Legal

Sponsor Terms

Terms and Conditions for Sponsors

These Conditions were last updated on 7^th December 2021 and may be varied from time to time. Please ensure that you review these Conditions regularly as you will be deemed to have accepted a variation to them if you continue to receive the benefit of Packages after it has been posted.

1. Definitions

1.1 – The following definitions and rules of interpretation apply in these Conditions:

Agreed Purposes:
for facilitating and enhancing networking opportunities at Events and marketing of our future Events.

Booking Form:
a form identifying (amongst other things) (i) the Sponsor; (ii) the Charges; (iii) the Start Date; (iv) the Payment Schedule; (v) the Event (including the start date of the Event); (vi) a summary of the Package(s) purchased by the Sponsor; and (viii) any other specific terms.

Conditions:
these terms and conditions as amended from time to time in accordance with Condition 17.5.

Confidential Information:
all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.

Contract:
a contract between Oxford Global Marketing and the Sponsor for the supply of the Package(s), incorporating a Booking Form and these Conditions.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:
shall have the meanings as set out in the Data Protection Legislation.

Charges:
the sums payable by the Sponsor for the Packages and sponsoring an Event, as shown on the Booking Form.

Data Discloser:
a party that discloses Shared Personal Data to the other party.

Data Protection Legislation:
all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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).

Delegate:
any person who has been invited by Oxford Global Marketing to attend an Event (and, if the Delegate is a corporate entity, the Delegate’s employees and representatives).

Event:
the event(s) to be organised by us as set out in the Booking Form, which may be a physical event, hybrid event, a digital virtual event, or other broadcast digital audio or video webinar.

Force Majeure Incident:
any incident or event affecting the performance of any provision of the Contract or the availability or continuation of an Event arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, pandemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.

Meeting Area:
the area designated for the Sponsor at the Event, as designated by Oxford Global Marketing.

Package:
the right(s) afforded to a Sponsor in respect of its attendance in support of an Event.

Permitted Recipients:
the parties to a Contract, any employees and representatives of each party and any third parties engaged to perform obligations in connection with a Contract.

Shared Personal Data:
the personal data to be shared between the parties under clause 15 of these Conditions. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
a) first names, last names, job titles, email address, contact telephone number and registration information of Delegates;
b) first names, last names, email address, contact telephone number and registration information of Sponsors;

Sponsor:
the recipient of the Package(s), as identified in the relevant Booking Form (and, if the Sponsor is a corporate entity, the Sponsor’s employees and representatives).

Start Date:
the date specified on the Booking Form or if none is specified the date of the last signature on the Booking Form.

Term:
the period set out in Condition 3.

UK GDPR:
has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1.2 – A reference to “we”, “us”, our” or “Oxford Global Marketing” is to Oxford Global Marketing Limited (company number 6408327) with registered office at Highview House 1st Floor, Tattenham Crescent, Epsom, Surrey KT18 5QJ, U.K.

1.3 – A reference to “you” or “your” is a reference to the Sponsor.

1.4 – Condition headings shall not affect the interpretation of the Contract.

1.5 – A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 – A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.7 – Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.8 – Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2. Conditions and Booking Form

2.1 – These Conditions shall apply to and be incorporated in each Contract.

2.2 – No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.

2.3 – No Booking Form, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us receiving any deposit that may be outlined in that Booking Form, at which point a Contract shall be formed between us and you for the supply and purchase of Packages specified in the relevant Booking Form on these Conditions.

2.4 – Unless a Booking Form states that it is in relation to more than one Event, a Booking Form shall be in respect of one Event and a Sponsor shall be required to execute and return additional Booking Forms for each subsequent Event.

2.5 – Your standard terms and conditions (if any) attached to, enclosed with or referred to in any Booking Form or sent under separate cover shall not govern the Contract.

2.6 – To the extent there is any conflict between the wording within a Booking Form and these Conditions, that wording within the relevant Booking Form shall take precedence.

3. Term

The Contract shall take effect on and from the Start Date and shall continue for the period specified in the relevant Booking Form or until the end of the Event to which the Booking Form relates, unless terminated earlier in accordance with Condition 8.

4. Our Rights and Obligations

4.1 – Oxford Global Marketing reserves the right without being required to give notice to the Sponsor to alter the layout of any meeting floor plan at any time and to relocate the Sponsor to another area.

4.2 – Oxford Global Marketing shall use its reasonable endeavours to ensure information it supplies to the Sponsor in relation to an Event (including information regarding the number of Delegates attending an Event and the identity of any Delegates attending an Event) is accurate. However, Oxford Global Marketing does not warrant or represent the accuracy of such information.

4.3 – In the event there is an inaccuracy or mistake in or change to the information provided by Oxford Global Marketing to a Sponsor in relation to an Event (including the number and/or identity of any Delegates attending an Event), the Sponsor shall not be relieved from its obligations to pay the Charges nor, should it choose to cancel, to pay any applicable cancellation fee in accordance with these Conditions.

5. Your Rights and Obligations

5.1 – Occupation of Meeting Area

Oxford Global Marketing will notify the Sponsor of the Meeting Area prior to an Event and the Sponsor must occupy the Meeting Area by the opening time of the first day of the Event and keep the Meeting Area occupied for the duration of the Event. If the Sponsor fails to do so, it will be deemed to have cancelled its Package, in which case Condition 8.4 will apply and the Package may be offered to another sponsor of Oxford Global Marketing.

5.2 – Prohibition of Transfer

A Sponsor may not assign or share the whole or any part of the Package nor shall it sublet or share possession of, or grant licenses in respect of the whole or any part of the meeting area allocated to it nor may it exhibit and/or distribute or permit to be exhibited and/or distributed any cards, advertisements, or printed matter of firms who are not a bona fide Sponsor from any area of the Event. This does not apply to Affiliates of the Sponsor and which are listed on the Booking Form.

5.3 – Event Promotional Materials

Only the signage provided by Oxford Global Marketing will be used by the Sponsor. Oxford Global Marketing will notify the Sponsor of the nature of available meeting facilities and of promotional material e.g., display stands and brochures that the Sponsor may display.

5.4 – Packages and Supply of Content

The Packages do not include the supply by Oxford Global Marketing of any supply of content. If a Sponsor requires Oxford Global Marketing to supply content in respect of an Event (including any positioning and/or placement of advertisements), the Sponsor and Oxford Global Marketing shall enter into a separate arrangement in respect of that supply and separate terms will apply to that supply which can be found here.

6. Charges and Payment Terms

6.1 – In consideration of the Packages we provide, you will pay us (or our designated agent, as the case may be) the Charges in accordance with the relevant Payment Schedule and if no Payment Schedule is stated in the Booking Form then payment of the Charges shall be made in full within 30 days of the date of Oxford Global Marketing’s invoice or immediately prior to the start of the Term (whichever is sooner).

6.2 – The Charges exclude any expenses, materials and third party services, for which we will invoice you separately.

6.3 – You must pay to us all Charges in full within 30 days of the date on the invoice.

6.4 – Without prejudice to any other right or remedy that we may have, if you fail to pay any of our invoices in accordance with Condition 6.3 we may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

(b) remove and exclude the Sponsor (including, for the avoidance of doubt, the Sponsor’s employees and representatives) from the Event until payment has been made in full.

6.5 – All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.

6.6 – You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.

6.7 – All Charges stated are exclusive of VAT and you must pay VAT and/or any other applicable sales tax in addition.

7. The appointment system and one to one meetings

7.1 – This Condition shall apply to any Contract where Oxford Global Marketing is working with the Sponsor to pre-schedule meetings with Delegates during an Event.

7.2 – The Sponsor must supply the names of its employees and representatives who will be attending the Event at least 1 month prior to the start of the Event.

7.3 – Whilst every effort will be made by Oxford Global Marketing to pre-schedule meetings as requested and to match the most appropriate Delegates with the Sponsor, Oxford Global Marketing retains the right to set priorities, change and amend priorities and have full discretion as to which appointments are included in the itinerary of the Event and the order in which the one to one meetings will run.

7.4 – Oxford Global Marketing will circulate to the Sponsor a list of all Delegates at the Event, details of all prearranged meetings and itinerary of the Event in respect of each of the Sponsor’s employees and representatives as soon as practicable prior to the Event.

7.5 – While Oxford Global Marketing will make all reasonable effort to accommodate any requests for amendments to itineraries, it accepts no responsibility for ensuring whether appointments are kept by either the Delegate or the Sponsor and no liability for appointments not kept by either the Delegate or the Sponsor.

7.6 – The Sponsor is required to make a minimum number of choices in order to fulfil one to one meetings. 30 choices for 7 meetings and 40 choices for 14 meetings. Should the sponsor provide less than the minimum choices required for their contracted number of meetings, Oxford Global Marketing will not be responsible to reimburse for unfulfilled meetings.

7.7 – Should the Sponsor select the appropriate number of delegate choices stipulated in section 7.6 and Oxford Global Marketing fail to provide the contracted number of meetings, Oxford Global Marketing will refund for each unfulfilled meeting on a pro rata basis.

8. Termination by you or us (including withdrawal or cancellation)

8.1 – Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;

(d) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

(e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 8.1(c) to 8.1(d) inclusive.

8.2 – Without limiting our other rights or remedies, we may suspend the supply of the Packages and/or remove and exclude you (including your employees and representatives) from the Event and/or terminate the Contract if you become subject to any of the events listed in Conditions 8.1(c) to 8.1(d), or we reasonably believe that you are about to become subject to any of them.

8.3 – If we cancel or make a significant change to the supply of the Packages which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.

8.4 – You may withdraw from an Event or cancel your purchase of Packages by giving us prior written notice in accordance with Condition 8.5 providing that, unless otherwise agreed in the relevant Booking Form or otherwise in writing by Oxford Global Marketing, immediately pay to us the applicable cancellation fee, being:

(a) a withdrawal or cancellation more than 6 months prior to the Event: cancellation fee equal to 35% of the total Charges;

(b) a withdrawal or cancellation between 6 and 3 months prior to the Event: cancellation fee equal to 75% of the total Charges; and

(c) a withdrawal or cancellation less than 3 months prior to the Event: cancellation fee equal to 100% of the total Charges.

8.5 – Any notice to cancel a purchase of Packages pursuant to Condition 8.4 must be sent by recorded delivery to us at Oxford Global Marketing Limited, 2^nd Floor Godstow Court, Minns Business Park, Botley, Oxford OX2 0JB, UK and marked for the attention of Operations Team, or via email to help@oxfordglobal.co.uk . Cancellation shall be deemed to have occurred when confirmed in reply by Oxford Global, which shall be no later than one Business Day after posting/emailing to the address stated within this Condition 8.5, at which point the cancellation fee stated in Condition 8.4 shall become immediately payable.

9. Consequences of Termination

9.1 – Following termination of the Contract for whatever reason:

(a) you must immediately pay any sums due to us;

(b) we will each return to the other (or, at the other’s request, destroy) all Sponsor Materials and confidential information belonging to the other that the other had supplied in connection with the Contract; and

(c) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect including, without limitation, Conditions 6 (Charges and Payment Terms), 9 (Consequences of Termination), 12 (Limitation of Liability), 14 (Confidentiality), 15 (Data protection) and 17 (Miscellaneous).

9.2 – Where we terminate pursuant to Condition 8.1 or 8.2, we will not refund you any of the Charges you have already paid.

9.3 – Expiry or 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.

10. Force Majeure

10.1 – Neither party shall be in breach of a 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 a Force Majeure Incident.

10.2 – If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.

11. Postponement or Abandonment

11.1 – The Sponsor shall not have any claim against Oxford Global Marketing in respect of any loss or damage upon the failure for whatever reason to hold any part of the Event or of the venue at which the Event is scheduled to take place becoming wholly or partially unavailable for the holding of the Event. If by the re-arrangement or postponement of the period of the Event, or by substitution of another venue for the holding of the Event or any other reasonable action, the Event can take place, the Contract shall remain in force.

11.2 – If Oxford Global Marketing abandons the Event and/or the Event is cancelled:

(a) due to a Force Majeure Incident:

(i) Condition 10 shall apply;

(ii) Oxford Global Marketing will reschedule the Event (to be held as soon as reasonably possible and in any event within 12 months of the date of the original Event, providing there is no Force Majeure at that time); and

(iii) no reimbursement of any Charges already paid will be made by Oxford Global Marketing and the Sponsor will remain liable to pay the Charges in full; and

(b) other than by reason of events or circumstances beyond its reasonable control, Oxford Global Marketing will reimburse the Charges paid by the Sponsor.

12. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

12.1 – This Condition 12 sets out our entire financial liability (including without limitation any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

(a) any breach of the Contract howsoever arising; and

(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

12.2 – Nothing in these Conditions limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by our negligence; or

(b) fraud or fraudulent misrepresentation.

12.3 – Subject to Condition 12.2, we shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss or corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

12.4 – Subject to Condition 12.2 and Condition 12.3, our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited in each 12 month period commencing on the Start Date (and each anniversary of it) to the sum of the Charges paid under the Contract during that 12 month period.

12.5 – Nothing in this Condition 12 shall limit the Sponsor’s payment obligations under a Contract.

13. Insurance and indemnity

13.1 – During the Term and for a period of six years after the expiry or termination of a Contract, the Sponsor shall maintain in force, with a reputable insurance company public and product liability insurance at an amount not less than £5,000,000 per claim or series of connected claims to cover the liabilities that may arise under or in connection with a Contract and shall produce to the Customer on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

13.2 – The Sponsor shall indemnify Oxford Global Marketing in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Oxford Global Marketing arising out of, or in connection with, the damage to property or persons (including personal injury and death) caused by the Sponsor or the Sponsor’s employees or representatives at an Event.

14. Confidentiality

14.1 – Each party may be given access to Confidential Information from the other to perform its obligations and exercise its rights under a Contract. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party’s lawful possession before the disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

14.2 – Each party shall hold the other’s Confidential Information in confidence and shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Conditions.

14.3 – Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of these Conditions.

14.4 – Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

14.5 – This clause shall survive termination of a Contract, however arising, by two years.

15. Data Protection

15.1 – This clause 15 sets out the framework for the sharing of personal data between the parties as independent controllers. Each party acknowledges that one party (referred to in this clause 15 as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

15.2 – Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect.

15.3 – Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under a Contract of the nature of such processing. This includes giving notice that, on the termination of a Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Conditions;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

15.4 – Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, 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, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of a Contract unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 15 and allow for audits by the other party or the other party’s designated auditor; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

16. Event Photography & Filming

For promotional purposes, there may be professional photography and video production taking place during an Event. If any employees or representatives of the Sponsors do not wish to be filmed or recorded during an Event, the Sponsor must notify Oxford Global Marketing in writing no less than 1 week prior to the start of the Event as to who these persons are and ensure those persons make themselves known to Oxford Global Marketing prior to the Event.

17. Miscellaneous

17.1 – Subject to Condition 8.5, any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be deemed to have been received:

(a) if delivered by hand to the address specified in the Booking Form or, if none is stated, the parties’ registered address or principal place of business, on signature of a delivery receipt or at the time the notice is left;

(b) if sent by pre-paid first-class post or other next working day delivery service to the address specified in the Booking Form or, if none is stated, the parties’ registered address or principal place of business, at 9.00 am on the second Business Day after posting or, if later, at the time recorded by the delivery service;

(c) if sent by email to the email address stated in the relevant Booking Form, at 9.00 am on the next Business Day after transmission. This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this Condition, “writing” shall not include email.

17.2 – 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. 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.

17.3 – No Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.

17.4 – No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy.

17.5 – We may vary these Conditions from time to time by updating where they are displayed on our website. Save as set out in this Condition 17.5, no amendment or variation to a Contract or these Conditions shall be effective unless in writing and signed by each party.

17.6 – If any provision or part-provision of a Contract or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract or these Conditions.

17.7 – Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.8 – A person who is not a party to a Contract has no right to enforce any term of that Contract.

17.9 – These Conditions shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).