EN

LEGAL

By subscribing to our service, the following terms and conditions (the “Terms and Conditions”) shall be applicable to "Members."

Definitions and Interpretation

(1.1) In these terms and conditions (the “Terms and Conditions”) the following words and phrases shall have the following respective meanings unless the context requires otherwise:

(1.1.1) “Authorised Person” means a specified individual within a Member’s family or personal staff as named on the relevant membership application form by the Member (or as subsequently notified by the Member to ESSENCE London in writing) as having such Member’s express authority to instruct ESSENCE London to provide Services on the Member’s behalf;

(1.1.2) “ESSENCE London” means Bitencourt & Sons Limited T/A ESSENCE London, a company registered and incorporated under the laws of England & Wales (company number 05001882) the address of whose registered office is at 2 Bradbrook House, Studio Place, Belgravia SW1X 8EL London.

(1.1.3) “Extra Services” mean services provided by ESSENCE or sourced by ESSENCE from a Supplier for that Member that are in addition those services already included in the requisite level of membership (see Schedule 1).

(1.1.4) “Member” means the person, corporate entity named on the Membership Application Form where acceptance of an application has been communicated to the Member by ESSENCE London;

(1.1.5) “Membership Subscription Rate” means the annual fee charged by ESSENCE London to the Member for membership;

(1.1.6) “Services” means any services provided by ESSENCE to the Member or sourced by ESSENCE from a Supplier for the Member and subsequently provided to a Member under the Terms and Conditions (and for avoidance of doubt all the membership schemes set out in Schedule 1 and Extra Services) including the purchase of Goods on behalf of the Member; and in this respect “Goods” means any goods purchased by or supplied to ESSENCE on behalf of a Member and subsequently provided to the Member under the Terms and Conditions which goods shall be deemed to have been purchased by ESSENCE as agent for the Member;

(1.1.7) “Supplier” means any third party supplier with whom ESSENCE London liaises in sourcing the Services (and for the avoidance of doubt also provides Services) while acting as agent on behalf of the Member.

Membership

(2.1) Essence London has an absolute discretion to accept or reject any application for membership.

(2.2) ESSENCE London shall not be deemed to have accepted the membership of an applicant until payment of the Membership Subscription Rate has been received in cleared funds from the Member. Following receipt of the Membership Subscription Rate, membership shall commence on such date as notified to the Member by ESSENCE London (the “Commencement Date”).

(2.3) Acceptance by ESSENCE London of an application for membership constitutes a binding contractual agreement between ESSENCE London and the Member upon these Terms and Conditions commencing from the Commencement Date.

(2.4) Membership is personal to the Member and cannot be transferred to any third party. ESSENCE London may transfer its rights and obligations under these Terms and Conditions.

Membership Subscription Rate and Renewals

Membership is conditional on payment in advance and in full of the Membership Subscription Rate, as referred to in Schedule 1.

(3.2) The Membership Subscription Rate shall be paid in full in advance and on each anniversary of the Commencement Date using either a debit card/credit card or annual standing order only.

(3.3) Membership will automatically continue beyond each anniversary of the Commencement Date (“the Renewal Date”) unless otherwise cancelled or terminated by the Member or ESSENCE London in accordance with these Terms and Conditions. The Member authorises ESSENCE London to deduct renewal from any debit/credit card given or bank mandate up to 28 days prior to or at any time after the Renewal Date.

(3.4) With effect from the first anniversary of the Commencement Date, the Membership Subscription Rate may be increased by ESSENCE London at any time. ESSENCE London shall give the Members not less than 30 days’ written notice (“the Notice”) prior to any such increases. Upon receipt of a Notice, the Member may cancel its membership by sending written confirmation of cancellation to ESSENCE London, provided that such confirmation is received by ESSENCE London within 28 days of the date of the Notice. Members shall pay the Membership Subscription Rate in full without any discount, deduction, set‐off or abatement whatsoever. If the Member fails to make payment within 30 days following the due date then, without limiting any other right or remedy available to ESSENCE London, ESSENCE London may:

(3.5.1) freeze the Member’s membership and withdraw the continuation of Services to the Member;

(3.5.2) cancel the membership. Where such cancellation of membership occurs, ESSENCE London cannot guarantee a former Member will be successfully re‐admitted as a Member at any time following cancellation.

(3.5.3) charge the Member interest on all overdue payments until payment is received in full (and both after as well as before judgment) at the annual rate of 8% per annum

Extra Service Fees

(4.1) The Membership subscription rate shall cover the services provided by ESSENCE as per the requisite level of membership.

(4.2) In respect of Extra Services, ESSENCE London’s charges (and those of any Supplier where ESSENCE London is making payment to such Supplier on your behalf) will be informed to you (“the Rate”) and value added tax (“VAT”) will be added to the Rate.

(4.3) ESSENCE London shall issue monthly invoices in respect of the Extra Service Fees to the Member (the “Invoice”). Invoices must be paid by the Member within 30 days of their date (or such other period as is agreed in writing between ESSENCE London and the Member).

(4.4) Members shall pay Invoices in full without any discount, deduction, set‐off or abatement whatsoever. If the Member fails to make payment of such Invoices on the due date then, without limiting any other right or remedy available to ESSENCE London, ESSENCE London may suspend the provision of any Extra Services.

Services

(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.

Payments to Suppliers

(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 and Suspension of Membership

(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.

Liability

(8.1) ESSENCE London warrants that it will, at all times, exercise reasonable care and skill in providing the Services and, as far as reasonably practicable, such provision will accord with the Member’s request and instructions.

(8.2) Where ESSENCE London engages a Supplier to procure Services for a Member, it will use reasonable care and skill in selecting and engaging the Supplier. Save as provided in this clause 8.2, ESSENCE London does not provide any recommendations or representations or offer any warranties as to the quality, fitness for a particular use or otherwise of the Goods or the standard of Services supplied.

(8.3) ESSENCE London takes no responsibility for instructing Supplier as to how to perform Services they provide and therefore accepts no liability for loss or damage caused by a Supplier in the course of providing Services to the Member, unless such loss or damage is directly attributable to our direct act or default.

(8.4) Members should note that the successful sourcing of Suppliers is always subject to availability and may change from time to time without notice. If any Supplier becomes unavailable, ESSENCE London will use reasonable endeavours to ensure that a substitute Supplier is located. ESSENCE London shall not be responsible for any actions of Suppliers which are outside ESSENCE London’s actual control.

(8.5) Members must rely on their own judgment and discretion in selecting and using the Services offered by a Supplier and in entering into any third party contracts with a Supplier. Any Goods or Services provided by the Supplier will be governed by the contract formed between the Member and the Supplier. ESSENCE London will not be responsible for any Goods or Services provided by the Supplier but will do everything it reasonably can to assist Members in any subsequent dealings with Suppliers.

(8.6) Any contracts which Members enter into with Suppliers are independent and not connected to or subject to these Terms and Conditions. ESSENCE London disclaims any and all liability for any act or omission of any Supplier or any loss incurred by a Member as a result of any act or omission of a Supplier.

(8.7) ESSENCE London may be asked to make recommendations to Members from time to time as part of the Services and Extra Services. When making such recommendations, ESSENCE London shall use reasonable endeavours to ensure that such recommendations are accurate. However, ESSENCE London does not warrant to Members that such recommendations are accurate or that they will be to the Member’s own satisfaction. Members must make and rely on their own enquiries in relation to such recommendations. ESSENCE London accepts no liability for any goods or services provided to a Member in the course of acting upon such a recommendation.

(8.8) ESSENCE London does not limit its liability for death or personal injury caused by its negligence or that of its employees.

(8.9) Subject to clause 8.8, ESSENCE London’s liability whether arising from negligence, tort, breach of contract or other obligation or duty is limited to the amounts that the Members have paid in Membership Subscription Rate and Members are responsible for making their own arrangements for the insurance of any excess loss.

(8.10) Subject to clause 8.8, ESSENCE London will not have any liability to the Member for any claim to the extent that such claim is or can be characterised as a claim for (or arising from):

i. loss of revenue or profits;
ii. loss of business opportunity or loss of contracts;
iii. loss of goodwill or injury to reputation;
iv. indirect, consequential or special loss or damage; or anticipated savings.

(8.11) ESSENCE London shall not be liable to the Member and will not be deemed to be in breach of these Terms and Conditions for any delay in performing or failure to perform the Services where such delay or failure is due to causes or events beyond ESSENCE London’s reasonable control and in this respect ESSENCE London cannot accept liability if the Services cannot be performed by reason of Act of God, disruption caused by weather, dire, lockout or strike, rule, order or act of government instrument and this will not constitute a breach of these Terms and Condition by ESSENCE London.

Confidentiality

(9.1) Except to the extent set out in this clause 9, or where disclosure is expressly permitted elsewhere in these terms and conditions, ESSENCE London shall:

a. treat all confidential information that ESSENCE London holds in relation to the Member as confidential applying the same security measures and degree of care to the confidential information as ESSENCE London applies to its own confidential information; and b. not disclose the Member’s confidential information to any other person without the Member’s prior written request

(9.2) Clause 9.1 shall not apply to the extent that:

a. such information is or becomes generally available to the public (other than as a result of its disclosure by ESSENCE London or its representatives in breach of these terms and conditions agreement), or;

b. was available to ESSENCE London on a non‐confidential basis prior to disclosure by the Member; or

c. was, is or becomes available to ESSENCE London on a non‐confidential basis from a person who, to ESSENCE London’s knowledge, is not bound by a confidentiality agreement with the Member or otherwise prohibited from disclosing the information to ESSENCE London;

d. was lawfully in the possession of ESSENCE London before the information was disclosed to it by the Member as evidenced by written records; or

e. the parties agree in writing it is not confidential or may be disclosed.

(9.3) ESSENCE London may disclose the confidential information only to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Member as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.3, it takes into account the reasonable requests of the Member in relation to the content of such disclosure.

General

(10.1) Nothing in these Terms and Conditions is designed to give any other person any rights or remedies under the Contracts (Rights of Third Parties) Act 1999.

(10.2) These Terms and Conditions are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the courts of England and Wales.

(10.3) ESSENCE London may vary the Terms and Conditions from time to time and will notify Members in writing in advance 14 days prior to such variation. Upon receiving a notice of variation of these Terms and Conditions, a Member may cancel membership by serving notice in writing to ESSENCE London within 30 days following receipt of the notice of variation. In such circumstances, ESSENCE London will reimburse the Member’s Membership Subscription Rate on a pro rata basis. A Member’s continuing request for Services will indicate its acceptance of the altered Terms and Conditions in any event.

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