.THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE
PROVISIONS OF CLAUSE 8 (LIMITATION OF
The following definitions and rules of interpretation apply
in these Conditions.
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.
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
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.
A reference to a
statute or statutory provision is a reference to it as amended or re-enacted. A
reference to a statute or statutory provision includes all subordinate
legislation made under that statute or statutory provision.
following the terms including, include, in particular, for example
or any similar expression, shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or term preceding
A reference to writing or written includes fax and email.
Basis of contract
constitutes an offer by the Customer to engage the Services in accordance with
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
photographs, descriptive matter or advertising issued by the Agency, and any
descriptions or illustrations contained on the Agency's website, are issued or
published for the sole purpose of giving an approximate idea of the person
described in them. They shall not form part of the Contract or have any
apply to the Contract to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.
given by the Agency shall not constitute an offer and shall not be binding
until a Contract has been made.
The Agency shall
use all reasonable endeavours to ensure the person requested is available.
The Agency shall
use all reasonable endeavours to meet any performance dates and times specified
in the order, but any such details shall be estimates only and time shall not
be of the essence for performance of the Services.
reserves the right to amend the Specification if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not
materially affect the nature or quality of the Services, and the Agency shall
notify the Customer in any such event.
ensure that the
terms of the Order and any information it provides in the Specification are
complete and accurate;
the Agency in all matters relating to the Services;
provide the Agency,
its employees, agents with access to the Customer's premises, office
accommodation and other facilities as reasonably required by the Agency;
provide the Agency
with such information and materials as the Agency may reasonably require in
order to supply the Services, and ensure that such information is complete and
accurate in all material respects;
where applicable, prepare the
Customer's premises for the supply of the Services; and
comply with all
applicable laws, including health and safety laws;
If the Agency's
performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to
perform any relevant obligation (Customer Default):
or affecting any other right or remedy available to it, the Agency shall have
the right to suspend performance of the Services until the Customer remedies
the Customer Default, and to rely on the Customer Default to relieve it from
the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Agency's performance of any of its obligations;
the Agency shall
not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from the Agency's failure or delay to perform
any of its obligations as set out in this clause 4.2; and
shall reimburse the Agency on demand for any costs or losses sustained or
incurred by the Agency arising directly or indirectly from the Customer
The Charges for
the Services shall be calculated on a time basis:
the Charges shall
be calculated in accordance with the fee rates displayed on its website; and
the Agency shall
be entitled to charge the Customer for any expenses reasonably incurred by the
Escorts individuals whom the Agency engages in connection with the Services
including travelling expenses, hotel costs, subsistence and any associated
expenses, and for the cost of services provided by third parties and required
by the Agency for the performance of the Services.
shall pay the Escort within 10 minutes of arrival, and time for payment shall be of the essence of the
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%.
All amounts due
under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as
required by law).
Property Rights in or arising out of or in connection with the Services (other
than Intellectual Property Rights in any materials provided by the Customer)
shall be owned by the Agency.
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.
acknowledge that for the purposes of the Data Protection Legislation, the
Customer is the controller and the Agency is the processor.
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:
personal data only on the documented written instructions of the Customer
unless the Agency is required by Applicable Laws to otherwise process that
personal data. Where the Agency is relying on laws of a member of the European
Union or European Union law as the basis for processing Personal Data, the Agency
shall promptly notify the Customer of this before performing the processing
required by the Applicable Laws unless those Applicable Laws prohibit the Agency
from so notifying the Customer;
ensure that it
has in place appropriate technical and organisational measures to protect
against unauthorised or unlawful processing of personal data and against
accidental loss or destruction of, or damage to, personal data, appropriate to
the harm that might result from the unauthorised or unlawful processing or
accidental loss, destruction or damage and the nature of the data to be
protected, having regard to the state of technological development and the cost
of implementing any measures (those measures may include, where appropriate,
pseudonymising and encrypting Personal Data, ensuring confidentiality,
integrity, availability and resilience of its systems and services, ensuring
that availability of and access to personal data can be restored in a timely
manner after an incident, and regularly assessing and evaluating the
effectiveness of the technical and organisational measures adopted by it);
ensure that all
personnel who have access to and/or process personal data are obliged to keep
the personal data confidential; and
not transfer any
personal data outside of the European Economic Area unless the prior written
consent of the Customer has been obtained and the following conditions are
the Customer or
the Agency has provided appropriate safeguards in relation to the transfer;
the data subject
has enforceable rights and effective legal remedies;
complies with its obligations under the Data Protection Legislation by
providing an adequate level of protection to any personal data that is
complies with reasonable instructions notified to it in advance by the Customer
with respect to the processing of the personal data;
Customer, at the Customer's cost, in responding to any request from a data
subject and in ensuring compliance with its obligations under the Data
Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;
Customer without undue delay on becoming aware of a personal data breach;
at the written
direction of the Customer, delete or return personal data and copies thereof to
the Customer on termination of the agreement unless required by Applicable Law
to store the personal data; and
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.
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).
liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in the
Contract limits any liability which cannot legally be limited, including but
not limited to liability for:
death or personal
injury caused by negligence; and
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
This clause 8.3
sets out specific heads of excluded loss:
Subject to clause
8.2, the types of loss
listed in clause 8.3(b) are wholly
excluded by the parties.
types of loss are wholly excluded:
(i) Loss of
(ii) Loss of sales
(iii) Loss of
agreements or contracts.
Loss of use or
corruption of software, data or information.
Loss of or damage
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
This clause 8 shall survive
termination of the Contract.
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
any other right or remedy available to it, the Agency may terminate the
Contract with immediate effect by giving written notice to the Customer if:
the Customer fails to pay any amount due under the
Contract on the due date for payment; or
the Customer requests
more than merely the company of the Escort;
the Customer is
aggressive, rude or tries to obtain sexual services from the Escort.
On termination of
the Contract the Customer shall immediately pay to the Agency any monies due to
the Agency and interest.
the Contract shall not affect any rights, remedies, obligations or liabilities
of the parties that have accrued up to the date of termination, including the
right to claim damages in respect of any breach of the Contract which existed
at or before the date of termination.
Any provision of
the Contract that expressly or by implication is intended to come into or
continue in force on or after termination of the Contract shall remain in full
force and effect.
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.
undertakes that it shall not at any time during the Contract, and for a period
of five years after termination of the Contract, disclose to any person any
confidential information concerning the business, affairs, customers, clients
or Agencies of the other party, except as permitted by clause 11.2(b).
Each party may
disclose the other party's confidential information:
to its employees,
officers, representatives, subcontractors or advisers who need to know such
information for the purposes of carrying out the party's obligations under the
Contract. Each party shall ensure that its employees, officers,
representatives, subcontractors or advisers to whom it discloses the other party's
confidential information comply with this clause 11.2; and
as may be
required by law, a court of competent jurisdiction or any governmental or
shall use the other party's confidential information for any purpose other than
to perform its obligations under the Contract.
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.
acknowledges that in entering into the Contract 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 the
Contract. Each party agrees that it shall have no claim for innocent or
negligent misrepresentation or negligent misstatement based on any statement in
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.
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.
Any notice given
to a party under or in connection with the Contract shall be in writing and
shall be delivered by hand or by pre-paid first-class post or other next working
day delivery service at its registered office (if a company) or its principal
place of business (in any other case);
Any notice shall
be deemed to have been received:
if delivered by
hand, on signature of a delivery receipt; and
if sent by
pre-paid first-class post or other next working day delivery service, at 9.00
am on the second Business Day after posting or at the time recorded by the
This clause does
not apply to the service of any proceedings or other documents in any legal
action or, where applicable, any other method of dispute resolution.
Third party rights.
expressly states otherwise, the Contract does not give rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
The rights of
the parties to rescind or vary the Contract are not subject to the consent of
any other person.
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.
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.