UNIQUE VILLAS COLLECTION LTD

Registered in England and Wales  ·  Company No. 15759075

ICO Registration No. ZB823986

TERMS AND CONDITIONS OF BUSINESS

Private Estate Management  ·  Private Travel Office  ·  Concierge Services

Effective date	1 January 2025
Replaces version	1 January 2026
Next review date	1 January 2027
Company	Unique Villas Collection Ltd
Company number	15759075 (England and Wales)
ICO registration	ZB823986 (UNQ Villas Collection LTD)
Governing law	Laws of England and Wales
Jurisdiction	Courts of England and Wales (London)
Legal enquiries	legal@uniquevillascollection.com

IMPORTANT — PLEASE READ CAREFULLY These Terms and Conditions of Business constitute a legally binding agreement between Unique Villas Collection Ltd and any person or entity engaging the Company’s services or accessing its website. They have been prepared in accordance with English law and are governed by the Laws of England and Wales. They supersede all prior versions. By engaging the Company’s services — whether as a Principal, an Owner or a professional advisor acting on behalf of either — you confirm that you have read, understood and agree to be bound by these Terms in their entirety. If you do not agree, you must not engage the Company’s services.

Part 1 — Definitions and Interpretation

1.1  In these Terms and Conditions of Business (“Terms”), unless the context otherwise requires, the following definitions apply:

Term	Definition
“the Company”	Unique Villas Collection Ltd, registered in England and Wales, Company Number 15759075, operating as a founder-led private office for UHNW families and family offices under the trading name Unique Villas Collection.
“Terms”	These Terms and Conditions of Business in their current version, together with any schedules, addenda or supplemental agreements executed between the relevant parties.
“Owner”	The legal owner, registered title holder, or duly authorised representative of a Property or Vessel offered for management, rental or other services through the Company.
“Principal” / “Client”	Any individual, family, family office, corporate entity or professional advisor engaging the Company’s Private Office, estate management or concierge services. References to “Guest” in any prior version of these Terms are replaced by “Principal” throughout.
“Property”	Any private residential estate, villa, apartment, island or other real property introduced or managed by the Company.
“Vessel”	Any superyacht, motor yacht, sailing yacht or other watercraft introduced, managed or chartered through the Company.
“Services”	All services provided by the Company, including but not limited to private estate management, private travel office and programme design, super yacht charter coordination, private aviation coordination, concierge services, real estate advisory services (including the identification and introduction of property acquisition opportunities, facilitation of property disposals, and arrangement of long-term rental transactions provided as introducer and advisor), and any ancillary services set out in a services agreement. All real estate activities are conducted in compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
“Services Agreement”	The formal written agreement between the Company and a Principal or Owner governing the provision of specific Services, which incorporates these Terms by reference.
“Introduction”	Any act by the Company — whether by written communication, oral recommendation, presentation, digital transmission or in-person meeting — by which the Company brings a Property, Vessel or Principal to the attention of another party for the first time.
“Commission”	The fee payable to the Company calculated as a percentage of the Gross Transaction Value as specified in the relevant Services Agreement or these Terms.
“Gross Transaction Value”	The total aggregate consideration payable in connection with a transaction, including rental charges, purchase price, charter fees or other sums as applicable, before deduction of any taxes, costs or third-party fees.
“Retainer Fee”	The non-refundable engagement fee payable by a Principal upon instruction of the Company’s bespoke planning services, as further described in Clause 5.
“Asset Integrity Protocol”	The Company’s proprietary operational framework governing the selection, vetting, security assessment and ongoing management of Properties and Vessels represented by the Company.
“UHNW”	Ultra-high-net-worth, referring to individuals or families with investable assets exceeding USD 30 million.
“the Site”	The website at uniquevillascollection.com and all associated subdomains.
“UK GDPR”	The UK General Data Protection Regulation, as retained in UK law by the European Union (Withdrawal) Act 2018 and supplemented by the Data Protection Act 2018.

1.2  References to Clauses are to clauses of these Terms. References to any statute or statutory provision include any subordinate legislation made under it and any amendment, re-enactment or replacement of it. The singular includes the plural and vice versa. Headings are for convenience only and do not affect interpretation.

1.3  These Terms are to be read in conjunction with the Company’s Privacy Policy, AML Policy, Data Protection Policy and Cookie Policy, all of which are published at uniquevillascollection.com and incorporated herein by reference.

Part 2 — Nature of Services and Capacity

Clause 2 — The Company’s role and capacity

2.1  The Company operates as a founder-led private office providing estate management, bespoke travel programme design, super yacht charter coordination, private aviation coordination, concierge services, and real estate advisory services to UHNW individuals and family offices. Real estate advisory services include the identification and introduction of property acquisition opportunities, facilitation of property disposals, and the arrangement of long-term rental transactions, all provided in the capacity of introducer and advisor. The Company is not a regulated estate agent within the meaning of the Estate Agents Act 1979, a conventional travel agency, or a public letting platform.

2.2  The Site operates across two distinct service tiers. In respect of Properties publicly listed for direct booking, a binding contract arises upon the Company’s issue of a written Booking Confirmation and receipt of the required Deposit in cleared funds, in accordance with the Booking and Cancellation Policy. In respect of private office engagements, no binding obligation is created by viewing the Site, submitting a private enquiry, or exchanging preliminary correspondence; a binding contract arises only upon execution of a written Services Agreement. The Company reserves the right to decline any booking or enquiry at its absolute discretion without being required to give reasons.

2.3  The Site is not a booking platform and does not operate as an offer to contract. No binding obligation is created by the viewing of any content on the Site, the submission of a private enquiry, or the exchange of preliminary correspondence. A binding contract arises only upon execution of a written Services Agreement or, where expressly stated, upon written confirmation of a booking and receipt of the required deposit.

2.4  The Company operates on the principle that each Principal relationship is bespoke. All programmes, proposals and service arrangements are designed specifically for the instructing Principal and are not transferable to third parties without the Company’s prior written consent.

Clause 3 — The Asset Integrity Protocol

3.1  Every Property and Vessel represented or recommended by the Company is assessed under the Company’s Asset Integrity Protocol — a proprietary operational framework developed from five years of on-ground Mediterranean estate and hospitality experience.

3.2  The Protocol addresses: physical security and access management; staff selection, vetting and conduct standards; privacy protection for Principal identities, movements and programme details; property condition, maintenance and seasonal preparation; and compliance with applicable health and safety standards.

3.3  Properties and Vessels that do not meet the Protocol’s standards are not represented by the Company, irrespective of their aesthetic quality or commercial value. The Protocol standard is maintained on an ongoing basis throughout the management relationship.

3.4  The full terms of the Asset Integrity Protocol are available to Principals and Owners under mutual confidentiality agreement upon request.

Part 3 — Financial Structure and Payment Terms

Clause 4 — Fees, commission and pricing

4.1  The Company’s fees are set out in the relevant Services Agreement. All fees are exclusive of Value Added Tax (VAT) unless otherwise stated. Where VAT is applicable, it will be charged at the prevailing rate at the date of invoice.

4.2  The Company’s principal fee structures are:

Service line	Fee structure
Private office retainer	Annual retainer fee as agreed in the Services Agreement, payable in advance. The annual retainer grants priority access to the Company’s portfolio and services.
Estate management	Annual management fee as agreed, typically structured as a fixed fee plus a percentage of rental income generated under the management programme.
Bespoke travel programme — introductory engagement	Retainer Fee as described in Clause 5, credited against the final invoice of any confirmed service.
Estate rental bookings	Commission on the Gross Transaction Value as specified in the Services Agreement, payable by the Owner.
Superyacht charter	Brokerage commission as agreed, typically 10–15% of the gross charter fee, paid by the Owner or operator.
Private aviation coordination	Fixed coordination fee as agreed per engagement.
On-sale brokerage (procuring cause)	4% of the Gross Sale Price as described in Clause 11, plus VAT.

4.3  All invoices are payable within fourteen (14) days of issue unless a different payment term is specified in the Services Agreement. The Company reserves the right to withhold Services or suspend a booking pending receipt of cleared funds.

4.4  Late payment: Without prejudice to any other right or remedy, sums not paid on the due date shall accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, accruing daily from the due date until the date of actual payment. The Company additionally reserves the right to recover reasonable debt recovery costs.

4.5  All payments must be made by bank transfer, verified card transaction or such other traceable payment method as the Company may specify. The Company does not accept cash payments under any circumstances, consistent with its obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

4.6  Where card payments are accepted for any transaction, processing is conducted through PCI-DSS compliant merchant processors. The Company does not store, transmit or have access to full card details.

Clause 5 — Bespoke planning retainer fee

5.1  Where a Principal instructs the Company to commence bespoke programme planning — including estate sourcing, itinerary design, supplier coordination or any other preparatory work — prior to the formal execution of a Services Agreement, a non-refundable Retainer Fee of €3,000 (three thousand euros) plus VAT is payable in advance.

5.2  The Retainer Fee is due and payable within five (5) business days of the Company’s written confirmation of its acceptance of the instruction. The Company’s obligation to commence planning is conditional upon receipt of cleared funds.

5.3  Where the Principal proceeds to confirm a booking or execute a Services Agreement within six (6) months of payment of the Retainer Fee, the full amount of the Retainer Fee will be credited against the Company’s final invoice for the confirmed engagement.

5.4  Where the Principal does not proceed to confirm a booking within the period specified in Clause 5.3, or withdraws their instruction prior to confirmation, the Retainer Fee is retained by the Company as a genuine pre-estimate of the loss suffered in respect of professional time expended, resource allocation, supplier negotiations and opportunity cost. The parties agree that this represents a fair and reasonable pre-estimate of loss and not a penalty.

5.5  The Retainer Fee does not guarantee the availability of any specific Property or Vessel. Availability is subject to confirmation at the time of booking.

Clause 6 — Cancellation and refund policy

6.1  The Company’s cancellation policy in respect of confirmed bookings is set out in the relevant Services Agreement. In the absence of a specific provision, the following standard terms apply:

Notice period before arrival	Refund entitlement
More than 90 days	Full refund of monies paid, less the non-refundable Retainer Fee and any irrecoverable third-party costs incurred by the Company.
60–90 days	50% refund of monies paid, less non-refundable costs.
30–60 days	25% refund of monies paid, less non-refundable costs.
Less than 30 days	No refund. Full payment is retained by the Company as a genuine pre-estimate of loss.

6.2  All cancellations must be made in writing to legal@uniquevillascollection.com. The cancellation date for the purposes of this Clause is the date on which written notice is received by the Company.

6.3  The Company strongly recommends that all Principals obtain comprehensive travel insurance covering cancellation for any reason, medical emergencies and personal liability. The Company will not act as an insurer and will apply this Cancellation Policy strictly, regardless of the Principal’s personal circumstances.

6.4  Where the Company is required to cancel a confirmed booking due to circumstances within the Owner’s control — including sale of the Property, withdrawal of the Property from the programme without adequate notice or the Property being rendered unavailable — the provisions of Clause 12 (Owner Obligations) apply.

Part 4 — Non-Circumvention, Introduction Protection and Commission Rights

SOLICITOR’S NOTE — LEGAL SIGNIFICANCE OF THIS PART The provisions in this Part are fundamental conditions of the Company’s business model and have been drafted to be enforceable under English law. The non-circumvention, procuring cause and penalty provisions have been structured as genuine pre-estimates of loss (liquidated damages) rather than penalties, in order to withstand scrutiny under the rule against penalties as restated in Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67. All parties are advised to read this Part carefully.

Clause 7 — The Introduction and its legal effect

7.1  An Introduction occurs when the Company first brings a Property, Vessel, or service opportunity to the attention of a Principal, or first brings a Principal to the attention of an Owner, by any means — including written communication, verbal recommendation, digital presentation, document sharing or personal meeting.

7.2  The date and fact of any Introduction will be evidenced by the Company’s records, including but not limited to email correspondence, WhatsApp or Signal message logs, document metadata, calendar entries and internal CRM records. The Company reserves the right to rely on such records as definitive evidence of the fact and date of Introduction in any dispute.

7.3  Where an Introduction has been made, the Company is deemed to be the “Effective Cause” of any transaction between the introduced parties. This status applies regardless of:

• any intervening period of time between the Introduction and the completion of a transaction;
• any subsequent contact between the introduced parties through other channels;
• whether a second intermediary or agent was involved in the transaction;
• whether the parties contend that they would have met or transacted independently.

7.4  The Owner acknowledges and agrees that where another agent or platform purports to have introduced the same Principal in respect of the same Property or Vessel, the Company’s Introduction — if it occurred first in time — constitutes the Primary Effective Cause of any resulting transaction. The Owner is obligated to notify any subsequent intermediary of the prior Introduction and to direct all communications and transactions through the Company.

Clause 8 — Duration of commission entitlement and life-of-client protection

8.1  Following an Introduction, the Company’s entitlement to commission on transactions between the introduced parties subsists for a period of five (5) years from the date of the most recent Introduction, booking or confirmed transaction between those parties (“the Protected Period”).

8.2  During the Protected Period, the Company is entitled to commission at the applicable rate on any and all of the following transactions between the introduced parties:

• any rental, charter, or letting of the Property or Vessel;
• any rental, charter, or letting of any other Property or Vessel within the same Owner’s portfolio;
• any sale, purchase or transfer of the Property or Vessel (subject to Clause 11);
• any other service or commercial arrangement procured through the relationship established by the Introduction.

8.3  The Protected Period applies regardless of whether subsequent transactions are conducted directly between the Owner and the Principal, through the Company, or through any third party. The commission obligation is triggered by the existence of the transaction, not by the channel through which it is booked.

8.4  At the expiry of the Protected Period, no further commission is payable in respect of new transactions, provided that no Introduction, booking or confirmed transaction occurred within the twelve (12) months preceding the proposed expiry date. Where such activity did occur, the Protected Period is automatically extended from the date of that activity.

Clause 9 — Non-circumvention obligation and penalties

9.1  Each of the Owner and the Principal (as applicable) undertakes to the Company that they will not, during the Protected Period:

• book, negotiate, contract for or complete any transaction with an introduced party through any channel other than the Company, without the Company’s prior written consent;
• solicit, encourage or accept an approach from an introduced party for the purpose of conducting business outside the Company;
• take any step designed to conceal from the Company the existence or nature of a transaction with an introduced party;
• communicate or transfer the Company’s Introduction or client information to any third party for the purpose of circumventing these Terms.

9.2  Any breach of Clause 9.1 constitutes a Circumvention (“Circumvention”).

9.3  In the event of a Circumvention, the breaching party shall be immediately liable to pay to the Company the Circumvention Penalty. The Circumvention Penalty is:

Circumvention Penalty A sum equal to 20% (twenty per cent) of the Gross Transaction Value of the circumvented transaction, plus simple interest at 8% per annum above the Bank of England base rate from the date the transaction was completed or would have been completed, plus all reasonable legal and enforcement costs incurred by the Company in establishing and recovering the Penalty.

9.4  The Circumvention Penalty has been calculated by the parties as a genuine pre-estimate of the loss and damage suffered by the Company as a result of a Circumvention, having regard to the Company’s anticipated commission, the damage to the Company’s business relationships, the cost of investigation and enforcement, and the inherent difficulty of quantifying reputational harm. The parties agree that it does not constitute a penalty within the meaning of the rule against penalties under English law.

9.5  The Company’s right to recover the Circumvention Penalty does not limit or extinguish its right to seek additional damages, injunctive relief or any other remedy available at law or in equity where the loss actually suffered exceeds the Circumvention Penalty.

9.6  The Company may, in its absolute discretion, waive or reduce the Circumvention Penalty in any specific case, but such waiver or reduction will not constitute a waiver of the Company’s rights in any subsequent or separate case.

Clause 10 — Partner and staff non-solicitation

10.1  The Company’s operational partners — including but not limited to estate operators, superyacht operators, private aviation operators, private chefs, security providers and ground transportation providers (“Partners”) — are engaged on the basis that all Principal introductions originate with and are managed through the Company.

10.2  Partners and their respective staff, agents and contractors are strictly prohibited from:

• directly soliciting, accepting or facilitating bookings from any Principal introduced to them by or through the Company, other than through the Company;
• exchanging personal or professional contact details with a Company-introduced Principal for the purpose of conducting future business outside the Company;
• directing a Company-introduced Principal to any competitor or alternative booking channel.

10.3  Any breach of Clause 10.2 by a Partner or any member of its staff shall render the Partner liable to pay the Company a fixed sum of £100,000 (one hundred thousand pounds sterling) per violation as liquidated damages, which sum the parties agree represents a genuine pre-estimate of loss having regard to the long-term value of the client relationship, the damage to the Company’s business model and the difficulty of quantification. This sum is payable within thirty (30) days of written demand, together with all reasonable legal and enforcement costs.

10.4  All Partners engaged by the Company are required to execute a written agreement incorporating terms consistent with this Clause as a condition of engagement. The Company will enforce this Clause against any Partner in breach, irrespective of whether a formal partner agreement has been signed.

Part 5 — Owner Obligations

Clause 11 — General Owner obligations

11.1  By instructing the Company to manage, market or represent a Property or Vessel, the Owner warrants and undertakes that:

• the Owner is the legal owner or duly authorised representative of the Property or Vessel and has full power and authority to enter into the management and representation arrangement with the Company;
• the Property or Vessel complies with all applicable legal requirements, including planning permissions, licensing, health and safety regulations and any relevant Greek, French, Spanish, British Virgin Islands or other applicable local legal requirements;
• all media, descriptions and information provided to the Company in connection with the Property or Vessel are accurate, complete and not misleading;
• the Owner will notify the Company immediately of any material change to the Property or Vessel, including any renovation, damage, change in ownership, encumbrance or proposed sale;
• the Owner will honour all bookings confirmed by the Company for the Property or Vessel without exception.

11.2  Where the Owner fails to honour a confirmed booking — whether due to sale of the Property, withdrawal from the programme, damage, double-booking or any other reason within the Owner’s control — the Owner shall be liable to:

• reimburse the Company for 100% of the commission and fees that would have been earned on the cancelled booking;
• indemnify the Company in full against any compensation, costs, expenses and damages payable or incurred by the Company in relation to the affected Principal;
• bear the cost of sourcing and providing a substitute Property of equivalent or superior quality and specification, subject to the Company’s written approval of the proposed substitute.

Clause 12 — Accuracy of representations and Owner’s indemnity

12.1  The Company publishes Property and Vessel information on the Site and in its private communications in good faith, relying on information and media provided by Owners. Whilst the Company conducts its own assessment under the Asset Integrity Protocol, it is not in a position to independently verify every representation made.

12.2  The Owner warrants that all photographs, floor plans, descriptions, specifications and other media provided to the Company accurately represent the current condition and characteristics of the Property or Vessel. The Owner agrees to provide updated materials promptly whenever any material change occurs.

12.3  The Owner agrees to indemnify, defend and hold harmless the Company and its principal, agents and contractors against any and all claims, losses, damages, costs and expenses (including legal fees on an indemnity basis) arising from:

• any misrepresentation or inaccuracy in the Owner’s provided materials;
• any failure to disclose a material fact concerning the Property or Vessel;
• any claim by a Principal arising from a discrepancy between the representation and the actual condition of the Property or Vessel;
• any breach of the Owner’s warranties in Clause 11.

Clause 13 — Procuring cause and commission on sale

13.1  Real estate advisory services form a core element of the Company’s private travel office offering. The Company identifies acquisition targets, introduces buyers and sellers, and facilitates property transactions for UHNW Principals as introducer and advisor. The Company invests substantial resources — including time, expertise, relationship capital and operational infrastructure — in developing and maintaining relationships with UHNW Principals and in sourcing and curating its Property portfolio. Where a Principal introduced to a Property by or through the Company enters into a transaction to acquire that Property, or where the Company has acted in an advisory capacity to a Principal in connection with a Property acquisition, the Company shall be deemed the Procuring Cause of the resulting transaction.

13.2  In the event that a sale or transfer of the Property (or any interest in it, whether direct or indirect) is made to:

• a Principal introduced to the Property by the Company; or
• any associate, nominee, trustee, family member, corporate entity or other party acting on behalf of or at the direction of such a Principal;

the Owner irrevocably undertakes to pay the Company a real estate brokerage commission of no less than 4% (four per cent) of the Gross Sale Price plus VAT.

13.3  The commission in Clause 13.2 is due and payable upon the earlier of: completion of the sale; transfer of title; or receipt by the Owner of any deposit or instalment exceeding 10% of the Gross Sale Price.

13.4  The obligation in this Clause 13 survives the expiry or termination of any Services Agreement and remains in full force for a period of thirty-six (36) months following the last stay, booking or engagement of the Principal at or in connection with the Property. For the avoidance of doubt, where preliminary negotiations, a letter of intent or heads of terms are entered into within the thirty-six (36) month period and a sale is subsequently completed at any later date, the Company’s right to the commission in Clause 13.2 is fully preserved.

13.5  The Owner agrees to notify the Company in writing within five (5) business days of becoming aware of any approach, expression of interest or offer in relation to the Property from any party who has been introduced to the Property by or through the Company.

Part 6 — Liability, Third Parties and Force Majeure

Clause 14 — Limitation of liability

14.1  Nothing in these Terms operates to exclude or restrict the Company’s liability for:

• death or personal injury caused by the Company’s negligence;
• fraud or fraudulent misrepresentation;
• any other matter for which it would be unlawful to exclude or restrict liability.

14.2  Subject to Clause 14.1, and to the fullest extent permitted by applicable law, the Company’s total aggregate liability to any Principal or Owner — whether in contract, tort (including negligence), breach of statutory duty or otherwise — arising out of or in connection with any Services Agreement or these Terms, shall not exceed the greater of:

• the total fees and commission paid by or on behalf of the relevant party to the Company in the twelve (12) calendar months immediately preceding the event giving rise to the claim; or
• £25,000 (twenty-five thousand pounds sterling).

14.3  Subject to Clause 14.1, the Company shall not be liable — whether in contract, tort or otherwise — for any:

• loss of profit, loss of revenue, loss of business or loss of anticipated savings;
• loss of goodwill or reputational damage;
• indirect or consequential loss of any nature;
• loss arising from the acts, errors, omissions or insolvency of third-party service providers engaged in connection with a programme, including but not limited to estate staff, superyacht operators, aviation operators, private chefs, security personnel and ground transportation providers.

14.4  The Company exercises reasonable skill and care in the selection and oversight of third-party Partners under the Asset Integrity Protocol. However, the Company does not and cannot guarantee the performance of third parties, and Principals and Owners engage with the understanding that third-party operational failures may occur despite the Company’s due diligence.

Clause 15 — Third-party OTA platforms

15.1  Where an Owner lists a Property on any third-party online travel or letting platform (including but not limited to Airbnb, VRBO, Booking.com or any equivalent) concurrently with its representation by the Company, the Owner acknowledges and agrees that:

• these Terms and any applicable Services Agreement take precedence over the terms of any third-party platform in respect of the Owner’s relationship with the Company;
• the Owner is solely responsible for ensuring that its listing and conduct on any third-party platform does not conflict with its obligations to the Company, including its obligations under Part 4;
• the Company’s non-circumvention rights under Clause 9 apply with full force regardless of whether a competing transaction is conducted through a third-party platform;
• the Owner indemnifies the Company against any penalties, claims or losses arising from the Owner’s breach of any third-party platform terms as a consequence of the Owner’s obligations to the Company.

15.2  The Company does not endorse or assume any responsibility for third-party platforms and is not liable for any transaction conducted through such platforms, including any loss arising from the platform’s terms, policies or operational failures.

Clause 16 — Force majeure

16.1  Neither party shall be liable for any delay in performing, or failure to perform, its obligations under these Terms or any Services Agreement to the extent that such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic declared by a competent international or national health authority, war, civil unrest, terrorism, government action, port or airport closure, or failure of essential infrastructure (“Force Majeure Event”).

16.2  A party seeking to rely on a Force Majeure Event must give written notice to the other party as soon as reasonably practicable, specifying the nature of the Force Majeure Event, its expected duration and the obligations affected.

16.3  Where a Force Majeure Event prevents performance of a confirmed booking:

• monies already paid may, at the Company’s election, be held as a credit against a future booking of equivalent value, to be redeemed within twelve (12) months;
• the Company shall use reasonable endeavours to source an alternative Property or programme of equivalent specification;
• refunds (if any) shall be subject to the deduction of non-recoverable third-party costs already committed by the Company.

16.4  A Force Majeure Event does not entitle either party to terminate a Services Agreement unless the Force Majeure Event continues for a period exceeding ninety (90) days, in which case either party may terminate on thirty (30) days’ written notice, and the provisions of Clause 16.3 shall apply to sums already paid.

Part 7 — Principal Obligations, Health and Safety

Clause 17 — Principal’s general obligations

17.1  The Principal agrees to:

• provide the Company with accurate, complete and timely information relevant to the design and delivery of their programme, including identity documentation required for AML compliance, travel preferences, family composition, dietary and medical requirements, and scheduling information;
• comply with all applicable laws, regulations and rules of the relevant jurisdiction during their programme;
• treat the Property, Vessel and all third-party service providers and their staff with reasonable care and respect;
• report any damage, defect or safety concern to the Company immediately upon discovery;
• vacate the Property or Vessel at the agreed time and in the condition in which it was received, fair wear and tear excepted.

17.2  The Principal is responsible for the conduct of all members of their party and any guests they invite to the Property or Vessel. The Principal’s obligations under this Clause extend to all such persons.

Clause 18 — Health, safety and inherent risks

18.1  Private estates and vessels present certain inherent risks that differ from standard hotel or commercial accommodation environments. These may include, without limitation: open water and maritime environments; infinity pools and unguarded water features; elevated terraces and balconies; uneven or non-standard surfaces; and limited proximity to emergency medical services in remote locations.

18.2  The Principal acknowledges these inherent risks and accepts them as an incident of the type of accommodation and programme selected. The Company is not liable for personal injury arising from the Principal’s — or any member of their party’s — exposure to inherent risks, except to the extent caused by the Company’s own negligence.

18.3  The Principal accepts sole responsibility for the continuous supervision of any minor members of their party, particularly in proximity to water, balconies or elevated structures. This obligation is not transferable to estate staff, crew or any other third-party service provider.

18.4  Allergies and medical requirements: it is the Principal’s sole responsibility to disclose, in writing to legal@uniquevillascollection.com, any life-threatening allergies, dietary requirements or medical conditions relevant to their programme, at least fourteen (14) days prior to the commencement of their stay or as early as reasonably practicable. The Company will communicate disclosed requirements to relevant service providers, but does not and cannot guarantee a fully allergen-free environment. The Company’s liability in respect of undisclosed allergies or medical conditions is expressly excluded.

18.5  The Company strongly recommends that all Principals obtain comprehensive travel insurance prior to commencement of any programme. Such insurance should include, as a minimum: cancellation for any reason cover; emergency medical expenses and evacuation; personal liability; and cover for valuables and personal effects. The provision of insurance is the Principal’s sole responsibility.

Part 8 — Intellectual Property, Data and Confidentiality

Clause 19 — Intellectual property

19.1  All intellectual property rights in and to the Site, including the Company’s name, logo, trade marks, branding, proprietary content (including but not limited to property descriptions, programme templates and the Asset Integrity Protocol), photography commissioned by the Company, and the structural design and architecture of the Site, are and remain the exclusive property of Unique Villas Collection Ltd or are held under licence.

19.2  The Company’s intellectual property is protected under the Copyright, Designs and Patents Act 1988, the Trade Marks Act 1994 and equivalent international treaties and conventions.

19.3  No person may reproduce, copy, distribute, adapt, commercially exploit, scrape, harvest or systematically extract any content from the Site — in whole or in part — without the Company’s prior written consent. Automated scraping, data mining or extraction by any technical means is strictly prohibited.

19.4  Breach of this Clause will entitle the Company to seek injunctive relief, damages, an account of profits and any other remedies available under English law or applicable international law, without prior notice.

Clause 20 — Data protection

20.1  The Company processes personal data in its capacity as a Data Controller in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Company’s ICO registration number is ZB823986.

20.2  Full details of the Company’s data processing activities, lawful bases, retention periods and data subject rights are set out in the Company’s Privacy Policy and Data Protection Policy, both available at uniquevillascollection.com and incorporated into these Terms by reference.

20.3  By engaging the Company’s Services, each Principal and Owner consents to the processing of their personal data to the extent necessary for the performance of the Services Agreement and compliance with the Company’s legal obligations, including its AML obligations.

Clause 21 — Confidentiality

21.1  Each party agrees to keep confidential all information received from the other party in connection with a Services Agreement that is designated as confidential or that ought reasonably to be understood as confidential, including (without limitation) the identity of Principals, programme details, commercial terms, the contents of the Asset Integrity Protocol reports and any personal data.

21.2  Neither party may disclose confidential information of the other to any third party without the prior written consent of the disclosing party, except:

• to professional advisors bound by professional duties of confidentiality;
• to the extent required by law, regulation, court order or competent regulatory authority (including AML reporting obligations);
• to the extent necessary for the performance of the Services (for example, disclosure to vetted operational Partners on a need-to-know basis).

21.3  The obligation of confidentiality in this Clause shall survive the termination or expiry of any Services Agreement indefinitely.

21.4  The Company routinely employs mutual non-disclosure agreements in connection with engagements involving Principal privacy requirements. Where required, a mutual NDA will be executed as a condition of or alongside the Services Agreement.

Part 9 — General Provisions

Clause 22 — Governing law and jurisdiction

22.1  These Terms, and any Services Agreement incorporating them, together with any dispute, claim, controversy or matter arising out of or in connection with them — whether of a contractual or non-contractual nature — shall be governed by and construed in accordance with the law of England and Wales.

22.2  Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales, sitting in London, in respect of any dispute arising under or in connection with these Terms or any Services Agreement.

22.3  Nothing in this Clause prevents either party from applying to any court of competent jurisdiction for urgent interim or injunctive relief, pending resolution of a dispute.

Clause 23 — Dispute resolution

23.1  In the event of any dispute arising in connection with these Terms or any Services Agreement, the parties agree to attempt in good faith to resolve the dispute by negotiation within thirty (30) days of written notice of the dispute being given by one party to the other.

23.2  If the dispute is not resolved within the period specified in Clause 23.1, either party may refer the dispute to mediation under the CEDR Model Mediation Procedure, or such other mediation procedure as the parties may agree. The costs of mediation shall be borne equally unless the parties agree otherwise.

23.3  Nothing in this Clause limits either party’s right to commence proceedings in the English courts without prior mediation where the claim is for an injunction, emergency relief, or the recovery of an undisputed debt.

Clause 24 — Entire agreement

24.1  These Terms, together with any applicable Services Agreement and the Company’s Privacy Policy, AML Policy and Data Protection Policy, constitute the entire agreement between the parties with respect to their subject matter. They supersede all prior representations, negotiations, agreements and understandings — whether written, oral or implied.

24.2  No variation of these Terms or any Services Agreement is effective unless made in writing and signed by an authorised representative of the Company.

Clause 25 — Severability

25.1  If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable — whether as a result of a court ruling or otherwise — it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Such modification or deletion shall not affect the validity and enforceability of the remaining provisions.

Clause 26 — Waiver

26.1  A failure or delay by the Company in exercising any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy. A waiver of any right or remedy in respect of a particular breach shall not constitute a waiver of any right or remedy in respect of any subsequent breach.

Clause 27 — Assignment

27.1  Neither Principal nor Owner may assign, transfer, charge, subcontract or deal in any other manner with any of their rights or obligations under these Terms or any Services Agreement without the prior written consent of the Company.

27.2  The Company may assign or transfer its rights and obligations under these Terms to any successor entity or in connection with any sale, merger or restructuring of the Company’s business, provided that the successor entity assumes the Company’s obligations hereunder. Written notice will be given to affected parties.

Clause 28 — Notices

28.1  Any notice required or permitted under these Terms must be given in writing and delivered by:

• email to legal@uniquevillascollection.com (for notices to the Company); or
• email to the address notified by the Principal or Owner in their Services Agreement.

28.2  Notices sent by email are deemed received at the time of transmission, provided no automated delivery failure notification is received by the sender within 24 hours.

Clause 29 — Third party rights

29.1  These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999. Only the parties to a Services Agreement may enforce its terms.

Clause 30 — Contact and legal enquiries

Company	Unique Villas Collection Ltd
Company number	15759075 (England and Wales)
ICO registration	ZB823986
AML registration	Registered with HMRC under MLR 2017 —
Legal enquiries	legal@uniquevillascollection.com
Private enquiries	info@uniquevillascollection.com
Website	uniquevillascollection.com
Governing law	Laws of England and Wales
Jurisdiction	Courts of England and Wales (London)

UNIQUE VILLAS COLLECTION LTD  ·  TERMS AND CONDITIONS OF BUSINESS

Company No. 15759075  ·  ICO Reg. ZB823986  ·  Effective 1 January 2026

Governed by the Laws of England and Wales  ·  legal@uniquevillascollection.com