.
The following definitions and rules of interpretation apply
in these Conditions.
Agency
Materials: has the meaning set out in clause 4.1(h).
Business Day: a day other than a Saturday, Sunday or public
holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer
for the supply of the Services in accordance with clause 5 (Charges and payment).
Commencement Date: has the meaning
given in clause 2.2.
Conditions: these terms and conditions as amended
from time to time in accordance with clause 11.5.
Contract: the contract between the Agency and
the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the
Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data,
personal data breach, processing and
appropriate technical measures: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases
Services from the Agency.
Customer
Default: has the meaning set out in clause 4.2.
Data Protection Legislation: the UK Data Protection Legislation and
any other European Union legislation relating to personal data and all
other legislation and regulatory requirements in force from time to time which
apply to a party relating to the use of personal data (including, without
limitation, the privacy of electronic communications).
Escort: the person sent by the agency to spend time with the
Customer.
Intellectual Property Rights: patents, utility
models, rights to inventions, copyright and neighbouring and related rights,
moral rights, trade marks and service marks, business names and domain names,
rights in get-up and trade dress, goodwill and the right to sue for passing off
or unfair competition, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets), and all other intellectual
property rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or
in the future in any part of the world.
Order: the Customer's order for Services.
Services: the services
supplied by the Agency to the Customer as set out in the Specification.
Specification: the description or specification of
the Services provided by the Agency to the Customer.
UK Data Protection Legislation: all applicable data protection and
privacy legislation in force from time to time in the UK including the General
Data Protection Regulation ((EU) 2016/679); the Data Protection Act
2018; the Privacy and Electronic Communications Directive 2002/58/EC (as
updated by Directive 2009/136/EC) and the Privacy and Electronic Communications
Regulations 2003 (SI 2003/2426) as amended.
(c)
A reference to writing or written includes fax and email.
2.2
The Order shall
only be deemed to be accepted when the Agency confirms the Order at which point
and on which date the Contract shall come into existence (Commencement
Date).
3.1
The Agency shall
use all reasonable endeavours to ensure the person requested is available.
(b)
co-operate with
the Agency in all matters relating to the Services;
(e)
where applicable, prepare the
Customer's premises for the supply of the Services; and
(f)
comply with all
applicable laws, including health and safety laws;
5.1
The Charges for
the Services shall be calculated on a time basis:
(a)
the Charges shall
be calculated in accordance with the fee rates displayed on its website; and
5.2
The Customer
shall pay the Escort within 10 minutes of arrival, and time for payment shall be of the essence of the
Contract.
5.3
If the Customer
fails to make a payment due to the Agency under the Contract by the due date,
then, without limiting the Agency's remedies under clause 9, the Customer
shall pay interest on the overdue sum from the due date until payment of the
overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 8% a year above
the Bank of England's base rate from time to time, but at 8% a year for any
period when that base rate is below 0%.
6.
Intellectual
property rights
7.1
Both parties will
comply with all applicable requirements of the Data Protection Legislation.
This clause 7 is in addition
to, and does not relieve, remove or replace, a party's obligations or rights
under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as
and to the extent that they apply to the Agency) the law of the European Union,
the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to
time in force in the UK and any other law that applies in the UK.
7.3
Without prejudice
to the generality of clause 7.1, the Agency shall,
in relation to any personal data processed in connection with the performance
by the Agency of its obligations under the Contract:
(i)
the Customer or
the Agency has provided appropriate safeguards in relation to the transfer;
(ii)
the data subject
has enforceable rights and effective legal remedies;
(f)
notify the
Customer without undue delay on becoming aware of a personal data breach;
(h)
maintain complete
and accurate records and information to demonstrate its compliance with this
clause 7 and
immediately inform the Customer if, in the opinion of the Agency, an
instruction infringes the Data Protection Legislation.
7.4
Either party may,
at any time on not less than 30 days' notice, revise this clause 7 by replacing it
with any applicable controller to processor standard clauses or similar terms
forming part of an applicable certification scheme (which shall apply when placed on the website).
8.
Limitation of
liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
(a)
death or personal
injury caused by negligence; and
(b)
fraud or
fraudulent misrepresentation.
8.2
Subject to clause
8.1, the Agency's
total liability to the Customer shall not exceed £100. The Agency's total
liability includes liability in contract, tort (including negligence), breach
of statutory duty, or otherwise, arising under or in connection with the
Contract.
8.3
This clause 8.3
sets out specific heads of excluded loss:
(a)
Subject to clause
8.2, the types of loss
listed in clause 8.3(b) are wholly
excluded by the parties.
(b)
The following
types of loss are wholly excluded:
(ii) Loss of sales
or business.
(iii) Loss of
agreements or contracts.
(iv)
Loss of
anticipated savings.
(v)
Loss of use or
corruption of software, data or information.
(vi)
Loss of or damage
to goodwill.
(vii)
Indirect or
consequential loss.
8.4
The Agency has
given commitments as to compliance of the Services with relevant specifications
in clause 3. In view of these
commitments, the terms implied by section 4 of the Supply of Goods and Services
Act 1982 are, to the fullest extent permitted by law, excluded from the
Contract.
8.5
This clause 8 shall survive
termination of the Contract.
9.1
Without affecting
any other right or remedy available to it, either party may terminate the
Contract with immediate effect by giving notice to the other party if the other party commits a material breach of any term of the
Contract;
(a)
the Customer fails to pay any amount due under the
Contract on the due date for payment; or
(b)
the Customer requests
more than merely the company of the Escort;
(c)
the Customer is
aggressive, rude or tries to obtain sexual services from the Escort.
10.
Consequences of
termination
11.1
Force majeure. Neither party shall be in breach of
the Contract nor liable for delay in performing, or failure to perform, any of
its obligations under the Contract if such delay or failure result from events,
circumstances or causes beyond its reasonable control.
(b)
Each party may
disclose the other party's confidential information:
11.4
Waiver. A waiver of any right or remedy under the Contract
or by law is only effective if given in writing and shall not be deemed a
waiver of any subsequent right or remedy. A failure or delay by a party to
exercise any right or remedy provided under the Contract or by law shall not
constitute a waiver of that or any other right or remedy, nor shall it prevent
or restrict any further exercise of that or any other right or remedy. No
single or partial exercise of any right or remedy provided under the Contract
or by law shall prevent or restrict the further exercise of that or any other
right or remedy.
11.5
Severance. If any provision or part-provision of
the Contract is or becomes invalid, illegal or unenforceable, 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 or
part-provision shall be deemed deleted. Any modification to or deletion of a
provision or part-provision under this clause shall not affect the validity and
enforceability of the rest of the Contract.
(b)
Any notice shall
be deemed to have been received:
(i)
if delivered by
hand, on signature of a delivery receipt; and
11.8
Governing law. The Contract, and any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection
with it or its subject matter or formation shall be governed by, and construed
in accordance with the law of England and Wales.
11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.