1. AGREEMENT TO TERMS

These Terms and Conditions (the “Agreement” and/or “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Client”, the “Member”, “You” or “Your”) and Dear Innovations OU (the “Company”, “We”, “Us” or “Our”), concerning your access to and use of the Perfect.Live mobile application as well as any other media form, media channel, website or website related, linked, or otherwise connected thereto (collectively, the “App”). We are registered in Estonia and have Our registered office at Maakri 30, Tallinn, Harjumaa 10145. You agree that by accessing the App, You have read, understood, and agreed to be bound by the Agreement.

Supplemental terms and conditions or documents that may be posted on the App from time to time are hereby expressly incorporated herein by reference. We reserve the right, in Our sole discretion, to make changes or modifications to the Agreement from time to time. We will alert You about any changes by updating the “Last updated” date of the Agreement, and You waive any right to receive specific notice of each such change. Please ensure that You check the applicable Terms every time You use our App so that You understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by Your continued use of the App after the date such revised Terms are posted.

The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the App from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The App is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the App.

2. SERVICES

The Company provides lifestyle management services via access to the App and through other communication channels made available by the Company from time to time, including WhatsApp, telephone and email (the “Services”) upon Your registration and payment of Fees in accordance with the current Terms.

The Company may offer different membership tiers, including Legacy Membership and Dynasty Membership. The services, benefits, entitlements, limitations and authorised user rights applicable to each membership tier shall be communicated by the Company and may be amended from time to time. Any benefit not expressly included within the applicable membership tier shall be provided solely on a best-efforts basis.

The Services may include both reactive support and proactive support. Reactive support consists of requests initiated by the Member. Proactive support may include recommendations, reminders, opportunities, introductions, lifestyle suggestions and other initiatives proposed by the Company based on information available to the Company regarding the Member’s preferences and requirements. Proactive support is provided on a best-efforts basis only and may vary depending on the Member’s engagement, available information and operational circumstances.

3. REGISTRATION

For registration to get access to the Services (the “Access”) You are required to provide correct personal details: full name, mobile telephone number and email address in the sign-up registration form on the website or through the App (the “Waitlist”). Your responsibility to provide accurate information is a continuing obligation and You must notify the Company promptly if any information provided by You changes.

All personal details provided by You to Us will be collected and processed in accordance with our Privacy Policy. Access to the Services is through the authorized mobile phone number.

In the event Your application has been received, You will be invited to have a call with representatives of Our Company (the “Concierges”) to clarify Your expectations and preferences in relation to the Services. Depending on the applicable membership tier, You may also be assigned a dedicated Lifestyle Manager who will serve as Your primary relationship contact. Following such consultation, the Company may offer You a personalized package of services and benefits tailored to Your requirements (the “Subscription package”). The Company may replace, reassign or supplement any Lifestyle Manager at any time and reserves the right to provide Services through any member of its team in order to ensure continuity of service and 24/7 coverage.

Your application is subject to acceptance by the Company at its sole discretion, whereas the Company is under no obligation to disclose any reasons for rejecting any applications.

The Company will grant access to the Services as soon as possible following receipt of applicable Fees in accordance with the Subscription package. From time to time and within a limited period of advertising campaigns the Company may grant access to the Services free of charge (the “Free access”). In case You do not wish to continue with the Subscription package during Free access, You will no longer have access to the chat with Concierges upon termination of Free access; however, all Services purchased by You will stay available for unlimited period in the event calendar of the App.

You are entirely responsible for maintaining the confidentiality of the information You hold for your access to Services, and for all activity that occurs during Your access because of Your failing to keep this information secure and confidential.

The Services are intended for Your personal use, i.e., You may not use the Services on behalf of third parties, except to the extent expressly permitted under Your applicable membership tier and approved by the Company in writing. Memberships are personal and non-transferable and may not be assigned, transferred, sold or otherwise disposed of without the Company’s prior written consent.

You have to notify Us immediately at [email protected] in case of any unauthorized use of Your Access.

In case We find at Our sole discretion that there is a threat that You are engaging in any suspicious activity, You have provided inaccurate or incomplete information during the registration process or thereafter, You have violated the Agreement or it is necessary for security reasons, We may temporarily suspend Your Access until the cause for suspending Your Access has been eliminated; or if that cannot be eliminated or You refuse or fail to eliminate it, terminate the Agreement and block Your Access. You agree that We will not be liable to You or to any third party for termination of Your Access and/or the App because of any violation of the Agreement by You.

Access to and use of the Services may be extended to certain family members, assistants, representatives or other authorised users in accordance with the Member’s applicable membership tier and subject to the Company’s policies and approval procedures. Legacy Memberships may permit limited family usage as determined by the Company. Dynasty Memberships may permit authorised family members, personal assistants, family office representatives and other approved representatives to communicate with the Company on behalf of the Member, subject to prior verification and approval by the Company. The Member shall remain fully responsible and liable for all instructions, requests, authorisations, actions and omissions of any authorised user acting on the Member’s behalf.

4. FEES, PAYMENT TERMS AND RENEWALS

Access to and use of the Services is conditional on Your paying in full the annual fee (the “Annual Subscription Fee”) payable on Your registration for Access to the Services and annually thereafter (the “Renewal Date”) and joining fee payable by You to the Company upon Registration (the “Joining fee”), together the “Fees”.

The Fees constitute membership fees only and do not include any third-party costs, supplier fees or expenses, including without limitation travel, accommodation, transportation, dining, event tickets, entertainment, insurance, visas, taxes, gratuities or other third-party charges.

All such costs shall be payable solely by the Member unless expressly agreed otherwise in writing by the Company.

The Fees are non-refundable, except as expressly required by applicable law:

• The Company reserves the right to cancel, suspend or restrict Your Access to the Services in accordance with these Terms, without any obligation to refund any Fees paid, including any unused portion of the Annual Subscription Fee. Such cancellation, suspension or restriction may occur, at the Company’s sole discretion, for example, where You engage in misconduct or inappropriate behaviour, misuse the Services, breach these Terms, fail to make any payment when due, provide inaccurate or misleading information, violate applicable law, or engage in any other conduct that may adversely affect the Company, its personnel, other members or third parties.
• The Joining fee is non-refundable in all circumstances.
• For the avoidance of doubt, no refund shall be payable in respect of any period during which the Services were available to You but were not used by You.
• No refund shall be payable where the termination, suspension or restriction of access results from Your breach of this Agreement, misconduct, non-payment, provision of inaccurate information or violation of applicable law.
• Any refund expressly required by applicable law shall be processed using the original payment method and only to the person or entity that originally paid the applicable Fees.

You will pay Us the Fees prior to each subscription period as specified in Your Subscription Plan. Access to the Services is valid for 12 calendar months from the date when it is granted or renewed (the “Subscription Period”) and will be renewed automatically upon expiry of a Subscription Period unless You contact the Company in written form to request the deletion of Your Access, at least 30 days prior to the end of the relevant Subscription Period. In case of renewal of the Subscription period the Annual Subscription Fee must be paid prior to renewal.

Our Fees may vary from time to time. If the Annual Subscription Fee varies from one Subscription Period to another, We will inform You of the change at least 30 days before the expiry of Your Subscription Period.

We reserve the right to refuse to renew Access to the Services in Our sole discretion and for any reason. We are under no obligation to provide reasons for Our acceptance or refusal of any application or renewal. We reserve the right to refuse to provide the Services should any payment due under the Agreement not be received.

We use the third-party payment processors, Stripe and Checkout, to process card payments.

Checkout’s terms of service can be found here, and its privacy policy can be found here. Stripe’s terms of service can be found here, and its privacy policy can be found here. By accepting Our Terms, You are consenting to Checkout’s and/or Stripe’s (as applicable) use of your personal data as set out in their privacy policies. You should read Checkout’s and/or Stripe’s terms of business and privacy policies carefully and check that You are comfortable with them before making any card payments. We have no responsibility or liability for third-party payment processors, or for their terms of service or privacy policies.

You warrant that You have all necessary authorisations to use the payment cards whose details You provide.

5. SUPPLY OF SERVICES

The Company will supply the Services to You during the Subscription period in accordance with Your request placed in the respective chat of the App for the Company to arrange the supply of goods and/or Services from a third party on Your behalf (the “Request”). The Company may engage various suppliers on behalf of and as agent for You to provide goods and/or services (the “Supplier”). The Company acts solely as a facilitator, intermediary and coordinator of third-party services and does not own, operate, manage or control any Supplier. Any instruction, request, approval or confirmation received from the Member or an authorised user through the App, WhatsApp, email, telephone or any other communication channel approved by the Company shall constitute valid authority for the Company to act on the Member’s behalf, including arranging reservations, bookings, purchases and third-party services. The Company may rely upon such instructions without further verification unless it reasonably considers additional verification necessary. You acknowledge that the agreement for the supply of services/goods is concluded between You and the Supplier, that the Supplier is solely responsible for the provision of such goods and services, the Company acts as an agent for the Supplier and, unless expressly provided otherwise, You may resort to legal remedies in case of non-performance in relation to the Supplier.

The Services will be provided according to the Request in case in the sole discretion of the Company it does not violate any applicable legal regulations and/or regulations or safety requirements. The Company reserves the right to withdraw any of the Services and/or to refuse to accept any Requests at its sole discretion. If a Request for a specific service is not available, the Company may offer You an alternative service or goods with similar description and standard.

Supplier availability is determined solely by the relevant Supplier and may change at any time without notice. The Company does not guarantee the availability of any Supplier, venue, reservation, event, experience, accommodation, transportation provider or other third-party service.

The Company will make reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of any Services.

Payment for all goods and Services shall be due immediately upon acceptance of the order by the relevant Supplier. The Company may require advance payment, pre-authorisation, deposits or security for any Request and may decline to proceed until such amounts have been received. The Member shall remain solely responsible for all Supplier charges, cancellation fees, penalties, taxes and related expenses unless expressly agreed otherwise in writing by the Company.

Suppliers are responsible for providing You with the services You Request us to order on your behalf from time to time. The Company will communicate with Suppliers on Your behalf unless it is more appropriate for You to contact the Supplier directly. Suppliers may impose their own terms and conditions which, in every case, apply to the supply of goods and/or services by that Supplier to You, and such terms and conditions shall be binding upon You at the time of order.

Restaurants / clubs:

1. When You use the restaurant booking service, You will pay any deposit required by the particular restaurant via the means of payment available on the App.
2. When You use the restaurant booking service You agree that when You cancel a restaurant booking You are under obligation to cancel the restaurant reservation in accordance with this particular restaurant’s terms and conditions. In case You fail to do so You shall not be entitled to any refund of any monies paid to secure the booking including the return of any booking deposit.
3. The Company reserves the right to deny restaurant requests from Clients if Clients continuously violate cancellation policies.

Admission of Clients to any club premises is always at the sole discretion of the club Supplier and the Company shall have no liability where a Client is refused admission to a club.

Tickets:

1. Company may be able to obtain so-called best tickets for You in relation to sold-out events through one of its ticket agent partners. Please note that by instructing the Company to obtain such tickets on Your behalf You are agreeing to purchase tickets above initial value and the total cost may include a service charge to the Company in respect of Our provision of services to obtain the seats for You. The Company is not the seller of the tickets and is not responsible for fulfillment of Your order. The tickets’ seller (the “Tickets’ seller”) shall have their own terms and conditions and no refunds shall be issued after the purchase of the tickets has been made. The Company shall not be able to provide You with any refund or obtain any such refund on Your behalf.
2. In the event of a show being cancelled directly by the artist and/or its promoter, it may be possible to obtain a refund of the initial value of the relevant tickets in accordance with the terms and conditions of the Tickets’ seller.
3. The Company or its partner will dispatch your tickets through delivery companies at standard rates, whereas the Company shall not be liable for any failure by delivery companies to deliver Your tickets.

If Company’s performance of any of its obligations under the Agreement is non-performed by reason of Your non-performing obligations arising from applicable agreements (“Your Default”):

• The Company shall, without limiting its other rights or remedies, have the right to suspend the performance of the Services until You cure the non-performance.
• The Company shall not be liable for any costs or losses incurred by You arising directly or indirectly from Company’s failure or delay to perform any of its obligations; and
• You must reimburse the Company on written demand for any costs or losses incurred by the Company arising directly or indirectly from Your Default.

All reservations, upgrades, access requests, waitlist requests, sold-out event requests, special arrangements and similar requests are accepted and processed on a best-efforts basis only. The Company does not guarantee that any Request will result in any commercial, personal, lifestyle, networking, business or other benefit to the Member.

The Company does not guarantee successful fulfillment of any Request, including reservations, upgrades, preferred seating, sold-out event access, VIP access, invitations, preferred rates or any other specific outcome requested by the Member.

The Company aims to respond to Member requests as quickly as reasonably practicable, with priority given to urgent and time-sensitive matters. Any response times communicated by the Company are targets only and shall not constitute service level commitments, guarantees or warranties.

The Company reserves the right to refuse, decline, cancel or cease acting upon any Request that, in its reasonable opinion, may expose the Company, its personnel, Suppliers or any third party to legal, regulatory, reputational, operational or security risks.

The Company may engage affiliates, subcontractors, agents and third-party service providers in connection with the performance of the Services.

6. LIMITATION OF LIABILITY, INDEMNITY

You are fully responsible for the due performance of Your obligations under the Agreement and must compensate Us all damages caused by the non-performance or unsatisfactory performance of Your obligations.

The Company shall not be liable to the Client for any indirect, consequential, incidental, special, exemplary or punitive damages, loss of business, loss of opportunity, loss of goodwill, reputational damage, loss of anticipated savings, loss of revenue, loss of contracts, loss of data, or loss of profits or any non-patrimonial damages, charges or expenses arising under or in connection with Access to the Services and the Company’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement shall be limited to the total value of the Annual Subscription Fee paid by the Member during the twelve (12) months preceding the event giving rise to the claim.

The Company shall not be liable for any act, omission, negligence, insolvency, cancellation, overbooking, delay, refusal of service, bankruptcy or default of any Supplier or any third party.

Your contract for the supply of products or services is made with the relevant Supplier only. The Company acts as an agent for the Supplier and, unless expressly provided otherwise, all your rights and remedies are against the Supplier. You acknowledge that any contract entered into by You with any Supplier is an independent contract. The Company hereby disclaims any and all liability for any act or omission of any Supplier or any loss incurred by You as a result of any act or omission of a Supplier whether or not arranged through the Company. The Company shall have no liability to You for any loss, damage, costs, expenses or other claims for compensation arising from Requests or any instructions supplied by You which are incomplete, incorrect or inaccurate or arising from their late arrival or non-arrival. The Company shall not be liable to You or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond Company’s reasonable control.

To the fullest extent permitted by applicable law, You agree to indemnify, hold harmless and defend the Company, its affiliates, directors, shareholders, officers, employees, contractors, consultants, agents, clients and partners from any demands, loss, liability, claims or expenses (including legal fees on a full indemnity basis), made against the Company or any indemnified party by any and all third-party claims and liabilities arising out of or relating to any breach of this Agreement by You; any instructions, information or authorisations provided by You; any dispute between You and any Supplier; any goods or services arranged, procured or facilitated by the Company on Your behalf; the acts or omissions of any authorised family member, personal assistant, representative or authorised user acting on Your behalf; Your violation of any applicable law, regulation or third-party rights.

You shall notify Us immediately of any matter which could result in any loss, claim, damage, expense, or liability subject to indemnification under this section. Such notification will not release You from Your indemnification duty. We reserve the right to exercise sole control over the defence, at Your expense, of any claim subject to indemnification under this section. The indemnity obligations set out in this section shall survive termination or expiry of this Agreement.

7. DISCLAIMER OF WARRANTIES

Except as expressly stated in this Agreement, the Services are provided on an “as available” and “as is” basis and the Company makes no representations, warranties or guarantees regarding availability, quality, suitability or outcomes of any Services or third-party services.

Without limiting the foregoing, the Company does not warrant that the App, website, communication channels, software, systems or technology used in connection with the Services will be uninterrupted, error-free, secure, free from defects, compatible with any particular device or operating system, or available at all times.

The Company shall not be liable for any interruption, downtime, outage, delay, system failure, cyber incident, data transmission failure, connectivity issue, software bug, maintenance activity or other technical issue affecting the App, website, communication channels or any third-party platform, service or infrastructure used in connection with the Services.

The Company further disclaims any responsibility for the acts, omissions, failures, delays or unavailability of internet service providers, telecommunications providers, payment processors, cloud service providers, technology vendors, Suppliers or any other third party on which the provision of the Services may depend.

To the fullest extent permitted by applicable law, all implied warranties, conditions and representations, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality and non-infringement, are expressly excluded.

8. FORCE MAJEURE

The Company shall not be liable for any delay, interruption or failure in performance resulting from events beyond its reasonable control, including acts of God, governmental actions, changes in law, travel restrictions, acts, omissions, delays, cancellations, failures or insolvency of any Supplier or other third party, labour disputes, pandemics, epidemics, cyber incidents, telecommunications failures, system outages, utility failures, interruptions to transportation networks, natural disasters, civil unrest, terrorism, war or any other circumstance beyond the Company’s reasonable control.

9. TERMINATION

By the Company:

This Agreement may be terminated or amended, and access to the Services restricted, at Our discretion, at any time, immediately without notice for any reason without liability to You, including (without limitation) in circumstances where:

1. We are required to do so by any binding order of a governmental authority;
2. We have reasonable grounds to suspect unauthorised or fraudulent use of the Services;
3. You are in delay with payment of the Fees or any other payments fallen due under the present Agreement and such delay has lasted at least five (5) days;
4. You have breached any other obligation of the Agreement and failed to remedy such breach within a reasonable time granted by Us;
5. another member You have recommended to Us is found to have committed a criminal offence or has otherwise used the Services for any unauthorised purpose.

By You:

You may terminate the Services immediately if:

1. We commit a material breach of the Agreement and fail to rectify such breach within fifteen (15) days after receipt of Your written notice requesting such rectification;
2. We have told You about an upcoming material change to the Services or the Agreement and You notify Us in writing that You do not agree with such change prior to such change coming into effect;
3. there is a risk that supply of the Services may be significantly delayed because of events outside Our control;
4. We have suspended supply of the Services for technical reasons, or notify You We are going to suspend them for technical reasons, in each case for a period of more than six (6) months.

On termination of the Agreement all rights granted to You in relation to the Services shall immediately come to an end.

The provisions relating to fees, payment obligations, third-party costs, limitations of liability, indemnities, dispute resolution, governing law, confidentiality and any provision intended by its nature to survive termination shall survive termination or expiry of this Agreement.

10. NOTICES

We may provide notices to You by posting them in the App, or by sending them to an email address that you have previously provided to Us.

11. COMPLAINTS AND SUPPORT

In case You have any complaints or require additional support, please contact Us by email at [email protected].

The Company aims to respond to Members’ requests, support enquiries and complaints as quickly as reasonably practicable, with priority given to urgent and time-sensitive matters. The time required to investigate and resolve any enquiry, request or complaint may vary depending on its nature, complexity, involvement of third-party suppliers and other relevant circumstances.

For the avoidance of doubt, any response or resolution times communicated by the Company are estimates only and shall not constitute a contractual commitment, service level agreement or warranty.

12. COOKIE POLICY

Our website may use cookies. Cookies are small text files placed on the browser or hard drive of Your computer, mobile, or other device when You visit a website. Cookies are widely used when providing online services and help to make websites work, or work more efficiently, as well as to provide information to the website owners. Cookies serve a variety of functions, for example, remembering user preferences, letting users navigate between pages efficiently and generally improving the user experience. Cookies are not used to personally identify You in any way, nor will they damage Your system or files.

We may use on Our website the strictly necessary cookies that enable You to log into secure areas of the website and cookies used by Our networking system, analytical cookies that collect information about how You use the website, advertising cookies, session cookies, persistent cookies and third-party cookies.

It is possible to tell Your browser to reject cookies for all sites or specific sites. Rejecting cookies is not, however, recommended, as cookies are intended to improve Your browsing experience. In order to reject or opt out of cookies You can either manually delete them or choose to permanently opt out from seeing advertisements matching Your interests.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia without regard to its principles and rules on conflict of laws.

Any dispute arising out of or in connection with this Agreement will be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in Tallinn on the basis of the regulation of the aforementioned Arbitration Court. The arbitral tribunal proceedings will be conducted in English. The arbitration will be held by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached, then by one arbitrator who is chosen by the Council of the Arbitration Court of the Estonian Chamber of Commerce and Industry.

Any claim under the Agreement must be brought within six (6) months after the cause of action arises, or such claim or cause of action is barred.