ZATU LIMITED TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

1. Interpretation

1.1 Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Buyback Scheme: the Zatu Distribution Buyback Scheme set out in clause 4, under which the Customer, where it is a Physical Store Retailer (as defined below), may be permitted by Zatu to return Goods in exchange for the issue of Zatu Distribution Credits, subject to Zatu’s discretion and the terms under these conditions.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.

Contract: the contract between Zatu and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the natural person, company, firm or other legal entity who purchases the Goods from Zatu.

Delivery Location: has the meaning given in clause 3.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, including but not limited to, acts of god, natural disasters, war, pandemic, epidemic, government policies or restrictions or control, trade or industrial disputes of whatever nature (whether or not such dispute involves a party, its employees or agents).

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, such Order to include a description of the Goods and the volume requested; the total price of the Goods as understood by the Customer; the requested date of delivery; and the requested location of delivery.

Physical Store Retailer: the Customer, provided that the Customer operates at least one permanent bricks-and-mortar retail store open to the general public for the sale of the Goods.

Publisher: means any natural person, firm, company, partnership or other legal entity which holds the intellectual property or exploitation rights in articles sold by Zatu and therefore may govern the sale and distribution of those articles.

Zatu: ZATU LIMITED (registered in England and Wales with company number 10006286).

Zatu Distribution Credit (ZDC): a notional credit issued by Zatu under the Buyback Scheme which entitles the Customer, where it is a Physical Store Retailer, to a reduction in the purchase price payable on a future Order of Goods under these conditions. ZDC has no cash value, is not transferable, and shall expire six (6) months after the date of issue.

Warranty Period: has the meaning given in clause 5.1.

1.2 Interpretation:

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

(b) A reference to a party includes its successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

1.1 If there is a conflict or ambiguity between provisions, the following order of precedence will apply:

(a) any special terms agreed between the parties in writing;

(b) these Conditions;

(d) the Order.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted on the earlier of when Zatu issues a written acceptance of the Order, or Zatu dispatches the Goods or notifies the Customer that they are available for collection, at which point and on which date the Contract shall come into existence and after which the Customer shall be unable to change, cancel or withdraw the Order.

2.4 Zatu may accept or reject the Order (in whole or in part) at its sole discretion, including but not limited to where:

(a) the Customer does not meet Zatu’s customer criteria;

(b) the Customer has previously behaved in a manner which may breach these Conditions (or previous terms relating to supply by Zatu);

(d) Zatu has experienced historic payment issues with the Customer.

2.5 Any samples, drawings, descriptive matter or advertising produced by Zatu and any descriptions or illustrations contained in Zatu's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 Zatu reserves the right to amend the Goods, including any description or specification of the Goods, if required by the Publisher or due to any statutory or regulatory requirement, and Zatu shall notify the Customer in such event.

2.7 A quotation for the Goods given by Zatu shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

2.8 The Customer warrants that it is familiar with and shall, at its own expense, comply with all applicable laws, regulations and other governmental requirements in force (as amended, replaced or updated from time to time) regarding the importation, handling, sale, promotion, demonstration and use of the Goods in each applicable territory.

2.9 The Customer accepts liability for a breach of clause 2.8 and shall indemnify Zatu and the Publisher against all liabilities, costs, damages and losses (including direct, indirect, consequently losses, loss of profit, loss of reputation, legal costs and reasonable expenses) suffered by Zatu or the Publisher in connection with the Customer’s breach.

2.10 In addition to these Conditions, the Customer shall also comply with any other special terms notified to them by Zatu, including but not limited to any third-party publisher, supplier or manufacturer terms of sale which shall form part of the Contract. The Customer shall indemnify and hold harmless Zatu from and against any losses, damages, claims, costs and fines incurred or suffered by Zatu as a result of the Customer’s breach, or any act or omission of the Customer which causes Zatu to be in breach, of such third-party terms of sale.

3. Delivery and Acceptance

3.1 Zatu shall use its reasonable endeavours to ensure that confirmation of the content of each delivery of the Goods is provided to the Customer showing the date of the Order, the order number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

3.2 Zatu shall appoint a courier to deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Zatu notifies the Customer that the Goods are ready.

3.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Zatu shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Zatu with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.5 If Zatu fails to deliver the Goods, its liability shall be limited to a refund of the price of the undelivered Goods (where such Goods have been paid for by the Customer). Zatu shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Zatu with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.6 If the Customer fails to take delivery of the Goods within three Business Days of Zatu notifying the Customer that the Goods are ready for delivery, then, except where such failure or delay is caused by a Force Majeure Event or Zatu's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Zatu notified the Customer that the Goods were ready; and

(b) Zatu shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

3.7 If Zatu delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Zatu shall make a pro rata adjustment to the invoice for the Goods.

3.8 Zatu may deliver the Goods by instalments. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

3.9 The Customer must notify Zatu of any issues or deficiencies in the Goods (including late delivery, damage, excess or shortfall) within 48 hours of delivery by email to trade@zatu.co.uk. If not, the Customer shall be deemed to have accepted the Goods, and Zatu shall have no liability to the Customer in respect of such issues. Zatu reserves the right to request any information or evidence from the Customer it may require in order to validate the Customer’s notification including, but not limited to, accompanying photographs of any reported damage, shortage or issues.

3.10 Where the Customer rejects any of the Goods, the Customer shall have no further rights in respect of the supply of such Goods or the failure by Zatu to supply the Goods which conform to the Contract, save that where such rejection was due to a deficiency in the Goods and the Customer has paid Zatu for such Goods in advance, Zatu shall refund the price for such Goods within 30 days).

3.11 Save as set out in clause 4, the Goods are not supplied to the Customer on a ‘sale or return’ basis or on a ‘consignment sale’ basis and nothing contained in these Conditions shall be construed to indicate otherwise.

3.12 Except where agreed otherwise by Zatu prior to or at the point of Zatu’s written acceptance of the Order, the Goods are supplied to the Customer for resale within the UK and EU/EEA only, to end-users through its own stores and/or its own websites. The Customer shall not sell, or offer for sale, the Goods on any third-party online marketplace, including but not limited to Amazon, eBay or other similar platforms, without Zatu’s prior written consent.

3.13 The Customer accepts all liability in the event of a breach of clause 3.12, and shall indemnify Zatu against all liabilities, costs, damages and losses (including direct, indirect and consequential losses, loss of profit, loss of reputation, legal costs and reasonable expenses) suffered by Zatu in connection with the Customer’s breach.

4. Distribution Buyback Scheme

4.1 Zatu may, at its sole discretion, permit a Physical Store Retailer to participate in the Buyback Scheme in respect of Goods purchased under the Contract.

4.2 A Physical Store Retailer may, no more than once in any calendar month, make an offer to return up to twenty percent (20%) of the value of any Goods comprised in any particular Order placed with Zatu. Zatu shall be under no obligation to accept any such offer and any acceptance shall be subject to Zatu’s discretion as to the quantity of Goods accepted and the terms on which any ZDCs are to be issued.

4.3 Goods may only be returned under this clause 4 if:

(a) they are safely received by Zatu in the same condition as originally supplied, including original packaging, free from damage and in a re-saleable condition; and

(b) the offer to return is made within twelve (12) months of the date of the relevant Order, although Zatu may, in its sole discretion, agree to accept Goods offered for return outside that period; and

4.4 Where Goods are accepted for return under this clause 4, Zatu shall issue to the Physical Store Retailer ZDCs. ZDCs represent notional credits which, when applied, entitle the Physical Store Retailer to a reduction in the purchase price of future Orders of Goods in accordance with these Conditions. The amount of the reduction shall be determined by Zatu in its sole discretion, but shall be calculated by reference to the value of the Goods which, in the opinion of Zatu, are in a re-saleable condition in accordance with clause 4.3.

4.5 ZDCs shall be applied only as a reduction against the invoiced purchase price of future Orders, shall expire six (6) months after the date of issue, and shall not entitle the Physical Store Retailer to any cash payment, refund or other benefits.

4.6 The cost of returning Goods further to this clause 4 shall be borne solely by the Physical Store Retailer, unless otherwise agreed in writing by Zatu. Zatu may, at the Physical Store Retailer’s request, arrange for the collection of Goods for return and charge the Physical Store Retailer its reasonable cost for doing so.

4.7 Zatu may withdraw, suspend or amend the Buyback Scheme (including the rate at which ZDCs are issued, the conditions for eligibility, or the categories of Goods covered) at any time in its sole discretion by written notice to the Customer. Zatu’s decision on all aspects of the Buyback Scheme shall be final and binding.

5. Quality

5.1 Zatu warrants that on delivery, and for a period of three months from the date of delivery (Warranty Period), the Goods shall:

(a) conform in all material respects with their description; and

(b) be free from material defects in design, material and workmanship; and

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to Zatu during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) Zatu is given a reasonable opportunity of examining such Goods by whatever means it deems necessary; and

Zatu shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Zatu shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow Zatu's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the Customer alters or repairs such Goods without the written consent of Zatu;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Zatu shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 All other warranties, conditions or terms relating to the Goods (whether to their quality, condition or fitness for particular purpose and whether implied by statute or common law), including but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979, are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Zatu.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) Zatu receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.3.

6.3 Subject to clause 6.4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Zatu receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as Zatu’s agent; and

(b) title to the Goods shall pass from Zatu to the Customer immediately before the time at which resale by the Customer occurs.

6.4 At any time before title to the Goods passes to the Customer, Zatu may:

(a) by notice in writing, terminate the Customer’s right under clause 6.3 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.5 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Zatu's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify Zatu immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and

(e) give Zatu such information as Zatu may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

7. Intellectual Property Rights (IPR)

7.1 The Customer acknowledges that the Publisher (or its licensors) owns IPRs in and to the Goods, their packaging and related advertising materials. No licence or assignment of such IPRs is granted to the Customer under these Conditions.

7.2 The Customer acknowledges that it has no right to repackage or relabel the Goods without the prior written approval of the Publisher, save in so far as applicable law allows.

7.3 The Customer acknowledges that the Publisher may choose to impose an “On Sale Date”, territorial restriction for resale and other commercial conditions (as permitted by law) in relation to the sale of some or all of the Goods, and that this information may be communicated to the Customer by either the Publisher or Zatu. In either case, the Customer acknowledges and agrees that:

(a) it shall comply with any such instructions, which are a condition of the Contract;

(b) the Publisher may have the right to take action and impose restrictions against the Customer should the Customer fail to comply with any such instructions;

(c) such action may include an instructions to Zatu to deliver to the Customer some or all of the Publisher’s future products only on or after their “On Sale Date”; and

(d) the Customer shall have no claim against Zatu for any of the foregoing.

8. Price and payment

8.1 The price of the Goods shall be the price set out in the Order (subject to Zatu’s prior approval of such price if provided by the Customer), or, if no price is quoted, the price set out in Zatu's published price list in force as at the date of delivery.

8.2 Notwithstanding the fact that Zatu may have issued a written acceptance of any Order, Zatu reserves the right to modify the price of the Goods at any time prior to dispatch. Should a price increase occur after the Customer has placed an Order, but before the Goods have been dispatched, Zatu will notify the Customer of the revised price and the Customer may choose either to proceed with the Order at the modified price, or to cancel the Order. The Goods will only be dispatched upon receipt of the Customer’s written acceptance of the revised price, provided such confirmation is received with 5 working days. If no confirmation is received within this period, the Customer will be deemed to have rejected the revised price and the Order will be cancelled. For the avoidance of doubt, Zatu does not accept any liability arising from any cancelled Order whether as a result of the Customer’s rejection of the revised price or the Customer’s failure to respond within the specified timeframe.

8.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Zatu at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer, except if agreed otherwise with Zatu.

8.4 Subject to clause 8.5, Zatu may invoice the Customer for the Goods on, before, or at any time after the completion of delivery.

8.5 The Customer shall pay each invoice submitted by Zatu:

(a) in accordance with any proforma payment terms issued by Zatu to the Customer as part of acceptance of the Order or within any special terms; or

(b) if no proforma payment terms are issued by Zatu, within 30 days of the date of the invoice, or in accordance with any credit terms agreed by Zatu and confirmed in writing to the Customer; and

time for payment shall be of the essence of the Contract.

8.6 If the Customer fails to make a payment due to Zatu under the Contract by the due date, then, without limiting Zatu's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Limitation of liability

9.1 The limits and exclusions in this clause reflect the insurance cover Zatu has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Nothing in the Contract limits any liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) any liability that legally cannot be limited.

9.4 Subject to clause 9.3, Zatu's total liability to the Customer shall not exceed an amount equal to the total price paid by the Customer to Zatu under the Contract.

9.5 Subject to clause 9.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.6 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2 Zatu may terminate the Contract immediately in the event it is required to terminate the Contract by the Publisher for whatever reason, or the agreement between Zatu and the Publisher terminates for whatever reason.

10.3 Without limiting its other rights or remedies, Zatu may suspend or cancel the provision of the Goods under the Contract or any other contract between the Customer and Zatu if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or Zatu reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.4 Without limiting its other rights or remedies, Zatu may terminate the Contract by giving not less than ten (10) days written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.5 On termination of the Contract for any reason the Customer shall immediately pay to Zatu all of Zatu's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Zatu shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.6 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations (except with regards to the failure to make payment) for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 60 days, the party not affected may terminate the Contract by giving not less than 30 days' written notice to the affected party.

12. General

12.1 Assignment and other dealings.

(a) Zatu may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Zatu.

12.2 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, including any details regarding the Contract, except as permitted by clause 12.2(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees who need to know such information for the purposes of exercising the party's rights, or carrying out its obligations, under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

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

12.5 Waiver.

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the addresses set out in the Order form or accompanying onboarding form (or an address substituted in writing by the party to be served).

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) 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.

12.8 Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

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

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