. The data collected may include but is not limited to: Full Names, Member Appearances/Photos, Passport Photos, ID Photos, Email Addresses, Phone Numbers, Personal ID Numbers, Credit Card Information, Personal Numbers (e.g., Frequent Flyer Cards), Height, Preferred Airplane Meals & Age
4.2 Data Usage: Beyond Lifestyle processes personal data for purposes including but not limited to tailored travel itinerary planning, flight and hotel bookings, local activity suggestions, chauffeur and vehicle bookings, yacht and cruise bookings, luxury car rentals, meet & greet airport services, villa bookings, and any other service requested by the Member.
4.3 Data Sharing: The Company may share personal information with specific providers/suppliers who assist in delivering the services. These providers include, but are not limited to: Trengo, Monday.com, Booking.com, Amadeus, Magic Holiday, Symphony Hub, Go Global, Travel Brands SA, Microsoft (Outlook), Local hotels/Direct Airlines Bookings
4.4 Data Protection: Beyond Lifestyle is committed to safeguarding personal data and employs appropriate security measures to protect it against unauthorized access, disclosure, alteration, and destruction. This includes encryption, access controls, and regular security assessments.
4.5 Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected. Beyond Lifestyle will periodically review and securely dispose of data when it is no longer needed.
4.6 Data Subject Rights: Members have the following rights regarding their personal data: - Right to access: Members can request access to their personal data. - Right to rectification: Members can request corrections to their personal data. - Right to erasure: Members can request the deletion of their data under certain circumstances. - Right to restrict processing: Members can request limitations on data processing. - Right to data portability: Members can request their data in a structured, machine-readable format. - Right to object: Members can object to the processing of their data. - Right not to be subject to automated decision-making.
4.7 Consent: Beyond Lifestyle will obtain explicit consent from Members before collecting and processing their personal data for any purpose. 4.8 Data Protection Officer: The Company has appointed a Data Protection Officer (DPO) responsible for ensuring GDPR compliance. The DPO can be reached at legal@beyondclub.ro/xpbeyond.com.
4.9 Breach Notification: In the event of a data breach, the Company will notify the affected individuals and relevant authorities as required by law.
4.10 Review and Update: This GDPR Policy will be reviewed and updated regularly to reflect changes in regulations, technology, and business practices.
5. Rights and Obligations
5.1 Beyond Lifestyle's Rights and Obligations
Beyond Lifestyle will make reasonable efforts to provide the services described in this Agreement on time and at the highest ethical and professional standards. However, we do not guarantee the availability or quality of services provided by third-party vendors. Beyond Lifestyle will make available to the beneficiary the benefits/services defined in Article 2 of this contract in no more than 7 days from the moment of the first accepted payment.
5.2 Member's Rights and Obligations
The Member has the right to request and receive the services detailed in this Agreement. The Member agrees to pay for these services promptly and to comply with all applicable laws and regulations. The beneficiary undertakes to make available to the Provider all the documents and information requested by him in order to fulfil in good conditions the obligations that the Provider has assumed according to this Contract; The beneficiary undertakes not to hold the Provider or Consultants/Collaborators responsible, regardless of the circumstances, for the information provided/contained/omitted and/or for the consequences that do not meet the expectations of the beneficiary as a result of the advice or possible recommendations expressly requested by him, offered by the provider within the services offered throughout the duration of this Contract. The beneficiary undertakes not to hold the Provider or Consultants/Collaborators liable for damages caused to him, arising as a result of improper use of the services/benefits defined in Article 2 of this contract, regardless of their nature; The beneficiary undertakes to give the Provider the irrevocable right to act/sign on behalf of/representing the beneficiary, based on the instructions sent by him on any agreed communication channel and assume responsibility for those requested, without the provider being held responsible in any way. At the same time, the provider has the right to sign/pay/reserve/schedule any activity/service requested by the beneficiary, on his behalf, at his express request, for which the beneficiary has given his consent in advance and accepted the responsibility to pay the consideration for the services /invoices. The beneficiary undertakes to comprehend that this subscription is non-refundable and cannot be returned/exchanged. The beneficiary undertakes to acknowledge that this membership cannot be subject to a transfer of rights, is nominal and non-transferable;
6. Assignment
The parties agree that none of them can assign, novate or dispose in any other way of any of their rights and/or obligations resulting from this Agreement to any third party, without the express prior consent of the other Party, expressed in writing.
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7. Declarations and Guarantees
7.1 The provider declares:
- that it is a Romanian limited liability company established according to Romanian legislation.
- that it has full power and authority to sign and perform its obligations under this Agreement, and the persons signing this Agreement on behalf of the Provider are authorized to sign this Agreement.
- this Agreement constitutes the legal, valid and consented obligation of the Provider, generally capable of being enforced in accordance with its limits.
- it has all approvals and authorizations necessary to properly perform the Services and all and any obligations assumed under this Agreement. In the event that it will be necessary to obtain any approval/authorization, the Provider undertakes to obtain it in compliance with the terms and conditions provided by the Legal Requirements in force at that time.
- that signing this Contract and fulfilling the obligations based on this Contract will not result in violations (i) of the Legal Requirements or contained in orders or court rulings applicable to the Provider or (ii) of the provisions contained in the constitutive acts of the Provider or in the decisions of the management bodies of the Provider.
7.2 The beneficiary declares:
- that it has full powers to sign this Agreement and perform its obligations hereunder.
- that this Contract constitutes the legal, valid and consented obligation of the Beneficiary, generally capable of being enforced in accordance with its limits.
- that signing this Contract and fulfilling the obligations based on this Contract will not result in violations (i) of the Legal Requirements or contained in orders or court rulings applicable to the Beneficiary or (ii) of the provisions contained in the constitutive acts of the Beneficiary or in the decisions of the Beneficiary's governing bodies.
8. Limitation of liability
Except as otherwise agreed in writing by the Parties, neither Party shall be liable to the other Party for any direct or indirect loss or damage in connection with the performance of this Agreement, including but not limited to reductions or losses of profit, reduction or loss of ability to provide services or interruption of activity. The provider is not responsible for the quality of the services provided by the Partners or for their fault for the non-execution or improper execution of their own obligations, with regard to the services offered.
9. Termination of the contract
9.1. This Agreement terminates in the following situations:
9.1.1. at the expiration of the duration of the Contract (with the appropriate application of the provisions of Article 3.1 above);
9.1.2. by mutual written agreement of the Parties, on the date thus established by the Parties;
9.1.3. by unilateral denunciation by either Party, after prior written notification sent to the other Party, at least 45 days before the date of completion of the contractual period, according to Article 4.2;
9.2. The termination of this Agreement will not have any effect on the obligations already due between the Parties.
9.3. In the event of the termination of contractual relations by termination, the Beneficiary cannot claim the return of the amounts paid under this Agreement, except if this is decided by one of Bucharest’s courts.
10. Confidentiality and Intellectual Property
10.1 Confidentiality, each party:
10.1.1 Agrees to treat Confidential Information as secret and confidential; and for the entire period of this Agreement and for 1 (one) year after the termination of the Agreement, not to disclose, not to allow any person to disclose or use (except when they are necessary for the execution of this Agreement) or to allows the use, sale, publication of any Confidential Information disclosed by the other Party in the execution of this Agreement, except in cases where the other Party gives its express written consent in this regard.
10.1.2 Expressly acknowledges that the disclosure made by the other Party only gives it a limited right to use the information only for the purpose of executing the Contract.
10.1.3 Expressly acknowledges that The confidentiality obligation will not apply to information that:
- is already known by the Party before receiving it from the other Party and is not subject to any other confidentiality obligation;
- is known in the public domain or becomes known to the public otherwise than by violating the obligations assumed by this Agreement;
- is independently obtained from a third party that has no legal obligation to prohibit such disclosure.
10.1.4 Understands and accepts the fact that the violation of the obligation of confidentiality assumed according to this Agreement is likely to cause particularly serious damages for both Parties. In addition to the reparations that the at-fault Party may be obliged to give to the other Party for the damages caused, the at-fault Party will owe the other Party interest damages in an amount equal to the equivalent of the Contract price, for each case of breach of the obligation of confidentiality.
10.1.5 Agrees that any disclosure of personal data under the conditions set out above, respectively if a Party is authorized based on its contractual obligations to disclose the data to third parties or has obtained prior written approval from the other Party, the Party will disclose strictly those personal data that it was authorized to disclose, in compliance with the legal provisions.
10.1.6 Agrees that each Party shall notify the other Party by e-mail of any accidental, unauthorized or illegal loss, destruction, modification, disclosure or access to personal data as soon as possible.
10.1.7 Each Party will use the personal data that is disclosed to it by the other Party and/or to which it has access during the execution of the Contract only for the purposes and methods established by the Party that discloses it and communicated by it, as the case may be.
10.2 Intellectual Property:
10.2.1. The Beneficiary declares and guarantees that all and any documentation made available to the Provider to solve the requests sent to him does not violate any legal provision in force in Romania or internationally or an intellectual property right (e.g. patents, names, registered trademarks, etc.) belonging to a third party.
10.2.2. The Beneficiary undertakes not to use any of the information and/or data provided by the Provider for purposes other than those envisaged by this Agreement, without the prior written consent of the latter, otherwise the Beneficiary will owe and pay the Provider damages
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interest in amount equal to the equivalent of the Contract price as provided in the Contract, for each case of breach.
11. Case of Force Majeure
11.1. Disclaimer. The parties will be exempt from their obligations under this Agreement to the extent that their non-fulfilment is the result of the occurrence or effects of a Force Majeure Event for the entire period that the Force Majeure Event or its effects last. However, the parties will continue to fulfill all their other obligations, including those of payment for the amounts collected up to the date of notification, and for those not affected by the Force Majeure Event.
11.2. Force majeure must be ascertained by a competent authority.
11.3. Notices. The Party invoking a Force Majeure Event has the obligation to notify the other Party in writing as soon as possible and completely about its occurrence and to take any measures at their disposal, in order to limit the consequences.
11.4. This notice shall contain information regarding the nature of the Force Majeure Event and, to the extent possible, the estimate of the duration of the Event of Force Majeure and its effect on the ability of the Party invoking it to fulfill its obligations under this Agreement. Upon termination of a Force Majeure Event, the Party invoking it shall notify the other Party in writing as soon as possible of this termination.
12. Notices
12.1 Language. Mode of transmission. All notifications based on this Agreement will be made in English apart from travel offers to Romanian Citizens that will be written in Romanian, in writing, and will be sent by either Party to the other in one of the ways below:
- by personal delivery to the receiving Party or its representative
- by sending a registered letter with confirmation of receipt to the recipient Party
- by email members@beyondclub.ro/@xpbeyond.com travel@beyondclub.ro/@xpbeyond.com
- by phone on the registered phone line +40319980 dedicated to members or on whatsapp +40727775953 / +40726590037
12.2 Presumption of delivery. Any notice required to be given hereunder shall be deemed to have been given on the date stated on the delivery confirmation of the letter / the date of the proof of communication of the fax / e-mail /, as well as the time of the recorded telephone call.
12.3 Addresses. The notices will be sent to the addresses provided in the introductory part of this Agreement or, if there are changes, to the new address that was communicated in writing;
13. Miscellaneous
13.1. Any amount paid by the Beneficiary to the Provider will be considered paid on the date of crediting the Provider's bank account.
13.2. No reference in this Agreement to any specific right or remedy shall prevent the Provider or the Beneficiary from exercising any other right or taking any other course of action or maintaining any action to which the Provider or the Beneficiary, as the case may be, may be entitled otherwise according to law. The Provider's or Beneficiary's failure to strictly enforce the provisions of this Agreement shall not be construed as a waiver of the right of action in connection with a breach or acceptance of any subsequent breach.
13.3. This Contract is drawn up and signed in English.
13.4. The parties declare that: (i) they have become aware of and fully understand all the clauses of this Agreement, which were negotiated individually in good faith, and none of the clauses of this Agreement can be considered "standard clause" or unusual within the meaning of Art. 1202 C.Civ. and, respectively, 1023 C.civ. and (ii) expressly and unreservedly agrees to and accepts the content of each contractual clause contained in this Agreement.
13.5. This Agreement can only be modified by means of a written addendum, signed by both Parties.
13.6. If any provision of this Agreement is, to any extent, invalid or unenforceable, the remainder of this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law, and both Parties shall promptly agree on applicable substitute provisions that shall govern as possible to the same result.
14. Applicable Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Romania. Any disputes, differences or claims resulting from or in connection with this Agreement, including but not limited to its violation, termination, validity or interpretation, will be settled through amicable negotiations. If these negotiations are not successful within 15 calendar days from the date on which the dispute arises, it will be resolved through the arbitration of the Commercial Arbitration Court in Bucharest under the Chamber of Commerce and Industry of the City of Bucharest in accordance with the Arbitration Procedure Rules of this Court. The arbitral award is final, binding and enforceable.
15. Entire Agreement
This Agreement contains the entire understanding between Beyond Lifestyle and the Member concerning the subject matter herein and supersedes all prior agreements and understandings, whether oral or written.
Beyond Lifestyle Srl, represented by Ramona Chiriac - Manager Signature: __________________________
By signing this Agreement, you acknowledge that you have read, understood, and unequivocally agree to be bound by its terms and conditions.
Member Name: __________________________
Member's Signature: __________________________ Date: __________________________