Last Updated: 4 June 2018
1.1 For the purposes of these terms and conditions (the "Terms") capitalised terms shall have the meaning given in the Insertion Order and:
a) "Advertisement" shall mean the materials, including all copy and imagery, supplied by the Advertiser to be printed on a page, whether in print or digital, separately inserted in the Magazine, or included on a Time Out Digital Product or to be used for a Creative Solution.
b) the "Advertisement Rates" shall mean the rates set out in the Rate Card as listed in the Insertion Order per Item.
c) the "Advertiser" shall mean the person placing the order for the insertion of the Advertisement with the Publisher including, where relevant, the Agency as set out in the Insertion Order.
d) the "Campaign Start Date" shall mean the date specified in the Insertion Order.
e) the "Cancellation Date" shall mean the date upon which the Advertiser shall be required to notify the Publisher of any cancellation of an order as set out in the Insertion Order.
f) the "Creative Solution" means any bespoke creative solution campaign (including but not limited to video, content-hub, social posts, Custom Event etc) ordered by the Advertiser pursuant to the Insertion Order that is subject to these terms and may be subject to additional terms and conditions between Time Out and the Advertiser.
g) the "Copy Date" shall mean the dates for receipt of artwork and copy in effect at the Order Date as stipulated in the Insertion Order.
h) the "Copy Deadline" shall mean a time of day on the Copy Date specified by the Publisher in respect of which time shall be of the essence.
i) the "Custom Event" shall mean any event that the Publisher produces, organises, manages or runs for the Advertiser as set out in the Insertion Order that is subject to these terms and may be subject to additional terms and conditions between Time Out and the Advertiser (including but not limited to sponsorship terms, mutual obligations).
j) the "Insertion Order" or "IO" shall mean the order form in effect at the Order Date.
k) the "Magazine" shall mean Time Out London.
l) the "Order Date" shall mean the date upon which the Insertion Order is signed by both parties.
m) the "Production Specifications" shall mean the specifications in effect at the Order Date stipulated in the Rate Card.
n) the "Item" means each line item that the Advertiser has ordered from Time Out in the Insertion Order
o) the "Publication" shall mean the Magazine and/or the Webpage, or any digital insertion into one of Time Out's Digital Product as agreed between the parties and set out in the Insertion Order and may in some instances may mean some other publication as set out in the Insertion order.
p) the "Publisher" shall mean Time Out England Limited.
q) the "Rate Card" shall mean the Publisher's Rate Card in effect at the Order Date and may include, among other matters, its scale of advertisement rates, production specifications and standard terms and conditions.
r) the "Site" or "Sites" means the Advertiser's website or websites.
s) the "Webpage" shall mean timeout.com or any webpage hyperlinked to it.
t) "Time Out Digital Product" means the Webpage, the Time Out mobile application, the Time Out tablet application or any future digital product that Time Out may release from time to time.
1.2 In these Terms, unless otherwise specified or the context otherwise requires:
a) words importing the singular only shall include the plural and vice versa;
b) words importing the whole shall be treated as including a reference to any part;
c) any phrase in the Terms introduced by the term "include", "including", "in particular" or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding that term;
d) headings used in these Terms are for reference only and shall not affect its construction or interpretation.
2. Acceptance of Advertisement
The placing of an Insertion Order for the insertion of an Advertisement into the Publication or for a Creative Solution shall amount to acceptance of these Terms. All Advertisements must be submitted to the Publisher in a form that complies with the Production Specifications following the submission of the completed Insertion Order and receipt, in cleared funds of the applicable Advertisement Rate. The Publisher shall have the right to change its scale of advertisement rates at any time. If the Publisher changes such rates during the term of any Agreement, the advertising rate in force at the date of the Insertion Order shall continue to apply to such Insertion Order for a period of six months following notification by the Publisher of any such change, after which the amended advertising rates shall apply.
3.1 The Advertiser hereby grants to the Publisher a worldwide, irrevocable, perpetual licence to (i) display, reproduce, copy, distribute and transmit the Advertisement in the Publication (i) display reproduce, copy, distribute and transmit any Advertisement provided by Advertiser to Publisher in the Creative Solution; (ii) link to the Site(s); and (iii) sublicense such rights to third parties as applicable and required to fulfil the Advertisement and/or Creative Solution.
3.2 The Advertiser warrants that it is duly authorised to supply Publisher with Trade Marks necessary for Publisher to fulfil the Advertisement and Creative Solutions and hereby grants a non-exclusive, non-transferable, royalty-free licence to use the Trade Marks for such purpose. Publisher shall only use the Trade Marks in accordance with brand guidelines that are supplied by the Advertiser.
3.3 In consideration of payment for the Creative Solutions, Publisher grants the Advertiser a worldwide, non-exclusive, non-transferable, paid and one (1) year termed license to use the Creative Solutions for the use as defined in the Insertion Order. For the avoidance of doubt, this clause 3.3 does not apply to any material that is subject to third party intellectual property rights.
4. Payment Terms
4.1 Payment of the Advertisement Rates and any other sums due to the Publisher (including any associated production, late copy and box number charges) will be payable not less than seven days in advance of the Campaign Start Date unless otherwise agreed in writing.
4.2 Where the Publisher has expressly agreed in writing to give the Advertiser credit, the time for payment of the Advertising Rate shall be no later than 30 days following the date of the relevant invoice unless otherwise agreed in writing by the Publisher.
4.3 The Advertiser shall, together with payment, supply full details of such remittance specifying the invoice number (if available) and the Campaign Start Date.
4.4 Payment of all sums due to the Publisher shall be made to Time Out England Limited by cheque or shall be transferred to Time Out England Limited's bank account electronically.
4.5 Payment of all sums due to the Publisher shall be made in accordance with this clause 4 whether or not the Advertiser has received the Publisher's invoice, notwithstanding any dispute or query in relation to any element of any of the invoice. The time for payment of the all sums due shall be of the essence of the Terms.
4.6 In the event that any payment is not made by the due date, the Publisher reserves the right to charge the following additional charges:
a) the sum of £25 as an administration charge in respect of each invoice not paid on or before the due date; and
b) £100 compensation plus interest on the amount unpaid at the rate of 8% above the Bank of England base rate from the date payment was due until the date upon which payment is made, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.7 Any such additional charge is payable within 7 days following delivery of the Publisher's invoice particularising it.
4.8 All Rates and other charges are expressed exclusive of Value Added Tax ("VAT"). The Advertiser shall pay to the Publisher, in addition to the sums due, the amount of VAT (if any) which is properly chargeable by the Advertiser to the Publisher. When applicable, a VAT invoice will be supplied by the Publisher.
5. Amendments to Advertisements
5.1 Notwithstanding the warranties contained in clause 10, the Publisher has the absolute right at its discretion to refuse or require to be amended any artwork, materials and copy for or relating to an Advertisement so as:-
a) to comply with any legal or moral obligations placed on the Publisher or the Advertiser; or
b) to avoid infringing a third party's rights; the British Code of Advertising Practice (UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (the CAP Code) and all other codes, guidance or specifications under the general supervision of the Advertising Standards Authority; any relevant legislation; or the production and quality specifications stipulated or referred to in the Rate Card; or
c) to comply with the production and quality specifications stipulated or referred to in the Production Specifications.
6. Publisher's right not to Publish
The Publisher has the right at its discretion to decline to publish, or to omit, suspend, alter, edit, crop, resize and reformat or change the position of any Advertisement otherwise accepted for insertion, however the Publisher will use reasonable efforts to comply with the specified written requirements of the Advertiser. The Publisher does not warrant the date of insertion of the Advertisement into the Publication, the wording, or the quality of the colour or mono reproduction of the Advertisement.
7. Submission Terms
7.1 The Advertisement must be received by the Publisher no later than the Copy Deadline on the Copy Date and the Advertiser shall supply the Advertisement in such form as the Publisher shall specify in the Production Specifications. It is the responsibility of the Advertiser to check the correctness of the Advertisement. The Publisher accepts no liability for any error in any Advertisement. This includes and is not restricted to Advertisement/editorial positioning, impositioning, colour matching, typographical and pictorial errors, binding, registration, plate movements, ink quality, paper stock, as well as markings caused by the printing, finishing, binding or delivery process.
7.2 No re-insertion, refund or adjustment to the cost will be made where the error, misprint, or omission does not materially detract from the Advertisement. In the event that the material submitted to the Publisher does not comply with the Production Specifications or as set out in clause 7.1, the Publisher shall be permitted either to reject or to amend the Advertisement as stated in these Terms.
7.3 In the event that the Advertiser submits the Advertisement to the Publisher after the Copy Deadline, the Publisher shall at its discretion be entitled either to:- a) reject such Advertisement, in which case it shall be deemed cancelled for the purpose of these Terms, or b) accept the same for inclusion in the Publication at a later date.
7.4 Notwithstanding and in addition to the Advertiser's rights in clause 7.3, in the event that the Advertiser fails to submit any materials (including all artwork and copy relating to the Advertisement) that are required to launch an Advertisement on a Time Out Digital Product or in the Magazine by the Copy Deadline, Publisher reserves the right acting in its sole discretion and at all times acting reasonably, acting in its sole discretion, to invoice the Advertiser a proportion of, or the full, Advertisement Rates and any other sums due to the Publisher.
8. Cancellation Terms and Termination
8.1 The Publisher shall not be bound by any notification of cancellation unless it is in writing and received by the Publisher prior to the Cancellation Date.
8.2 Any cancellation instruction, whether given prior to or after the Cancellation Date shall not (notwithstanding the fact that it may be accepted by the Publisher) affect the Advertiser's obligation to pay for the Advertisement or Creative Solution. Any properly incurred fees, third party fees, reasonable irretrievable loss of revenue and expenses in respect of the Insertion Order shall be invoiced by Publisher and payable in accordance with clause 4.2
8.3 The Publisher may treat as a cancellation and shall be entitled to terminate this Agreement forthwith on the giving of notice by telephone, email or letter to the Advertiser and further reserves the right in its sole discretion to refuse to publish any Advertisement where:
a) the Advertiser ceases, or threatens to cease, to carry on its business;
b) the Advertiser has failed to pay any sums due to the Publisher on or before the due date,
c) the Advertiser (i) is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (ii) passes a resolution for winding up (other than for the purpose of a solvent amalgamation or reconstruction) or has an order to that effect made by a court of competent jurisdiction, (iii) enters into a composition or scheme of arrangement or voluntary arrangement with its creditors or has a receiver, manager, liquidator, administrator or administrative receiver is appointed over any of its assets, or (iv) ceases or threatens to cease to do business; or notice of intention to appoint an administrator over the assets of other party is given by any person under the Insolvency Act 1986 or an application is made to court or an order is made for the appointment of an administrator over the assets of other party; or an analogous event occurs to the other party in any jurisdiction; or
d) the Publisher has reasonable grounds to believe that the Advertiser is in breach of the Agreement and such breach (if capable of remedy) continues for fourteen (14) days after receipt of a notice from the Publisher specifying the breach and requiring the same to be remedied.
e) any breach of these Terms occurs.
8.4 The Advertiser shall co-operate with Publisher and shall provide to Publisher, at Publisher's request, any information that Publisher may reasonably require to enable it to deliver the Item in accordance with the Insertion Order's Campaign Start Date. If an action by the Advertiser results in a delay to the Campaign Start Date which causes: (i) a delay to the delivery of the Advertisement and/or the Creative Solution or affects the Item in any way then Publisher reserves the right to: (a) amend the Campaign Start Date in Publisher's sole discretion or (b) terminate the Insertion Order and invoice the Agency for any properly incurred fees, third party fees, reasonable irretrievable loss of revenue and expenses in respect of the relevant Item, such invoice to be paid in accordance with clause 4.
8.5 Any series discounts or reduced advertising rates granted by the Publisher for multiple advertisements apply only in the event that, and are conditional upon, all advertisements contemplated (at the time that the fees were agreed) being placed. In the event that the Advertiser cancels or does not conclude any series or multiple advertisements, the Advertiser relinquishes the right to the discount or reduced rate and Advertisements will be charged and paid for at the otherwise applicable rate, or if none is specified, the full rate.
9.1 All intellectual property rights in any artwork, copy, photographs, Creative Solution or other material which originated from the Publisher or its employees or contractors, agents or associated companies, or which has been created or altered by the Publisher in re-working the Advertisement, shall vest in the Publisher.
9.2 To the extent that any intellectual property rights are not automatically vested in the Publisher, the Advertiser assigns to the Publisher all such rights in any copy, artwork, photographs, Creative Solution or other materials comprised in any Advertisement including without limitation, copyright in photographs previously submitted to the Publisher and submitted in future, whether or not such photographs are in existence at the Order Date.
10.1 The Advertiser warrants that:-
a) in relation to an Advertisement or Creative Solution, the Advertiser contracts with the Publisher as principal notwithstanding that the Advertiser may be acting directly or indirectly as an advertising agent or media buyer or in some other representative capacity;
b) the reproduction and/or publication of the Advertisement (or any content provided by the Advertiser) by the Publisher as originally submitted or as amended pursuant to clause 7 will not: (i) breach any contract or (ii) infringe or violate any copyright, patent, trademark, trade secret or other intellectual property right of any third party, and Advertiser is solely responsible for securing, maintaining and paying for all such rights and licenses which, for the avoidance of doubt, includes all necessary copyright (including without limitation all royalties payable for the copyright in any underlying works embodied in the Advertisement and other related rights), or (iii) render the Publisher liable to any proceedings whatsoever in any jurisdiction;
c) to the extent that it is intended to be considered as factual, any information supplied in connection with the Advertisement is accurate, complete and true;
d) in respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified, the Advertiser has obtained the authority of such person to make use of their name, representation and/or copy;
e) in relation to any financial promotion advertisement (as defined under the Financial Services and Markets Act 2000), the contents of the Advertisement have been approved by an "Authorised Person" within the meaning of the Financial Services and Markets Act 2000, or the Advertisement is otherwise permitted under such Act, under the Financial Promotion Order 2001, or under any other legislation subordinate to the Act;
f) the Advertisement shall not contain: (i) content that is an invasion of privacy, degrading, defamatory, libelous, unlawful, profane, obscene, pornographic, hate material, or discriminatory; (ii) content that promotes any illegal activity including without limitation the promotion of gambling where prohibited, illegal substances, software piracy, or hacking; (iii) content that infringes on the personal rights, trademark, service mark, trade dress, trade name, logo, publicity right, copyright, patent rights, or any other intellectual property right of any third party; or (v) content that Agency knows to be false or misleading;
g) the Advertisement shall comply with the requirements of all applicable legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the laws of the European Economic Community) for the time being in force or applicable in the United Kingdom; and
h) all advertising copy submitted to the Publisher is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority from time to time.
10.2 Advertiser is solely responsible for any liability whatsoever arising out of any content of the Advertisement. The Advertiser shall indemnify and hold the Publisher harmless against all claims, costs, proceedings, demands, losses, damages, expenses or liability (including any damages or compensation paid by the Publisher on the advice of its legal advisers to compromise or settle any claim) howsoever arising directly as a result of any breach or non-performance by the Advertiser of any of the representations, warranties or other terms contained in the Terms or implied by law, or as a result of any claim by a third party based on facts which, if substantiated, would constitute such a breach or non-performance.
11. Limitation of Liability
11.1 Any complaint, claim or query (other than in respect of any error covered by the provisions of clause 7 above) whether in relation to the Advertisement and/or Creative Solution or an invoice must be raised by the Advertiser within 28 days of the Campaign Start Date and shall not be valid thereafter. Without prejudice to the Publisher's right to be paid for the Advertisement and/or Creative Solution any complaint, claim or query shall not affect the liability of the Advertiser in relation to any payment due to the Publisher.
11. 2 In no circumstances shall the total liability of the Publisher for any error or omission or breach of these Terms in respect of an Advertisement and/or Creative Solution exceed the Rate for the respective Item as set out in the Insertion Order and;
11.3 Subject to clause 11.6, in no event shall the Publisher be liable for any tortious loss (including negligence and negligent misstatement), misrepresentation, breach of statutory duty or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not the Publisher is advised of the possibility of loss, liability, damage or expense) including but not limited to:
a) loss of revenue;
b) loss of actual or anticipated profits (including for loss of profits on contracts);
c) loss of the use of money;
d) loss of anticipated savings;
e) loss of sales or business;
f) loss of operating time or loss of use;
g) loss of opportunity;
h) loss of or damage to goodwill or reputation;
i) loss of, damage to or corruption of data; or
j) any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in clauses 11.3 (a)- (j)).
11.4 The Publisher will not be liable for any loss of copy, artwork, photographs or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose it may require.
11.5 Where the Advertiser is an advertising or other agent instructed by a third party, the Advertiser warrants that it is authorised by such third party to sign the Insertion Order with the Publisher and accept these Terms on behalf of the third party and shall indemnify the Publisher against any claims made by such third party against the Publisher arising from its publication of the Advertisement.
11.6 Nothing in these Terms shall limit the liability of the Publisher to the Advertiser for:
a) death or personal injury resulting from its negligence (as defined in the Unfair Contract Terms Act 1977);
b) fraudulent misrepresentation; or
c) any liability which cannot be excluded by law.
12. Destruction of advertising material
The Publisher reserves the right to destroy all materials relating to the Advertisement that have been in its custody for twelve months, and may exercise this right without notice to the Advertiser. The Advertiser must provide explicit written instructions or arrangements if they wish their material to be held in storage or returned.
13. Confidentiality and Data Protection
13.1 The Advertiser warrants and undertakes to the Publisher:
a) To treat all information provided by the Publisher in connection with the Publication, the Advertisement and/or in relation to the Publisher's business as strictly confidential; and
b) Not under any circumstances to share any such information with any third party (including, without limitation, the press/news/media); and
c) To refer all press/news/media enquiries concerning the Publication, the Advertisement and/or the Publisher's business to the Publisher.
13.2 The obligation set out in the preceding sub-clause shall not apply to any information which:
a) Prior to its receipt from the Publisher was lawfully in the possession of the Advertiser and at its or their free disposal; or
b) Is subsequently disclosed to the Advertiser without any obligations of confidence by a third party who has not derived it directly or indirectly from the Publisher; or
c) Is or becomes generally available to the public through no act or default of the Advertiser or its or their respective agents, employees, officers and representatives; or
d) Is required by law to be disclosed.
13.3 If either party acquires any personal data relating to any of the personnel of the other party or any other individual ("Personal Data") as a result of the services provided pursuant to these Terms that party shall:
a) only process the Personal Data in accordance with the instructions of the other party and at all times in accordance with the Data Protection Act 1998, the EU General Data Protection Regulation 2016/679 ("GDPR"), EU member state laws supplementing the GDPR, the EU Directive 2002/58/EC ("e-Privacy Directive") as replaced from time to time, and EU member state laws implementing the e-Privacy Directive (or any similar or equivalent legislation) (the "EU Data Protection Legislation");
b) not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing;
c) take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data including having appropriate security measures and procedures in place to ensure secure storage and use of the data in the underlying environment; and
d) assist each other in complying with its obligations under EU Data Protection Legislation, in particular obligations to implement appropriate data security measures, to carry out a data protection impact assessment, and to consult the competent supervisory authority.
13.4 If either party receives any complaint, notice or communication that relates directly or indirectly to the processing of any Personal Data it shall immediately notify the other party and provide them with full co-operation and assistance in relation to that complaint, notice or communication as required.
13.5 Neither party shall transfer Personal Data outside the European Economic Area for processing without the explicit written consent of the other party. If consent is given, the transferring party shall enter into any written agreements as are necessary to comply with EU Data Protection Legislation concerning any cross-border transfer of Personal Data; and
13.6 In this clause 'personal data' and 'process' shall have the meanings given to them in the Data Protection Act 1998.
14. Applicability of the Terms
These Terms shall apply to each contract for the placement of an Advertisement and/or Creative Solution together with such additional matters (if any) as may be set out in the Rate Card or any additional terms and conditions agreed between the parties. In the event of a discrepancy between the provisions of these Terms, terms included in the Rate Card and explicit terms in the Insertion Order, the provisions in the Insertion Order shall prevail and the conditions set out in the Rate Card shall prevail.
These Terms supersede and replace all the Publisher's previous terms and conditions and all documentation previously issued by the Advertiser purporting to set out its terms and conditions.
15.1 Editorial policy: The Publisher maintains a totally impartial editorial policy and it is agreed and understood that Advertisers are not entitled or favoured for an editorial mention in exchange for taking an Advertisement in the Publication.
15.2 Social media policy: Social media posts by Publisher for Advertiser (including but not limited to Facebook, Instagram and Twitter) are subject to Publisher editorial guidelines and posts will in all circumstances link to Time Out Digital Products.
15.2 Replies to Advertisement: While reasonable endeavours will be made to forward to the Advertiser, as it may direct or as soon as possible after receipt by the Publisher, any replies to the Advertisement, the Publisher accepts no responsibility in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward such replies.
15.3 Competition and Special Offer: If it is intended that a competition or a special offer shall be included within an Advertisement, full details should be submitted to the Publisher at the time of signing the Insertion Order.
15.3.1 If the Advertiser requests that the Publisher include a marketing opt-in for the Advertiser ("Marketing Opt-In"), in respect of a Competition, the Advertiser shall provide the wording for the marketing opt-in that is compliant with all applicable laws, including but not limited to the EU Data Protection Legislation ("Applicable Laws"). The Publisher shall compile a list of the information submitted in respect of the Marketing Opt-In and shall securely transfer the information to the Advertiser in a format chosen by the Publisher in the Publisher's sole discretion ("Marketing Data"). Upon transfer of the Marketing Data the Advertiser will become an independent controller of the Marketing Data. The Advertiser warrants that the Marketing Data will be used only in accordance with the Marketing Opt-In and for no other purpose. The Advertiser will indemnify the Publisher for all Advertiser unauthorised uses or breaches of Applicable Laws with respect of the Marketing Data. The Publisher will delete the Marketing Data after the Advertiser has confirmed receipt.
15.4 Subcontracting: The Publisher may sub-contract to any other person the performance of any of the obligations undertaken by it and exercise any of the rights granted to it.
15.5 Force Majeure, Delay and Non-performance: The Publisher shall not be liable to the Advertiser for any delay or non-performance of its obligations under these Terms to the extent that its performance is interrupted or prevented by any act or omission beyond its reasonable control. Such delay or non-performance shall not constitute a breach of these Terms and the time for performance shall be extended by a period equivalent to that during which performance is so prevented. Notwithstanding any such delay or non-performance of its obligations under these Terms, the Publisher shall be entitled to charge the Advertiser the Advertisement Rates and any other sums due to the Publisher in full following completion of its obligations under these Terms.
15.6 Except as otherwise stated in these Terms, the rights and remedies of each party under these Terms:
a) are in addition to and not exclusive of any other rights or remedies under these Terms or the general law; and
b) may be waived only in writing and specifically.
15.7 Delay in exercising or non-exercise of any right under these Terms is not a waiver of that or any other right. Partial exercise of any right under these Terms shall not preclude any further or other exercise of that right or any other right under these Terms. Waiver of a breach of any term of these Terms shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
15.8 Severance: If any provision of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
a) the legality, validity or enforceability in that jurisdiction of any other provision of these Terms; or
b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of these Terms.
Whilst the parties consider the provisions contained in these Terms reasonable, having taken independent legal advice, if any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s)
15.9 Third Party Contract Rights: A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of these Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
15.10 Governing law and jurisdiction: These Terms and any dispute or claim arising out of or in connection with it (including any non-contractual claims or dispute) shall be governed by and construed in accordance with the laws of England and Wales.
15.11 In relation to any legal action or proceedings (a) arising out of or in connection with these Terms or its implementation or effect or (b) relating to any non-contractual obligations arising out of or in connection with these Terms, each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.