Digital Advertising Terms and Conditions
Standard Terms and Conditions for Digital Products & Services
Please read these Standard Terms and Conditions carefully as the conditions will form the basis of the contract for our digital products and services.
Pay particular attention to those conditions which limit our liability or affect your obligations to us.
By placing an order, you accept and agree to be bound by these terms in full.
In these Standard Terms and Conditions:
Acceptable Use Policy
means the Pay-Per-Click Advertising, Social Media Advertising, Business Citation, Business Listing, Website, Call Tracking and/or SEO referred to in the Order and any advert created in connection with the Services
means the binding agreement between you and us comprising the Order, these Standard Terms and Conditions, the Acceptable Use Policy, and any Direct Debit form or Credit/Debit Card payment agreement (if applicable).
means a change to the Content of any of the Services
Bespoke Services Agreement
means any services that are created specifically for your business and your unique set of requirements that are not part of the standard offerings
means the business's name, address, and telephone number used for online referencing
means a directory-style listing containing name of business and contact details which links/may link to an information page for that business
means the provision of a dedicated telephone number for tracking calls
means a Domain Name registration certificate issued by a Registry
means our charges for performing the Services
means all content including, without limitation any, and all, of the text, graphics, images, logos, photographs, layout, design, shading, colouration, animation, audio, video, and audio-visual material constituting or intended to be in the Services
means an internet domain name as may be registered through a Registry pursuant to the Agreement
means the date indicated on the Order Confirmation or otherwise communicated to you in writing
Intellectual Property Rights
means (a) all copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division, or reissue, for any of these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world
Monthly Rolling Term
means the period that applies to the provision of a Service that continues indefinitely on a month-to-month basis until terminated in accordance with the agreement
means the minimum duration that applies to the provision of a Service which is set out in the Product Description or, if that is not available, on the Order Confirmation.
means a classified database of Business Listings which can be searched by name or subject and location and is available on www.thomsonlocal.com
means the electronic communication or document which forms part of our agreement, setting out the details of the Services you wish to purchase from us
means the electronic communication or document that we send you to confirm acceptance, or rejection, of your Order
means a combination of Product and/or Services at discounted rates
means third party websites to which we have agreed to provide either Classified Search Listings or Pay-Per-Click Advertising which websites will change from time to time
means a range of automated listings to drive search engine traffic to a designated destination website or webpage
means the description, product rules and terms and conditions applicable to a particular product or service we provide, contained within a separate document
means any one of the Domain Name registers, operated, and maintained by a Registry, comprising Domain Name and registrant data
means one (1) month for a Monthly Rolling term or twelve (12) months for an annual term
means any of the Domain Name registries or registrars
means the search engine optimisation services we agree to provide to you pursuant to the Agreement
means the Services we agree to provide to you pursuant to the Agreement
Social Media Advertising
means targeted advertising distributed on social media platforms
Standard Terms and Conditions
means these contractual terms and conditions
means Thomson Directories Limited, trading as thomsonlocal, a company registered in England and Wales under number 08597012, whose registered office is at 14th Floor, 33 Cavendish Square, London, W1G 0PW, and "we" and "our" has a corresponding meaning
means the website we create for you as part of the Services you have purchased
means the person, company, or other organisation (named on the Order as the customer) who offers to purchase the Services or a person, company, or other organisation who or which enters into an Agreement with us for the provision of Services; and "your" shall have a corresponding meaning.
2. Commencement and Duration
2.1 The Order constitutes an offer by you to purchase Services in accordance with these Standard Terms and Conditions, as modified and/or supplemented by any Product Description (if applicable). Any quotation given by us shall not constitute an offer and is only valid for a period of seven (7) days from its date of issue.
2.2 The Agreement shall not be formed unless and until we have sent you the Order Confirmation with our acceptance of your Order.
2.3 The Agreement shall commence on the Effective Date and shall continue, unless it is terminated earlier in accordance with these Standard Terms and Conditions:
(a) in relation to each of the Services, for the duration specified in the Order Confirmation and/or Product Description for such Services; or
(b) where we are providing Services to you for a Minimum Period, indefinitely until terminated by you or us in accordance with the Agreement. Where Services are provided for a Minimum Period, the Order is automatically renewed after the Minimum Period for consecutive monthly, or annual periods.
(c) where Services are provided on a Monthly Rolling Term, the Order is automatically renewed for consecutive monthly periods.
2.4 In the event of a conflict between the provisions of these Standard Terms and Conditions and any Product Description, the provisions of the Product Description shall prevail in respect of the description of the Services. Otherwise, these Standard Terms and Conditions shall prevail.
3. Our Rights and Responsibilities
3.1 Subject to these Standard Terms and Conditions, we shall provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.
3.2 You acknowledge and accept that we do not make any representations or warranties that your Content will appear on any particular Partner Site, or in any particular position or priority or the frequency in which it may appear.
3.3 You acknowledge and accept that computer and telecommunications systems may sometimes require periods of downtime for repair, maintenance and upgrading and, therefore, we cannot guarantee uninterrupted availability. However, where it is in our control, we will try to keep any periods of downtime to a minimum.
3.4 We do not have to publish or display the whole or any part of the Advert or, if applicable, the Website if you have not supplied any part of the Content within the timeframe requested or if we consider that the Content does not meet the standards of the Advertising Standards Authority or is unacceptable for publication for some other reason including that it may infringe the legal rights of others or subject us to claims, prosecution, criticism or cause us embarrassment. In respect of Pay-Per-Click Advertising, we reserve the right to edit, refuse or remove any listing or search term or keyword at any time in our absolute discretion. In the event of any of the above you will remain liable for our Charges.
3.5 We will be entitled to prevent the display of your Content or Website if you fail to make any payment in respect of any services purchased as part of the Order.
3.6 We accept the Content from you on the understanding that you have unconditionally approved the Content for publication.
3.7 You acknowledge and accept that the Online Directory and the compilation of any Business Listing or Website either contained in it or made available for presentation on Partner Sites or elsewhere are provided with reasonable skill and care, but are otherwise provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose and as such the entire risk as to the quality and performance of the Business Listing, Content or Website is with you.
3.8 Save as otherwise provided in the Product Description, you acknowledge and accept that we do not guarantee the number of page impressions for any Advert.
3.9 We reserve the right to cancel or withdraw the Advert in the event this is required by any relevant authority, without any liability to you, including but not limited to, any liability to refund any Charges.
4. Your Responsibilities
4.1 Subject to these Standard Terms and Conditions, you shall
(a) pay our Charges for the Services in accordance with Condition 6
(b) advise us of and send to us any Content that we require from you. All Content must be supplied with your Order or within any time frame subsequently notified to you. Any delay in supplying Content will not extend the duration of the Services as shown on the Order Confirmation
(c) supply all Content in a suitable format as specified by us
(d) ensure that all Content provided to us by you, is legal, decent, honest and truthful, and complies with: (i) The British Code of Advertising, Sales Promotion and Direct Marketing; and (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, Ofcom, Phone-paid Services Authority, or the Advertising Standards Authority; and (iii) the provisions of all statutes and statutory instruments applicable to advertisements intended for display
(e) ensure that all and any requests for Amendments are made to us in writing by email to the Customer and Support Team at email@example.com or by email to such email address as we may notify to you (i) within 7 days of the date of the Order Confirmation in the case of an Advert that does not include a Website; or (ii) in the case of a Website within 3 days of the issue of the proof of the Website. Alternatively, you may notify us of Amendments by calling our Customer and Support Team on telephone number 03330 145 045 within the deadlines above in which case we may ask you to confirm them in writing. Any Amendments requested after the deadlines stated above will incur further charges.
4.2 You acknowledge and accept that launch of the Website, if applicable to your Order, will go ahead not earlier than 5 days from the issue of a proof.
4.3 You acknowledge and accept that if any Content is not received by us for a Website within 5 days of the issue of a request by us for Content, we will create the Content and the Website will be launched in accordance with Condition 4.2 above.
4.4 You must own or have authority to use any trade name, trademark, British Standard Mark or other quality assurance mark, logo or other material that is used in the Content. You must be authorised to use the name or logo of any trade association you use in the Content, and you must be a paid-up member of that trade association.
4.5 If your activities, conduct, advertising, or promotion fall within the regime regulated by the Financial Conduct Authority, you warrant to us that you are authorised in the conduct of your business by the Financial Conduct Authority if you are required to be so registered and you undertake to ensure that prior to the first display of the Advert or Website, the Content has been approved in writing by a person authorised by the Financial Conduct Authority to approve financial promotions.
4.6 You confirm and warrant that (a) you are placing the Order in the ordinary course of your business and you are advertising your own business, (b) the business you are advertising is lawful, (c) you have obtained all appropriate licences, permits or any other regulatory consents required to operate the business you are advertising, and (d) advertising your business in the manner agreed with us will not result in a breach of any law or regulation by you, us or any third party.
4.7 You shall make use of the Services in accordance with the Acceptable Use Policy.
4.8 You must notify us if any website to which your Advert links results in error pages or dead links at any time. We reserve the right to suspend, without liability, the publication and distribution of the Advert that links to such website.
5. Domain Name Registration and Domain Name System Transfers
5.1 Where the provision of Services requires us to register a Domain Name we shall:
(a) dependent upon the service purchased, act as your agent in dealing and liaising with the relevant Registry
(b) endeavour to secure your preferred choice of Domain Name
(c) pay to the Registry the appropriate registration fee
(d) arrange for the Registry to (i) process the application for the registration of the Domain Name and consider whether to accept or reject it in accordance with the criteria laid down in the rules of that Registry in force at the time of the application; and (ii) enter your Domain Name and other relevant details in the Register and issue a Certificate if applicable.
5.2 When registering or renewing the registration of a Domain Name, dependent upon the service purchased, you understand and accept that we will be acting as your agent for such purposes, and you appoint us as agent for such purposes. Accordingly, you will be bound by the terms and conditions, rules, and procedures applicable to registrants of the Registries. Details of terms and conditions, rules and procedures relating to registration, renewal, surrender, transfer, and dispute resolution of the Registries concerned are available on request from us.
5.3 Where appropriate we will inform you of the Registry at which your Domain Name has been registered. Following registration, you must promptly notify the Registry, and/or us, of any (a) change to your registered details; and (b) actual or threatened proceedings brought in respect of the name used as a Domain Name whether by or against you.
5.4 You must ensure that the details submitted by you for the purpose of your Domain Name registration (and any future additions or modifications to such details) are true and accurate.
5.5 We may disclose to the relevant Registry such of your details as may be required to complete the registration of a Domain Name. You acknowledge that the Register will include a number of details relating to you. Registries may allow other organisations and members of the public to access their Register for the purpose of obtaining information about the registration of the Domain Name or any other related purpose. You expressly consent to such disclosure.
5.6 If your preferred choice of Domain Name is not available, nor a suitable alternative found, we will advise you and the Agreement in respect of your Domain Name registration will immediately terminate. You shall not be liable to pay us any Charges in these circumstances and we shall have no further liability to you.
5.7 We make no representation that any of your preferred Domain Names are available or capable of being registered.
5.8 You accept and agree that where we have acted as agent in registering your Domain Name you are solely responsible for all Domain Name renewals, and we shall not be liable for any loss incurred by you and arising, as a result of your failure to renew.
5.9 You may surrender or cancel the registration of the Domain Name registered in your name in accordance with the procedures of the relevant Registry. In the event of surrender or cancellation, you are not entitled to any refund of any fees or Charges you may have paid to us.
5.10 To the extent permitted by the relevant Registry, you may transfer the registration of the Domain Name registered in your name.
5.11 We shall have no liability in respect of your use of the Domain Name and, in particular for any conflict with third party trademarks, registered or unregistered, or any other rights. If any dispute between you and any third party arises, we may withhold, suspend, or cancel the Domain Name registration. We may make representations to the relevant Registry but will not be obliged to take part in any such dispute.
5.12 You warrant and undertake that neither the registration of the Domain Name nor the manner in which the Domain Name is used infringes our rights or the rights of any third party. Our and the Registry's remedies under this warranty will continue to be available after completion of the registration process and notwithstanding any subsequent surrender, cancellation, or transfer of the Domain Name.
5.13 In respect of Services for the application and registration of Domain Names, you will at all times and on demand fully indemnify us, the Registry and the Registry's officers and employees from and against any claim (including reasonable costs and expenses, however they may arise, incurred in defending or dealing with such claim) that the application or registration of the Domain Name or the manner in which the Domain Name is directly or indirectly used infringes the rights of any third party (except for claims arising from our or the Registry's negligence or breach of the Agreement).
5.14 If an Agreement for Domain Name registration is terminated for any reason arising under Condition 11, in addition to our rights to recover any monies owing to us, you authorise us, without prior notice to you, to surrender or cancel the Domain Name, retain the Domain Name for our own use, or transfer the Domain Name to a third party.
5.15 You acknowledge and agree that in accordance with the relevant Registry's terms and conditions, Registries may cancel the registration or suspend the delegation of a Domain Name in exceptional circumstances by notice in writing to you. In the case of such cancellation or suspension, you are not entitled to any refund of any fees or charges you may have paid to us.
5.16 If a Domain Name System ("DNS") transfer is required for the Domain Name you wish to use, you will be responsible for getting the transfer completed. If the transfer is not achieved within 14 days of our request to you, then we will create a Domain Name on your behalf. It is your responsibility to inform us if you wish to transfer your email services to us or retain them with your existing provider. Without this notification there may be possible disruption to the service or loss of emails during the transfer process.
5.17 You may request to transfer a Domain Name to a third party upon the payment of a transfer fee, plus VAT. In order to protect the rights of both the company and you, the company will only release a Domain Name to an approved third party.
5.18 We are a channel partner for Nominet and are a registrar for UK based domain names. As a condition of any domains registered on their behalf, our customers need to accept and comply with Nominet's terms and conditions which can be found here www.nominet.uk/terms-of-use/
6.1 We will invoice you after we issue the Order Confirmation accepting your Order and thereafter for each payment period as specified in the Order Confirmation.
6.2 Each invoice must be paid within 30 days of the date of the invoice using the payment method specified, unless otherwise specified in the Order Confirmation.
6.3 Where we are providing Services for a Minimum Period which is subject to automatic monthly or annual renewal, payment shall be made for the Charges in respect of the Minimum Period and subsequent monthly, and or annual periods (as applicable), using the payment method specified in the Order Confirmation. We will invoice you for the Charges in respect of the Minimum Period after we issue the Order Confirmation accepting your Order and for the Charges in respect of each subsequent monthly or annual renewal period (as applicable) we will send you invoices after the beginning of each monthly or annual renewal period.
6.4 If you are paying by direct debit, you acknowledge and accept that we will use the bank details provided by you for the payment of Charges in respect of the Minimum Period (if applicable) and for the payment of Charges in respect of each subsequent monthly or annual period (as applicable). You must notify us of any changes to your bank details.
6.5 If your direct debit payment in respect of monthly Charges fails for any reason such as insufficient funds, then collection will be re attempted no sooner than 10 days by Direct Debit if not settled beforehand. If your direct debit payment in respect of annual Charges fails for any reason, then collection will be re attempted no sooner than 10 days by Direct Debit or we will contact you to arrange alternative method of payment.
6.6 If you are paying by credit, or debit, card you acknowledge and accept that we will use the card details provided by you for the payment of Charges in respect of the Minimum Period (if applicable) and the Charges for each subsequent monthly or annual period (as applicable). You must notify us of any changes to your card details.
6.7 If you do not make any payment or instalment due under this Agreement, or any other contract between us, or wrongfully terminate this Agreement, we can keep all sums you have already paid, and you will immediately have to pay us all outstanding amounts. All payments which would have become due for the Minimum Period will become immediately due and payable. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other Order from you, in which event an early termination fee will be payable by you equal to three months value of the Charges for the Services. Interest at a rate of 1.5% per month will be applied to any amount you have not paid after thirty (30) days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.
6.8 Without prejudice to any other rights we may have, we may suspend the Services in whole or part and without notice if you fail to pay our Charges in accordance with this Condition 6.
6.9 Where we are providing Services for a Minimum Period which is subject to automatic monthly or annual renewal, we reserve the right to increase our Charges in respect of the renewal periods. We will notify you of any such increase one (1) month before the beginning of the monthly or annual renewal period for which we propose to increase our Charges. If such an increase is not acceptable to you, you will notify us in writing within fourteen (14) days of the date of our notice and you will have the right to terminate the Agreement by giving notice to us, with effect from the first day of the monthly or annual period for which we proposed to increase our Charges.
6.10 You will pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
7. Limitation of Liability
7.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty, express or implied, in relation to such systems or with respect to the Services or any software provided under this Agreement.
7.2 We cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the internet. We will not be liable for any unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received, or stored on any system.
7.3 Nothing in the Agreement shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation, or any liability which cannot be limited or excluded by applicable law.
7.4 We have no obligation, duty or liability in contract, tort, for breach of statutory duty or otherwise, beyond that of a duty to exercise reasonable care and skill.
7.5 Save as provided in Condition 7.3, if we make an error in or an omission from the provision of the Services, or fail to provide them, then you shall bring the matter to our attention, and we shall investigate the reasons why the Service has not been achieved and notify you within 48 hours of receipt of notice. We shall use reasonable endeavours to rectify the matter within a further 14 days period and ensure any amendment is re-submitted to you. If we fail to remedy an error, omission, or non-provision of a Service within this time, we may either reduce the charges for the Services as is fair and reasonable taking into account the nature of the error or omission or extend the duration of the Services. Except as provided above, this represents the full extent of our liability to you.
7.6 In any event, we have no liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: indirect or consequential loss or damage; loss of business, revenue, or profits; wasted expenditure; ex gratia payments; or financial loss of any kind.
7.7 All conditions and warranties which may be implied by law or as a result of prior negotiations into the Agreement between us are excluded to the fullest extent permitted by law.
7.8 Subject to Condition 7.3, our total liability to you in relation to any claim or a series of claims arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount of the total Charges paid by you under the Agreement in respect of the Service to which such claims relate.
7.9 Save as set out in the Agreement, if we fail to comply with our obligations under the Agreement as a result of an event outside our reasonable control, we will have no liability to you as a result of such failure.
You shall indemnify us, our employees and agents against all proceedings, claims, demands, losses, damages, costs and expenses (including legal costs and disbursements on an indemnity basis), incurred or suffered by us, and any damages awarded against us, arising directly or indirectly as a result of any breach of this Agreement by you or from processing or publishing any information or material you gave us or for incorporation into the Services including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
9. Intellectual Property Rights
9.1 You warrant that you own or are authorised to use (and to allow us to use) all Intellectual Property Rights in the Content you provide to us.
9.2 You grant us a worldwide, perpetual, fully sub-licensable, non-exclusive licence of such Intellectual Property Rights to permit us to use, reproduce, publish, display, adapt, distribute, transmit and stream the Content for the purposes of making available and displaying your Advert by any means and across any media on the services and products we offer to third parties.
9.3 We own all Intellectual Property Rights in all artworks, copy, video content and other material which we, our agents or employees have created, whether or not the material is derived or developed from material supplied as Content and whether or not a charge has been paid by you in respect of it. You do not gain any intellectual property rights in that artwork, copy, video content or other material and, subject to Condition 9.5, you will not be entitled to use it in any other form or in any other media.
9.4 Should you use, or allow a third party to use, any artwork, copy, video content or other material as referred to in condition 9.3 which is in contravention of your rights, your advertising will be suspended and you will be liable to pay us a penalty payment equivalent to 12 months of your monthly advertising costs, plus VAT.
9.5 Whilst we are hosting a Website you are entitled to promote the Website and refer to the Website address in any medium you choose.
10. Termination By You
10.1 If we are providing services to you for a Minimum Period which automatically renews, you may terminate the Services after the end of the Minimum Period by giving us twenty-eight (28) days' notice prior to the end of the Minimum Period. Provided that you give us notice at least twenty-eight (28) days prior to the end of the Minimum Period, we will terminate the Services at the end of the Minimum Period. If you give less than twenty-eight (28) days' notice prior to the end of the Minimum period, we will terminate the Services at the end of the next service period and will be entitled to Charges for that service period.
10.2 If you are outside of the Minimum Period, we require twenty-eight (28) days' notice prior to the end of the next service period to terminate the services. If you give less than twenty-eight (28) days' notice prior to the end of the next service period, we will be entitled to Charges for that service period.
10.3 If we are providing Services to you on a Monthly Rolling Term which automatically renews, you may terminate the Services by giving us twenty-eight (28) days’ notice.
10.4 If you terminate any Services(s) that form part of a Package such that the Package comprises only one (1) service we may remove any discount applied to that remaining Service and you will be liable for the full value of that Service as if it had been purchased as a stand-alone Service.
10.5 If you wish to terminate your services you must give us written notice either by email to firstname.lastname@example.org, or by post to Customer & Product Support, thomsonlocal, Suite 5, Ferneberga House, Alexandra Road, Farnborough, Hampshire, GU14 6DQ, quoting your Customer ID and Order number.
11. Termination By Us
11.1 We may terminate any or all of the Services or part thereof, at any time by giving you not less than fourteen (14) days’ notice of such termination. In the event of termination under this Condition 11.1 (but not otherwise), you will be entitled to a refund of that part of any Charge you have already paid to us, and which relates to a period after the date that the Services or part thereof have terminated.
11.2 We may terminate all or part of the Services with immediate effect by giving written notice to you if:
(a) you commit a material breach of any provision of the Agreement (including without limitation late or non-payment), provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so
(b) you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due
(c) if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed
(d) an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you
(e) you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets, or effects
11.3 We may, at our sole discretion, suspend the provision of the Services if we are entitled to terminate this Agreement for any reason or if we reasonably believe that you are about to become subject to any of the events listed in Conditions 11.2(b) to 11.2(e). You will continue to be obliged to pay any charges owing or that arise during the period when the Services are suspended.
11.4 On termination of the Agreement by us for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
11.5 Any accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall be unaffected, 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.
12.1 Each party agrees that in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement for which its sole remedy shall be for breach of contract under the terms of the Agreement. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
12.2 The Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.
12.3 We may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of our obligations under the Agreement to any third party or agent. You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
12.4 No variation of the Agreement shall be effective unless it is in writing and signed by the parties.
12.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
12.6 If any provision or part-provision of the 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 the Agreement.
12.7 No one other than a party to the Contract shall have any right to enforce any of its terms.
13. Governing Law and Jurisdiction
The Agreement shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.