General

1.1 All orders and bookings made to Venues4Hire.org for advertisements are subject to and governed by these terms and conditions.

1.2 In these conditions,

(1) Advertisement includes the materials which advertise, promote, market, sponsor and/or endorse a product or a service or a brand or an image which is delivered through the internet, website and mobile devices and any other delivery mechanism, whether now known or invented in the future, includes text, graphics, layout, logos, audio or visual material, avatars, static and dynamic images, animations, straplines, banner advertisement, hypertext, links, microsites, click through advertising, embedded and/or overlayed codes and algorithms, emails and/or messaging; and

(1) in the case of technology-based advertisements, includes digital technologies.

(2) Advertiser means the entity advertising the product or service that is the subject of the Advertisement.

(3) Advertising Copy means the textual content of an Advertisement.

(4) Buyer means the person placing the order with Venues4Hire for the advert, whether such person is the Advertiser or the Advertiser’s advertising agency or media buyer.

(5) Buyer Materials means all information, materials and content in any format provided by or on behalf of the Buyer for use in connection with the Campaign.

(6) Free Advert is offered within a set radius (set by Venues4Hire from time to time) and for a period of one year from the date of the advert being placed. The offer of placing a free advert may be withdrawn at any time by Venues4Hire.

(7) Charge(s) means Venues4Hire’s advertising charge(s) for the Advertisement, as notified to the Buyer and agreed.

(8) Content means all content, materials, concepts and ideas prepared, created and/or developed for any Advertisement.

(9) Insertion Order means any order under which the parties confirm and Venues4Hire accepts for the placement of Advertisements.

(10) Intellectual Property Rights means any and all intellectual property rights of whatever nature and in whatever form including inventions, patents, trademarks, registered designs, pending applications for any of the foregoing, trade and business names, brand names, unregistered trademarks, unregistered designs and rights in designs, copyrights, database rights, moral rights, performers rights, know-how, trade secrets and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future, and all reversions, renewals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing and all rights to apply for registration of such of the foregoing as are registrable,.

(11) Promotion means a promotional reader offer (if any) which is agreed by the parties as part of the Advertisement.

 1.3 Reference to:

(1) any one gender (masculine, feminine and neuter) includes the others;

(2) the singular includes the plural, and the plural includes the singular;

(3) a person includes a body corporate;

(4) a party includes the party's executors, administrators, successors and permitted assigns;

(5) money is to British Pounds Sterling, unless otherwise stated;

(6) anything includes the whole and each part of it separately; and

(7) a "person" includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established).

1.4 "Including" and similar expressions are not words of limitation.

1.5 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

1.6 Headings are for convenience only and do not form part of this Agreement or affect its interpretation.

1.7 A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

2. Status of Buyer

2.1 The party placing the order for the Advertisement (“Buyer”) shall do so as principal at law. This is regardless of whether that party is the Advertiser itself or is the Advertiser’s advertising agency or media buyer or is acting for the Advertiser in some other representative capacity. Therefore, under this Agreement, the Buyer shall have full liability for all obligations of both the Buyer and of the Advertiser.

3. The Advertisment

3.1 Bookings for all Advertisements are for the Venues4Hire.org website only.

4. Venues4Hire’s Rights Reserved

4.1 Venues4Hire may change the format of any of its websites, its advertisement rates and technical and other specifications for its different websites at any time and may vary or apply differing rates and specifications accordingly.

4.2 The Publisher gives no warranty or guarantee in relation to:

(1) date of Insertion nor position or location of the Advertisement;

(2) quality of the colour or mono reproduction of any Advertisement;

(3) the availability or the absence of technical or other disturbances on the internet;

(4) the attendance or response rate or take up for any event, or direct mailing or email campaign or coupons or other form of Advertisement nor the number of clicks or page impressions or unique views for any online activity.

(5) a coupon not backing on to another coupon, or another advertisement or insert for a similar service or product not appearing in the same screen or same page.

In the event of any problem arising in relation to the foregoing the Buyer accepts that Venues4Hire shall not be obliged to give any compensation or refunds in such instances.

4.1 All orders and bookings are subject to change or cancellation. Venues4Hire reserves the right to decline any order or booking or decline to publish any Advertisement.

5. Venues4Hire’s Obligations

5.1 Notwithstanding any other provision to the contrary, Venues4Hire shall have and shall retain complete editorial control in relation to all editorial content forming part of the Advertisement. This is a paramount right.

5.2 Notwithstanding any other provisions of this Agreement, Venues4Hire:

(1) has final editorial approval over all mast heads, straplines, page design, position and location, display dimensions, framing, display environment, graphics used, colours, manner of display, fonts style and size, visibility, text alternatives and tags and other computer language coding; and

(2) may refuse or require to be amended or decline to publish any Content if it is not in compliance with the requirements of clause 15.1.

6 Mistakes and errors

6.1 The Buyer must check the correctness of each and every Advertisement. Venues4Hire assumes no responsibility for the repetition of an error.

7. Additional conditions applying to online Advertisements

7.1 This clause applies where the Advertisement includes any website or online or digital activity.

(1) the agreed start date for the first appearance of any Advertisement will be taken as the date on which the ‘Buyer’ submits the advertisement on the Venues4Hire website.

(2) the finish date of any advertisement as set out in the agreement will not be extended; and

(3) charges become payable at time of placing the advert. Costs are displayed at the time of placing an advert.

7.2 Notwithstanding clause 8.1, Venues4Hire shall not be bound by a stop order or cancellation or postponement of any online Advertisement unless the stop order, cancellation or postponement is submitted to Venues4Hire in writing within not less than thirty (30) days after the advertisement start date.

7.3 The Advertiser (or the Buyer, as the case may be) is responsible for complying with clause 13.9 and the Publisher reserves the right to refuse the publication of non-compliant Advertisement and the Advertiser (or the Buyer, as the case may be) shall nevertheless be liable to pay for the non-compliant Advertisement even if it is refused under this clause.

8. Additional Conditions relating to Offer Promotions

8.1 This clause applies where the Advertisement includes a Promotion.

8.2 Where a Promotion forms part of the Advertisement, such Promotion shall be offered to readers on terms and conditions agreed by the parties (“Offer Copy”) and the Buyer shall ensure that the product or service which is offered under the Promotion conforms to and perform in all respects in accordance with all and any other relevant specifications and standards.

8.3 The Buyer shall warrant that:

(1) the Advertiser has made an accurate and reasonable assessment of the likely take-up by readers of the Promotion;

(2) the Advertiser has full power and authority to enter into and perform this Agreement and to supply the item or service which is the subject of the Promotion;

(3) the Advertiser holds adequate stocks / has adequate availability of item / service promoted given its assessment of likely take up. The Advertiser is obliged to make available to all eligible participants in the Promotion the item or service which is the subject of the Promotion;

(4) the Advertiser has adequate logistical processes in place to meet and supply the likely demand for Promotion in accordance with the delivery times specified in the Promotion offer copy (if any);

(5) if the Promotion is for or includes a service, the service is performed with reasonable skill and care and according to the highest industry standard;

(6) if the Promotion is for or includes a chattel, it must be free from defects in materials and workmanship and of the highest industry standard;

(7) if the Promotion is for or includes a chattel that requires delivery and installation, delivery and installation shall be in undertaken with all reasonable skill by personnel of appropriate expertise and experience;

(8) if the Promotion is of or includes any element of travel, holiday or accommodation:

(a) the Advertiser has and shall maintain up-to-date travel industry insurance bond and registration (for example, ABTA, FTO, AITO, ABTOT) sufficient to cover all potential liability to customers and/or the Publisher in connection with the Promotion; and

(b) the Advertiser holds and shall maintain current up-to-date IATA or ATOL accreditation for any travel elements of the Promotion, if and to the extent that it is required to hold such accreditation;

(9) the Advertiser provides all eligible participants with all necessary documents and information relating to the subject of the Promotion and otherwise complies with all relevant Applicable Regulations; and

(10) should the Advertiser receive any oral, written or telephone complaint about the Promotion from any participant or from any relevant trading standards authority, it immediately notifies Venues4Hire.org, delivers any relevant documentation and handles all such complaints promptly and efficiently, and in accordance with Venues4Hire’s reasonable instructions.

9. Payments and charges

9.1 The Buyer shall pay the Charges together without deduction or set off.

9.2 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either party and refer to the UK only. Value added tax will be added to the sum payable on the invoice at the relevant rate on the date of invoicing.

9.3 In the absence of any other specific arrangement between the Venues4Hire and the Buyer (as evidenced in writing), payment in respect of the Advertisement is due at the time of submitting the advertisement. or

(1) in any other case, on the seventh day following the date of Venues4Hire’s invoice issued on or after the date on which the advertisement appeared.

9.4 Payment shall mean the receipt by Venues4Hire at its principal place of business (or elsewhere as it may direct) of cash or a cheque of cleared funds or at its bank of moneys transferred electronically in cleared funds or through the clearing banks’ giro credit system in cleared funds. Venues4Hire reserves to itself a right to recharge the Buyer any charges it incurs resulting from the Buyer’s chosen method of payment.

9.5 Although the Publisher makes every effort to render invoices in the ordinary course, payment for the Advertisement, shall be made as aforesaid whether or not the Buyer shall have received Venues4Hire’s invoice or provided Venues4Hire with an order number at the time the Advertisement was booked.

9.6 Any overdue payments of the Charge and other monies payable under this Agreement shall bear interest at the rate of 4% above the base rate of the Royal Bank of Scotland plc (or such other bank as nominated by Venues4Hire from time to time) (such rate to be calculated monthly on a compound basis). Interest shall accrue on and from the day on which payment was due until the day when payment is actually made (both before and after any judgment) or until payment is accepted by Venues4Hire, as the case may be.

9.7 Where the Buyer is the Advertiser’s advertising agency or media buyer or is acting for the Advertiser in some other representative capacity, notwithstanding clause 2.1, the Buyer hereby grants to Venues4Hire the right of subrogation of all, and any debts owed by the Advertiser to the Buyer in relation to or associated with the order or booking for the Advertisement made with Venues4Hire. Should Venues4Hire exercise its rights of subrogation, it shall be without prejudice to any of its other rights or remedies available under this agreement or the general law.

10. Cancellations and Amendments

10.1 Venues4Hire shall not be bound by a stop order or cancellation or postponement of any Advertisement unless the stop order, cancellation or postponement meets the requirements specified of clause 8.2 shall apply.

10.2 The Buyer shall remain liable for payment for a stopped, cancelled or postponed Advertisement if the relevant instruction is received by Venues4Hire after the deadline (even if such instruction is followed by Venues4Hire).

11. Disputes

11.1 Any other matter of complaint, claim or query must be raised with Venues4Hire in writing within seven days following:

(1) In the case of any Advertisement or display of the Advertisement or the date on which it is claimed the Advertisement should have appeared or the Insert run should have occurred;

(2) In the case of a disputed invoice, the date of the receipt by the Buyer of the disputed invoice.

11.2 Venues4Hire’s maximum liability for any complaint, claim or query referred to in clause 14.1 is limited to giving a credit for its charge for the advertisement or (in an appropriate instance) of publishing the Advertisement for a second time without charge.

12. Intellectual Property

12.1 The Buyer warrants that it has and it has secured for the benefit in relation to Venues4Hire all necessary, licenses, permissions, clearances, consents, right, title, interest and Intellectual Property Rights for in relation to the Buyer Materials and, where relevant, in relation to any Promotion, including any trademarks and branding of the Advertiser to enable venues4hire to perform and meet its obligations and enjoy its rights and benefits under this Agreement.

12.2 Venues4Hire may disclose the Buyer’s and/or the Advertiser’s identity to any third party who is claiming that any material submitted by the Buyer is in breach of any of the warranties set in clause 15.1.

13. Data Management and Data Protection

13.1 For the purpose of this Agreement:

(1) Cookies mean cookies and all similar technologies for storing information, including flash cookies, web beacons or bugs (including transparent or clear gifs) and includes Retargeting Cookies;

(2) Data Protection Laws means the Data Protection Act 1998 and the Data Protection Principles set out in that Act, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any associated regulations or subordinate legislation and any other applicable data protection and privacy legislation, regulations and guidelines applicable in any place territory where the Advertisement is targeted;

(3) PECR means The Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011, as applicable.

13.2 The parties agree that they will at all times comply with the provisions and obligations imposed by Data Protection Laws. All personal data acquired by either party from the other will be returned to the disclosing party on request.

13.3 Whilst Venues4Hire will use reasonable endeavours to forward to the Buyer any responses that it received to Advertisements from individuals wishing to contact the Advertiser regarding the Advertisement (subject to receiving the requisite consents from those individuals), Venues4Hire accepts no liability in respect of any loss or damage that arises (or is alleged to have arisen) as a result of any delay or omission in forwarding such responses.

13.4 Each party agrees to respond promptly to the other in dealing adequately with all enquires received relating to data protection.

13.5 The Buyer consents to Venues4Hire and any company within its group of companies using the information which it provides when inserting an advertisement to contact the Buyer and/or the Advertiser by email, facsimile, mail or telephone, about special advertising rates and features that Venues4Hire may offer from time to time. If the Buyer does not wish to be contacted by Venues4Hire or has any queries, the Buyer shall contact Venues4Hire or email info@venues4hire.org.

13.6 The Buyer permits Venues4Hire to electronically tag and use such technology as Venues4Hire considers appropriate with the online content to enable Venues4Hire to collect such data as Venues4Hire requires or desires in relation to readership of or “clicks on” its content. Such data (but not any personal data) shall be made available to the Advertiser and Buyer.

13.7 Venues4Hire owns all aggregated data (and the Intellectual Property Rights in such data) generated (e.g. via the placement of Cookies) by the online activity of users of:

(1) mobile devices or e readers (and their applications) upon which users access Advertisements;

collected by any third parties (“Usage Data”).

13.8 The Buyer shall not use (including without limitation the creation, categorisation or re-targeting of data segments), or permit any third party to use Usage Data without:

(1) having satisfied Venues4Hire’s security approval process; and

(2) Venues4Hire’s prior written approval.

Under no circumstance shall the Buyer use/store or permit any third party to use/store the Usage Data for more than 7 days.

13.9 (1) Whenever any content (including to any Advertisement or link to another website) provided by or relating to the Advertiser (including Buyer Materials) (“Third Party Content”) is contained on any venues4hire website, and that Third Party Content triggers the use of any Cookies or any other tracking device, the Advertiser will be fully responsible for ensuring that the use of those Cookies complies with the PECRs, including, ensuring that clear and comprehensive information is provided to visitors to the site about the use of any Cookies and ensuring that visitors’ consent is obtained to the use of those Cookies, where required by the PECRs.

13.10 Venues4Hire may make available to its users the means for turning off Cookies (where used) and no liability shall attach to Venues4Hire for loss of data as a result of this.

14. FSMA

14.1 This clause applies where the Advertisement includes the marketing, advertising promotion and/or sale of financial and/or insurance services or products or investments (“Financial Products”).

14.2 Venues4Hire is not authorised to carry on investment business in the United Kingdom or elsewhere and Venues4Hire shall ensure that in promoting any Financial Products, it shall make no express nor implied representation that any of those Financial Products are approved or endorsed by Venues4Hire and the Buyer will make explicitly clear that the Financial Products is solely promoted by the Advertiser.

14.3 The Buyer warrants that the Advertiser is an authorised person within the meaning of the FSMA and that the promotion of the Financial Products in accordance with the Advertisement and Campaign is permitted under the FSMA.

14.4 If the Buyer advertises a “direct offer” product where no financial advice will be given and in order that Venues4Hire can comply with the FSMA, the Buyer warrants that the “direct offer” product shall only be offered as a result of a full review of the marketplace confirming that such products are the best of their type that are available in the marketplace. This warranty applies on and from the commencement of this Agreement up to and including the end of the life of that product. The Buyer will provide Venues4Hire with written confirmation of this in respect of each individual “direct offer” product.

14.5 The Buyer accepts full responsibility for compliance with the FSMA and the Buyer will not do or omit to do any act or thing within its reasonable control which will, or would be likely to, cause the Buyer or Venues4Hire to breach any of its or their provisions.

15. Buyer Warranties

15.1 The Buyer warrants that all Buyer Materials and the production, reproduction, publication and/or display of the Advertisement in any medium:

(1) are factually correct, clear and conspicuous, and all claims can be substantiated and is not fraudulent, misleading or deceptive;

(2) do not include or entail misleading actions, misleading omissions, aggressive commercial practices or actions that contravene the requirements of professional diligence or in any other way contravene the requirements of The Consumer Protection from Unfair Trading Regulations 2008;

(3) comply with the requirements of all relevant laws, legislation including subordinate legislation, codes and rules of statutorily recognised regulatory authorities applicable in the United Kingdom, the European Union and any territory where the Advertisement is targeted, including the British Code of Advertising Practice and the codes, rulings, determinations and requirements of the Advertising Standards Authority;

(4) do not contain, or contain links to, content which promotes or advertises illegal or immoral activity or product or conduct, including discrimination, illegal substances; pornography; racism, hate, “spam,” mail fraud, pyramid schemes, gambling or gaming, firearms, military recruitment, political candidates;

(5) is not libellous, defamatory, contrary to public policy, or otherwise unlawful in the United Kingdom and/or anywhere where the Advertisement is served or targeted;

(6) do not infringe or violate any copyright, trademark, any personal or proprietary right or the privacy or confidentiality rights of any person;

(7) is not obscene, offensive, indecent, threatening, menacing, abusive;

(8) do not contain any names or pictorial representation (photographic or otherwise) of any living person and/or any copy by which any living person is or can be identified, unless the Advertiser has obtained the consent of such living person to make use of such name, representation and/or copy;

(9) do comply with any legal or moral obligations placed on Venues4Hire or the Advertiser wherever in the world;

(10) will not, in any other way render Venues4Hire liable to any civil or criminal proceedings during and after the expiration of the Campaign and/or this Agreement; and

(11) in relation to the Buyer Materials submitted to Venues4Hire, contains any virus or other harmful code or will otherwise impair or harm the Venues4Hire computer systems or any third-party computer system.

This clause 15.1 shall not apply to the extent that Venues4Hire has altered or amended the content of the Advertisement without the prior written consent of the Buyer.

15.2 Venues4Hire may (at its discretion) disclose the Buyer’s and/or Advertiser’s identity to any third party who is claiming that any material submitted by the Buyer is in breach of any of the warranties set out in clause 15.1.

15.3 The Buyer warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

16. Buyer’s Insurance

16.1 The Buyer shall ensure that at all times it has sufficient insurance to cover all its liability under this Agreement and in law, including public liability insurance where a public event forms part of the Campaign. Upon request, the Buyer shall produce copies of the insurance policy to Venues4Hire confirming the insurance.

17. Indemnities and liabilities

17.1 Subject to clause 17.3, neither party shall be liable, whether in tort, contract or otherwise, for any loss of profit, opportunity, goodwill, anticipated saving, revenue and/or any other loss which is indirect, consequential or economic regardless of whether it was or was not foreseeable.

17.2 Subject to clause 17.3, Venues4Hire shall not be liable to the Buyer or the Advertiser, whether in tort, contract or otherwise, for any loss of profit, loss of opportunity, loss of goodwill or business loss incurred due to the non-insertion or shortfall in insertion of the Advertisement.

17.3 Nothing in these conditions shall exclude or restrict either Venues4Hire’s or the Buyer’s liability for death or personal injury resulting from the negligence of the relevant party or of its employees while acting in the course of their employment or shall exclude or restrict either party’s rights, remedies or liability under the law governing these conditions in respect of any fraud.

17.4 Subject to clause 17.3 and excluding Venues4Hire’s liability in relation to matters arising under clause 11.1 (which is exclusively dealt with in clause 11.2), Venues4Hire’s maximum aggregate liability for any loss or damage arising out of or in relation to any advertisement ordered by or on behalf of the Buyer whether in contract, tort or otherwise shall not exceed the 1½ times the total amount of the charges paid by or on behalf of the Buyer in relation to the Insertion Order.

17.5 Except as expressly set out in these conditions, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of Venues4Hire are excluded insofar as it is possible to do in law.

17.6 The Buyer will indemnify and keep Venues4Hire indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or indirectly as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these conditions or implied by law and against any claim made by the Advertiser against Venues4Hire arising from this Agreement and in relation to any breach by the Buyer of the Advertiser of any statutory duty.

18. Termination

18.1 A party (other than the Defaulting Party) may terminate this Agreement at any time by written notice to the other party if any of the following apply:

(1) a party ("Defaulting Party") fails to carry out any provision of this Agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within 7 days after written notice to the Defaulting Party requiring it to be remedied;

(2) the Defaulting Party fails to carry out any material provision of this Agreement and the failure is not capable of remedy;

(3) the Defaulting Party breaches a warranty given in this Agreement or a warranty given by the Defaulting Party in this Agreement is materially incorrect;

(4) it becomes unlawful for the Defaulting Party to perform its obligations under this Agreement;

18.2 On termination of this Agreement each party retains its rights against the other parties in respect of any past breach, in addition to any other rights, powers or remedies provided by law.

18.3 On termination the Buyer shall be liable for payment of all Charges as referred to in clause 10, as if a cancellation has taken effect.

18.4 Upon expiry or termination of this Agreement for any reason, each Party shall promptly deliver to or otherwise dispose of as directed by the other Party or its duly authorised representative any and all materials and property belonging or relating to the other Party and all copies of the same.

19. Electronic Communications

19.1 The parties may communicate with the other by electronic means using the following protocol:

(1) The user identification of a sender contained in an electronic communication must be sufficient to verify the identity of the sender and the authenticity of the communication;

(2) An electronic communication sent containing the user’s identification and establishing the user as its originator and has the same effect as a document containing the user’s written signature; and

(3) An electronic communication, or any computer printout of it, is proof of the authenticity of the original document of the electronic communication.

20. General

20.1 Nothing in this Agreement is intended to create a partnership or joint venture of any kind 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 but not limited to the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power) without the express written authority of the other in addition to this Agreement.

20.2 The provisions of those clauses intended to have continuing effect shall continue in full force and effect following the termination or expiry of this Agreement.

20.3 The terms and conditions set out herein apply to each order or contract for any Advertisement. If there is any conflict or inconsistency in the terms and conditions of this Agreement, these terms and conditions (or, if later, the revised terms and conditions published by venues4hire pursuant to sub-clause 24.4 below) shall prevail over any terms contained in the order or booking. Any terms or conditions stipulated on the order form or elsewhere by the Buyer are void insofar as they are inconsistent with these Terms and Conditions, unless agreed in writing by venues4hire.

20.4 Venues4Hire reserves the right to change the terms and conditions at any time and the Buyer should revisit the terms and conditions before it places an order or makes a booking for an Advertisement, to ensure that it is fully aware of the current terms and condition.

20.5 Neither party may assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

20.6 Calls to and from Venues4Hire may be recorded.

20.7 The failure of Venues4Hire to enforce any term of or right arising pursuant to this Agreement does not constitute a waiver of such term or right and shall in no way affect Venues4Hire’s later right to enforce or exercise the term or right.

20.8 Apart from the Advertiser (if not a direct party to this Agreement), no person other than a party to this Agreement may enforce this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

20.9 Any modification of this Agreement shall be effective only if agreed in writing and signed by both parties and the intention to amend this Agreement is clearly expressed.

20.10 If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.

20.11 This Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.