(5.1) ESSENCE London will provide the Services to the Member on condition that all requests are for lawful and moral personal services in respect of the personal needs.
(5.2) ESSENCE London is entitled to act on instructions received from an Authorised Person as if they were instructions received directly from the Member.
(5.3) The terms and conditions governing the provision of certain services, for example, event organisation, may be supplemented by additional agreements and fees the details of which will be sent to Members upon requesting such services. The provision of such services will not commence until ESSENCE London receives such agreement duly signed by the Member.
(5.4) In addition to the Services referred to as being included part of a particular level of Membership (see Schedule 1), ESSENCE London may in its discretion and upon instruction by the Member in a request, tailor Services in a bespoke manner to meet the specific needs of a Member.
(5.5) Acting reasonably at all times, Essence London reserves the right to:
(5.5.1) refuse to provide any Service requested; and/or
(5.5.2) withdraw the continuation of any Service; provided that Essence London informs the Member of any refusal or withdrawal as soon as reasonably practicable.
(5.6) Except where Services are to be provided by Essence London, Essence London will liaise with Suppliers in procuring the Services to be provided to the Members. Essence Lon- don will communicate with Suppliers on a Member’s behalf unless it considers that it is more appropriate in the circumstances for the Member to contact the Supplier directly, in which case it will advise the Member accordingly.
(5.7) Suppliers may impose their own terms and conditions in providing the Services and Members are required to comply with such terms and conditions. Unless otherwise agreed by the Supplier, a Member shall not be entitled to cancel any Service requested where, on a Member’s instructions, performance has already begun.
(5.8) Where Essence London receives instructions from a Member to obtain tickets to a sold out event (“the Sold Out Event”), Essence London will liaise with Suppliers to source and purchase such tickets. Members acknowledge and agree that such tickets may be purchased at a premium to their face value.
(5.9) Where tickets to a Sold Out Event have been purchased pursuant to clause 5.7 and the Sold Out Event is subsequently cancelled for any reason, Members acknowledge and agree that any reimbursement will be limited solely to the face value of such tickets.
(5.10) Where a Member decides to cancel tickets arranged on the Member’s behalf by Essence London, Essence London will not arrange refunds of: (a) the price paid for the tickets and any booking fee; or (b) the cost of any ancillary expenses involved in purchasing the tickets.
(5.11) Where a Member requests Essence London to purchase Goods on his behalf, the Member agrees that such Goods will be purchased by Essence London as agent for the Member and accordingly any contract of purchase will be entered into between the Member and the relevant Supplier.
(5.12) Where a Member requests that Essence London purchases Goods on the Member’s behalf, the Member agrees that Essence London may charge mark-up fees, handling charges and any other reasonable fees incurred in the purchasing of such Goods to the Member (for example, when Essence London has a trade account with a supplier or has sourced a ‘sold out’ item). Such fees will be notified to Members at the time the request is made to Essence London.
(5.13) Where a Member requests Essence London to make Supplier recommendations Essence London shall provide independent and unbiased advice to the Member in relation to those Suppliers. Essence London may receive commissions or referral fees from Suppliers as a result of a Member’s decision to use that Supplier and the Member agrees that Essence London may retain such commissions and referral fees.
(6.1) ESSENCE London offers an expenses account facility (“the Expenses Account”) to each Member at no extra charge. From time to time, ESSENCE London may request that Members make the payment of a float (“the Floater”) to the Expenses Account on specified dates in order to provide Extra Services. Where a request for a Floater is not met on the specified date, ESSENCE London may decline to provide any further Services to the Member until such Member has made payment of required Floater to the Expenses Account.
(6.2) If the Member fails to make the required Floater on the specified date as requested by ESSENCE London then, without limiting any other right or remedy available to ESSENCE London, ESSENCE London may suspend the provision of any Extra Services to the Member (where payment for such Extra Services would otherwise be made from the Member’s Expenses Account) until the required Floater is made;
(6.3) A Member may at any time request that the balance of any monies contained in the Expenses Account are repaid by Essence London. Such a request must be in writing and signed by the Member. Essence London will repay the balance of any monies in the Expenses Account to the Member within 21 days of receiving the written request to repay.
(6.4) Essence London may use the monies contained in the relevant Member’s Expenses Account in order:
(6.4.1) to make payments to a Supplier on the Member’s behalf; and/or:
(6.4.2) upon prior request from the Member) to pay an Invoice.
(6.4.3) upon termination or cancellation of this Agreement, or upon monetary default by the Member, use all or a portion to pay any and all amounts due and owing to Essence London by the Member.
(6.5) A complete breakdown of all movements into and out of the Expenses Account will be provided in the statement of account which will be sent to Members on request (but not more than once each month unless Essence London agrees otherwise).
(6.6) Essence London may use the Member’s debit/credit card to make payments to a Supplier on the Member’s behalf on condition that a Member has requested and authorised Essence London to do so. In such circumstances, Members acknowledge, warrant and agree that:
(6.6.1) Essence London shall have no liability in respect of or be responsible in any way for any use of a Member’s debit/credit card by such Supplier;
(6.6.2) the debit/credit card used will be that of the Member’s; and
(6.6.3) the debit/credit card will be sufficient to cover in full the cost of the goods or services supplied by the Supplier.
(6.7) From time to time a Member may instruct Essence London to make a reservation (such as a restaurant reservation) on his/her behalf. Where such reservation is subsequently cancelled by the Member, the Member authorises Essence London to charge to his debit/credit card the amount of any deposit forfeited by Essence London as a result of such cancellation.
(Cancellation by ESSENCE London)
(7.1) ESSENCE London reserves the absolute right to cancel the membership of any Member (in its sole discretion) with immediate effect in the following circumstances:
(7.1.1) where a Member commits a serious or repeated breach of these Terms and Conditions and the breach, if capable of remedy, is not remedied within 14 days of receipt of a default notice;
(7.1.2) if any part of the Membership Subscription Rate remains unpaid 30 days after its due date for payment;
or If ESSENCE London terminates for any of the reasons in this clause, it reserves the right to retain a proportion of the money paid under these Terms and Conditions to cover any reasonable costs incurred, including legal expenses.
(7.2) Where ESSENCE London cancels membership for any serious reason, other than those outlined in clause 7.1, it will give 28 days’ notice of cancellation to the Member. Where ESSENCE London cancels membership pursuant to this clause, it shall refund the balance of the Membership Subscription Rate on a time apportionment basis in respect of the unused period of membership.
(Cancellation by the Member)
(7.3) A Member shall not be entitled to cancel membership during the initial 12 month period except where cancellation is sought by the Member in writing to ESSENCE London within 7 days of the Commencement Date. In such circumstances, the Member will receive a full refund of the Membership Subscription Rate.
(7.4) Where a Member cancels membership pursuant to clause 7.3, ESSENCE London will lose the time it has spent in processing the Member’s application. Therefore, ESSENCE London reserves the right to charge the Member an administration fee of £500 which will be sufficient to cover ESSENCE London’s lost expenses and handling charges and so is a genuine pre-estimate of the losses of ESSENCE London is such circumstances. This will be deducted from the Membership Subscription Rate refund owed to the Member.
(7.5) Members are entitled to cancel membership by giving not less than one month’s notice prior to each anniversary of the Commencement Date. For the avoidance of doubt, if such notice is not received from the Member within such period, ESSENCE London may proceed to invoice the Client and process payment of the Membership Subscription Rate and the Member’s entitlement to cancel in respect of his Membership for the following year will lapse.
(7.6) Where membership has been cancelled in accordance with clause 7.5, the Member must ensure that the relevant Mandate for its Membership Subscription Rate has also been cancelled. Where the Member fails to do so, ESSENCE London will be required to repay Membership Fees(s) or relevant part thereof to a Member due to the Member’s omission. In such circumstances, ESSENCE London will lose time spent in arranging for such repayment to the Member. ESSENCE London therefore reserves the right to charge the Member an administration fee of £100 per repayment which is sufficient to cover its lost expenses and handling charges.
(7.7) In addition to the rights of cancellation under this clause 7, Members shall be entitled to cancel Membership in accordance with clauses 3.8, and 11.3.