CCMA Ventures Limited (“CCMA”, “we”, “our” and “us”) is a company registered in England and Wales. Our company registration number is 5799326 and our registered office is 2nd Floor, Regis House, 45 King William Street, London EC4R 9AN. Our VAT number is GB153131744.

Please read this document carefully that (together with any other documents referred to within them), sets out the terms and conditions (“Agreement”) which apply to all Partners of the CCMA. By applying to be a Partner, you agree to the terms of this Agreement.

  1. INTERPRETATION

1.1        Definitions:

Activity: the event, activity or series of events or activities collectively, which is to take place on the agreed date and at the agreed time, date and/or Venue.

Activity Marks: the CCMA’s Marks used singularly or collectively in association with the Activity or in the exercise of the Rights.

Activity Marks Guidelines: the CCMA’s guidelines setting out the technical requirements for the reproduction of the Activity Marks, as these guidelines may be amended by the CCMA from time to time by notice in writing to the Client.

Agreement means this Agreement and any Orders entered into between the parties.

Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties’ rights or the performance of their obligations.

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

Client means “you”, the party wishing to participate and sponsor the Activity in accordance with the terms of this Agreement.

CCMA Marks: the trade marks to be used for all promotion, advertising and marketing of the Activity, as set out in the relevant Order, together with any associated artwork, design, slogan, text and other collateral marketing signs of the CCMA that are to be used in connection with the Activity.

Client Activity Materials: any advertising or promotional materials or products produced by or on behalf of the Client which associate the Client or the Client Products with the Activity, or which incorporate or are distributed in association with the Activity Marks including any such Client Products.

Client Marks: the trade mark as set out in the relevant Order, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Client.

Client Products: the products or services of the Client.

Commencement Date: the date set out in the Order Form.

Commercial Rights: any and all rights of a commercial nature connected with the Activity, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

Fees: the agreed fee for an Activity payable in accordance with clause 4.

Intellectual Property Rights: 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 means the order form for an Activity which references this Agreement.

Rights: the rights granted to the Client set out in clause 2.

Term: has the meaning given in clause 3.1.

VAT: value added tax chargeable in the UK .

Venue: means the premises where the Activity is to take place, as specified in the relevant Order.

1.2.       In the event of any conflict in respect of the provisions of this Agreement and/or the Order Form, the provisions of the Order Form shall prevail.

  1. Rights

2.1        The CCMA grants and the Client accepts a licence to use the Activity Marks on the Client Products and in advertising for the Client Products in relation to the Activity and in accordance with the terms and conditions set out in this Agreement.

2.2        All rights not expressly granted to the Client under this Agreement are reserved to the CCMA. The Client acknowledges and agrees that:

(a)          the CCMA is the owner or controller of the Commercial Rights and of all rights in the Activity Marks;

(b)          the Client shall not be entitled to exploit or enter into any commercial or other Agreement to exploit any of the Commercial Rights other than the Rights.

2.3        The Client grants and the CCMA accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Client Marks:

(a)          in relation to the Activity for the delivery of the Rights;

(b)          in perpetuity to promote and exploit the Activity in any media whether now known or yet to be invented including by use on promotional material and merchandising.

  1. Term

3.1        This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 13, for 12 months or the end of the Activity whichever is later, when it shall terminate automatically without notice.

  1. Fees

4.1        In consideration of the Rights granted to the Client, the Client shall pay the CCMA the Fee set out in the Order.

4.2        All sums payable under this Agreement are subject to applicable taxes including any VAT that may be payable in addition to the Fees under the Agreement.

4.3        If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then, without limiting the other party’s remedies under clause 13, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

4.4        Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.

  1. Obligations of the Client

5.1        The Client undertakes to the CCMA:

(a)          to exercise the Rights strictly in accordance with the terms of this Agreement. For the avoidance of doubt, the Client shall not be entitled to use or exploit any of the Commercial Rights (other than the Rights) in any way;

(b)          to use the Activity Marks and other branding materials provided by the CCMA in accordance with the Activity Marks Guidelines;

(c)          to apply any legal notices as required by the CCMA or as set out in the Activity Marks Guidelines on all Client Activity Materials;

(d)          to ensure that the manufacture, packaging, distribution, advertising and sale of all Client Activity Materials shall comply with all Applicable Laws and the highest standards of business ethics;

(e)          to immediately at the written request of the CCMA and at its sole cost, withdraw from circulation any Client Activity Materials which do not comply with clause 5.1(b) to clause 5.1(d);

(f)           to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement;

(g)          to provide to the CCMA, at the Client’s sole cost and expense, all suitable material including artwork of the Client Marks in a format and within print deadlines reasonably specified by the CCMA for it to be reproduced under the control of the CCMA for the fulfilment of the Rights;

(h)          not to apply for registration of any part of the Activity Marks or anything confusingly similar to the Activity Marks as a trademark for any goods or services;

(i)           not to use the Activity Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement;

(j)           not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights;

(k)          to use its best endeavours to assist the CCMA in protecting the Activity Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Activity Marks or the CCMA’s title to the Activity Marks or the image of the Activity, the CCMA or the Venue;

(l)           to notify the CCMA of any suspected infringement of the Activity Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the CCMA;

(m)        to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the CCMA to protect the Activity Marks. This may include recording the terms of this Agreement or any understanding or obligation under this Agreement on any trade mark register or other register, or in any other way;

(n)          support CCMA in defining the objectives and topic areas for each Activity; and

(o)          provide content when required by the CCMA in a timely manner.

 

5.2        The Client has no right to sub-license, assign or otherwise dispose of any of the Rights, without the CCMA’s prior written consent.

  1. Obligations of the CCMA

6.1        The CCMA shall organise and stage or procure the organisation and staging of the Activity  in accordance with the terms of this Agreement.

6.2        The CCMA shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Rights to the Client.

6.3        The CCMA shall ensure that all relevant Client signage and advertising to be delivered as part of the Rights is properly in place and operational and not concealed or obscured from view at any time.

6.4        The CCMA confirms that, whenever possible, it will ensure that the Client Marks will be present in accordance with this Agreement and that the Client Marks are incorporated into all promotional, advertising and publicity material.

6.5        The CCMA shall comply with all Applicable Laws relevant to its performance of this Agreement as well as any conditions attached to any licences or consents issued in connection with the Activity including regarding health and safety and security measures at the Venue.

6.6        The CCMA accepts that, regardless of the obligations of the CCMA to promote the Activity within the terms of this Agreement, the Client shall be entitled to advertise, publicise and promote  the Client’s association with the Activity subject to the terms of this Agreement.

  1. Representations and warranties

7.1        Each party warrants and undertakes to the other that:

(a)          it has full authority to enter into this Agreement and is not bound by any Agreement with any third party that adversely affects this Agreement; and

(b)          it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this Agreement.

7.2        The CCMA represents to the Client that the CCMA owns or controls the Activity and the Activity Marks and that the Client’s use of the Activity Marks and its exercise of the Rights in accordance with the provisions of this Agreement shall not infringe the rights of any third party.

7.3        The Client represents and warrants that:

(a)          it owns or is solely entitled to use the Client Marks and any other material supplied to the CCMA in relation to this Agreement; and

(b)          the CCMA’s use of the Client Marks in accordance with clause 2.3 will not infringe the rights of any third party.

  1. Indemnities

8.1        The Client shall indemnify the CCMA against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the CCMA arising out of or in connection with:

(a)          any claim made against the CCMA by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the CCMA’s use of the Client Marks in accordance with this Agreement;

(b)          any claim made against the CCMA by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Client Activity Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by the CCMA of any use of the Activity Marks on the Client Activity Materials, relates only to the use of the Activity Marks and does not amount to approval of any the Client Activity Materials and shall not affect this right of indemnification.

8.2        The CCMA shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim made against the Client by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Client’s use of the CCMA Marks in accordance with this Agreement.

8.3        If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this clause 8 (a Claim), the indemnified party shall:

(a)          as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;

(b)          not make any admission of liability, Agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party; and

(c)          be deemed to have given to the indemnifying party sole authority to avoid, dispute, compromise or defend the Claim.

  1. Limitation of liability

9.1        Nothing in this Agreement shall limit or exclude a party’s liability:

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

(b)          for fraud or fraudulent misrepresentation;

(c)          for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or

(d)          under the indemnities set out at clause 8.1(a), clause 8.1(b) and clause 8.2.

9.2        Subject to clause 9.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

(a)          loss of revenue or anticipated revenue;

(b)          loss of savings or anticipated savings;

(c)          loss of business opportunity;

(d)          loss of profits or anticipated profits;

(e)          wasted expenditure; or

(f)           any indirect or consequential losses.

9.3        Subject to clause 9.1, the parties maximum aggregate liability to each other in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement, in any twelve 12 month period will not exceed the Fee paid for the applicable Activity associated with the damages for that twelve (12) month period (with the 12 month period beginning from the effective date of the relevant Order).

  1. Intellectual Property Rights

10.1      The CCMA and the Client acknowledge as follows:

(a)          all rights in the Client Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Client, and, save as expressly provided in clause 2.3, the CCMA shall not acquire any rights in the Client Marks, nor in any developments or variations of them;

(b)          all rights in the CCMA Marks, including any goodwill associated with them, shall be the sole and exclusive property of the CCMA and, save as expressly provided in clause 2.1, the Client shall not acquire any rights in the CCMA Marks, including any developments or variations of them;

10.2      All Intellectual Property Rights in and to any materials produced for the Activity by or on behalf of the CCMA or jointly by the CCMA and the Client shall, with the exception of the Client Marks, be the sole and exclusive property of the CCMA and if the Client acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the CCMA on request, whenever that request is made.

  1. Insurance

11.1      The Client confirms that it shall arrange a comprehensive insurance policy, at its sole cost, for the following:

(a)          public liability at the Venue during the course of the Activity, in respect of the Client’s Products and any other materials or goods owned or controlled by the Client, which, in respect of any individual claim is not less than £1m.

(b)          loss, theft or damage to any of the Client’s Products or other materials or goods owned or controlled by the Client; and

(c)          to cover any loss, damage or claim arising directly or indirectly from the public’s use of the specific product or services being promoted by the Client, together with all other goods or services associated with the Client Marks.

11.2      The CCMA confirms that it will take out a comprehensive insurance policy for the Activity, including adequate public liability insurance for injury or death of any participants, performers or spectators.

  1. Activity cancellation

12.1      In the event that the CCMA cancels an Activity or materially alter the advertised content, timing, date and/or location of the Activity, the Client shall be entitled to either:

(a)          a credit for a future Activity held by the CCMA of the Client’s choice (up to the value of sums paid by the Client in respect of the activity); or

(b)          cancel the Order for the Activity with immediate effect and obtain a refund (calculated in good faith) of an amount that reflects the total sums paid by the Client at the date of cancellation minus the value (calculated in good faith) of any services received by the Client prior to the date of cancellation. Any such refund shall be paid by the CCMA within 30 days of receipt of confirmation from the Client of the Client’s wish to terminate the Agreement.

12.2    If the Client cancels an Activity, 100% cancellation fee will apply.

  1. Termination

13.1      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)          in the case of the CCMA, the Client 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 other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c)          the other party makes an arrangement with its creditors, cannot pay its debts as they fall due, is declared insolvent, any steps are taken for its winding up, or has an administrator or appointed over any of its assets, or a creditor enforces any process against all or any part of its assets (or similar or equivalent circumstances arise in any other jurisdiction).

  1. Consequences of termination

14.1      On termination or expiry of this Agreement:

(a)          the Rights granted by the CCMA to the Client under this Agreement shall immediately terminate and revert to the CCMA;

(b)          following termination of the Rights and their reversion to the CCMA the Client shall not exercise the Rights or use or exploit (directly or indirectly) its previous connection with the CCMA or the Activity;

(c)          within 30 days after the date of termination, the Client shall destroy or, if the CCMA shall so elect, deliver to the CCMA or any other person designated by the CCMA, at the Client’s expense, all Client’s Activity Materials in its possession or control;

(d)          within 30 days of the termination date, each party shall pay to the other any sums that are outstanding and to be accounted for under this Agreement;

(e)          the following clauses shall continue in force: Clause 1 (Definitions and interpretation), clause 8 (Indemnities), clause 9 (Limitation of liability), clause 12 (Activity cancellation), clause 14 (Consequences of termination), clause 16 (Confidentiality) and clause 19 (Set-off) to clause 28 (Governing law and jurisdiction).

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

  1. Force majeure

15.1      Force Majeure Activity means any circumstance not within a party’s reasonable control including, without limitation:

(a)          acts of God, flood, drought, earthquake or other natural disaster;

(b)          epidemic or pandemic;

(c)          terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d)          collapse of buildings, fire, explosion or accident; and

(e)          any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(f)           non-performance by suppliers or subcontractors; and

(g)          interruption or failure of utility service.

15.2      Provided it has complied with clause 15.3 and subject to clause 12, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Activity (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.3      The Affected Party shall:

(a)          after the start of the Force Majeure Activity, promptly notify the other party in writing of the Force Majeure Activity, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Activity on its ability to perform any of its obligations under the Agreement; and

(b)          use all reasonable endeavours to mitigate the effect of the Force Majeure Activity on the performance of its obligations.

15.4      If the Force Majeure Activity prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 3 months, the party not affected by the Force Majeure Activity may terminate this Agreement by giving written notice to the Affected Party.

  1. Confidentiality

16.1      Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.

16.2      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 ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information will comply with this clause; and (b) as may be required by law, court order or any governmental or regulatory authority.

16.3      No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

  1. Data protection

17.1      In this clause 17 the following definitions shall apply:

(a)          Agreed Purposes: the organisation and promotion of Activitys.

(b)          Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

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

(d)          Data Protection Legislation:

(i)           To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(ii)          To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.

(iii)         EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

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

(e)          Permitted Recipients: the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.

17.2      Shared Personal Data: the personal data to be shared between the parties under clause 1.1 of this Agreement shall be set out in the Order Form. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

17.3      Particular obligations relating to data sharing. Each party shall:

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

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

(c)          process the Shared Personal Data only for the Agreed Purposes;

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

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

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

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

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

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

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

(c)          provide the other party with reasonable assistance in complying with any data subject rights request;

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

(e)          assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

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

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

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

  1. Announcements

18.1      Subject to clause 18.2, no party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties.

18.2      Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other parties. The party concerned shall make all reasonable attempts to agree the contents of the announcement with the other party before making it.

  1. Notices

19.1      All notices (including any invoices) under this Agreement shall be in writing and shall be sent to the address specified by the recipient.

19.2      Any notice may be delivered by email, or by post.  The notice shall be deemed to have been given if sent by email on receipt of read return email, if sent by courier on delivery and if sent by post 2 Business Days after the notice was posted.

  1. Set-off

All amounts due under this Agreement shall be paid by the Client to the CCMA in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  1. No partnership or agency

21.1      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.

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

  1. Third party rights

22.1      This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

  1. Variation

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

  1. Assignment

24.1      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.

  1. Waiver

25.1      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. 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.

  1. Severance

26.1      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.

26.2      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.

  1. Entire Agreement

27.1      This Agreement constitutes the entire Agreement between the parties in relation to the Activities organised and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

27.2      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.

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

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

  1. Notices

28.1      All notices (including any invoices) under this Agreement shall be in writing and shall be sent to the address specified by the recipient.

28.2      Any notice may be delivered by email, or by post.  The notice shall be deemed to have been given if sent by email on receipt of read return email, if sent by courier on delivery and if sent by post 2 Business Days after the notice was posted.

  1. Governing law

This Agreement 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.

  1. Jurisdiction

30.1      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 Agreement or its subject matter or formation.

This Agreement has been entered into on the date of last signature in the Order Form.