General Terms & Conditions

1. Scope & Parties

1.1 These Terms apply to all contracts concluded between OnlyVIP Ltd., 123 Members Lane, 1010 Vienna, Austria, registered with the Commercial Court of Vienna under FN 000000a ("OnlyVIP", "we"), and the Member regarding the use of the OnlyVIP platform, the mobile applications, the concierge services and any related digital or in-person offerings (collectively, the "Service").

1.2 Conflicting or supplementary general terms of the Member shall not become part of the contract unless OnlyVIP has expressly agreed to their validity in writing.

1.3 The Service is directed at consumers and entrepreneurs within the meaning of §§ 13, 14 of the German Civil Code (BGB) and § 1 of the Austrian Consumer Protection Act (KSchG). Provisions reserved for consumers are marked accordingly.

2. Definitions

• "Booking" means a confirmed reservation for an Experience, mediated through the Service.
• "Escrow" means the holding of payment by a regulated payment service provider until the agreed conditions of release are met.
• "Experience" means any event, table, viewing, trip or other access offered by a Host or by OnlyVIP.
• "Host" means a verified third party offering an Experience via the Service.
• "Member" means a natural person whose application has been approved by OnlyVIP.
• "Membership Period" means the initial term and any renewal terms set out in section 6.

3. Eligibility & Membership Application

3.1 Membership is open to natural persons who (i) are at least 18 years of age, (ii) have full legal capacity, and (iii) successfully complete the identity-verification (KYC) and conduct-screening process.

3.2 OnlyVIP applies a curated admission policy. We reserve the right to accept or decline applications at our discretion, subject to applicable anti-discrimination law. Where an application is declined, the Member may reapply after twelve (12) months.

3.3 Membership is strictly personal and non-transferable. The use of the Service by, or on behalf of, third parties is prohibited save for guest passes granted in writing by OnlyVIP.

4. Conclusion of Contract

4.1 The presentation of the Service does not constitute a binding offer. By submitting an application, the Member makes a binding offer to enter into a membership contract.

4.2 The contract is concluded only upon OnlyVIP's express written confirmation (typically by email) or upon activation of the membership account, whichever occurs first.

4.3 The contract text is stored by OnlyVIP and made available to the Member in the member dashboard. The contract languages are English and German.

5. Membership Tiers & Services

5.1 OnlyVIP offers different membership tiers (currently: Gold, Platinum and Black). The specific scope of services per tier is set out on the membership page and forms an integral part of these Terms. OnlyVIP reserves the right to modify the scope of services from time to time to reflect operational, regulatory or quality requirements, provided that any material change is communicated to the Member at least thirty (30) days in advance and the Member may terminate without cause within that period.

5.2 OnlyVIP acts as an intermediary in respect of Experiences offered by Hosts. The contract regarding the Experience itself is concluded directly between the Member and the respective Host. OnlyVIP is not party to that contract unless expressly stated otherwise.

6. Fees, Billing & Taxes

6.1 The annual membership fee is set out on the membership page applicable at the time of contract conclusion. All prices are stated in Euro (EUR) and, where the Member acts as a consumer, are inclusive of statutory VAT at the applicable rate.

6.2 The membership fee is due on activation and on each annual renewal date in advance for the next Membership Period.

6.3 Unless terminated in writing at least thirty (30) days before the end of the current Membership Period, the membership renews automatically for successive twelve-month periods.

6.4 In the event of default in payment, OnlyVIP is entitled to charge default interest at the statutory rate (§ 1333 ABGB / § 288 BGB) and reasonable costs of recovery. Suspension of the Service for material default remains reserved.

6.5 Where the Member is an entrepreneur, the right to set off is excluded except in respect of undisputed or legally established counterclaims.

7. Right of Withdrawal (Consumers)

7.1 If the Member is a consumer, the Member has the right to withdraw from this contract within fourteen (14) days without giving any reason. The withdrawal period expires fourteen (14) days after the day of contract conclusion.

7.2 To exercise the right of withdrawal, the Member must inform OnlyVIP (OnlyVIP Ltd., 123 Members Lane, 1010 Vienna, Austria, email legal@onlyvip.com) by means of an unequivocal statement (e.g. a letter sent by post or email). The Member may use the model withdrawal form available on request, but is not obliged to do so.

7.3 Consequences of withdrawal. If the Member withdraws from this contract, OnlyVIP will reimburse all payments received without undue delay and not later than fourteen (14) days from the day on which OnlyVIP is informed of the decision to withdraw. Reimbursement will be made using the same means of payment as used for the initial transaction, unless expressly agreed otherwise; in no event will the Member be charged a fee for such reimbursement.

7.4 Early performance. If the Member has requested that the services begin during the withdrawal period, the Member shall pay an amount proportionate to the services rendered up to the time of withdrawal in accordance with § 18 of the Austrian Distance and Off-Premises Contracts Act (FAGG) and § 357 BGB.

8. Bookings & Escrow

8.1 All payments for Bookings are processed through a regulated payment service provider and held in escrow until the conditions of release set out in the relevant Experience are met (e.g. successful attendance, expiry of objection period).

8.2 Cancellation conditions are stated for each Experience prior to confirmation. If no specific cancellation policy applies, the Member may cancel free of charge up to forty-eight (48) hours before the start of the Experience.

8.3 In the event of legitimate complaints, the Member may raise a dispute via the in-platform tooling within seventy-two (72) hours after the Experience. OnlyVIP will mediate in good faith and may release, return or split the escrow amount on the basis of the documented evidence.

9. Member Conduct & House Rules

The Member undertakes to:

• provide accurate, current and complete information and keep such information up to date;
• respect the dignity, privacy and confidentiality of other members, hosts, guests and staff;
• refrain from any harassment, discrimination, defamation or illegal conduct;
• not record, photograph or share content of other members or events without their explicit consent;
• comply with the dress code, house rules and instructions of hosts and venues;
• not use the Service for commercial solicitation, networking outside its intended purpose or any unlawful purpose.

Material or repeated breaches may result in warning, temporary suspension or termination of the membership pursuant to section 12.

10. Intellectual Property & Licence

10.1 All rights in the Service, including software, design, trademarks and content, are owned by OnlyVIP or its licensors. Subject to compliance with these Terms, OnlyVIP grants the Member a non-exclusive, non-transferable, revocable licence to use the Service for personal, non-commercial purposes for the duration of the membership.

10.2 The Member retains all rights in user-generated content uploaded to the Service and grants OnlyVIP a limited, royalty-free, worldwide licence to host, reproduce and display such content to the extent necessary to operate the Service.

11. Confidentiality & Privacy

11.1 The Member shall treat all information about other members, hosts, guests and Experiences as strictly confidential and shall not disclose such information to third parties or use it outside the Service.

11.2 The processing of personal data is governed by our Privacy Policy, which forms an integral part of these Terms.

12. Suspension & Termination

12.1 Both parties may terminate the contract for ordinary reasons with a notice period of thirty (30) days to the end of the Membership Period.

12.2 The right to extraordinary termination for cause remains unaffected. Cause exists in particular if (i) the Member commits a material breach of these Terms, (ii) verification or background checks reveal facts that would justify rejection of the original application, (iii) the Member becomes insolvent, or (iv) continued performance is unreasonable for OnlyVIP for an objectively justifiable reason.

12.3 In cases of urgent risk (e.g. safety, fraud, sanctions screening), OnlyVIP may immediately suspend access to the Service pending investigation, without prejudice to any further rights.

12.4 Termination must be made in text form (§ 126b BGB), e.g. by email.

13. Liability

13.1 OnlyVIP is liable without limitation for (i) intent and gross negligence, (ii) injury to life, body or health, (iii) under the Product Liability Act, and (iv) within the scope of any express guarantee.

13.2 In cases of slight negligence, OnlyVIP is liable only for the breach of cardinal contractual obligations (obligations the performance of which makes the proper execution of the contract possible in the first place and on the observance of which the Member regularly relies), and only up to the foreseeable damage typical for this type of contract.

13.3 Any further liability of OnlyVIP is excluded. In particular, OnlyVIP is not liable for the actions or omissions of Hosts, third-party providers or other members.

14. Indemnification

The Member shall indemnify and hold OnlyVIP harmless from any third-party claims arising out of a culpable breach of these Terms by the Member, including reasonable costs of legal defence, save where the Member is not responsible for the breach.

15. Force Majeure

Neither party shall be liable for delay or failure to perform any obligation under these Terms (except payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemics or pandemics, government measures, infrastructure outages or industrial action. The affected party shall notify the other party without undue delay and use reasonable efforts to mitigate the impact.

16. Changes to these Terms

OnlyVIP may amend these Terms to reflect changes in law, regulatory guidance, the scope of the Service or its operational requirements. Material changes will be notified to the Member at least thirty (30) days in advance by email or via the Service. If the Member does not object in text form within that period, the changes shall be deemed accepted; OnlyVIP shall expressly inform the Member of this consequence in the notification. In the event of a timely objection, OnlyVIP may terminate the contract with effect to the end of the then-current Membership Period.

17. Assignment & Set-off

17.1 OnlyVIP may assign rights and obligations under these Terms to an affiliated company or to a successor in the context of a corporate transaction, provided that the Member's position is not materially impaired.
17.2 The Member may assign rights and obligations only with OnlyVIP's prior written consent. Section 6.5 remains unaffected.

18. Governing Law & Jurisdiction

18.1 These Terms are governed by the laws of the Republic of Austria, excluding its conflict-of-laws provisions and the UN Convention on Contracts for the International Sale of Goods. For consumers domiciled in another EU member state, the mandatory consumer-protection provisions of the consumer's habitual residence remain unaffected.

18.2 Exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms with entrepreneurs, legal persons of public law or special funds under public law is Vienna, Austria. Consumers may sue OnlyVIP at the court of their habitual residence or at OnlyVIP's registered office.

18.3 The European Commission provides an Online Dispute Resolution platform at ec.europa.eu/consumers/odr. OnlyVIP is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

19. Miscellaneous

19.1 Severability. Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the parties.
19.2 Written form. Amendments and supplements, including any waiver of the written-form requirement itself, must be made in text form.
19.3 Headings. Headings are for convenience only and shall not affect the interpretation of these Terms.

20. Contact

For any question regarding these Terms, please contact OnlyVIP Ltd., Legal Department, 123 Members Lane, 1010 Vienna, Austria, or by email at legal@onlyvip.com.