Terms & Conditions

How we work together

When you partner with NearSt we sign an agreement to work together to get more shoppers into your customers’ stores. We want to make sure the key elements of this agreement are clear and easy to understand.

Here are the main points:

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We ask you not to market competitive products to your shopsclause 3

We will invest a great deal of time and effort into making our partnership a success, and want to make sure it’s worth it for both of us.
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We’ll both work together to make our partnership a successclause 4

Our shared goal is to help your retailers get connected to NearSt and attract more shoppers to their stores. We both have key roles we need to fulfil to make this a reality.
payments
We’ll pay revenue share quarterlyclause 5

We do this to keep billing as simple as possible and provide you with a dashboard showing how this is calculated.
campaign
You’ll spread the word about NearStclause 6

We’ll provide any marketing materials required and ask that you present NearSt in a good light to your shops.
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We promise to protect you and your client's dataclause 9

We know how important this is and guard it closely. We understand the privileged position we have with access to this data. We expect you to do the same with any data we supply you.

View full agreement Our data ethics

NearSt Partner Terms and Conditions

Last updated: July 2022

These Terms and Conditions set out the basis on which, NearSt Limited (we, us) enter into a partnership (capitalised terms are defined below).

Please carefully read these Terms and Conditions before partnering with us.

If you do not agree with these Terms and Conditions, you should not enter an Agreement with NearSt with regards to a partnership

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commercial Terms: the document containing the key commercial terms agreed between the parties and attached hereto.

Commission: the sum payable by NearSt to the Partner in accordance with the terms of this agreement and detailed in the Commercial Terms

Customer: a customer who has used the Platform to locate a product, and who subsequently proceeds to purchase the said product, from an Eligible Shop.

Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

Effective Date: shall be the date specified as such in the Commercial Terms.

Eligible Shop: has the meaning given in clause 3.3.

Initial Term: has the meaning given in the Commercial Terms.

Integration: Any integration between the Partner and the Platform.

Intellectual Property: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know- how and trade secrets), and all other intellectual property rights owned or used by NearSt in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Introduction: the introductions made by the Partner to Eligible Shops of the NearSt Services and “Introduce”, “Introduces”, and “Introduced” shall be interpreted accordingly.

Launch Campaign: the offering of NearSt Services to all Eligible Shops as part of a mutually agreed, NearSt led plan, to inform all Eligible Shops about the NearSt Services.

NearSt Services: the local inventory services provided by NearSt to Eligible Shops enabling them to list their products on various websites, apps, and other services that will help increase footfall and sales for the Eligible Shop.

Net Revenue: the revenue generated by a Relevant Contract less any tax, discounts, rebates, and any other properly incurred fees and expenses directly relating to the provision of NearSt Services pursuant to the Relevant Contract and for the avoidance of doubt, where NearSt offers an Eligible Shop the ability to advertise on other websites, the “Net Revenue” shall only include the fee which NearSt charges the Eligible Shop to provide this service and the “Net Revenue” will not include total ad spend.

Platform: has the meaning given in the Background recitals at the commencement of this agreement.

Policies: has the meaning given in clause 9.3.

Partner Services: the services provided by the Partner to its Shop Network.

Partner Software: has the meaning given in the Background recitals at the commencement of the Agreement.

Promotional Materials: the advertising materials and/or promotional literature in relation to the NearSt Services and/or Integration, provided by NearSt to the Partner. requiring distribution to Eligible Shops in soft or hard copy,

Recurring Revenue Share: the sum payable by NearSt to the Partner in accordance with the terms of this agreement and detailed in the Commercial Terms.

Relevant Contract: a contract for the supply of NearSt Services and made between NearSt and an Eligible Shop.

Renewal Period: has the meaning given in clause 2.1.

Shop: a shop within the Network.

Shop Network: the Partner’s network of Shops.

Successful Sign-Up: an Eligible Shop which (i) enters into a Relevant Contract; (ii) successfully goes live on the Platform; and (iii) remains live on the Platform for no less than 90 days.

Term: has the meaning given in clause 2.1.

Territory: the United Kingdom.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

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

1.4 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.5 Any reference to any provision of any legislation shall include any modification, re-enactment or extension thereof (provided that, as between the parties hereto, no such modification or extension made after the date of this agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or adversely affect the rights of, any party) and shall also include any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) made from time to time under such provisions. Any reference to any provision of any legislation shall, unless the context clearly indicates to the contrary, be a reference to legislation of England and Wales.

1.6 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

1.7 The Commercial Terms and Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Commercial Terms and the Schedules. If there is an inconsistency between any of the provisions of this agreement and the provisions of the Commercial Terms, the provisions of this agreement shall prevail.

1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the Commercial Terms or the relevant Schedule.

1.9 Clause and paragraph headings shall not affect the interpretation of this agreement.

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 A reference to writing or written includes e-mail but not fax.

1.12 "Including". Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration

2.1 This agreement shall commence on the Effective Date and, unless otherwise terminated in accordance with clause 11, shall continue for the Initial Term and thereafter shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

(a) either party notifies the other party of termination, in writing, not less than three (3) months before the expiry of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this agreement,

(the Initial Term together with any subsequent Renewal Periods shall constitute the “Term”).

3. Introductions

3.1 NearSt appoints the Partner on a non-exclusive basis to facilitate Introductions and Integration between NearSt and the Eligible Shops (as defined below) within its Network on the terms of this agreement.

3.2 The Partner appoints NearSt on an exclusive basis to provide Integration and NearSt Services to Eligible Shops (as defined below) within its Network. The Partner shall not during the Term, without the prior written consent of NearSt, perform duties similar to making Introductions or performing Integration in the Territory.

3.3 A Shop within the Network may only be deemed an Eligible Shop, and thus capable of entering a Relevant Contract, if each of the following criteria are satisfied to the reasonable satisfaction of NearSt:

3.3.1 the Shop primarily stocks new products (i.e. not second-hand), unless otherwise specified in this agreement;

3.3.2 the majority of products sold by the Shop have a barcode, GTIN, EAN or are capable of being identified by some other code that is not unique to that store (i.e. not 6-digit barcodes created locally by the shop);

3.3.3 the Shop operates at least one physical retail location; and

3.3.4 the Shop actively uses POS Software to track its stock.

3.4 The Partner warrants that:

3.4.1 the number of Eligible Shops stated in the Commercial Terms is true, accurate and not misleading in any material respect, due to omission or otherwise;

3.4.2 there are no facts, events, matters, or circumstances, which by omission or otherwise, would materially alter the number of Eligible Shops within the Network; and

3.4.3 it has made all due and careful enquiries of each Shop and its relevant persons to ascertain if the Shop is suitable for categorisation as an Eligible Shop.

3.4 The Partner agrees and undertakes to notify NearSt promptly in writing of any fact, event, or circumstance which renders, or may render, any of the warranties contained in clause 3.4 untrue, inaccurate or misleading.

4. Parties’ obligations

4.1 NearSt hereby agrees and undertakes to materially perform its obligations in accordance with Schedule 1Part 1 of Schedule 1. If the parties agree that NearSt has breached the undertaking contained in this clause 4.1, NearSt will, at its expense, use all reasonable commercial endeavours to correct any such non- conformance promptly. Such correction or substitution constitutes the Partner's sole and exclusive remedy for any breach of the undertaking set out in in this clause 4.1. This undertaking shall not apply to the extent of any non- conformance by NearSt which is caused by any Integration and/or NearSt Services contrary to NearSt’s instructions or the modification or alteration of the Integration and/or NearSt Services by any party other than NearSt or NearSt’s duly authorised agents.

4.2 The Partner hereby agrees and undertakes to diligently perform its obligations and discharge its duties in accordance with Schedule 1Part 2 of Schedule 1. If the parties agree that the Partner has breached the undertaking contained in this clause 4.2, the Partner will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly or provide NearSt with an alternative means of accomplishing the desired performance.

4.3 Where a Shop is Introduced by the Partner and the Shop then introduces NearSt to a third party who purchases NearSt Services, the Partner shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to NearSt.

4.4 The Partner shall not, without NearSt's prior written consent, make or give any representations, warranties or other promises concerning the NearSt Services which are not contained in NearSt's Promotional Materials.

5. Payment

5.1 NearSt agrees to pay the Partner the agreed commission for each Eligible Shop which:

(a) enters into a Relevant Contract;

(b) successfully goes live on the Platform; and

5.2 Each Eligible Shop which satisfies all of the criteria specified at clause 5.1 shall be referred to as a “Successful Sign-up” and “Successful Sign-ups” shall be construed accordingly.

5.3 NearSt shall use its reasonable endeavours to ensure any commission payments due to the Partner shall be made within 30 days of the realisation of Net Revenue. These payments shall be made to the Partner’s bank account as outlined in the Commercial Terms, subject to any alternative instructions received from the Partner in writing after the Effective Date.

5.4 Payments will be made quarterly unless otherwise stated in the commercial terms.

5.5 NearSt will only make commission payments if the total for the quarter is over 25 GPB/USD/EUR (£/$€)

5.6 All sums payable under this agreement:

(a) shall be payable in GBP/USD/EUR (£/$€);

(b) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;

(c) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co- operate in all respects and take all reasonable steps necessary to:

(i) lawfully avoid making any such deductions; or

(ii) enable the payee to obtain a tax credit in respect of the amount withheld.

5.7 NearSt shall keep accounts and records of all Relevant Contracts, all payments received pursuant to the Relevant Contracts, and all deductions made in the calculation of the Net Revenue (“Reports”). NearSt shall provide the Partner with the Reports on a monthly basis. For the avoidance of doubt, all rights in the Reports (including database right and copyright) shall belong to NearSt.

5.8 Subject to 5.9, if any dispute arises as to the amount of Commission or any other sum payable by NearSt to the Partner pursuant to this agreement, the same shall be referred to NearSt's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

5.9 If the Partner has not raised a dispute in respect of a Commission payment within 30 days of the Report being made available, the Commission payment shall be deemed to be agreed and accepted and the Partner shall not be entitled to raise a dispute in accordance with clause 5.8.

5.10 The Partner hereby agrees to indemnify NearSt and keep NearSt indemnified in full and on demand from and against all and any losses, costs and expenses suffered or incurred by NearSt arising out of, or in connection with, any failure of the Partner to commence the Launch Campaign or complete the Launch Campaign to NearSt’s reasonable satisfaction, except where the Partner’s inability to commence or to complete the Launch Campaign results from NearSt’s failure to comply with its obligations pursuant to this agreement.

6. Marketing & Intellectual Property

6.1 The Partner hereby agrees and undertakes:

6.1.1. to display advertising materials and other signs provided by NearSt for display;

6.1.2. to observe all directions and instructions given to it by NearSt in relation to the promotion and advertisement of the NearSt Services and the Partner shall not make any written statement as to the nature or quality of the NearSt Services without the prior written approval of NearSt; and

6.1.3. to provide NearSt with such materials, information and support as may be reasonably requested in relation to the advertising and promotional activities carried out by the Partner pursuant to the agreement.

6.2 The Partner acknowledges that NearSt’s rights to the Intellectual Property used in connection with the NearSt Services, the Promotional Materials, and the goodwill contained therein, are NearSt's property.

6.3 Both parties agree and accept that:

6.3.1. each party is permitted to use the other party's Intellectual Property only for the purposes of, and during the term of, this agreement and only as authorised by the other party in this agreement or otherwise in writing;

6.3.2. subject to clause 6.3.1, neither party shall have the right to use or to allow others to use the other party's Intellectual Property or any part of it;

6.3.3. neither party shall use any trade marks, trade names or get-up which resemble the other party's trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;

6.3.4. neither party shall remove or alter any trade marks, trade names, or logos used in connection with the other party’s services or this agreement and shall not use any trade mark or trade name of its own in connection with services provided by the other party;

6.3.5. neither party shall do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the other party’s Intellectual Property; and

6.3.6. neither party shall make a statement in any advertising material and/or promotional literature produced by it in connection with the services provided by the other party as to the ownership of the other party’s Intellectual Property used or referred to therein.

6.4 The Partner shall notify NearSt of:

6.4.1 any actual, threatened or suspected infringement of NearSt's Intellectual Property of which Partner becomes aware; and

6.4.2 any claim by any third party of which it becomes aware that the supply or advertising of the NearSt Services infringes any rights of any other person.

6.5 The Partner shall, at the request and expense of NearSt, take all steps during the term of this agreement that NearSt may reasonably require to assist NearSt in maintaining its Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five (5) years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by clause 7.2.

7.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and

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

7.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

7.4 All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from NearSt shall be returned promptly to NearSt on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.

8. Compliance

Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

9. Data protection

9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.

9.2 Either party may, at any time on not less than thirty (30) days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

9.3 NearSt acknowledges that data pertaining to the Partner and Shops within the Network may be supplied to NearSt in connection with this agreement. NearSt hereby undertakes that any data so supplied shall be processed in accordance with the following NearSt policies:

(a) Data Ethics policy which can be found at the following link: https://near.st/about/ethics/;

(b) NearSt Retailer Privacy policy which can be found at the following link: https://near.st/legal/retailer-privacy/; and

(c) NearSt Point of Sale Partner Privacy policy which can be found at the following link: https://near.st/legal/pos-privacy/.

to the extent the above policies are applicable to the data being processed (the “Policies”). NearSt reserves the right to update the Policies from time to time.

10. Limitation of liability

10.1 Nothing in this agreement shall limit or exclude the liability of either party for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation or wilful default; and

10.2 Subject to clause 10.1 above:

(a) Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i) any loss of profit, sales, revenue, or business;

(ii) loss of anticipated savings;

(iii) loss of or damage to goodwill;

(iv) loss of agreements or contracts;

(v) loss of use or corruption of software, data or information;

(vi) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or

(vii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.

(b) The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to 50% of the Commission in the 12 months prior to the event that gave rise to such loss.

10.3 Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11. Termination

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

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;

(a) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) the other party (being an individual) is the subject of a bankruptcy petition or order;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k) 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 clause 8.1(d) to clause 8.1(j) (inclusive);

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy

12. Consequences of termination

12.1 Subject to the remaining provisions of this clause 12, on termination of this agreement, the following clauses shall continue in force: clause 1, clause 5, clause 5.8, clause 7, clause 9, clause 10 and clause 12 to clause 22 (inclusive).

12.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

12.3 If the agreement is terminated by NearSt for any reason other than pursuant to clause 2.1(a), the following provisions shall not survive termination: clause 5.1. clause 5.2, and clause 5.5.

12.4 If the agreement is terminated by the Partner, in all circumstances, the following provisions shall not survive termination: clause 5.1. clause 5.2, and clause 5.5.

12.5 For the avoidance of doubt, termination of the agreement will not result in NearSt’s termination of the provision of NearSt Services to any Eligible Shops.

13. No partnership or agency

13.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14. Entire agreement

14.1 This agreement 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.

14.2 Each party acknowledges that in entering into this agreement 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 this agreement.

14.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

14.4 Nothing in this clause shall limit or exclude any liability for fraud.

15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

17. No automatic waiver

17.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

18.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Notices

19.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, email.

19.2 A notice or other communication shall be deemed to have been received:

(a) if delivered personally, when left at the address referred to in clause 19.1;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(d) or, if sent by email, one Business Day after transmission.

19.3 This clause 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 clause, "writing" shall not include e- mail.

20. Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

21. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.