Terms & Conditions

telling [fashion] stories™ by marco joe fazio Ltd.

TERMS & CONDITIONS [FULL VERSION]

Parties

marco joe fazio Ltd. ("marco joe fazio", "mjf creative", "mjf photography" or "the Agency"), a Limited Company registered in England and Wales and with offices at The Cottage, Studio Mews, 1B Alexandra Road, Addlestone, Surrey, KT15 2PQ, and CLIENT means the person or entity described as the Client on the Cost Estimate provided per job.

Introduction and Future Mandates

The Client hereby engages the Agency, which engagement the Agency hereby accepts, to provide Services and deliver Deliverables subject to the terms and conditions set out below and in the cost estimate and roll-out plans offered. The Parties agree that all future work or mandates given by the Client to the Agency shall unless otherwise agreed in writing between the Parties, be governed by the terms and conditions in this Agreement.

Definitions

In this Agreement, unless the context indicates otherwise, the words and expressions set out below shall have the meanings assigned to them, and cognate expressions shall have a corresponding meaning, namely:

1. "Accepted Estimate" means a Cost Estimate accepted by the Client per clause 4.3;

2. "Agreement" means this Agreement, including each Accepted Estimate and document referred to herein, subject to any amendments or variations per clause 17.8;

3. "Agency Proprietary Material" includes any product, document, business process, text, artwork, trademark, branding, logo, slogan, design, still, graphic, video, photograph, sound recording, script, music, picture, document, software or other data or material of any nature whatsoever, and all right, title and interest therein (including but not limited to, the underlying copyright in any source code or business methodology associated therewith and all other Intellectual Property Rights therein) which is used, owned, developed or created by or for, or licensed to, the Agency at any time;

4. "Agency Representative" means the person described as such on the Cover Schedule or such other person as the Agency may notify Client in writing from time to time;

5. "Business Day" means any day other than a Saturday, Sunday or official public holiday in the UK;

6. "Client Representative" means such person as the Client may notify the Agency in writing from time to time or, in the absence of any such notification, a representative of the Client that the Agency customarily deals within the providing the Services in the ordinary course;

7. "Commencement Date" means, unless otherwise agreed between the Parties, the date of signature of this Agreement by the Party last in time to do so;

8. "Deliverables" means any creative work, strategy, proposals, presentations, press releases, reports, copy, documents, data or other materials developed by the Agency expressly, precisely and exclusively for the Client in terms of an Accepted Cost Estimate but which, for the avoidance of doubt, excludes the Agency Proprietary Material;

9. "Cost Estimate" means a quotation, proposal or cost estimate issued by the Agency to the Client in respect of Services to be provided or Deliverables to be delivered;

10. "Intellectual Property" means all patents, rights to inventions, copyright and related rights, all other rights like copyright, trademarks, trade names and domain names, business names, logos, service marks, moral rights, know-how, business methods and trade secrets, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in the design, database rights and any other intellectual property rights (including but not limited to moral rights), in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals, extensions or revivals of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future and in any part of the world (and "Intellectual Property Rights" means any ownership, license or associated rights relating to Intellectual Property);

11. "Parties" means the Agency and the Client, and "Party" shall mean either one of them;

12. "Services" means, subject to the provisions of this Agreement, the services specified and to be provided by the Agency and accepted by Client under this Agreement in an Accepted Estimate or as otherwise agreed in writing between the Parties; and

13. "VAT" means Value-Added Tax at the rate prescribed from time to time.

Interpretation

1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. References to "company" shall be to anybody corporate, wherever incorporated.

3. A reference to one gender shall include a reference to the other gender.

4. Words in the singular shall include the plural and vice versa.

5. References to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as other provisions modify their application (whether before or after the date of this Agreement) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification).

6. References to clauses and schedules are to terms and Schedules of this Agreement. A reference to a paragraph is to a section of the relevant Schedule.

7. Writing or written includes email.

8. Where the words include(s), including or in particular, are used in this Agreement, they are deemed to have the words "without limitation" following them. The words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

9. Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

10. The headings are inserted for convenience only and shall not affect the construction of this Agreement.

11. Except to the extent otherwise provided, each Accepted Estimate and each Schedule shall be construed and interpreted following the provisions of this Agreement. In the event of a conflict between an Accepted Estimate and this Agreement, the requirements of the relevant Schedule shall prevail (unless the parties otherwise agree in writing).

The Services

1. The Client hereby appoints the Agency with effect from the Commencement Date to provide the Services and the Deliverables following each relevant Accepted Estimate. The Agency hereby accepts such an appointment.

2. The Parties agree that the terms and conditions contained in this Agreement (together with each relevant Accepted Estimate) shall govern the relationship between them about the provision of the Services and the Deliverables. This Agreement is an enabling agreement in terms of which the Agency will provide the Services to the Client, and the details of the specific Services which the Agency will deliver to the Client from time to time shall be as recorded in an Accepted Estimate.

3. The Agency undertakes to perform the Services and provide the Deliverables diligently, efficiently and professionally. It shall use its best endeavours to adhere to any deadlines and time frames as approved between the parties, taking into account that the Agency's ability to perform efficiently is based on certain assumptions which may change during the course of the Agency rendering its services to the Client in terms hereof. Any such changes may have a bearing on performance, and the Agency shall not be held liable for any failures or delays beyond its reasonable control. Where no time frame or delivery dates have been set, or deadlines have been agreed to, the Agency will render its services within a reasonable period. The Client agrees that the Agency shall not be held liable for any delays which are outside of its reasonable control, including but not limited to delays caused by the Client's failure or delay in approving work or Estimates or any delays caused by third-party contractors.

Estimates

1. Before the commencement of any work by the Agency in connection with the Services and Deliverables, the Agency shall issue the Client with an Estimate specifying:

1. the Services and Deliverables to be provided to the Client by the Agency;

2. the fees to be charged by the Agency to the Client for the Services and Deliverables to be provided; and

3. to the extent relevant, dates by which or upon which such Services or Deliverables are to be provided.

1. Before signature by the Client, each Estimate will be valid for 30 (thirty) days from the date of issue thereof unless revoked or replaced by the Agency before the expiry of such period and before receipt by the Agency of a copy thereof signed by the Client.

2. Upon acceptance and signature of an Estimate by the Client, such Estimate shall be an Accepted Estimate which shall henceforth be binding on the Parties. It shall be subject to and construed under the terms and conditions of this Agreement.

3. If the Client wishes to appoint the Agency to provide additional services, being services not already subject to an Accepted Estimate, the Agency shall issue the Client with a new Estimate in respect of such services per this clause 4.

4. An Accepted Estimate may amend the terms and conditions of this Agreement only for the subject matter of such Accepted Estimate. Insofar as any Accepted Estimate amends the provisions of this Agreement explicitly, such amended provisions in the Accepted Estimate shall prevail in respect of that Accepted Estimate only. Amendments to this Agreement of general application shall be dealt with per clause 17.8.

5. In the event of a conflict between the provisions of this Agreement and an Accepted Estimate, the provisions of the Accepted Estimate shall prevail.

Provision of Services/Deliverables

1. In providing the Services, the Agency will take reasonable steps to understand the Client's business and to familiarise itself with the market(s) within which the Client operates. To this end, the Client agrees to provide the Agency from time to time and without delay with any information, documentation, guidance or assistance (together, "Information") that the Agency might reasonably require to provide the Services.

2. The Client authorises and grants a license to the Agency to use any proprietary Information furnished to the Agency in terms of clause 5.1 for the sole purpose of enabling the Agency to provide the Services and the Deliverables and warrants where necessary that the Client has obtained all necessary third party consents for such use.

3. The Agency shall deliver each Deliverable to the Client under the provisions of the relevant Accepted Estimate. Where such provision is not made in the Accepted Estimate, delivery shall be deemed to have occurred, and risk in the Deliverable shall transfer upon physical or constructive delivery, submission, transfer or transmission (electronic or otherwise) of the Deliverable to the Client by the Agency.

Change Control

1. The Agency Representative and the Client Representative shall meet at least once every month (or more often if so agreed between the parties) to discuss matters relating to the Services and Deliverables. If either Party wishes to change the scope or execution of the Services or Deliverables, it shall submit details of the requested change to the other in writing.

2. If the Client requests a change to the scope or execution of the Services or Deliverables, the Agency shall, within a reasonable time, provide a written estimate to the Client of:

1. the likely time required to implement the change;

2. any necessary variations to the Agency's charges arising from the change;

3. the possible effect of the change on the scope, execution, milestones or other issues relating to the Services or Deliverables; and

4. any different impact of the change on this Agreement.

1. If the Client wishes for the Agency to proceed with the change, the Agency shall have no obligation to do so unless and until the parties have agreed on the necessary variations to its charges, the Services or the Deliverables and any other relevant terms of this Agreement to take account of the change and this Agreement has been varied per clause 6.2.

Payment

1. Unless or to the extent otherwise provided in a relevant Accepted Estimate, the Agency shall issue invoices, and the Client shall pay all fees, costs and disbursements set out in and under each Accepted Estimate in consideration of the relevant Services or Deliverables.

2. In the absence of provision for the method of payment in an Accepted Estimate, the Client shall pay to the Agency in respect of each Accepted Estimate:

1. upon acceptance by the Client of the Accepted Estimate in terms of clause 4.3, the following invoice terms apply:

2. 50% (fifty per cent) of the total fee specified will be due within 7 (seven) working days of the Client receiving the invoice; and

3. the balance of the total fee, together with any other remaining payments or charges due under or in respect of such Accepted Estimate, within 30 days of invoice following completion of the Services or delivery of the Deliverables specified in such Accepted Estimate;

4. in the case of a "retainer" fee, an invoice will be generated, and payment will be due by the 25th (twenty-fifth) for the retainer month going forward.

1. All rates and fees quoted by the Agency are quoted exclusive of VAT and any other applicable taxes. Subject to clause 7.1, the Client shall render payment to the Agency in respect of VAT and any other applicable taxes concurrently with each underlying cost in terms of clauses 7.1 and 7.2 on which the relevant VAT amount is calculated.

2. Late payments shall be subject to interest at the applicable prime rate of interest, calculated daily (based on a year of 365 days) and compounded monthly from the due date until the date of payment, which interest shall be payable by the Client to the Agency on demand.

3. All amounts payable by the Client to the Agency shall be paid in cleared funds, free of withholding, deduction, set-off or exchange, into a brand new's banking account, the details of which will be issued together with the invoice.

Third-Party Contractors and Staff

1. From time to time, the Agency may appoint or sub-contract third parties to perform Services or provide Deliverables (in part or in whole) provided that the Agency shall remain the primary point of contact with the Client.

2. The Agency shall use due care and skill in the selection and appointment of third parties per clause 8.1.

3. The Client hereby undertakes to the Agency that it shall not, for the duration of this Agreement and 24 months after that, whether directly or indirectly, nor in any capacity whatsoever, circumvent the Agency by directly engaging a third-party supplier appointed by the Agency, to the exclusion of the Agency, in connection with the Services and Deliverables. The Client agrees that a breach of this provision shall constitute a material breach of this Agreement, entitling the Agency, in its discretion, to terminate its services to the Client and claim damages and opportunity loss costs.

4. The Client will work with various Agency employees in its dealings with the Agency. The Client hereby undertakes to the Agency that it shall not approach any of these employees with offers of direct employment for 24 months post-termination of its business dealings with the Agency.

Risk, Right, Title and Interest, Intellectual Property

1. All risk in each Deliverable shall pass to the Client upon delivery under this Agreement.

2. All rights, title and interest in and to the Agency Proprietary Materials shall at all times remain fully vested in and belong to the Agency and its licensors. The Client shall have no rights whatsoever in or to the Agency Proprietary Materials other than as granted under the Agreement.

3. The Agency Proprietary Material may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited in whole or part without the Agency's written consent.

4. Subject to the provisions of this clause 9, all rights, title and interest in and to each Service and Deliverable shall be owned and remain fully vested in the Agency until the Client has paid in full, per clause 7 above, all amounts owing to the Agency under the relevant Accepted Estimate in respect of such Service or Deliverable, whereupon the Agency shall cede to the Client all of its right, title and interest therein.

5. As of the Commencement Date, the Client grants to the Agency a non-exclusive license for the continued duration of this Agreement to perform any lawful act, including the right to use the Client's Intellectual Property for the sole purpose of providing the Services to the Client under this Agreement and the Accepted Estimates.

Rights of Termination on Breach and Early Cancellation

1. Either PartyParty (the "Aggrieved Party") may terminate this Agreement immediately by giving written notice to the other PartyParty (the "Defaulting Party") if any of the following events occurs:

1. the Defaulting Party has failed to make any payment of any sum due and payable under this Agreement within 14 days of written notice from the Aggrieved Party specifying the amount and nature of the quantity owing and requiring it to be paid;

2. the Defaulting Party commits any material breach of any of the provisions of this Agreement and fails to remedy it within 14 days after receiving written notice from the Aggrieved Party containing full particulars of the material breach and requiring it to be treated;

3. business rescue proceedings, as contemplated, are instituted or implemented in respect of the Defaulting Party.

1. Early cancellation: In the event of the Client cancelling any Services after having given its approval for the Agency to commence with such work, the Client agrees that it shall be liable to the Agency for any costs incurred and cost of work done by the Agency up to the date of such cancellation, regardless of the nature of the services rendered ("the cancellation fee"). The costs incurred will be payable by the Client within 30 (thirty) days of the date of cancellation and upon the Agency issuing its invoice to the Client.

2. Termination of this Agreement for any reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination and, in particular, but without limitation, the right to recover damages against the other and all provisions which are expressed to survive this Agreement (including but not limited to clauses 1, 9, 10.2, 11, 13, 14, and 19) shall remain in force and effect.

3. In the event of a cancellation of activation, where the Client has approved a Cost Estimate, the following cancellation fees apply:

1. Thirty days before an event – 20% of the total event cost is to be billed by the Agency to Client.

2. Twenty-nine days to fourteen days before an event – 30% of the total event cost must be billed by the Agency to Client.

3. Thirteen days to eight days before an event – 50% of the total event cost is to be billed by the Agency to Client (Unless additional expenses have been incurred by the Agency, in which case these need to be paid for by the Client).

4. Less than seven days before an event – 75% of the total event cost is to be billed by the Agency to Client (Unless additional expenses have been incurred by the Agency, in which case these need to be paid for by the Client).

Liability and Indemnity

1. Unless otherwise expressly provided in this Agreement, the Parties' liability to one another under this Agreement, howsoever arising, shall be limited to direct damages and losses only, and in no event shall either PartyParty be liable for any:

1. business interruption, loss of use, profit, anticipated profit, contracts, revenues, goodwill, anticipated savings, business information, data or other pecuniary loss; or

2. consequential, incidental or indirect losses; or

3. special or other damages arising out of this Agreement Clause 11.1 shall not operate to exclude any liability of a Party arising as a result of that Party'sParty's fraudulent conduct or in respect of any death or personal injury caused by that Party'sParty's negligence.

Force Majeure

1. If either PartyParty is prevented or restricted directly or indirectly from carrying out any or all of its obligations under this Agreement (the "Affected Party") due to any cause beyond the reasonable control of the Affected Party (including without limiting the generality of the aforegoing, any war, civil commotion, political or public disturbance, riot, insurrection, strike, lock-out, labour dispute or other industrial action, boycott, fire, explosion, flood, storm, subsidence, volcanic eruption or other volcanic activity, epidemic or other natural or physical disaster, sabotage, terrorism, acts of any state or government or other authority or other actions of God), then the Affected Party shall be relieved of its obligations in this Agreement during the period that such event and its consequences continue but only to the extent so prevented and shall not be liable for any delays or failure in the performance of any of its obligations hereunder or for any loss or damage (general, special or consequential) which the other PartyParty may suffer, due to or resulting from such delay or failure, provided that written notice shall within ten Business Days of the occurrence constituting force majeure, be given by the Affected Party to the other PartyParty concerned, and provided further that the obligation to provide such notice shall be suspended to the extent necessitated by such force majeure.

2. Any Party invoking force majeure shall use its reasonable endeavours to terminate the circumstances giving rise to force majeure and, upon the termination of the conditions giving rise thereto, shall forthwith give written notice to the other PartyParty concerned.

3. The Parties agree that should the circumstances giving rise to force majeure continue for a period of more than thirty (30) days after the Affected Party has notified the other PartyParty of such circumstances in terms of clause 12.1, the PartyParty who has not claimed force majeure may terminate this Agreement by notice in writing to the other PartyParty, in which event neither PartyParty shall be liable to the other for any losses or damages as a result of such force majeure.

Confidentiality

1. All communications between the Parties and all information and other materials supplied to or received by either of them from the other (the "Confidential Information") shall be kept confidential by the Parties unless or until the PartyParty receiving the Confidential information (the "Receiving Party") can reasonably demonstrate that the Confidential Information (or the relevant portion thereof):

1. is already in the public domain through no fault of its own;

2. has been lawfully obtained from any third party who/which was under no obligation to keep such communication, information or material confidential;

3. is already lawfully known to the Receiving Party at the time that it receives such information (and the Receiving Party is under no prior obligation to keep such information confidential); or

4. is disclosed by the Receiving Party to satisfy the order of a court of competent jurisdiction or a governmental or regulatory body, or to comply with the provisions of any law or regulation in force from time to time, provided that in these circumstances, the Receiving Party shall:

1. disclose only that portion of the Confidential Information which it is legally required to disclose; and

2. use its reasonable endeavours to protect the confidentiality of such Confidential Information to the fullest extent practicable.

1. The Parties shall use all reasonable endeavours to procure the observance of these restrictions and shall take all reasonable steps to minimise the risk of disclosure of Confidential Information by those persons required to possess any such information and who shall have access to such information and will instruct those persons on the confidentiality of such information, ensuring that only they and such of their employees and directors shall have the duty to treat the same as confidential.

2. The obligations contained in this clause 13 shall endure, even after the termination of this Agreement, for whatever reason.

3. For more information on confidentiality, please read our Privacy Policy.

No Competition or Solicitation

1. The Client acknowledges that the Agency's employees and preferred third-party contractors and consultants will have a close working relationship with the Client and that the Agency is reliant upon its employees and preferred third-party contractors and consultants and has invested substantial time and money in them in supporting the businesses.

2. The Client undertakes and agrees with the Agency that it will not at any time during the term of this Agreement or for a period of one year from the date at which this Agreement terminates or expires. However, that may occur:

1. induce to leave, solicit or entice away or endeavour to induce to leave, solicit or entice away any director or employee of the Agency who has undertaken work for the Client or has had any dealings with the Client as a result of the Agency; and the Client agrees that, without prejudice to any other rights or remedies that the Agency might have, if the Client acts in breach of this provision it will be liable for fee for each of the relevant employee induced to leave, solicited or enticed away at a rate equivalent to six months' wages or salary for the appropriate employee;

2. solicit or offer services or custom, or endeavour to solicit or offer services or custom, to any subcontractor or consultant engaged by to perform or provide services or perform obligations under or in connection with this Agreement to the Agency or the Client; and the Client agrees that, without prejudice to any other rights or remedies that the Agency might have, if the Client acts in breach of this provision it will be liable for fee for each of the relevant consultant induced, solicited or enticed away at a rate equivalent to six months' fees that would have been earned by that consultant or contractor through its work with the Client; or

3. cause or permit any person, directly or indirectly under its control or supervision or in its employ, to do any of the acts or things specified above.

Arbitration

1. The Parties agree that, in the event of a dispute arising in respect of this Agreement, the senior executives of each PartyParty respectively authorised to settle disputes shall use best and bona fide endeavours to resolve such dispute within fourteen days of either PartyParty notifying the other in writing of the existence of the conflict. Failing resolution of the dispute within fourteen days, the Parties agree to submit to arbitration proceedings in respect of such dispute per clause 15.1.

2. Subject to clause 15.1, any dispute arising out of this Agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration under Arbitration procedures and practice in the UK. Such arbitration shall be held in London, UK unless otherwise agreed and shall be held in a summary manner with a view to completing it as soon as possible.

3. There shall be one arbitrator who shall be if the question in issue is:

1. primarily an accounting matter, an independent chartered accountant of at least 10 (ten) years' standing;

2. mostly a legal matter, a practising senior lawyer or commercial attorney of at least 10 (ten) years' standing;

3. any other matter, a suitably qualified person.

4. The appointment of the arbitrator shall be agreed upon between the Parties, but failing Agreement between them within a period of 14 (fourteen) days after the arbitration has been demanded, either of the Parties shall be entitled to address the Commercial Court, sub-division of the Queen's Bench Division of the High Court of Justice.

5. The arbitrator will make his award in writing, setting out the reasons for his findings.

6. The arbitrator's award on the arbitration's conclusion will be final and binding. Each Party hereby submits itself to the Commercial Court, should any other Party wish to make the arbitrator's decision an order of the Court.

7. Unless the arbitrator, in the exercise of his discretion, decides otherwise, the costs of the arbitration and the prior proceedings before the Court will follow the outcome of the award.

Domicilium Citandi et Executandi

1. Any notice or other communication to be given or served under or in connection with this Agreement shall be in writing and shall be:

1. delivered by hand, delivery by courier shall be regarded as delivery by hand;

2. sent by pre-paid registered post or recorded delivery;

3. (if notice is to be served by post outside the country from which it is dispatched) sent by registered airmail; or

4. sent by email to the Party due to receiving the communication.

1. Any communication given under clause 16.1 shall be sent to the Parties' legal address.

2. A communication is deemed to be given or served:

1. if delivered by hand, at the time, it is left at the address;

2. if sent by pre-paid registered post or recorded delivery on the fifth Business Day after posting;

3. in the case of registered or logged airmail, ten Business Days from the date of posting; or

4. if sent by email, when the email is sent.

1. In the case of a notice given or served by hand or by email where this occurs after 5.00 pm on a Business Day or on a day which is not a Business Day, the date of Service shall be deemed the next Business Day.

2. In proving the Service of the communication, it shall be sufficient to show that the envelope containing the communication was properly addressed and posted as a pre-paid registered or recorded post or airmail (as the case may be) or if sent by email to the email address set out on commission agreement.

3. Any notification of a change of contact details under this clause 16 shall only be valid on the date specified in the notification as to the time on which the change is to take place or if no date is specified or the date specified is less than five Business Days after the date on which the notice is deemed to have been served, the time falling five Business Days after notice of any such change is deemed to have been given.

General

1. The Client acknowledges that, unless and until this Agreement, together with any Estimate, has been signed by the Client and returned to the Agency, the Agency shall not be required to perform any Services in terms of the relevant Estimate.

2. Unless otherwise provided in this Agreement (and in particular in clause 8), no Party may cede, delegate, assign, sub-license, sub-contract, share or part with any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party.

3. This Agreement, as defined in clause 1.2, contains the entire Agreement between the Parties as to the subject matter hereof.

4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Agency, which is not set out in the Agreement. Save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.

5. No relaxation or indulgence granted by either PartyParty to the other shall be deemed to be a waiver of any of that Party'sParty's rights in terms hereof, nor shall same be deemed to be a novation of the terms and conditions and nor shall same stop either PartyParty from enforcing its rights hereunder.

6. No single or partial exercise or non-exercise of any right, power or remedy provided by this Agreement or by law shall preclude any other or further exercise of such right, power or remedy or of any other right, power or remedy.

7. The rights, powers and remedies provided by this Agreement are cumulative and, unless otherwise provided, are not exclusive of any rights, powers and remedies granted by law.

8. No agreement to vary, add to or cancel this Agreement (including any Accepted Estimate) shall be of any force or effect unless reduced to writing and signed on behalf of both Parties to this Agreement.

9. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any relevant jurisdiction, that shall not affect or impair:

1. the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

2. the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

1. This Agreement (together with any other document referred to herein which requires a signature) may be signed in two counterparts, one or more of which may be delivered via fax or email (scanned), in which event the two originals together will constitute a binding agreement between the Parties.

2. Each Party shall bear its costs in connection with the drafting and negotiation of this Agreement.

3. Nothing in this Agreement and no action taken by the Parties under this Agreement shall create or be deemed to create a partnership or establish the relationship of principal and agent or any other fiduciary relationship between the Parties, and no Party shall have the right to obligate or bind the other in any manner whatsoever.

4. This Agreement supersedes and replaces any and all agreements between the Parties and undertakings given to or on behalf of the Parties about the subject matter hereof.

Third-Party Rights

1. No person who is not a party to this Agreement shall have any right to enforce this Agreement (or any agreement or document entered into under this Agreement) or any rights under this Agreement.

Governing Law

1. This Agreement shall be governed by the laws of the UK (England & Wales).