Terms and Conditions

The owner of the Site is Merchoid Ltd, 96 Reservoir Road, Erdington, Birmingham, B23 6DL. We reserve the right to make changes to this Site and these Terms at any time.

1. Interpretation

1.1 Definitions.

“Business Day” a day (other than a Saturday, Sunday or public holiday)
when banks in London are open for business.
“Conditions” the terms and conditions set out in this document as
amended from time to time in accordance with clause 12.2.
“Contract” the contract between the Supplier and the Customer for the
sale and purchase of the Goods in accordance with these
“Customer” the person or firm who purchases the Goods from the
Supplier with the intention of purchasing the Goods for own
use rather than to sell them on as part of a business.

Majeure Event”

an event or circumstance beyond a party’s reasonable

Intellectual Property Rights

the goods (or any part of them) set out in the Order.

patents, rights to inventions, copyright and related
rights, trade marks, business names and domain names,
rights in get-up, goodwill and the right to sue for passing
off, rights in designs, database rights, rights to use, and
protect the confidentiality of, confidential information
(including know-how), and all other intellectual property
rights, 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.

“Order” the Customer’s order for the Goods, pursuant to the
Customer’s Purchasing Account or the Customer’s order for
Goods, made via the Site, where the Customer does not have
a Purchasing Account.
“Purchasing Account” means the Customer’s registration as an account holder on
the Supplier’s Site used to purchase the Goods.
“Site” means www.merchoid.com
and/or its variants which relate to business to business
“Supplier” Merchoid Limited (registered in England and Wales with
company number 09739902) and its successors in title and
assigns from time to time.

1.2 Interpretation:

1.2.1 a reference to a statute or statutory provision is a reference to
such statute or provision as amended or re-enacted. A reference to a
statute or statutory provision includes any subordinate legislation made
under that statute or statutory provision, as amended or re-enacted.

1.2.2 any phrase introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms.

1.2.3 a reference to writing or written
includes emails.

1.2.4 a reference to the Supplier shall include the Supplier’s partners,
agents, employees and any other person authorised by the Supplier where

2. Basis of Contract

2.1 To place an Order, the Customer can either set up a Purchasing Account
or place an order directly via the Site. Whether the Order is placed via
the Purchasing Account or not, the Customer must add the required Goods to
the cart and click ‘checkout’. When placing an Order, the Customer must
enter the following details where indicated on the Site:-

2.1.1 Full name

2.1.2 Address

2.1.3 Shipping Address

2.1.4 Telephone number

2.1.5 Email address

2.1.6 Payment method and payment information.

2.2 On placing an Order via the Site, the Customer warrants and confirms
that all details provided by the Customer are correct, that the payment
method used and address details are its own and that the Customer has
sufficient funds to cover the Goods.

2.3 These Conditions apply to the Contract to the exclusion of any other
terms that the Customer seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.

2.4 The Order constitutes an offer by the Customer to purchase the Goods in
accordance with these Conditions. The Customer is responsible for ensuring
that the terms of the Order submitted by the Customer are complete and

2.5 The Order shall only be deemed to be accepted when the Supplier
verifies the information provided by the Customer and issues written
acceptance of the Order, at which point the Contract shall come into

2.6 The Customer waives any right it might otherwise have to rely on any
term endorsed upon, delivered with or contained in any documents of the
Customer that are inconsistent with these Conditions.

2.7 Any samples, descriptive matter or advertising produced by the Supplier
and any descriptions listed on the Supplier’s Site are produced for the
sole purpose of giving an approximate idea of the Goods referred to in
them. They shall not form part of the Contract nor have any contractual
force and shall be subject to variations from time to time by the Supplier

2.8 The Supplier reserves the right to change information, prices and
descriptions of the listed Goods on the Site. Any changes to the Order
shall be verified in writing by the Supplier to the Customer. The Supplier
reserves the right on the sale of any Goods to make, prior to delivery, any
alteration to or departure from the description or design of the Goods and
the Customer cannot refuse to accept the delivery of the Goods on that

2.9 The Supplier reserves the right to amend the description of the Goods
if required by any applicable statutory or regulatory requirements.

3. Delivery

3.1 The Supplier shall ensure that each delivery of the Goods is
accompanied by the verification email issued at acceptance of the Order
together with any subsequent revisions and/or amendments that shows the
date of the Order, the type, price, estimated delivery and quantity of the

3.2 The Supplier shall deliver the Goods to the location set out in the
Order or such other location as the parties may agree (” Delivery Location“) at any time after the Supplier
notifies the Customer that the Goods are ready . If the Goods are not in
stock the Supplier shall send the Customer an estimated delivery date to
the email address provided by the Customer when placing the Order. The
latest shipping dates can be accessed by referring to the Suppliers

Order Lookup

3.3 Where the Customer is a new Customer, no delivery will be made unless
the Customer has complied with the Suppliers verification process in
accordance with clause 2.1 to 2.2.

3.4 Delivery of the Goods shall be completed on the Goods’ arrival at the
Delivery Location.

3.5 Any dates quoted for delivery are approximate only, and the time of
delivery is not of the essence. The Supplier shall not be liable for any
delay in delivery of the Goods that is caused by a Force Majeure Event,
delays caused by the manufacturer, delays incurred due to technical
failures including but not limited to, server errors, breakdown of software
etc., or the Customer’s failure to provide the Supplier with adequate
delivery instructions or any other instructions that are relevant to the
supply of the Goods for the avoidance of doubt the Supplier reserves the
right to change the delivery date quoted.

3.6 If the Supplier fails to deliver the Goods, due to its own default and
not as a result of any circumstance listed in accordance with clause 3.5,
its liability shall be limited to the price of the Goods.

3.7 If the Customer fails to accept or take delivery of the Goods within
three Business Days of the Supplier attempting delivery and/or notifying
the Customer that the Goods are ready, then, except where such failure or
delay is caused by a Force Majeure Event or the Supplier’s failure to
comply with its obligations under the Contract:

3.7.1 delivery of the Goods shall be deemed to have been completed at 9.00
am on the third Business Day after the day on which the Supplier notified
the Customer that the Goods were ready; and

3.7.2 the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including

3.8 If ten Business Days after the day on which the Supplier attempted
delivery and/or notified the Customer that the Goods were ready for
delivery the Customer has not taken OR accepted delivery
of them, the Supplier may resell or otherwise dispose of part or all of the

3.9 If the Supplier delivers up to and including 5% more or less than the
quantity of Goods ordered the Customer may not reject them, but on receipt
of notice from the Customer that the wrong quantity of Goods was delivered,
an adjustment shall be made to the Order invoice .

3.10 The Supplier may deliver the Goods by instalments, which shall be
invoiced and paid for separately. Each instalment shall constitute a
separate contract. Any delay in delivery or defect in an instalment shall
not entitle the Customer to cancel any other instalment.

4. Title and Risk

4.1 The risk in the Goods shall pass to the Customer on completion of
delivery in accordance with clause 3.

4.2 Title to the Goods shall not pass to the Customer until the Supplier
receives payment in full (in cash or cleared funds) for the Goods and any
other Goods that the Supplier has supplied to the Customer in respect of
which payment has become due, in which case title to the Goods shall pass
at the time of payment of all such sums.

4.3 If before title to the Goods passes to the Customer the Customer
becomes subject to any of the events listed in clause 8 and/or in the
happening the event set out in clause 3.8, then, without limiting any other
right or remedy the Supplier may have:

4.3.1 the Customer’s right to resell the Goods or use them in the ordinary
course of its business ceases immediately; and

4.3.2 the Supplier may at any time require the Customer to deliver up all
Goods in its possession and if the Customer fails to do so promptly, enter
any premises of the Customer or of any third party where the Goods are
stored in order to recover them.

5. Price and Payment

5.1 The price of the Goods shall be the price set out in the Order, or, if
no price is quoted, the price set out in the Supplier’s published price
list (as published on the Supplier’s Site) in force as at the date of
delivery in such currency as applied to the Customer’s domicile.

5.2 The Supplier may, by giving notice to the Customer at any time before
delivery, increase the price of the Goods to reflect any increase in the
cost of the Goods that is due to:

5.2.1 any factor beyond the Supplier’s control (including foreign exchange
fluctuations, increases in taxes and duties, exchange rates, margins,
shipping costs and increases in labour, materials and other manufacturing

5.2.2 any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered; or

5.2.3 any delay caused by any instructions of the Customer or failure of
the Customer to give the Supplier adequate or accurate information or

5.3 Customers will be directed to their regional Site dependant on where
they are making the Order from.

5.4 Payment will be made in the Customer’s respective currency and will be
deducted immediately pursuant to the Customer’s payment method following
successful placement of the Order.

5.5 The price of the Goods:

5.5.1 includes amounts in respect of value added tax (VAT) when such prices
are quoted in Pound Sterling and, or, Euros;

5.5.2 excludes amounts in respect of value added tax (VAT) when Goods are
ordered for delivery outside the EU.

5.5.3 includes the costs and charges of packaging, insurance and transport
of the Goods when the Customer selects the free shipping option when
placing the Order;

5.5.4 excludes costs and charges of packaging, insurance and transport of
the Goods when the Customer selects an alternative delivery method, which
shall be invoiced to the Customer.

5.6 When ordering products for delivery outside of the EU the Customer may
be subject to import duties and taxes, which are levied once the package
reaches the specified destination. Any additional charges for customs
clearance must be borne by the Customer; the Supplier has no control over
these charges. Customs policies vary widely from country to country and
therefore the Customer should contact the local customs office for further

5.7 The Customer shall pay all amounts due under the Contract in full
without any set-off, counterclaim, deduction or withholding (except for any
deduction or withholding required by law). The Supplier may at any time,
without limiting any other rights or remedies it may have, set off any
amount owing to it by the Customer against any amount payable by the
Supplier to the Customer.

5.8 If the Customer has pre – ordered Goods then the Customer shall pay in
full clear funds before the scheduled release date of the Goods.

5.9 The Customer will have the option to pay for the Goods via PayPal or
credit or debit card, on successful placement of the Order via the Site.

5.10 The Supplier shall be under no obligation to fulfil an Order which is
advertised at an incorrect price.

5.11 The Supplier will not accept any liability if an error is discovered
in the price of the Goods that the Customer has ordered. If an error in the
price is discovered which relates to the Goods the Customer has ordered,
the Supplier will confirm in writing the correct price of the Goods. The
Customer shall have the option of confirming the Order at the correct price
or if the Customers so chooses, to cancel the Order. If the Customer
chooses to cancel the Order, the Supplier will refund the full amount in
accordance with clause 12.3.

5.12 The Supplier can, at any time, refuse the Order. If the Order is
refused after payment has been made by the Customer, the Supplier will
refund the Customers such payment within 172 hours. This payment shall be
returned in accordance with the Customer’s original payment method. The
Supplier shall not be liable for any bank account charges that the Customer
may incur as a result of the refund. The Customer’s Purchasing Account
shall be automatically cancelled on such refusal.

5.13 If the Customer wishes to challenge the charge and item on the
invoice, they must do so within 30 days of the date of the invoice they are
seeking to challenge.

6. Intellectual Property Rights

6.1 All Intellectual Property rights in or arising out of or in connection
with the Goods shall be owned by the Supplier.

6.2 The Customer acknowledges that, in respect of any third party
Intellectual Property Rights in the Goods, the Customer’s use of any such
Intellectual Property Rights is conditional on the Supplier obtaining a
written licence from the relevant licensor on such terms as will entitle
the Supplier to license such rights to the Customer and the Customer shall,
where required, sign any such agreement reasonably required by any relevant
licensor to protect the licensor’s interest.

6.3 Any goodwill accruing from the use of the Supplier’s name and the
Supplier’s affiliates trademarks, trade and business names and service
marks under this Contract will vest in the Supplier and the Supplier’s
affiliates as appropriate.

7. Licence and access

7.1 Subject to the Customer’s compliance with this Contract and the
Customer’s payment of any applicable fees, the Supplier or its content
providers grant the Customer a limited, non-exclusive, non-transferable,
non-sublicensable licence to access and make personal and non-commercial
use of the Supplier’s services. This licence does not include any resale or
commercial use of any the Supplier’s services or its contents; any
collection and use of any product listings, descriptions, or prices; any
derivative use of any of the Supplier’s services or its contents; any
downloading or copying of account information for the benefit of another
merchant; or any use of data mining, robots, or similar data gathering and
extraction tools.

7.2 All rights not expressly granted to the Customer in this Contract are
reserved and retained by the Supplier or its licensors, suppliers,
publishers, rights holders, or other content providers. No part of any of
the Supplier’s service, may be reproduced, duplicated, copied, sold,
resold, visited, or otherwise exploited for any commercial purpose without
our express written consent.

7.3 The Customer shall not frame or use framing techniques to enclose any
trademark, logo or other proprietary information (including images, text,
page layout, or form) of the Supplier without our express written consent.
The Customer shall not use any meta tags or any other “hidden text”
utilising the Supplier’s name or trademarks without our express written

8. Termination

8.1 For the products bought online the Customer has a legal right to change
its mind within 14 days and receive a refund. If the Customer exercises the
right to do the same, the Customer must send off the Goods within 14 days
of informing the Supplier it wishes to end the contract. The Customer will
be liable for all costs incurred in returning the product.

8.2 Without limiting its other rights or remedies, the Supplier may
terminate this Contract and suspend or terminate the Customer’s access to
the Site with immediate effect without giving written notice to the

8.3 The Contract shall be terminated with immediate effect if:

8.3.1 If the Customer commits a material breach of any term of the Contract
and (if such a breach is remediable) fails to remedy that breach within 7
days of that party being notified in writing to do so; and/or

8.3.2 If the Customer’s financial position deteriorates to such an extent
that in the Supplier’s opinion the Customer’s capability to adequately
fulfil its obligations under the Contract has been placed in jeopardy;

8.3.3 If the Customer fails to provide the Supplier within a reasonable
time frame with sufficient information to enable the Supplier to determine
the accuracy and validity of any information provided by the Customer;

8.3.4 the Supplier suspects the Customer has engaged, or is about to
engage, or has in anyway been involved in fraudulent or illegal activity.

8.3.5 Without limiting its other rights or remedies, the Supplier may
suspend provision of the Goods under the Contract or any other contract
between the Customer and the Supplier if the Customer becomes subject to
any of the events listed in clause 8.3.1 to clause 8.3.4, or the Supplier
reasonably believes that the Customer is about to become subject to any of

8.4 Without limiting its other rights or remedies, the Supplier may
terminate the Contract with immediate effect without giving written notice
to the Customer if the Customer fails to pay any amount due under the

8.5 On termination of the Contract for any reason the Customer shall
immediately pay to the Supplier all of the Supplier’s outstanding unpaid

8.6 Termination of the Contract shall not affect the Supplier’s right and
remedies that have accrued as at termination, including the right to claim
damages in respect of any breach of this Contract that existed at or before
the date of termination.

8.7 Any provision of the Contract that expressly or by implication is
intended to come into or continue in force on or after termination shall
remain in full force and effect.

8.8 All requests to cancel, return and refund the Order must be requested
through the Site. If the Customer places a request to cancel the Purchasing
Account, the same will be cancelled within 28 days of the Supplier
receiving confirmation in writing. The Supplier reserves the right to
deduct any outstanding balances from the Customers Purchasing Account prior
to the cancellation becoming effective.

8.9 In the event of the Customer terminating the Contract, the Supplier
shall not be obliged to refund any monies.

9. Limitation of Liability

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s
liability for:

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

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act
1979; or

9.1.4 defective products under the Consumer Protection Act 1987; or

9.1.5 any matter in respect of which it would be unlawful for the Supplier
to exclude or restrict liability.

9.2 Subject to clause 9.1:

9.2.1 the Supplier shall under no circumstances whatsoever be liable to the
Customer, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, for any loss of profit, loss of data
(including but not limited to customer data), loss from claims by third
parties or any indirect or consequential loss arising under or in
connection with the Contract; and

9.2.2 the Supplier’s total liability to the Customer in respect of all
other losses arising under or in connection with the Contract, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise, shall in no circumstances exceed £5,000.00 or the amount paid by
the Customer under the Contract, whichever is lower; and

9.2.3 to the fullest extent permitted by law, the Supplier makes no (and
expressly excluded all representations or warranties of any kind, express
or implied, which respect to the Site or the information, content,
materials or Goods included in this Site including, without limitation,
warranties of satisfactory quality, merchantability and/or fitness for a
particular purpose. It shall be the Customer’s responsibility to ensure the
Goods are fit for purpose. In addition, the Supplier does not represent or
warrant that the information accessible via the Site is accurate, complete
or current; and

9.2.4 the Supplier shall not be liable for the content of third party
websites which have links on the Site. The Customer shall indemnify the
Supplier for all losses suffered as a result of the use of the API system
by the Customer or anyone whether authorised by the Customer or not, in
full and at all times as an ongoing obligation; and

9.2.5 the Supplier shall not be liable for any breach of law, rule and/or
regulation that governs the Customers’ jurisdiction. It is assumed the use
and purpose for which the Customer purchases the Goods does not breach any
law, rules and/or regulations of the jurisdiction the Customer purchases
the Goods in; and

9.2.6 the Supplier shall not be liable for any delivery failure(s) of
emails sent if the Customer has supplied the Supplier with an invalid or
incorrect address; and

9.2.7 the Supplier shall have no liability for Goods being purchased via
the Site by Customers who are not of the suitable age for the said product.
Ratings will be displayed to indicate the suitability of the content for
certain age groups.

10. Data Protection

10.1 The Supplier holds the following personal information:

10.1.1 the Customer’s name, telephone number, home address and/or
correspondence address, email address, age, delivery address, and payment
method details;

10.1.2 information about the Customer’s usage of the website;

10.1.3 the Customer’s account and login in details;

10.1.4 details of the emails and other electronic communications you
receive from the Customer;

10.1.5 the IP address of the Customer and web analytics data

10.2 The Supplier will use the Customer’s personal information for the
following purposes:

10.2.1 to fulfil the Customer’s order;

10.2.2 to notify the Customer of updates in respect of their order;

10.2.3 to take payment from the Customer and to provide refunds;

10.2.4 to make improvements to the Supplier’s website and services provided
by the Supplier;

10.2.5 to personalise the shopping experience of the Customer;

10.2.6 to handle Customer support requests and to make improvement to the
customer support services;

10.2.7 to send the Customer from time to time (by email or post)
information about products and details of promotions and special offers
from the Supplier.

10.3 The Supplier may transfer the personal data of the Customer outside of
the European Economic Area to the following companies:

10.3.1 Klaviyo;

10.3.2 Wrike Inc;

10.3.3 James and James Fulfilment Inc;

10.3.4 Google;

10.3.5 Facebook;

10.3.6 Optimizely;

10.3.7 Hotjar Ltd; and

10.3.8 FullStory Inc.

10.4 The Customers Rights:

10.4.1 Upon request from the Customer and within a reasonable time
thereafter the Supplier shall provide the Customer with details of all the
personal information which it holds about them at no cost to the Customer.
The Supplier may request the Customer to provide proof of identification
and/or such other relevant information as may be necessary for verification
purposes before handling such request.

10.4.2 If the Supplier holds any personal information about the Customer
which is incorrect or out of date the Customer may contact the Supplier in
order to rectify such data.

10.4.3 The Customer may object to the Supplier processing their personal
information if the Supplier is not entitled to use it any more, to have
such information deleted if the Supplier is keeping it too long or have its
processing restricted in certain circumstances.

10.4.4 The Customer may unsubscribe from being contacted by the Supplier by
following the unsubscribe directions given in any email received from the
Supplier or by contacting the Supplier.

10.4.5 If the Customer has a complaint about any of their rights, the
policy contained under this clause 10 or how the Supplier handles their
personal information, the Customer has the right to lodge a complaint with
the UK regulator, the Information Commissioner. The Customer can visit
ico.org.uk/concerns or call 0303 123 1113 to find out more.

10.5 The Supplier will retain any personal information relating to the
Customer in accordance with all laws and regulations as in force from time
to time and will not keep the information for longer than is necessary.

11. Force Majeure

11.1 Neither party shall be in breach of this Contract nor liable for delay
in performing, or failure to perform, any of its obligations under this
Contract if such delay or failure result from a Force Majeure Event. If the
period of delay or non-performance continues for 6 months the party not
affected may terminate this Contract by giving 4 weeks written notice to
the affected party.

12. Customer Returns

12.1 Once the Customer has received the Goods and subsequently wants to
return the Goods to the Supplier, the Supplier is only able to exchange or
refund Goods that are returned in their original unopened form and in a
resalable condition. If the Goods meet the requirements in 12.1 the
Supplier shall exchange or refund the Customer, in full, pursuant to clause
12.3. The Supplier shall not refund any shipping costs or any additional
costs incurred. Only the price of the Goods shall be refunded.

12.2 All returns must be received by the Supplier within 100 days of the
Supplier’s delivery date.

12.3 Any refund issued by the Supplier will be issued 14 days after the
Supplier is in receipt of the returned Goods. All refunds shall be returned
in accordance with the Customer’s original payment method.

12.4 If the Goods are not working and the Customer has contacted the
Supplier’s customer service representative (details of which are on the
Site) to discuss the Goods and no resolution can be provided, a full refund
shall be given to the Customer in accordance with clause 12.3. The Supplier
will endeavour to respond to all Customer enquiries within 5 working days.

13. General

13.1 Assignment and other dealings.

13.1.1 The Supplier may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights or
obligations under the Contract.

13.1.2 The Customer may not assign, transfer, mortgage, charge,
subcontract, declare a trust over or deal in any other manner with any or
all of its rights or obligations under the Contract without the prior
written consent of the Supplier.

13.2 The Supplier may amend the terms of this Contract from time to time,
and place new versions on the Site. For users purchasing Goods from the
Site for the first time, all purchasers from the date that the amended
version of the Contract is placed on the Site, will be governed by the new
Contract otherwise such changes will be effective against existing
Customers 30 days following the amended Contract being available on the
Site. The Customer’s continued use of the Site following the uploading of
the new Contract will constitute the Customers’ acceptance of such changes.

13.3 Confidentiality.

13.3.1 The Supplier shall hold all information that relates to the Customer
in accordance with the Data Protection Act 1998.

13.3.2 The Customer is responsible for maintaining the confidentiality of
the Purchasing Account and password and for restricting access to their
computer and devices, and to the extent permitted by applicable law the
Customer agrees to accept responsibility for all activities that occur
under the Purchasing Account or password. The Customer should take all
necessary steps to ensure that the password is kept confidential and secure
and should inform the Supplier immediately if they believe the password has
become known to anyone else , or if the password is being, or is likely to
be used in an unauthorised manner.

13.4 Entire agreement.

13.4.1 This 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.

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

13.5 Variation.

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

13.6 Waiver.

13.6.1 A waiver of any right under the Contract or law is only effective if
it is in writing and shall not be deemed to be a waiver of any subsequent
breach or default. No failure or delay by a party in exercising any right
or remedy under the Contract or by law shall constitute a waiver of that or
any other right or remedy, nor prevent or restrict its further exercise of
that or any other right or remedy. 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.

13.7 Severance.

13.7.1 If any provision or part-provision of the Contract 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 the Contract.

13.8 Notices.

13.8.1 Any notice or other communication given to a party under or in
connection with the Contract shall be in writing, addressed to that party
at its registered office (if it is a company) or its principal place of
business (in any other case) or such other address as that party may have
specified to the other party in writing in accordance with this clause, and
shall be sent by email.

13.8.2 A notice or other communication shall be deemed to have been
received on the date and at the time that the courier’s delivery receipt is
signed; or, if sent by email, one Business Day after transmission.

13.8.3 The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.

13.9 Third party rights.

13.9.1 No one other than a party to this Contract have any right to enforce
any of its terms.

13.10 Governing law.

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

13.11 Jurisdiction.

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