Summit 2024 - Terms and Conditions

Thank you for your interest in sponsoring Summit 2024. Please find our event sponsor terms and conditions below:

BACKGROUND

A. The Organiser owns and controls the Commercial Rights and wishes to market and license certain Commercial Rights as sponsorship packages during the Term and for the Territory.

B. The Sponsor wishes to acquire, and the Organiser wishes to grant to the Sponsor, a sponsorship package for the Event on the terms and conditions set out in this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

1. Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties' rights or the performance of their obligations under this agreement.
2. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
3. Commencement Date: the date on which the Booking Form is signed by the parties.
4. Commercial Rights: any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.
5. Confidential Information: has the meaning given in 16.1.
6. Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
7. Event: the event entitled Summit 2024, which is to take place on 15.05.2024 at the Venue.
8. Force Majeure Event: has the meaning given in 15.1
9. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
10. Organiser's Marks: the trade marks to be used for all promotion, advertising and marketing of the Event, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event.
11. Sponsor's Products: as agreed in writing by the parties. 
12. Sponsor's Event Materials: any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor's Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor's Products and the Sponsor's Premiums.
13. Sponsorship Fee: the sums set out and payable in accordance with clause 3.
14. Sponsor's Marks: the trade mark, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor. 
15. Sponsorship Rights: the bundle of rights granted to the Sponsor by the Organiser.
16. Term: has the meaning given in 2.1.
17. Territory: the UK.
18. VAT: value added tax chargeable in the UK.
19. Venue: means the premises where the Event is to take place, which is situated at Evolution London, Queenstown Rd, Chelsea Bridge, London SW11 4NJ

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

1.3 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

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

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

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

1.7 A reference to writing or written includes fax and e-mail.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.10 References to clauses are to the clauses of this agreement.

1.11 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.

2. Term

2.1 This agreement shall commence on the Commencement Date stated on the Booking Form and shall continue, unless terminated earlier in accordance with 13, until 30.06.2024 (Term) when it shall terminate automatically without notice.

3. Sponsorship Fee

3.1 In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay the Organiser the fee stated on the Booking Form which shall be the Sponsorship Fee, payable in one lump sum in accordance with the Organiser’s payment terms.

3.2 All amounts payable to the Organiser under this agreement are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Sponsor.

4. Obligations of the Sponsor

4.1 The Sponsor undertakes to the Organiser:

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

(b) to apply any legal notices as required by the Organiser or as set out on all Sponsor's Event Materials;

(c) to submit to the Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor's Event Materials, before their distribution, production or sale;

(d) to ensure that all Sponsor's Event Materials shall comply in all respects with the samples approved in accordance with 4.1(c);

(e) to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor's Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour;

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

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

(h) to provide free samples, giveaways and promotional material of the Sponsor's Products in sufficient quantities to all guests of the Organiser;

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

(j) to provide all reasonable assistance to the Organiser in relation to the Organiser's exploitation of the Commercial Rights.

4.2 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without the Organiser's prior written consent.

4.3 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser's prior written consent.

4.4 The Sponsor shall recognise and formally acknowledge the Organiser for any new business it acquires as a result of the Event and adhere to any pre-existing commercial arrangements agreed between the parties.

5. Obligations of the Organiser

5.1 The Organiser shall procure the organisation and staging of the Event at the Venue at its sole cost and expense in accordance with the terms of this agreement.

5.2 The Organiser confirms that it shall be responsible for:

(a) arranging the attendance of and payment for all performers, artistes, musicians, stewards, staff and personnel on public duty employed, engaged or appointed by the Organiser throughout the Event;

(b) the printing and supply of flysheets, posters, programmes, admission tickets, stationery, publicity material and advertisements in local and national press which shall bear the Event Marks;

5.3 The Organiser shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor.

5.4 The Organiser confirms that, whenever possible, it will ensure that the Sponsor's Marks will be present in accordance with this agreement and that the Sponsor's Marks are incorporated into all promotional, advertising and publicity material.

6. Representations and warranties

6.1 Each party warrants and undertakes to the other that:

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

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

6.2 The Sponsor represents and warrants that:

(a) it owns or is solely entitled to use the Sponsor's Marks and any other material supplied to the Organiser in relation to this agreement and the Organiser shall be entitled to see evidence to this effect on request;

(b) the Organiser's use of the Sponsor's Marks will be in accordance with the grant of a worldwide sub-licensable, non-exclusive, royalty free licence.

7. Anti-bribery

7.1 Each party agrees that it shall:

(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

(b) maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

(c) promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this agreement.

8. Indemnities

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

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

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

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

8.3 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this clause 9 (a Claim), the indemnified party shall:

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

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

(c) give the indemnifying party access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party's expense) for the purpose of assessing the Claim; and

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

8.4 If a payment due from the indemnifying party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.

8.5 Nothing in this clause shall restrict or limit the indemnified party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

9. Limitation of liability

9.1 Nothing in this agreement shall limit or exclude a party's liability:

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

(b) for fraud or fraudulent misrepresentation; 

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

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

(a) loss of revenue or anticipated revenue;

(b) loss of savings or anticipated savings;

(c) loss of business opportunity;

(d) loss of profits or anticipated profits;

(e) wasted expenditure; or

(f) any indirect or consequential losses.

9.3 Subject to 9.1, the Organiser's maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this agreement shall be limited to the amount of the Sponsorship Fee paid under or pursuant to this agreement (the Cap), always provided that where any sums are refunded to the Sponsor pursuant to 14 the Cap shall be reduced by the amount of such refund.

10. Intellectual Property Rights

10.1 The Organiser and the Sponsor acknowledge as follows:

(a) all rights in the Sponsor's Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor, and, save as expressly provided in 6.2(b) the Organiser shall not acquire any rights in the Sponsor's Marks, nor in any developments or variations of them;

(b) all rights in the Organiser's Marks,  including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and, the Sponsor shall not acquire any rights in the Organiser's Marks, including any developments or variations of them;

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

11. Insurance

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

(a) public liability at the Venue during the course of the Event, in respect of the Sponsor's Products and any other materials or goods owned or controlled by the Sponsor;

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

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

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

12. Event cancellation

12.1 The Organiser reserves the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:

(a) the Organiser shall not be in breach of this agreement by virtue of that cancellation or abandonment;

(b) on the Organiser notifying the Sponsor of such cancellation this agreement shall automatically terminate and the provisions of 14 shall apply.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so. However, this period will be reduced to 3 Business Days if the Organiser calls upon the Sponsor to remedy the breach during, or within, the 3 Business Day period before the Event begins;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j) the other party (being an individual) is the subject of a bankruptcy petition, application or order;

(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 15.1(d) to 15.1(l)(inclusive);

(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14. Consequences of termination

14.1 On termination or expiry of this agreement:

(a) the Sponsorship Rights granted by the Organiser to the Sponsor under this agreement shall immediately terminate and revert to the Organiser, save that any licence necessary to enable the Sponsor to exercise the disposal rights in 14.2 shall continue solely for the disposal period;

(b) following termination of the Sponsorship Rights and their reversion to the Organiser the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Organiser or the Event;

(c) within 120 days after the date of termination, the Sponsor shall destroy or, if the Organiser shall so elect, deliver to the Organiser or any other person designated by the Organiser, at the Sponsor's expense, all Sponsor's Event Materials in its possession or control;

(d) each party shall promptly return to the other any property of the other within its possession or control;

(e) each party shall pay to the other any sums that are outstanding and to be accounted for under this agreement;

(f) the following clauses shall continue in force: 1 (Definitions and interpretation), 8 (Indemnities), 9 (Limitation of liability), 12 (Event cancellation), 14 (Consequences of termination), 16 (Confidentiality) and 19 (No partnership or agency) to 28 (Governing law and jurisdiction).

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

15. Force majeure

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

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

(b) epidemic or pandemic;

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

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts;

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

(i) interruption or failure of utility service.

15.2 Provided it has complied with 15.4 and subject to 12, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

15.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

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

15.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 2 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 1 weeks written notice to the Affected Party.

16. Confidentiality

16.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with:

(a) the terms of this agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

      (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing                       party (or of any member of the group of companies to which the disclosing party belongs); and

      (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the                                      disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(c) any information developed by the parties in the course of carrying out this agreement.

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

16.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; 

(d) the parties agree in writing is not confidential or may be disclosed.

16.3 Each party shall keep the other party's Confidential Information confidential and shall not:

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

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

16.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

16.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

16.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.

16.7 On termination of this agreement, each party shall:

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

(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to 14.

17. Announcements

17.1 No party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties. The parties shall consult together on the timing, contents and manner of release of any announcement.

18. No partnership or agency

18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

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

19. Third party rights

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

19.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

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

21. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

22. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

23. Severance

23.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

23.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

24. Entire agreement

24.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

24.2 Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. 

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

25. Notices

25.1 Any notice [or other communication] given to a party under or in connection with this contract shall be in writing and shall be:

(a) sent by email to the address specified in the Booking Form. 

25.2 Any notice [or communication] shall be deemed to have been received if sent by pre-paid first-class post or other next working day delivery service, or if sent by email, at 9.00 am on the next Business Day after transmission.

25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

26. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

27.1 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated on the Booking Form.