.THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1.            Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1         Definitions.

                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.

1.2         Interpretation:

(a)      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.

(b)      Any words 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 those terms.

(c)       A reference to writing or written includes fax and email.

2.            Basis of contract

2.1         The Order constitutes an offer by the Customer to engage the Services in accordance with these Conditions.

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).

2.3         Any drawings, 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 contractual force.

2.4         These Conditions 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.

2.5         Any quotation given by the Agency shall not constitute an offer and shall not be binding until a Contract has been made.

3.            Supply of Services

3.1         The Agency shall use all reasonable endeavours to ensure the person requested is available.

3.2         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.

3.3         The Agency 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.

4.            Customer's obligations

4.1         The Customer shall:

(a)      ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

(b)      co-operate with the Agency in all matters relating to the Services;

(c)       provide the Agency, its employees, agents with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Agency;

(d)      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;

(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;

4.2         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):

(a)      without limiting 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;

(b)      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

(c)       the Customer shall reimburse the Agency on demand for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Customer Default.

5.            Charges and payment

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

(b)      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.

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%.

5.4         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).

6.            Intellectual property rights

6.1         All Intellectual 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.

7.            Data protection

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.

7.2         The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Agency is the processor.

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:

(a)      process that 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;

(b)      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);

(c)       ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d)      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 fulfilled:

(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;

(iii)       the Agency complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv)       the Agency complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(e)      assist the 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;

(f)        notify the Customer without undue delay on becoming aware of a personal data breach;

(g)      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

(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.

8.1         Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(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:

(i)        Loss of profits

(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.            Termination

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;

9.2         Without affecting 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:

(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

10.1      On termination of the Contract the Customer shall immediately pay to the Agency any monies due to the Agency and interest.

10.2      Termination of 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.

10.3      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.

11.         General

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.

11.2      Confidentiality.

(a)      Each party 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).

(b)      Each party may disclose the other party's confidential information:

(i)         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

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)       Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.3      Entire agreement.

(a)      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.

(b)      Each party 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 the Contract.

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.

11.6      Notices.

(a)      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);

(b)      Any notice shall be deemed to have been received:

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

(ii)        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 delivery service.

(c)       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.

11.7      Third party rights.

(a)      Unless it 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 Contract.

(b)      The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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.