Seatwave Ltd User Agreement

1.	The Basics 1.1. About this Agreement: This agreement ("this Agreement") sets out the terms of your use of the Seatwave websites (to browse, post, purchase etc.) between you ("you" or "your", which includes any user of our Seatwave Service, including members) and Seatwave Limited ("Seatwave", "we", "us" or "our"), located at Seatwave Limited, PO Box 5631, London W1A 1LE. The "Seatwave Service" means any service provided by us, including the use of our websites ("the Site"), buying and/or selling tickets or other items on our Site, participating in any of the forums, chat rooms, competitions, review services or other community-based services we supply. By using the Seatwave Service in any way, you agree to abide by and be bound by this Agreement and to the use of your personal data in accordance with the Privacy Policy. We strongly recommend that you read and understand this Agreement. 1.2. Modification: We may need to update this Agreement from time to time, in which case we will post the new version of this Agreement on our Site. You will be subject to the terms of the Agreement in force at the time you use this Site or buy and sell tickets. Your continued use of the Seatwave Service will mean that you accept any new Agreement that is posted at the time of your transaction or use of the Site. 1.3. Additional Policies: This Agreement incorporates the other agreements on our Site. Such agreements include: [Ticket Integrity policy] [Ticket Cover policy] [ Privacy Policy ] The agreements incorporated by reference may be updated and new such agreements added from time to time. In such cases the modification provision above will also apply to these updated agreements. 1.4. Buyers and Sellers: We refer to people who buy tickets through Seatwave as Buyers; no prizes for guessing that we call people who sell tickets through us Sellers.
2.	What's it all about? 2.1. Who is Seatwave? We are a new force in live entertainment, the place where people come to buy and sell their tickets and share their enjoyment of the live experience with other fans. People who sign up to become members of Seatwave ("Members") can list tickets for sale on the Site. When Buyers purchase a ticket on the Site, we will automatically create a account for them to allow the transaction to go ahead. It's important to bear in mind that we are a facilitator or a conduit for Members to buy and sell tickets (in only a few limited cases Seatwave will sell tickets directly to Buyers). We do not own the tickets that Members buy and sell and we are unable to ensure that in every case they complete any transaction.
3.	All about Members 3.1. Requirements: In order to use the Seatwave Service, you must have agreed to this Agreement and you must be able to enter into legally binding contracts. If you are under 18 you may only use the Seatwave Services with the involvement of a parent or guardian. 3.2. Registration: In order to buy and sell tickets using the Seatwave Service, you will need to register as a Member. You must give us your correct details when you register, including the right name, address and other contact information. If these change at any time, you must let us know as soon as possible. 3.3. Login Details: You will have a username and password allocated to you when you login. You may change the password. It is very important that you keep both secure and don't give them out to anyone else, especially as you are responsible for any activity undertaken using your username and password. Your username and password are personal to you and may not be transferred to anyone else. You agree not to allow anyone else access the Seatwave Service using your username and password.
4.	Selling Tickets 4.1. Listing: 4.1. Listing: As a Seller, the first step to selling your tickets on Seatwave is to list your tickets, so any Buyers out there can see what's available. When you list your tickets you are required to enter all the relevant information about each ticket you are listing, including the name of the event, the date, the face value of the ticket, the section, seat, row and so on, all in accordance with the information requested during the listing process - don't forget the price you want for your ticket! You agree to supply the fullest possible information about any ticket you list. When signing up as a Member you must provide a valid credit card or debit card, which should be considered security against the accuracy and completeness of the information you provide about the ticket you list, as well as against any failure to supply a ticket after a Buyer accepts your offer to sell that ticket (see "Commitment to Supply", below). If for any reason the ticket is not as you have listed or you are otherwise in breach of this Agreement, there may be circumstances in which we can debit money (see Clause 9: Financial Consequences) from your credit card,debit card or your outstanding Seller account balance, for example if you list a ticket that doesn't exist, list a counterfeit ticket or one that you do not own. The credit card or debit card you submit to us must not expire before the date of the event for which you are selling a ticket. For example, if you are selling a ticket for a gig next June, your card must be valid at least until after that gig. 4.2. License: You give us the right to display the tickets you list on our Site and on the sites of our partners, by way of a grant of a non-exclusive, transferable, worldwide, royalty-fee and paid-up licence to reproduce, modify, adapt, display and publish the descriptions of your tickets. This is important because it permits us to get your listings seen by potential buyers. 4.3. VAT: If you are selling a ticket with us, you are responsible both for determining whether any VAT is chargeable on your sale of the ticket, and for collecting that VAT - this means in general that you should include any VAT in the price you list with us for any ticket. We're responsible for any VAT on the commission we charge. We'll make sure we break this down in any invoices and set it out clearly before you confirm any transaction. 4.4. Pricing: You can list your tickets for sale with us at a fixed or reducing price, which does not include handling & postage (we will calculate that and add it to the Buyer's shopping cart). * Fixed Price: The seller sets the selling price which they can change at any time from within my account. * Reducing Price: The seller chooses a selling price and a minimum price for the tickets. The selling price will be displayed until the "start reducing on" date is reached, at which time, the price of the tickets will decrease incrementally every day until the tickets sell or the minimum price is reached on the off sale date. 4.5. Seller's Fee: Listing tickets is free, although we do charge a fee for a successful sale of a ticket on our Site, which we call a Seller's Fee. The Seller's Fee applicable to your transaction will be set out for you to confirm when you list your tickets for sale. 4.6. Commitment to Supply: By listing a ticket with us, you are committing to supply that ticket; which means that you are making and communicating an offer to sell that ticket. When a Buyer agrees to buy the ticket, he or she is accepting your offer, and the transaction is binding on the parties and you are required to supply a ticket to the Buyer. If, for any reason, you fail to fulfil on the contract you have entered into in respect of the sale of your ticket to the Buyer, you agree that we can deduct payment from your credit card or debit card, up to the amount it costs us to replace the ticket for the Buyer or 100% of the price you listed for the ticket as well as any other expenses or charges that we incur in finding a replacement ticket. We also reserve the right to cancel a sale if we attempt but are unable to contact you via email and telephone and do not receive a response from you within 72 hours. You further agree that we can set off any amount you owe us against any monies owing to you that we hold at any time. 4.7. Acceptance of Your Offer to Sell: A Buyer accepting to buy one of your tickets has an enforceable contract to buy that exact same ticket (and no other!). You are then required to send the ticket to the Buyer as soon as possible after receiving your tickets. 4.8. Sending Buyer Details: When you begin the shipping process, we will provide you with a label to print for collection by UPS. Regardless of whether you use the UPS label provided by Seatwave or other delivery method, once the ticket(s) have been sent, you must destroy any record you may have of the Buyer's address and/or any other Buyer's personal data. 4.9. You agree to send the ticket as soon as possible after the receipt of the ticket using the delivery method we specify (an A4 envelope and usually UPS or courier). If you do not ship the ticket using a mailing label provided by Seatwave, you agree to communicate the shipping reference number to us in a form we may stipulate from time to time; without this number, the Buyer will not be able to confirm receipt, and you cannot be paid for your ticket. If UPS is able to ship the ticket from you to the Buyers' address and you do not use UPS to ship the ticket, you assume all liability for the successful delivery of the ticket. Tickets must be posted out to the Buyers (or to Seatwave as indicated at the time of sale). Sellers are not permitted to hand-over or hand deliver tickets to Buyers. If a Buyer has not received tickets from a Buyer 2 working days (in this Agreement working day means any day which is not a weekend or public holiday in England) before the start of the event Seatwave reserves the right to cancel the sale and find alternative tickets for the Buyer. In such cases any difference in the cost of the tickets will be charged to the Seller's credit/debit card. For example, if the event is taking place on Monday evening the tickets must be received by the Buyer at the latest on Thursday 5 pm. 4.10. Payment: At the point of their confirmation of the transaction, we charge or authorise the amount of the purchase price (plus any commission, VAT, etc.) on the Buyer's payment card. Payment for the ticket you sold will be forwarded to you as soon as we are satisfied that the ticket was valid and that you delivered the ticket the buyer paid for. In most cases, this will be after the event has taken place. 4.11. Cancellation of an event: If the event for which you have sold tickets is cancelled, you agree to refund to us anything we have paid you for those tickets and you further agree we can set off any amount you owe us against any other monies we may owe you, as set out above in clause 4.6. 4.12. Designated football matches: You may not list tickets for a football match which is a designated football match for the purposes of section 166 of the Criminal Justice and Public Order Act 1994, as defined in the Ticket Touting (Designation of Football Matches) Order 2007 (http://www.opsi.gov.uk/SI/si2007/20070790.htm). In effect, this means that tickets to any international football match, or to any football match where one of the teams has its home ground in England or Wales, are not to be listed for sale on this Site. 4.13. Selling a Late Ticket: Sellers on Seatwave can post tickets as "Last Minute Tickets" for performances where Seatwave is offering this service. This allows you to sell right up until the event. When originally posting or upgrading to this service, please note that Seatwave needs to receive the tickets related to the posting before the posting is released on the Site. Tickets for Last Minute Tickets postings can be sent to Seatwave for free via the normal UPS fulfilment process. If you wish to change a Last Minute Tickets posting to a standard posting before you've sent us the tickets you can do so in the "My Account" part of the Site. Last Minute Tickets will be collected by Buyers at a designated venue on the day of the event ("Last Minute Collection Point"). Any unsold tickets can also be collected by the Seller on the day of the event from the same Last Minute Collection Point. All Sellers collecting unsold tickets will be required to prove their identity at the Last Minute Collection Point. Please note that (a) Seatwave is unable to return tickets designated as Last Minute Tickets postings other than at the Last Minute Collection Point on the day of the event; (b) Seatwave only provides the Last Minute Tickets service to Sellers based in the same country as the performance the Last Minute Ticket relates to; and (c) Seatwave is only responsible for the Last Minute Tickets once they have been received by Seatwave.
5.	Buying Tickets 5.1. Choosing a Ticket: As a Buyer, you choose a ticket from our listings and, when you've found the ticket you want at the right price, you click to buy that ticket, enter and confirm your Member details and credit card information, and confirm the purchase of the ticket. If you're using a credit card or debit card, that card must not expire before the date of the event for which you are buying a ticket. For example, if you are buying a ticket for a show next April, your card must be valid at least until after that gig. 5.2. Pricing: We will set out for you the list price of the ticket, the Booking Fee we charge, any VAT on that fee, and postage, to give you a total price. Where we can, we'll also show the original face price of a ticket, for your information. 5.3. Credit Card Authorisation: You agree to us debiting or authorising the amount of the total ticket purchase price (including commission, VAT, etc.) from your credit/debit card - we'll confirm to you how much this will be before you confirm the purchase. 5.4. Change in Ticket Details: The promoter of a given event (concert, match and so on) may change the specifics of that event from time to time. After the purchase, as owner of the ticket, you are responsible for verifying the time, date, seating and other specifics of the ticket prior to the event itself. If you become aware that any of the specifics (time, date, and venue) of your event have changed, please contact customer service as soon as possible. In the event of a cancellation, you must contact us as soon as you can. Seatwave is not responsible for the actions or failures of any venue, performer or promoter. All sales are final and Seatwave is not responsible for the actions or failures of any venue, performer or promoter, However, when buying tickets on Seatwave, you can also choose to add TicketCover™premium to your order. For details on what Ticket Cover Premium provides insurance against, please read the TicketCover premium policy. It also covers for a wide range of other reasons that may keep you from enjoying your event. Please note that Seatwave cannot offer the TicketCover premium for all events listed on the Site, however, when possible, the option to purchase TicketCover premium will automatically appear at the time of purchase. Please read carefully the TicketCover premium policy and any special terms applicable . If you have purchased the TicketCover premium and become aware that any of the specifics (time, date, and venue) of your event have changed or if the event is cancelled, please contact customer services immediately. 5.5. Delivery: We try to ensure that all tickets are delivered at least 2 working days before the start of the event (depending also of course on the date of purchase of these tickets). If any ticket has not been delivered 2 working days before the start of the event we will try to source replacement tickets and get these to you by post, courier or collection (at our discretion) in time for you to attend the event. If we fail to provide you suitable replacement tickets, you will be entitled to a 100% refund of the prices paid for the tickets as further explained in our Ticket Integrity policy. 5.6. Delivery of Last Minute Tickets: Some performances on Seatwave feature Last Minute Tickets. These tickets are clearly marked as such on the Site and must be collected from a designated "Last Minute Collection Point" (located in the same town as the event) on the day of the event. Last Minute Tickets are generally available for sale right up until the event and allow Seatwave to offer a guaranteed service in situations where it wouldn't otherwise be possible to deliver tickets in time for the event. The confirmation email sent after the purchase of a Last Minute Ticket contains the location and opening times of the Last Minute Collection Point. Please note that Last Minute Tickets are only available for collection on the day of the event at the designated Last Minute Collection Point.. 5.7. Seat: Please bear in mind that the actual seat numbers listed with us will be based on information submitted by Sellers. We have no control over the accuracy or completeness of that information, and it is always possible that actual seat numbers and allocations can vary, even from those stated on the ticket. 5.8. Confirmation: Once you receive your tickets, you agree to confirm receipt of the tickets by entering the shipping reference number into the relevant part of the Member section of our Site, or by communicating it to us in a way we may stipulate from time to time. 5.9. Distance Selling Regulations: Please note that we only provide a platform for Sellers and Buyers and that the cancellation provisions under the Distance Selling Regulations 2000 do not apply to your purchase of Tickets on this Site.
6.	Your Commitments to Us 6.1. About You: You represent and warrant that the information you have submitted to us in your registration to become a Member and in all other interactions with Seatwave and Members is true, accurate and complete. You agree not to use false names or addresses, or any other false information, in using the Seatwave Service. 6.2. Accuracy and Completeness: Whenever you list a ticket with us as Seller, you represent and warrant that all information you have provided about that ticket is complete and accurate. 6.3. Ownership: You also represent and warrant that you own the tickets themselves, and that you are entitled to list them for sale and to sell them on our Site. 6.4. Credit/debit card details: In an effort to minimise the effects of credit card fraud, you allow us to carry out random checks, including checks of the electoral roll, and you agree that we may request you to either fax or post to us proof of your address and a copy of a credit card recent statement before issuing any tickets. You acknowledge that your failure to supply the correct credit or debit card billing address information may result in the cancellation of your tickets or the withdrawal of any ticket you list on the Site. Please ensure that the billing address details you give match those on your billing statement. 6.5. Other Information: During any interaction with the Seatwave Services (including the forums, chat rooms and review services) or any Member you represent and warrant that any information or content you provide to us or any Member: a) is not fraudulent; b) is true, accurate and not defamatory, abusive, threatening, misleading or obscene; c) does not involve the sale or procurement of counterfeit or stolen items; d) does not infringe any third party's rights (including copyright, patent, trademark or any other right), be invasive of privacy or otherwise injure third parties; e) does not infringe any law, regulation or code in your country or that of any corresponding Member (including consumer protection or misleading advertising); and does not breach any applicable Seatwave policies or guidelines; f) does not contain any virus or other programme that interferes with or seeks to interfere with any computer system or data; and g) does not contain political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". 6.6. Legal Compliance: You represent and warrant that, during any interaction with the Seatwave Services or any Member, you will comply with all applicable local, regional, national and international laws governing the use of the Seatwave Service and the buying, selling and marketing of tickets. You also represent and warrant that you are 18 or over and therefore able to enter into legally binding contracts. 6.7. Indemnity: You agree to hold us harmless against all losses, liabilities, claims or demands arising out of any breaches of the representation and warranties and assurances in this clause 6.
7.	Things We Don't Like People Doing 7.1. Listing Tickets You Don't Have: Please remember that when a Buyer accepts your offer to sell a ticket listed through the Seatwave Services, you're required to provide that ticket to the Buyer. As a result, we strongly discourage you from listing your tickets on the Seatwave Services and elsewhere simultaneously. If you list tickets for sale that you don't then supply to a Buyer, we will take measures that could include you being restricted from using the Seatwave Services, as well as charging you for the cost of our replacing those tickets. Seatwave takes this stuff really seriously - if you list tickets for sale and then can't make good on that contractual commitment, we won't welcome you back! 7.2. Selling Stolen or Counterfeit Property: Selling stolen or counterfeit property is a crime and we will report any such activity to the relevant authorities and permanently ban anyone found selling stolen property or counterfeit property using the Seatwave Services. 7.3. Sellers Poaching Buyers: We think we can provide the best service to fans of live events by offering the most transparent and responsive ticket selling service ever created. As a result, we consider it both a bad idea and bad faith for Sellers to attempt to contact Buyers directly and solicit their business away from Seatwave. While we are comfortable that most Buyers will have a better time coming to us for the choice and safety we provide, we don't want Sellers sending promotional materials to our Buyers, or in any other way trying to deter them from coming back to use us again. This particularly applies to the Buyer Consignment Package, which should be sent directly to the Buyer with only the addition of the tickets.
8.	The Consequences 8.1. Suspension and Investigations: If we discover any Member behaving badly, we may suspend their account pending an investigation. If you are under investigation by Seatwave, you agree to comply fully with our requests for information about tickets and circumstances surrounding any transactions involving the Seatwave Services. 8.2. Seatwave Actions: We have absolute discretion to take any action in relation to your account or any sales you may have pending, including issuing warnings, suspending or terminating provision of the Seatwave Service to you and any other action we deem suitable, if we consider in our sole opinion that you are: a) in breach of this Agreement in any way; b) you do not cooperate with any investigation we instigate as set out above; c) we can't verify any information you provide, or it conflicts with other information that we hold; or d) if in our sole opinion your activity is likely to lead to legal liability for any Member or us. We can suspend any listings or cancel any sales if we believe in our sole opinion that activity connected with that listing or sale is either illegal or in breach of this Agreement. 8.3. Disclosing Information: We reserve the right to inform any relevant authority of any illegal activity conducted by any Member using the Seatwave Service and cooperate fully in the prosecution of any such Member. 8.4. Financial: We reserve the right to deduct the cost of replacing a ticket for Buyers from the credit/debit card of any Seller that either lists a ticket it doesn't own or in any other way behaves in a way that leads to a Buyer not receiving the ticket in question in good time for the event to which that ticket relates. In general, the costs of replacing a ticket will be the ones listed in Clause 9 below. 8.5. Fraud: If we suspect any fraudulent activity on a particular transaction we reserve the right to put that transaction on hold pending further investigation and/or to cancel the transaction.
9. Financial Consequences:	9.1. Administrative Charges: We recognise that we work in valuable partnership with our Sellers. We understand that when selling tickets, issues will occasionally occur and so we accept that in rare cases a Seller may not be able to fulfil the sale they have committed to. However, Seatwave cannot support Sellers that consistently fail to provide exactly what they committed to sell, or allow Sellers to profit from supplying incorrect tickets. When this happens, the marketplace that sustains both Seatwave and Sellers is damaged. Administrative charges will be imposed on a Seller when (a) a ticket is delivered late, (b) a worse ticket than advertised is sent, (c) Seatwave has to fulfil the sale on a Seller's behalf and/or (d) a Buyer has to be refunded. These charges reflect the costs incurred by Seatwave when resolving issues caused by orders that were not correctly fulfilled. 9.2 Late Dispatch charge: When tickets arrive less than 2 working days before the event the Seller will be charged an additional £15 by Seatwave. This reflects Seatwave's costs in investigating the delivery status of the order and responding to any queries from the Buyer. The Seller will therefore receive the order value minus any normal Seller's Fee and the £15 late dispatch charge. This charge will not be applied in the cases listed below: Sales that happen less than 5 working days before the event Listings indicated as care of Seatwave office, care of box office or Last Minute Tickets Bundesliga & Seria A matches 9.3 Incorrect tickets accepted by Buyer: When tickets delivered are not exactly as described in the listing, (see list of examples below) but the Buyer accepts the downgraded tickets anyway then an incorrect tickets charge will be applied to the sale. The incorrect tickets charge is: (a) £50 (which reflects Seatwave's associated costs, losses and reputation damage), plus (b) any compensation payment that may be offered to the Buyer by Seatwave. This compensation payment is solely at Seatwave's absolute discretion, and, if paid, will be a sum, determined by Seatwave, to compensate the Buyer for the reduction in enjoyment he/she will receive from the incorrect tickets. The Seller will therefore receive the order value minus any normal Seller's Fee, the incorrect ticket charge and the compensation payment (if applicable). If the Buyer refuses to accept downgraded tickets the order will be considered broken and a "failed order charge" will be applied (see Clause 9.4 below). For the purposes of this charge a downgrade is defined as: Seats in a row behind the row listed Seats in a block further from the performance area than listed Seats moved from a 'lower' to 'upper' block, irrespective of distance from the performance area Any change from seated to standing or vice versa Seats where the customer's perspective of the venue materially alters - e.g. half-way line position to behind the goal Seating arrangements where seats aren't together when stated previously they would be 9.4.Failed order charge: When a Seller fails to deliver tickets and Seatwave either has to provide a refund to the Buyer or replace the order with tickets from another source the Seller will not be paid for the order and will in addition be liable to pay Seatwave a failed order charge. This failed order charge is £50 plus the cost of replacing the ticket.
10.	Contributing to this Site 10.1. Contributions: If you are a Member you may contribute freely to the forums, chat rooms, competitions, review services and other community based services we provide. We need to approve any contributions from users who are not Members before allowing such content to be viewed on the Site and we reserve the right to refuse to publish content you provide to us on this Site at our sole discretion. We reserve the right (but not the obligation) to remove or edit any content provided by Members or users. 10.2. Licence: If you do contribute content to us and unless we indicate otherwise, you (a) grant Seatwave a perpetual, a non-exclusive, royalty-free right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and (b) grant Seatwave and its sublicensees the right to use the name that you submit in connection with such content, if we or they choose. You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Seatwave, including the execution of deeds and documents, at the request of Seatwave. 10.3. You represent and warrant that you own or otherwise control all of the rights to the content that you contribute. You agree to indemnify Seatwave for all claims brought by a third party against Seatwave arising out of or in connection with a breach of any of the warranties you give above. 10.4. It is not possible for Seatwave to be aware of the contents of each ticket listed for sale, or each comment or content that is displayed. Accordingly, Seatwave operates on a "notice and takedown" basis. If you believe that any content on, or tickets advertised for sale on, this website contains a defamatory statement, please notify us immediately by emailing us at abuse@seatwave.com. Once you have emailed us, we will make all reasonable endeavours to remove the defamatory content complained about within a reasonable time.
11.	Liability 11.1. We accept liability for any losses you suffer only up to a maximum amount of the value of the tickets plus any VAT which has been paid to the Seller in respect of any transaction. We will not be responsible for any indirect losses, consequential, exemplary, special or punitive damages, lost opportunities, loss of profits, anticipated profits, actual or anticipated savings even if Seatwave has been advised of the possibility of such damages. We do not limit our liability at law for fraudulent misrepresentation or for death or personal injury caused by negligence or any other type of liability which cannot by law be excluded or limited. 11.2 Disclaimer: We do not guarantee that the Site or the Seatwave Service will be error-free, uninterrupted or that it will provide specific results. This Site is provided on an "as-is" and "as-available" basis and we disclaim all liability for the acts and omissions of any third party user. Except as expressly set out in this Agreement, we expressly disclaims any further warranties, conditions, or other terms, either express or implied by statute or otherwise including the implied warranties of merchantability, satisfactory quality or fitness for purpose.
12.	Ownership of Intellectual Property 12.1.The content and software on this site are the property of Seatwave and/or its suppliers and is fully protected by UK and international worldwide copyright law. You may visit the site and make a copy of pages on this site for your personal non commercial use. You may not without our permission reproduce, edit, publish or transmit this site. You may use the site to purchase tickets for personal use only. 12.2. You may not deep link into the site without Seatwave's written permission. 12.3. The Seatwave name and logos are registered trademarks of Seatwave and may be used publicly only with Seatwave's prior written permission.
13.	Personal data At Seatwave, we take privacy of your personal data very seriously. Use of this Site and of the Seatwave Service is subject to our [ Privacy Policy ]
14.	General 14.1. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from a cause beyond our reasonable control. 14.2. If you breach this Agreement and we do not take any action against you we shall still be entitled to use our rights and remedies at a later stage or in any other situation where you breach this Agreement. 14.3. All notices under this Agreement shall be sent to us by recorded delivery to Seatwave Limited, PO Box 5631, London W1A 2AJ. Any notice sent by email shall only be valid if acknowledged by us in writing. 14.4. The provisions of this Agreement are personal to you and us and are not intended to confer any rights of enforcement on any other third party. 14.5. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement. 14.6. Nothing in this Agreement and no action taken by the Parties pursuant to it, shall constitute, a partnership. 14.7. This Agreement is governed by and construed in accordance with the laws of England and Wales. You agree, as we do, to submit to the non exclusive jurisdiction of the English Courts.