MLP general terms and conditions

A. Please read these terms and conditions before you place any order with The Marketing Lounge Partnership Limited, a company registered in England and Wales with the Company Number: 06467245 and registered office at The Cow Shed, Walnut Tree Farm, Lower Stretton, Cheshire WA4 4PG, (“MLP”).

B. These Terms and Conditions are incorporated into the Client Specification Document (as defined below) for the Services. The purchase or use of any service or product from MLP is subject to these Terms and Conditions.

C. These Terms and Conditions combined with the Order (as defined below) comprise the agreement pursuant to which we provide the Services (as defined in the Order) to you (“Agreement”).  “You” or “your” refers to the person or body corporate which has placed an Order (or on whose behalf an Order is placed) and includes your legal successors and permitted assigns.


The following definitions and rules of interpretation apply in these conditions.

1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment).
Client Materials: all and any materials and advertising and marketing content (including all logos, designs, trademarks, video, software, data and documents) provided by the Client to MLP in connection with the Services.
Client Specification Document: the description or specification of the Services provided and / or agreed in writing by MLP to or with the Client.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between MLP and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: the person or firm who purchases Services from MLP.
Client Default: has the meaning set out in clause 4.2.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Deliverables: the those items set out in in the Client Specification Document produced by MLP for the Client.
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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.
Order: the Client’s order for Services as set out in the Client’s Specification Document and referred to in their Purchase Order.
Rewards: means any rewards, gifts, gift cards, egift card, experiential products, physical products or any other prize as is envisaged or set out in the Client Specification Document.
Services: the services, including the Deliverables, supplied by MLP to the Client as set out in the Client Specification Document.
MLP Materials: has the meaning set out in clause 4.1(g).

Third-Party Costs: means the fees and costs payable to third parties in relation to the provision of the Services, including but not limited to Rewards, IT infrastructure costs or any other cost reasonably envisaged under the Client Specification Document in order to enable MLP to provide the Services.

1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes emails (but not fax).


2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when MLP issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by MLP, and any descriptions or illustrations contained in the MLP’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, including any specific details contained in a purchase order which are not set out in the Client Specification Document.

2.5 Any quotation given by MLP shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.


3.1 MLP shall supply the Services to the Client materially in accordance with the Client Specification Document.

3.2 MLP is appointed on an exclusive basis in respect of the Client’s needs for the provision of the Services.

3.3 MLP shall use its reasonable endeavours to meet any performance dates specified in the Client Specification Document, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4 MLP reserves the right to amend the Client Specification Document if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and MLP shall notify the Client in any such event.

3.5 MLP warrants to the Client that the Services will be provided using reasonable care and skill.

3.6 By signing or otherwise approving the Client Specification Document the Client is authorising MLP to procure the Rewards, acting as its duly appointed and authorised agent.

3.7 MLP will use its reasonable endeavours to agree all Third Party Costs in advance with the Client. However, the Client shall remain liable for any and all Third Party Costs properly incurred by MLP in delivering the Services.

3.8 The Client agrees to be responsible and liable for any Third-Party Costs.  Whilst MLP may, from time to time agree to receive and pay invoices on the Client’s behalf, full liability for payment of those invoices remains entirely with the Client and MLP shall have no obligation to settle those invoices until it has received sufficient monies (in cleared funds) from the Client to discharge the same.


4.1 The Client shall:
(a) ensure that the terms of the Order and any information it provides in the Client Specification Document are complete and accurate;
(b) co-operate with MLP in all matters relating to the Services;
(c) provide MLP, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by MLP;
(d) provide MLP with such information and materials as MLP may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) keep all materials, equipment, documents and other property of MLP (MLP Materials) at the Client’s premises in safe custody at its own risk, maintain MLP Materials in good condition until returned to MLP, and not dispose of or use MLP Materials other than in accordance with MLP’s written instructions or authorisation;
(g) comply with any additional obligations, requirements or processes as set out in the Client Specification Document;
(h) respond promptly to all requests from MLP for information and approvals.  Any approval sought by MLP shall be deemed to have been accepted if the Client has not responded within 10 business days and shall entitle MLP to continue with the Order and submit invoices related thereto;
(i) be and remain liable for any awards, prizes or payments made either by the Client or MLP under the Services whether or not such award or payment is subsequently found to be in error or resulting from fraud on the part of a recipient; and
(j) pay disbursements and / or Third-Party Costs in advance.

4.2 If MLP’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, MLP shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays MLP’s performance of any of its obligations;
(b) MLP shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from MLP’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall reimburse MLP on written demand for any costs or losses sustained or incurred by MLP arising directly or indirectly from the Client Default.


5.1 The Charges shall be calculated in accordance with the Client Specification Document or as otherwise agreed between the parties in writing.

5.2 Unless otherwise agreed in accordance with clause 5.1 above, the Charges for the Services shall be calculated on a time and materials basis:
(a) the Charges shall be calculated in accordance with MLP’s standard daily fee rates (available on request and updated annually), at the time when the Services were rendered to the Client;
(b) MLP’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 5.30 pm worked on Business Days;
(c) MLP shall be entitled to charge an overtime rate of 50% per cent of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(b); and

(d) MLP shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom MLP engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by MLP for the performance of the Services, and for the cost of any materials.

5.3 MLP reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period or such other amount either notified by MLP to the Client or as otherwise agreed and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
5.4 MLP shall invoice the Client for the Charges on completion of the Services or as otherwise set out in the Order Form or Client Specification Document.
5.5 A failure by the Client to approve images
5.6 All Third-Party Costs shall be paid on demand by the Client.
5.7 The Client shall pay each invoice submitted by MLP:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by MLP, and
time for payment shall be of the essence of the Contract.
5.8 The Client agrees that any Gift Cards/Vouchers, Cashback and / or other disbursements, are held by MLP as an agent for VAT purposes for the Client and remain the property of the Client. MLP shall charge no margin, passing on any discounts received to the Client.
5.9 All cash, gift cards, vouchers or other stock will be held by MLP for a period of 12 months. Thereafter, MLP may charge additional fees for their continued storage.  The Client agrees that any such stock so held may then be used in lieu of these payments.
5.10 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by MLP to the Client, the Client shall, on receipt of a valid VAT invoice from MLP, pay to MLP such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.11 If the Client fails to make a payment due to MLP under the Contract by the due date, then, without limiting MLP’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
5.12 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).


6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by MLP.
6.2 MLP grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Client grants MLP a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials provided by the Client to MLP for the term of the Contract for the purpose of providing the Services to the Client.
6.5 The Client warrants to MLP that all Client Materials:
(a) comply with all applicable laws and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;
(b) do not infringe the Intellectual Property Rights or proprietary rights of any third party;
(c) are not defamatory, libellous, obscene or otherwise offensive; and
(d) are not false, misleading or unlawful.
6.6 The Client shall indemnify MLP, its subcontractors and their respective officers, agents and employees (together the “Indemnified Parties”) against all liabilities, costs, expenses, damages and losses including penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Indemnified Parties (“Losses”) arising out of or in connection with any third party claims or action, adjudication or decision taken against the Indemnified Parties by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by the Client of clause 6.5.
6.7 The limitations of liability in clause 8 shall not apply to the indemnity at clause 6.6.


7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and MLP is the Processor.
7.3 Without prejudice to the generality of clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data to MLP and/or lawful collection of the Personal Data by MLP on behalf of the Client for the duration and purposes of this agreement.
7.4 Without prejudice to the generality of clause 7.1, MLP shall, in relation to any Personal Data processed in connection with the performance by MLP of its obligations under this agreement:
(a) process that Personal Data only on the documented written instructions of the Client which are set out in the Client Specification Document to otherwise process that Personal Data. Where MLP is relying on Domestic Law as the basis for processing Personal Data, MLP shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits MLP from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or MLP has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) MLP complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) MLP complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
(e) assist the Client, at the Client’s cost, 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7.
7.5 MLP confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are similar to those set out in this clause 7. As between the Client and MLP, MLP shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.


8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause 8.3, MLP’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the lesser of £1,000,000 and one hundred per cent (100%) of the total charges received by MLP from the Client in the prior twelve (12) months in which the breaches occurred.
8.5 The caps on MLP’s liabilities shall be reduced by:
(a) payment of an uncapped liability;
(b) amounts awarded or agreed to be paid for any other breach under the contract.
(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
8.6 Subject to clause 8.2 and clause 8.3, this clause 8.6 sets out the types of loss that are wholly excluded:
(a) loss of profits
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.7 Without prejudice to clause 8.6, it is specifically agreed that:
(a) MLP cannot guarantee and gives no warranty as to the accuracy of any usage statistics, forecasts or forecasted results, whether stated in the Client Specification Document or otherwise; and
(b) MLP shall not be liable for any damage or perceived damage to the Client’s brand, reputation or goodwill caused by the placement of the Client Materials in any Media which results in the unintentional association with, or unintentional endorsement of, inappropriate businesses, content or websites on the internet or any other published form.
8.8 MLP will use its reasonable endeavours to ensure any fraud in respect of any Service is detected and minimised, however, MLP accepts no liability for fraud perpetrated by third parties (being those who have received marketing material as a result of MLP’s provision of the Services) in respect of any Services provided by it.
8.9 MLP has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.10 Unless the Client notifies MLP that it intends to make a claim in respect of an event within the notice period, MLP shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.11 This clause 8 shall survive termination of the Contract.


9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three months’ written notice, subject to such notice expiring no later than any date specified in the Client Specification Document as a minimum term under the Contract.
9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 the Contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, MLP may suspend the supply of Services under the Contract or any other contract between the Client and MLP if
(a) the Client fails to pay any amount due under the Contract on the due date for payment; and / or

(b) the Client becomes subject to any of the events listed in clause 9.2 (b) to clause 9.2 (d), or MLP reasonably believes that the Client is about to become subject to any of them.


10.1 On termination or expiry of the Contract:
(a) the Client shall immediately pay to MLP all of MLP’s outstanding unpaid invoices and / or Third-Party Costs and interest and, in respect of Services supplied but for which no invoice has been submitted, MLP shall submit an invoice which will include and Third-Party Costs where relevant, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of MLP Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then MLP may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.


11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) MLP may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of MLP.
11.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.6 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by next working day registered delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to .
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by next working day registered delivery service, at 9.30 am on the third Business Day after sending; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.7(b)(iii), business hours means 9.30am to 4.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.10 Jurisdiction. 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 the Contract or its subject matter or formation.