SMARTFRAME PANEL AND API LICENSING TERMS AND CONDITIONS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause 1.1 apply in this Agreement.

SmartFrame Images: are Customer images that have been uploaded into the SmartFrame Panel and which remain available for use by the Customer and its End Users in their day-to-day business, and such shall count toward the total SmartFrame Data in the Subscription Plan.

Agreement: means the Registration Form, these terms and conditions and all schedules or annexes attached hereto.

API: SmartFrame’s application programming interface(s) which converts a standard image file into an encrypted image file capable of being rendered in a SmartFrame format on the Customer’s Website and elsewhere online and which also allows control of how those images appear, operate and/or can be used online.

Authorised Users: the employees, agents and/or contractors of the Customer who are authorised by the Customer to use the API.

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

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party or its Representatives whether before or after the date of this Agreement, including but not limited to:

details of the SmartFrame Technology;

the contents of this Agreement and the Documentation;

all keys, passwords, user identification codes and other pieces of information used as part of SmartFrame security procedures; and
any information that would be regarded as confidential by a reasonable business person relating to

(i) the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities of SmartFrame or the Customer; and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of SmartFrame or the Customer,
whether or not such information (if in anything other than oral form) is marked confidential or not.

Customer: means the customer identified in the Registration Form.

Customer Website: a website owned and operated by the Customer as may be identified on the Registration Form, on which image files are displayed.

Data Protection Legislation: means all applicable data protection, privacy and electronic marketing legislation, including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, Regulation (EU) 2016/679, and any codes of practice relating to the same.

Documentation: the documents made available to the Customer by SmartFrame in writing from time to time or online via www.smartframe.io or such other web address notified by SmartFrame to the Customer from time to time which sets out a description of the SmartFrame Technology and the user instructions for the SmartFrame Technology.

Effective Date: the date the Customer agrees to this Agreement.

End User: means any user of the Customer’s website or services.

Indemnified Party: means the party entitled to indemnification under this Agreement.

Indemnifying Party: means the party who must indemnify the Indemnified Party under this Agreement.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks 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, 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.

Licence Fee: the fee payable by the Customer to SmartFrame for use of the SmartFrame Technology, calculated in accordance with the Subscription Plan and as specified in the Pricing Schedule and shall be based on the SmartFrame Data usage at any time during the Term.

Personal Data: means any data that constitutes personal data (as defined in Article 4 of Regulation (EU) 2016/679).

Pricing Schedule: means the document detailing the Licence Fees payable according to the relevant Subscription Plan applicable from time to time and as available at www.smartframe.io/pricing and the current version of which is attached hereto;

Registration Form: the form by which Customer provides information to SmartFrame and accepts the terms and conditions forming the Agreement;

SmartFrame: means SmartFrame Technologies Limited, a company registered in England under number 08652873 whose registered office is at 423 Linen Hall, 162–168 Regent Street, London, W1B 5TE, United Kingdom.

Representatives: means, in relation to a party, its employees, officers, representatives and advisers.

“SmartFrame Technology”: means the SmartFrame innovative image technology that increases protection and attribution of image files including the API and SmartFrame Panel, and in terms of the “SmartFrame format”, the manner in which an encrypted image file returned by the API is presented on the Customer Website, including visual features enabled by the SmartFrame Technology

SmartFrame Panel: means the panel interface, its functionality, its user interface, user experience and the look and feel of it through which Customer may access the SmartFrame Technology to set up and manage its SmartFrame Images

SmartFrame Data: the amount of data storage capacity and data transfer usage required to process, store and manage the SmartFrame Images in use by the Customer

Subscription Plan: the plan in the Pricing Schedule setting out the Licence Fee payable for the applicable capacity and/or usage tier of SmartFrame Data in use and/or required by the Customer, and as may be varied pursuant to this Agreement from time to time.

Term: means the period for which you are granted access to the SmartFrame Technology, including the API and use the SmartFrame Panel pursuant to clause 3.1 below.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

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

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

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

1.7 A reference to a statute or statutory provision is a reference to it as it is in force at the date of this Agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9 References to clauses and schedules are to the clauses and schedules of this Agreement.

1.10 References to a party shall mean either the Customer or SmartFrame as applicable.

2. TERM

2.1 This Agreement shall commence on the Effective Date and shall continue for the Term unless terminated earlier in accordance with the terms of this Agreement.

3. LICENCE GRANT AND SCOPE

3.1 SmartFrame hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to:

a. access and use the SmartFrame Panel;

b. use the SmartFrame Technology on the Customer’s Website, including by embedding and displaying encrypted image files, editing and customising any text or visual components of the SmartFrame format; and

c. access and use of the Documentation;

solely for the Customer’s business operations and on the terms and conditions set out in this Agreement.

3.2 Subject to the limitations and restrictions set forth in this Agreement, the licence granted in clause 3.1 above, shall allow the Customer to sub-license the SmartFrame Technology:

a. solely to the extent necessary to allow End Users to use the embed code, or otherwise to access and use the Image(s), or otherwise to access and use the SmartFrame Images; and

b. provided that the Customer has an agreement in place with its End Users with the same or similar Use Restrictions as set out in clause 6.

4. SMARTFRAME OBLIGATIONS

4.1 SmartFrame shall use reasonable endeavours to ensure that the SmartFrame Technology will, during the Term, perform substantially in accordance with the Documentation. This undertaking shall not apply to the extent of any non-conformance which is caused by Customer’s use of the SmartFrame Technology contrary to SmartFrame instructions, or their alteration by any party other than SmartFrame or SmartFrame duly authorised contractors or agents.

4.2 Notwithstanding the foregoing, SmartFrame: (a) does not warrant that the Customer’s use of the SmartFrame Technology will be uninterrupted or error-free; or that the SmartFrame Technology and/or the Documentation will meet the Customer’s requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of content and data over communications networks and facilities, including the internet. The Customer acknowledges that the API may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.3 Subject to clause 4.2, SmartFrame may alter or improve at any time during the Term, without notice to the Customer: (a) the content, format, features or nature of the SmartFrame Technology or the SmartFrame format; and (b) the means of the Customer’s access to the API or interaction with the SmartFrame Technology.

5. CUSTOMER’S OBLIGATIONS

5.1 The Customer acknowledges that, as consideration for the grant of the licence in clause 3 during the Term, it shall provide SmartFrame with details of all ideas, suggestions, modifications, improvements and all other information that may be of benefit to SmartFrame in relation to the use, look, functions, features or operability of the SmartFrame Technology and the SmartFrame format.

5.2 The Customer shall:

a. ensure that its network and systems comply with the relevant specifications provided by SmartFrame from time to time;

b. comply with all applicable laws and regulations with respect to its activities under this Agreement, including the use of the SmartFrame Technology;

c. comply, as soon as reasonably practicable, with all SmartFrame’s reasonable requests for information or assistance;

d. obtain and maintain all necessary licences, consents, and permissions necessary for the Customer to perform its obligations and exercise its rights under this Agreement;

e. co-operate with SmartFrame in any manner reasonably required by SmartFrame in order to carry out its obligations under this Agreement, including the provision of information and data, making available suitably qualified employees and contractors of the Customer and providing access to the Customer’s systems for the purpose of carrying out diagnostics and correction of defects.

5.3 The parties acknowledge and agree that SmartFrame is not responsible for storing, securing or backing up the Customer’s image files, including their encrypted equivalents. Such acts are the sole responsibility of the Customer and SmartFrame shall not be liable for the loss, deletion of or failure to store any of the image files transmitted through the use of the API.

5.4 The Customer acknowledges that SmartFrame may monitor the use of the API to ensure quality, improve SmartFrame products and services and verify the Customer’s compliance with this Agreement. This monitoring may include SmartFrame accessing and using the Customer’s API credentials, for example, to identify security issues that could affect SmartFrame or its users. The Customer will not interfere with this monitoring.

6. USE RESTRICTIONS

6.1 Except as expressly set out in this Agreement or as permitted by any applicable law, the Customer shall:

a. prevent any unauthorised access to, or use of, the SmartFrame Technology and, in the event of any such unauthorised access or use, promptly notify SmartFrame;

b. not copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the API or image files rendered in the SmartFrame format in any form or media or by any means;

c. not reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SmartFrame Technology;

d. not access all or any part of the SmartFrame Technology in order to build a product or service which competes with the products and services offered by SmartFrame;

e. not remove, alter, or obscure any copyright, trademark or other proprietary rights notices, or falsify or delete any author attributions or legal notices, displayed in the SmartFrame format, including any copy thereof;

f. not use the SmartFrame Technology to provide services to third parties outside of its normal business operations;

g. not interfere with or disrupt the API or the servers or networks providing the API; and

h. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SmartFrame Technology available to a third party.

6.2 The Customer hereby agrees that when using the SmartFrame Technology it will comply with all applicable laws and regulations and the terms of this Agreement. The Customer agrees that, in relation to any Personal Data SmartFrame is given access to for processing, the Customer is the “data controller” for the purposes of the Data Protection Legislation. Further, the Customer agrees that it shall not:

a. use SmartFrame Technology in any unlawful manner, for any unlawful purpose or in a manner which facilitates, promotes or encourages illegal activity;

b. itself breach nor in any way contribute to SmartFrame breaching any aspect of the Data Protection Legislation;

c. infringe the rights, including any intellectual property or privacy rights, of any third party;

d. provide false, inaccurate or misleading information, in particular with regards to source ownership as displayed in the SmartFrame format;

e. introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;

f. use the API in a way that could damage, disable, overburden, impair or compromise SmartFrame systems or security or interfere with other users, or disrupt or interfere with any limitations on use of the API.

6.3 In relation to the Authorised Users, the Customer shall:

a. ensure that access to the SmartFrame Panel and SmartFrame Technology is not shared beyond the number of Authorised Users who are permitted to exercise the rights granted in clause 3;

b. ensure that the Authorised Users are notified of and comply with the terms and conditions of this Agreement, and the Customer shall be responsible for any breach of this Agreement by such Authorised User;

c. provide SmartFrame with information about its Authorised Users, and such other assistance, as is reasonably required by SmartFrame for the purpose of monitoring and enforcing the terms and conditions of this Agreement in relation to such persons; and
d. notify SmartFrame promptly of any changes to the Authorised Users, including any additions and removals, and details reflecting such changes.

7. FEE

7.1 In consideration of the licences and access to the SmartFrame Technology granted herein, the Customer shall pay the Licence Fee in advance each month, using the payment method selected on the Effective Date, such as credit card or direct debit, etc. (“Automated Payments”). To such extent, the Customer authorises SmartFrame to take recurring payments for amounts due using such payment method throughout the Term.

7.2 The Licence Fees:

a. shall be payable in the currency specified when accepting these Terms;

b. are non-refundable;

c. are exclusive of VAT or any other applicable sales tax, which shall be added to the billed amount at the appropriate rate.

7.3 If SmartFrame has not received payment of the Licence Fees by the applicable due date, and without prejudice to any other rights and remedies of SmartFrame:

a. SmartFrame may, without liability to the Customer, disable the Customer’s access to all or part of the API and SmartFrame shall be under no obligation to provide the Customer with access to or use of the API or the SmartFrame Technology while the outstanding fees concerned remain unpaid;

b. SmartFrame may, without further notice, remove and/or permanently delete any SmartFrames uploaded by the Customer through the SmartFrame Panel or API if the amounts remain unpaid for 30 days beyond the actual due date;

c. SmartFrame may charge interest on the outstanding Licence Fees, such interest to accrue on a daily basis at an annual rate equal to 3% over the then-current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until all outstanding Licence Fees are fully paid, whether before or after judgment.

7.4 SmartFrame may increase the Licence Fee applicable for future use of the SmartFrame Technology with one month’s written notice to the Customer at any time. If the Customer does not agree to such increase, it may terminate the Agreement at any time during that one month notice period, or by giving one month’s written notice after the price increase has become effective.

7.5 Throughout the Term, the Customer may use the SmartFrame Panel to delete specific images that have previously been converted into SmartFrame Images. This will render those SmartFrames inactive and unavailable for use, and shall not be counted towards the storage tier in the Subscription Plan.

7.6 If, during the Term, the Customer exceeds the data storage capacity (“Storage”) within its current storage tier of the Subscription Plan, Customer shall automatically be upgraded to the next storage tier with immediate effect (the “Upgrade Date”) at which time the Licence Fee for the upgraded Subscription Plan shall apply. If, during the Term, the Customer exceeds the data transfer capacity (“Data Transfer”) within its current storage tier, SmartFrame may at its sole discretion upgrade the Customer to the next storage tier and charge the relevant increased Licence Fee accordingly.

8. ACCESS

8.1 SmartFrame shall use reasonable endeavours to ensure that the API is available for use with minimal interruptions and downtime. In the event that such downtime continues for a period of more than 24 consecutive hours due solely to the fault of SmartFrame and not covered by clause 15.2, the Customer may elect on notice to SmartFrame to extend the then-current Term to allow for Customer’s use of the SmartFrame Technology, and Documentation, for the period of such downtime, which shall be Customer’s sole remedy for such downtime.

8.2 SmartFrame reserves the right in its sole discretion to suspend or temporarily or permanently revoke the Customer’s or an Authorised User’s access to and use of the API with or without notice if SmartFrame reasonably suspects the Customer’s and/or any Authorised User‘s access to or use of the same is in violation of the terms of this Agreement.

9. ATTRIBUTION

9.1 The Customer agrees to display any attribution(s) required by SmartFrame. SmartFrame hereby grants to the Customer a non-transferable, non-sublicensable, non-exclusive licence during the Term to display the SmartFrame name and logo for the purpose of promoting or advertising that the Customer uses the SmartFrame Technology. The Customer must only use the SmartFrame name and logo for the purpose of fulfilling its obligations under clause 9 and in accordance (as determined by SmartFrame in its sole discretion) with any guidelines provided by SmartFrame to the Customer.

9.2 Neither party will make any statement regarding the Customer’s use of the SmartFrame Technology which suggests partnership with, sponsorship by, or endorsement by SmartFrame without SmartFrame’s prior written approval.

9.3 In the course of promoting, marketing, or demonstrating the SmartFrame Technology the Customer is using, SmartFrame may produce and distribute depictions, including screenshots, video, or other content from the Customer’s Website featuring image files rendered in the SmartFrame format, and may use the Customer’s company or product name in such regard. The Customer hereby grants SmartFrame all necessary rights for the above purposes.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 As between SmartFrame and the Customer, the Customer shall retain all of its ownership rights in its content. Customer hereby grants SmartFrame a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, host, store, modify, distribute, prepare derivative works of, display and publish that content, including the images, to the extent it is necessary to enable its use of, secure and improve the SmartFrame Technology, throughout the Term. Any content the Customer uploads to the API will be considered non-confidential and the Customer hereby warrants that it shall have all the necessary rights to grant SmartFrame the above licence.

10.2 SmartFrame is, and shall remain, the owner or the licensee of all Intellectual Property Rights in the SmartFrame Technology and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, any rights or licences in respect of the SmartFrame Technology.

10.3 Any Intellectual Property Rights consisting in the ideas, suggestions, modifications or improvements made by the Customer under clause 5.1 shall belong to SmartFrame. The Customer hereby assigns with full title guarantee all its rights, title and interest in and to such Intellectual Property Rights, including all materials embodying such rights, to SmartFrame.

11. CONFIDENTIAL INFORMATION

11.1 During the Term, and for a period of ten (10) years after termination of this Agreement, each party shall keep the other party’s Confidential Information confidential and shall not:

a. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or

b. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.2 The restriction in clause 11.1 does not apply to any use or disclosure authorised by the disclosing party or as required by law, or any information which is already in, or comes into, the public domain otherwise than through a party’s unauthorised disclosure.

11.3 Either party may disclose the other party’s Confidential Information to those of its Representatives and, for the Customer, the Authorised Users who need to know such Confidential Information for the Permitted Purpose, provided that:

a. it informs such persons of the confidential nature of the Confidential Information before disclosure; and

b. it procures that such persons shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause 11 as if they were a party to this Agreement,

and at all times, it is liable for the failure of any such persons to comply with the obligations set out in this clause 11.

11.4 Upon termination of the Agreement, each party shall:

a. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

b. erase all the other party’s Confidential Information from their computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
certify in writing to the other party that it has complied with the requirements of this clause 11.4, provided that a recipient party may retain (still subject to the obligation of confidentiality) documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

12. LIMITATION OF LIABILITY

12.1 Except as expressly and specifically provided in this Agreement:

a. the Customer assumes sole responsibility for results obtained from the use of the SmartFrame Technology and the Documentation by the Customer, and from conclusions drawn from such use.

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

c. the SmartFrame Technology and the Documentation are provided to the Customer on an “as is” basis.

12.2 Nothing in this Agreement excludes or limits a party’s liability for death or personal injury arising from the party’s negligence, or the party’s fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

12.3 Subject to clause 12.1 and 12.2:

a. Neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, for any loss of profit or for any indirect, special, consequential or incidental losses or damages of any kind arising under or in connection with this Agreement.
SmartFrame’s maximum aggregate liability to the Customer under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £1000.

13. INDEMNITIES

13.1 The Customer agrees to defend, indemnify and hold harmless SmartFrame in full and on demand from and against any loss, damage, cost, expense, action, claim or proceeding of whatever nature (“Claim”) or expenses which SmartFrame may suffer or incur directly or indirectly as a result of a breach, negligent performance or non-performance of these terms and conditions by the Customer and/or caused by or contributed to by the act or omission of an Authorised User.

13.2 SmartFrame agrees to defend, indemnify and hold harmless the Customer in full and on demand from and against any Claim arising from or incurred in connection with any actual or alleged infringement of third party Intellectual Property Rights by Customer caused directly and solely by SmartFrame Technology.

13.3 The Customer agrees to defend, indemnify and hold harmless SmartFrame in full and on demand from and against any Claim arising from or incurred in connection with any actual or alleged infringement of third party Intellectual Property Rights from SmartFrame use of the Customer Images.

13.4 In respect of the indemnities provided in this Agreement:

a. the Indemnified Party shall:

(i) promptly notify the Indemnifying Party of such Claim, proceeding or action;

(ii) give the Indemnifying Party such information, assistance and co-operation as is reasonable in order to defend such Claim; and

(iii) not make any admission of liability of such Claim without obtaining the Indemnifying party’s prior written consent.

b. the Indemnifying Party shall have sole control of the defence and all related settlement negotiations, provided that it must not take or fail to take any action which would be prejudicial to the Indemnified Party without the prior written consent of the Indemnified Party.

14. TERMINATION

14.1 Either party may terminate this Agreement by giving the other party at least one month’s prior written notice at any time.

14.2 Without prejudice to any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

a. the other party commits a material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

b. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

c. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

d. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

14.3 On termination or expiry of this Agreement for any reason:

a. all licences granted under this Agreement shall immediately terminate;

b. 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 shall not be affected or prejudiced;

c. the Customer shall ensure the cessation of any use of the SmartFrame Technology by or through it, including the removal of all image files displayed in the SmartFrame format from the Customer’s Website and anywhere else that the Customer has published or shared image files displayed in the SmartFrame format;

d. any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

15. GENERAL

15.1 Counterparts. This Agreement may be signed in two (2) counterparts and by the exchange of signature pages by email or other electronic means with the original signatures to be sent to each party. Each such counterpart will be an original and together will constitute one and the same document.

15.2 Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for one month, either party may terminate this Agreement by giving five Business Days’ written notice to the other party.

15.3 Assignment. Neither party may assign this agreement (other than as part of a company restructuring and/or to a group company) without the written consent of the other party, such consent not to be unreasonably withheld or delayed.

15.4 No agency. Nothing in this Agreement is intended to or shall operate to authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

15.5 Entire Agreement. 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.

15.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy.

15.7 Severance. 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.

15.8 Notices. Any notice required or permitted to be given by any party to the other party under this agreement shall be in writing addressed to the relevant party at its address stated in the Registration Form or at such other address as may at the relevant time have been notified pursuant to this clause 15.8 and shall be delivered by hand or sent by registered or recorded delivery post. Where given by registered or recorded delivery post such notice shall be deemed to be served 48 hours after posting and proof that the envelope containing the notice was properly addressed and prepaid shall be sufficient evidence of service. Notice given by hand shall be deemed served immediately.

15.9 Third-party rights. No one other than a party to this Agreement shall have any right to enforce any of its terms.

15.10 Conflict. In the event of a conflict between the Registration Form (whether online or otherwise), these terms and conditions and the schedules or annexes, the Registration Form shall take precedence followed by these terms and conditions followed by the schedules or annexes.

15.11 Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the English courts.