The Thinking Luxury LTD | Trading as Carlo Rappa

 

1. THE PARTIES, APPOINTMENT & GOVERNANCE

1.1 The Company: The Thinking Luxury LTD (Company No. 14393476), registered in England and Wales.

1.2 The Consultant: Carlo Rappa, acting as the principal representative and lead strategist for the Company.

1.3 The Client: The entity or individual engaging the Company’s services.

1.4 Agreement: Execution of a Statement of Work (SOW) or payment of an initial invoice constitutes full acceptance of these Terms.

 

2. SERVICES & CLIENT OBLIGATIONS

2.1 Provision of Services: We shall provide consultancy, mentoring, coaching or training with reasonable skill and care.

2.2 Client Cooperation: The Client must provide all necessary information, access to staff, and data required for the Consultant to perform the Services. Delays caused by the Client may result in additional fees or a revision of timelines.

2.3 No Employment: Nothing in this Agreement creates an employer-employee relationship or a partnership between the Parties.

2.4 Independent Contractor Status: The Company/Consultant is an independent contractor, not an agent or representative of the Client, and is solely responsible for its own taxes and benefits.
 

3. PROJECT DELIVERY & SUBCONTRACTING MODEL

3.1 Strategic Delegation: The Company reserves the right to engage specialised third-party subcontractors (e.g., Marketing Agencies, Sales Specialists, Social Media Managers) to perform specific elements of the Services and provide The Client with more compelling service.

3.2 Project Ownership: Notwithstanding the use of subcontractors, The Thinking Luxury LTD remains the primary contractor and the sole "Owner" of the project. All deliverables are under the ultimate supervision of Carlo Rappa.

3.3 Presence & Coordination: Carlo Rappa shall remain active and present in the coordination of the project, providing strategic oversight and acting as the lead point of contact for the Client.

3.4 Communication Protocols: Authorised subcontractors may communicate directly with the Client, manage project-specific meetings, and utilise their own email systems. Such interaction is for operational efficiency and does not create a direct contractual relationship between the Client and the subcontractor.

3.5 Payment Centralisation: All fees must be paid directly to The Thinking Luxury LTD. The Client is strictly prohibited from making direct payments to any subcontractor introduced by the Company for the duration of the project.

 

4. SPECIALIST PARTNERS & STRATEGIC OVERSIGHT

4.1 Niche Expertise: For fields such as Art, Real Estate, or Legal Advisory, the Company may introduce the Client to Specialist Partners.

4.2 Referral Status: In these instances, the Company acts as a Referrer. Unless a specific SOW is issued by the Company for these niche deliverables, the primary contract for the technical service is directly between the Client and the Specialist Partner.

4.3 Strategic Presence: Notwithstanding the direct contract between the Client and the Specialist Partner, the Company (via Carlo Rappa) shall remain present in meetings, calls, and key project phases as a Strategic Advisor to ensure project cohesion and brand alignment.

4.4 Liability Boundary: Specialist Partners remain solely liable for the professional accuracy, technical quality, and legal compliance of their advice. The Company is not responsible for any professional negligence or errors committed by independent Specialist Partners.

 

5. INTELLECTUAL PROPERTY (IP) & MODERN PROTECTION

5.1 Background IP: All methodologies and "Thinking Luxury" frameworks remain the sole property of the Company.

5.2 Client License: Upon full payment, the Client receives a non-exclusive license to use the final project deliverables for internal business use.

5.3 AI Training Restriction: The Client is strictly prohibited from using any materials, voice recordings, or strategic frameworks created by the Consultant to train, fine-tune, or feed into Generative AI models or automated internal systems.

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6. FEES, EXPENSES & LATE PAYMENTS

6.1 Project Fees: Payment is due within 7 days of the invoice date unless otherwise agreed in writing.

6.2 Late Interest: We reserve the right to charge interest at 8% above the Bank of England base rate per annum for any overdue amounts.

6.3 Expenses: Approved out-of-pocket expenses (luxury travel, accommodation, materials) will be recharged at cost.

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7. CANCELLATION, RESCHEDULING & REFUNDS

7.1 Non-Refundability: All fees paid to the Company are strictly non-refundable, unless a specific refund provision is expressly stated within the signed Statement of Work (SOW).

7.2 Scope of Sessions: For the purposes of this clause, "Sessions" include in-person meetings, telephone calls, video consultations, and digital workshops.

7.3 Notice Periods:

• Individual Sessions/Calls: Minimum 72 hours’ notice required to reschedule.

• Workshops/Staff Training: Minimum 14 days’ notice required to reschedule or cancel.

7.4 The "One-Time" Rescheduling Rule: The Client is permitted to reschedule a planned session or call one (1) time only, provided the notice period in Clause 7.3 is met.

7.5 Forfeiture: If the Client attempts to reschedule the same session a second time, or fails to provide the required notice, the Company shall not be obligated to provide that specific session. In such cases, the project will proceed to the next scheduled phase, and the fee for the missed session shall be forfeited by the Client in full.

7.6 Default Fee: Any cancellation or rescheduling attempt made outside the notice windows defined in Clause 7.3 will result in a 100% fee charge, representing the value of the Consultant’s blocked schedule and preparation.

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8. NON-SOLICITATION & PROTECTION OF PROJECT OWNERSHIP

8.1 Absolute Restriction on Approach: The Client shall not, under any circumstances, approach, solicit, entice away, or engage (directly or indirectly) any employee, contractor, or subcontractor introduced by the Company for the duration of the Services and for 24 months following the completion of the project.

8.2 Preservation of Project Ownership: In the event that the Client bypasses the Company to engage a subcontractor or partner introduced by Carlo Rappa, the Client acknowledges and agrees that:

• (a) Revenue Ownership: Any work, project, or deliverable resulting from such an engagement shall be legally deemed a project of The Thinking Luxury LTD.

• (b) Fee Entitlement: The Company shall be entitled to invoice the Client for the full value of said work, including our standard management margins, as if the work had been correctly booked through the Company.

• (c) Intellectual Property: Any IP created during an unauthorised engagement remains the property of The Thinking Luxury LTD and may not be used by the Client until a "bypass fee" is settled in full.

8.3 Liquidation Damages: Notwithstanding the above, any breach of this section shall entitle the Company to a one-off "Recruitment & Breach Fee" equal to 30% of the annual equivalent salary or total annual fees of the person or entity solicited.

 

9. LIMITATION OF LIABILITY

9.1 Liability Cap: To the maximum extent permitted by law, The Company’s total liability to the Client for any claim arising out of or in connection with this agreement—whether in contract, tort (including negligence), or otherwise—shall be limited to the total fees paid by the Client for the specific project or service giving rise to the claim.

9.2 Indirect Loss: The Company shall not be liable for any indirect, incidental, or consequential losses, including but not limited to:

• Loss of profits or revenue;

• Loss of business opportunities or reputation;

• Loss or corruption of data;

• Any losses arising from the Client’s failure to implement advice correctly.

9.3 Legal Limits: Nothing in these terms excludes liability for death, personal injury caused by negligence, or fraud.

9.4 Advisory Role: The Client acknowledges that all mentorship and training are provided for educational and advisory purposes. The Client remains solely responsible for the final implementation of any strategies, systems, or changes discussed. [Your Business Name] does not guarantee specific financial outcomes or occupancy rates.

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10. FORCE MAJEURE

10.1 Neither party shall be in breach of this agreement if performance is prevented by events beyond their reasonable control (e.g., natural disasters, pandemics, government restrictions, or national strikes).

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11. CONFIDENTIALITY & DATA PROTECTION

11.1 Mutual Secrecy: Both parties agree to maintain strict confidentiality regarding all trade secrets and business data.

11.2 GDPR: Personal data is handled in accordance with UK GDPR and our Privacy Policy at www.carlorappa.com.

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12. TERMINATION

12.1 Termination for Convenience: Either party may terminate the engagement with 30 days written notice.

12.2 Immediate Termination: The Company may terminate the Agreement immediately and without liability if the Client:

• (a) Fails to pay any undisputed invoice within 7 days of a written reminder;

• (b) Materially breaches any other provision of this Agreement;

• (c) Enters into any form of insolvency or bankruptcy.

12.3 Survival of Terms: The termination of this Agreement, however arising, shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.

12.4 Confidentiality Survival: Specifically, the obligations of Confidentiality (Section 11) and Non-Solicitation & Bypass Protection (Section 8) shall remain in full force and effect for a period of three (3) years following the date of termination or completion of the Services, whichever is later.

12.5 Post-Termination IP: Upon termination, the Client’s license to use any Company Intellectual Property shall cease immediately unless all outstanding fees have been settled in full.

12.6 Survival: Clauses relating to IP, Confidentiality, and Non-Solicitation shall survive termination.

13. ENTIRE AGREEMENT

13.1 Full Agreement: This Agreement, together with any signed Statement of Work (SOW), constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

13.2 No Reliance: Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

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14. NOTICES

14.1 Method of Service: Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by pre-paid first-class post or other next working day delivery service, or by email.

14.2 Delivery Addresses:

• To the Company: Carlo Rappa, The Thinking Luxury LTD, 32 York Road, South Croydon, England, CR2 8NQ | Email: carlo@carlorappa.com

• To the Client: To the address or email address specified in the Statement of Work (SOW) or the Client’s registered office.

14.3 Deemed Receipt: Any notice shall be deemed to have been received:

• (a) if delivered by hand, on signature of a delivery receipt;

• (b) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting;

• (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours (9.00 am to 5.00 pm London, UK time) in the place of receipt, when Business Hours resume.

 

15. ASSIGNMENT AND OTHER DEALINGS

15.1 No Transfer by Client: This Agreement is personal to the Client. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of The Thinking Luxury LTD.

15.2 Transfer by the Company: The Company may at any time assign, mortgage, charge, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under this Agreement.
 

16. GOVERNING LAW & DISPUTE RESOLUTION

16.1 This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.

16.2 Mediation: In the event of a dispute, the parties agree to attempt mediation before proceeding to court.

 

Last update Dec 2024