JOVE CLUB
JOVE ADVENTURE TERMS AND CONDITIONS
In these terms, we also refer to Jove Club Limited (Company Number 15641675) being a company incorporated in England and Wales with registered office address at 85 Great Portland Street, First Floor, London, England, W1W 7LT as ‘Jove Club’, ‘we’, ‘us’ or ‘our’.
And you are you!
These terms and conditions apply to all trips, adventures or Jove Adventures we offer (Jove Adventures) via our website www.thejoveclub.com (Website), including any ancillary services we provide as part of the Jove Adventure (Services). Jove Adventures are only available to Jove Club Members (Membership), and additional terms and conditions of your Membership will apply in addition to these terms, which are available here.
YOUR KEY INFORMATION
The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all Services available on the Website are as described, fit for purpose and of satisfactory quality and so nothing in these terms affects statutory rights.
This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133. The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully. If you have any questions about this contract or any orders you have placed, please contact us by sending an email to: admin@thejoveclub.com
1 JOVE ADVENTURE
1.1 JOVE ADVENTURE INCLUSIONS
(a) We offer various Jove Adventures as set out on our Website.
(b) Each Jove Adventure will only include the inclusions as set out on our Website at the time of placing a Booking (as defined in clause 2.1(a)).
(c) At the time of placing a Booking, you will have the opportunity to review the inclusions/exclusions of each Jove Adventure, including the schedule and dates.
(d) Flights and other transportation to the Jove Adventure (unless otherwise specified in writing) are not included in your Booking. You are responsible for arranging your own transportation to the Jove Adventure, including, if the Jove Adventure is located outside of the United Kingdom, arranging any necessary passport, visa or travel permit required to travel to that location.
1.2 JOVE ADVENTURE VARIATIONS
(a) We reserve the right, at any time, to reschedule, or vary the schedule of the Jove Adventure, including the advertised schedule, activities or programs operated at the Jove Adventure, venue(s), accommodation arrangements and any other ticket categories.
(b) We may need to reschedule the dates of the Jove Adventure in certain circumstances – where the Jove Adventure is rescheduled to a new date (Rescheduled Jove Adventure), you may either:
(i) Attend the Rescheduled Jove Adventure; or
(ii) If you are unable to attend the Rescheduled Jove Adventure, we will issue you with a refund of the Fees paid for the Jove Adventure.
(c) To the extent permitted by law, where we cancel or vary a Jove Adventure, we will not be liable for any other loss, damage, charge or expense (including special, incidental or consequential) incurred by you as a result of such cancellation or variation including without limitation the costs of any travel to the Jove Adventure. You incur such expenses at your own risk.
1.3 MEALS AND ACCOMODATION
(a) If the Jove Adventure includes food and drinks to be provided this will be stated on our Website. You agree that:
(i) the meals may be provided by third parties service providers (e.g. restaurants or hotels) and you are responsible for confirming with that service provider that they are suitable for your consumption based on your personal dietary requirements;
(ii) you must notify us at the time you make a Booking as set out in clause 1 if you have any food allergies, intolerances, medical conditions or other dietary requirements; and
(iii) while we will use our best endeavours to ensure all meals consider food allergies and intolerances, we cannot guarantee any meals will be suitable and you will be responsible for confirming this with the third party service providers and/or making alternative arrangements.
(b) If alcoholic beverages are included as part of the Jove Adventure:
(i) we do not condone excessive or binge drinking and promote responsible drinking of alcohol;
(ii) you must always abide by laws regarding lawful drinking practices;
(iii) you must not participate in any physical activities at the Jove Adventure while under the influence of alcohol or any other drugs or illicit substances as those substances impair your ability to participate safely and may result in significant injury or death to you or others; and
(iv) we reserve the right to refuse your further participation in the Jove Adventure if we suspect that you have not complied with this clause (in which case you will not be entitled to any refund).
(c) If the Jove Adventure includes accommodation, you acknowledge and agree that the accommodation is a shared space (which may be occupied by other parties not affiliated with Jove Club) and you are responsible for ensuring your own safety and bringing any additional items you may need during the Jove Adventure.
1.4 ATTENDEE CONDITIONS
(a) You may be denied entry into the Jove Adventure, or removed from the Jove Adventure if you fail to follow these terms or where we have reasonable grounds to do so including (without limitation) where we believe that you have engaged in any illegal or disruptive activities, you are intoxicated, under the influence of illicit substances, represent a security risk, or have acted in a manner which affects the enjoyment of the other attendees at the Jove Adventure or the public. If you are removed or denied entry from the Jove Adventure you will not be entitled to any refund.
(b) You acknowledge at all times you are solely responsible and liable for your own behaviour and wellbeing while participating in any activities at the Jove Adventure and you must comply with the Jove Club Member Rules at all times.
(c) The Jove Adventure is also subject to any additional terms and conditions of the owner or licensor of the venue at which the Jove Adventure is held (if any). Admission to the Jove Adventure is subject to any of the venue conditions. You agree to comply with all reasonable instructions issued by us or by the owner or licensor of the venue.
2. BOOKING A JOVE ADVENTURE
(a) By booking a Jove Adventure using the Website’s functionality (Booking) you represent and warrant that:
(i) you have the legal capacity to enter into a binding contract with us;
(ii) you are at least 18 years of age; and
(iii) you are authorised to use the debit or credit card you provide with your Booking.
(b) Making a Booking constitutes your intention and offer to enter into a contract with us where we will provide you with the Jove Adventure you have booked in exchange for your payment of the total amount listed upon checkout.
(c) When making a Booking, you will be required to fill out a form completed via our Website, (Booking Form), including information such as:
(i) your basic information; and
(ii) the Services we will provide you.
(d) We understand that everyone is unique and has their own preferences, sensitivities and history. If there is anything that you think we should know about you before you attend the Jove Adventure, please let us know so that we can accommodate your needs to the best of our ability. This includes:
(i) any previous or current medical conditions, illnesses or injuries;
(ii) any allergies, intolerances or dietary requirements; and
(iii) anything else that affects your health, wellbeing or behaviour.
(e) We reserve the right to refuse to provide the Jove Adventure (by cancelling your Booking and refunding any Fees paid) to any person we deem unfit or unsafe for the Jove Adventure, in our sole discretion.
(f) You represent and warrant that:
(i) the information you have provided is accurate and up-to-date;
(ii) you will provide us with any of your pre-existing health conditions; and
(iii) you will notify us as soon as reasonably practicable if any of your circumstances change.
(g) If we discover that any of the information you have supplied to us is inaccurate, we may, at our discretion, refuse to provide the Services to you.
3 ACCOUNTS & MEMBERSHIP
(a) Jove Adventures are reserved for Jove Club Members only, unless otherwise agreed in writing. Therefore, in order to make a Booking (and use most of the functionality of the Website) you are required to sign-up, register and receive an account through the Website including having an active Jove Club Membership (an Account).
(b) As part of the Account registration process and as part of your continued use of the Website, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by us from time to time.
(c) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(d) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account. We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these terms.
4 DISCLAIMER
4.1 RISK
(a) You acknowledge and agree that your participation and attendance at a Jove Adventure is at your own risk. We provide each Jove Adventure (including any Services) on an “as- is” basis and whilst every effort is made to ensure the information provided through the Jove Adventure is accurate, we make no representations and give no warranties about the currency, suitability, reliability, availability, timeliness and/or accuracy of anything contained in the Services and each Jove Adventure for any purpose.
(b) You acknowledge and agree that any information made available in connection with the Jove Adventure is general in nature and does not constitute medical, legal, financial, business or any other type of advice. Any information provided to you and in any linked or referred to materials or websites is not and should not be construed as medical, legal, financial or business advice. Information provided during the provision of the Services and each Jove Adventure by us and our associated companies, staff, presenters and volunteers is for educational and informational purposes only.
(c) The Services may provide support, guidance and tools to assist you to participate in parts of the Jove Adventure, but any decision you make, and the consequences that flow from such decisions, are your sole responsibility. We will not be responsible for any decisions that you make, nor any loss, damage, charge or expense (including special, incidental or consequential) that may arise out of any decision made by you at any time.
(d) Nothing on the Website or any of the Services is a promise or guarantee of results or future earnings. Any information given (including case studies) is purely based on experience and is for illustrative purposes only. Information provided may not always be tailored specifically for your personal or business needs. You understand that because of the nature and extent of the Services, the results experienced by each person may significantly vary.
(e) Any testimonials and examples within any marketing materials are not to be taken as a guarantee that you will achieve the same or similar results.
(f) You should not rely on any information contained in the Services in making medical, health-related, business, legal or financial decisions.
(g) The Jove Adventure may include physical activities and your participation in the Jove Adventure includes the risk of physical injury which may be serious and disabling.
(h) Before participating in any activity, you must evaluate whether your current skills and physical condition allow you to participate in a safe manner.
(i) If you have any injuries or medical conditions, including pregnancy, you must inform Jove Club before the Jove Adventure or the start of any class, lesson or activity forming part of the Jove Adventure. You must not participate in the Jove Adventure if your participation in any classes, lessons or activities may increase your risk of further injury or if it is unsafe for you.
(j) You assume full risk and responsibility for your participation in the Jove Adventure. You acknowledge and agree that none of the staff at Jove Club are medical professionals and should not be relied on as such. If at any time you feel dizzy, faint, unwell, discomfort or pain, you must stop participating in the class, lesson or activity.
(k) If you sustain an injury, you must immediately stop participating in the class, lesson or activity and seek medical attention.
(l) If you notice an unsafe situation during a class, lesson or activity or notice another participant with an injury, you must immediately notify Jove Club.
(m) You are responsible for bringing any equipment or additional items you need for the Jove Adventure. We will not be responsible for any loss, damage or theft of any of your equipment or other items that you bring with you to the Jove Adventure.
(n) You acknowledge and agree that, during the Jove Adventure, Jove Club may request that you sign an additional waiver or any other document prior to participating in any class, lesson or activity.
4.2 CLIENT REPRESENTATIONS
(a) You acknowledge and warrant that you:
(i) understand the risks and requirements of the activities that you will participate in as part of the Jove Adventure and your Booking;
(ii) possess the necessary fitness and are physically able to participate in all activities that form part of the Jove Adventure; and
(iii) do not have any medical conditions or mobility issues which may affect your ability to participate in the activities including in a Jove Adventure which have not been notified to Jove Club.
(b) You acknowledge that Jove Club may, in their discretion, refuse to allow you to participate in an activity if they do not believe that you are fit to participate and may not offer you a refund of any Fees paid by you in respect of all or part of the Booking.
5 TRAVEL OBLIGATIONS
If you are attending a Jove Adventure which requires you to travel internationally to the destination where the Jove Adventure is being held, this clause 4 will apply.
5.1 PASSPORT AND VISA
(a) You acknowledge and agree that all travellers in connection with a Booking must have a valid passport, and if applicable, a valid visa, or other travel permit, for international travel.
(b) You acknowledge and agree that:
(i) it is solely your responsibility to ensure that you have a passport and/or visa that complies with any entry and exit requirements of the countries you intend to travel to;
(ii) you will advise us at the time of making your Booking, if you do not have a valid passport, visa or other travel permit for the destination you intend to travel to;
(iii) any information we provide to you regarding passport and/or visa requirements are of general nature only and should not be relied upon you as professional advice; and
(iv) Jove Club will not be liable to you for any losses whatsoever that you incur in connection with any issues with your passport and/or visa, including but not limited to fines, penalties, ticket cancellations or denied entry into a country.
5.2 INSURANCE
(a) You acknowledge that travel insurance is a mandatory element of some travel arrangements and it is solely your responsibility to obtain insurance that will cover you and all travellers in connection with a Booking or Jove Adventure. Unless explicitly stated otherwise, travel insurance is not included as part of your Booking.
(b) We strongly encourage you to take out adequate travel insurance to cover you in all of the regions you will visit, and any Jove Adventure you will be attending, and any cancellations, medical and repatriation expenses, personal injury and accident, contracting any illness, death and loss of personal baggage and money and personal liability and may request that you provide evidence of obtaining such insurance before completing a Booking.
6. FEES AND PAYMENT
(a) The price of a Jove Adventure is that stated on the Website or quoted to you by us at the time of submitting a Booking.
(b) All Fees are:
(i) as displayed and accepted by you at the time of checkout;
(ii) in Pounds Sterling unless otherwise indicated; and
(iii) subject to change without notice prior to your Booking (Fees).
(c) You must pay the Fees in the amounts, and on or before the due dates, set out at the time of placing a Booking and/or on an invoice issued by us to you (Invoice).
(d) You must pay the deposit via our Website at the time of Booking (Deposit). The Deposit secures your spot on the Jove Adventure and is not refundable for change of mind.
(e) We will issue an Invoice to you for the payment of any remaining Fees. You must pay the Fees in accordance with the remittance method set out in an invoice.
(f) If you fail to make a payment of the Fees when they become due, including by any dates specified when you make a Booking or as indicated in any Invoice, we reserve the right to cancel your Booking and retain any deposit paid.
(g) We may use third-party payment providers (Payment Providers) to collect payments for Tickets, currently Stripe. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Fees. Stripe’s terms are available at https://stripe.com/gb/legal.
(h) You acknowledge and agree that:
(i) the prices are set by Jove Club and subject to availability, and changes based on factors such as currency fluctuations and accommodation price variations;
(ii) we may vary or withdraw a price at any time without prior notice to you before the commencement of a Jove Adventure;
(iii) prices quoted are based on the information which you submit to us, and we may vary the prices, if that information is incorrect; and
(iv) the price we quote to you is only guaranteed once you pay for a Booking in full and we confirm your Booking and the price in writing.
(i) In the event that we discover an error or inaccuracy in the price at which your Booking was purchased, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your Booking at the correct price or cancelling your Booking. If you choose to cancel your Booking and payment has already been debited, the full amount will be refunded back to you in accordance with our Payment Providers refund policy.
7 CANCELLATION
7.1 CANCELLATION BY YOU
(a) You may cancel your Booking by written notice to us (Notice).
(b) If the Notice is received by us:
(i) 14 days prior to the Jove Adventure start date for Jove Adventures that run for 3 days or less; or
(ii) 30 days prior to the Jove Adventure start date for Jove Adventures that run for more than 3 days, then you will be entitled to have the Fees you paid refunded, transferred or applied to a future Jove Adventure taking place within 12 months of the cancellation.
(c) If you meet the criteria set out in clause 9.1(b), we will refund the relevant Fees paid by you in accordance with our Payment Providers refund policy.
(d) If the Notice does not meet the criteria set out in clause 9.1(b) , then you will not be entitled to a refund or exchange of any Fees paid.
(e) If you fail to attend all or part of a Jove Adventure for any reason whatsoever without providing the required Notice under this clause, you will not be entitled to any refund or credit.
7.2 CANCELLATIONS BY US
(a) If we are required to cancel or reschedule a Jove Adventure before the Jove Adventure begins, we will notify you as soon as possible.
(b) If we cancel a Jove Adventure under this clause, we will refund any Fees paid.
8 INTELLECTUAL PROPERTY
You acknowledge and agree that:
(a) we own all rights, title and interest in and to all material associated with a Jove Adventure (including any material developed during the course of a Jove Adventure and the Intellectual Property contained therein), such as the content of any classes or programs (Materials); and
(b) you will not copy, reproduce, alter, modify, create derivative works, make available online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit the Materials except with our prior written permission or the relevant third party authorised to grant such permission and when doing so you must adequately acknowledge us or the relevant third party. For the purposes of this clause, “Intellectual Property” means all intellectual property rights, including without limitation inventions, patents, copyright, trademarks, know-how, processes, concepts, and any application or right to apply for registration of any of these rights throughout the world whether registered or unregistered and whether developed before or after the date of these terms.
9 PHOTOS & FILMING CONSENT
(a) You acknowledge and agree that we (or an authorised agent of ours) may take photos and/or videos of you including your participation in any classes, lessons, activities or attendance at a Jove Adventure.
(b) You authorise and consent to us using any photograph or video taken of you participating in the classes, lessons, activities or attending the Jove Adventure, for any purpose including for promotional and marketing purposes of future events.
10 THIRD PARTY CONTENT
The Website may contain text, images, data and other content provided by a third party and displayed on the Website (Third Party Content). Jove Club accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
11 THIRD PARTIES
11.1 THIRD PARTY TERMS
(a) If we need to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party, such as accommodation and food providers (Third Party Terms).
(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Website or otherwise set out in these terms), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Website or any services related to Website and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
11.2 THIRD PARTY PROVIDERS
To the extent permitted by law, neither we nor any of our directors or employees are liable for any loss or damage suffered by you in connection with third party providers over whom we have no direct control. This includes without limitation the provider of any venue or catering. Where other materials (including food or drink items) is provided by a third party provider (even when included as part of the Jove Adventure inclusions):
(a) other materials are not endorsed by us in anyway (except where we otherwise expressly advise);
(b) we do not take steps to verify the accuracy, completeness or otherwise of other materials and as such provide no warranty or representations of other materials;
(c) we are not responsible for any other materials;
(d) with respect to food or drink items:
(i) actual nutrient values, information and serving sizes labelled on the items are provided by a third party unrelated to us and we are not liable for such;
(ii) information provided by a third party is approximate and intended to be used as a guide only;
(iii) we do not guarantee that any food or drink is safe to consume, and you consume such at your own risk; and
(iv) no allergen or nutritional information provided by a third party should ever be considered a guarantee, and we will not be liable for any loss or damage arising in connection with adverse reactions to food or drink consumed or other items you may come into contact within connection with the Services.
12 CONFIDENTIALITY
You agree that:
(a) no information owned by us, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
(b) all communications involving the details of other users on the Website or other participants of the Jove Adventure are confidential and must be kept as such by you and must not be distributed nor disclosed to any third party.
13 PRIVACY
You agree to be bound by the clauses outlined in our Privacy Policy, which can be accessed here.
14 LIABILITY AND INDEMNITIES
(a) (Limitation of liability) To the maximum extent permitted by applicable law, Jove Club excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Website, Membership or any Services. This includes the transmission of any computer virus.
(b) Nothing in these terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(c) (Indemnity) You agree to indemnify Jove Club and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
(i) breach of any term of this Agreement;
(ii) negligent, fraudulent or criminal act or omission; or
(iii) use of the Website, or receipt of the Services (including attendance at any Events or your Membership).
(d) (Consequential loss) To the maximum extent permitted by law, under no circumstances will Jove Club be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Agreement or their subject matter (except to the extent this liability cannot be excluded at law).
(e) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
15 NATURE OF THE SERVICES
(a) Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this page. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
(i) contact us using the contact details at the top of this page; or
(ii) visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
(b) The services that we provide to you must be carried out with reasonable care and skill. In addition:
(i) where the price has not been agreed upfront, the cost of the services must be reasonable; and
(ii) where no time period has been agreed upfront for the provision of the services, we must carry out the services within a reasonable time.
(c) Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
(d) If the services we have provided to you are faulty, please contact us via our Website.
16 IF THE PARTIES HAVE A DISPUTE
(a) A party claiming that a dispute has arisen under or in connection with this Agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this Agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Notwithstanding the above, in case any dispute arises as to the meaning or interpretation of Jove Club Member Rules, the dispute shall be first referred to the Management, whose decision with respect to your Membership shall be final and without appeal.
(d) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
17 FORCE MAJEURE
(a) A ‘Force Majeure Jove Adventure’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strike or other industrial action;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) decision of a government authority in relation to COVID-19, or other epidemic or pandemic, to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
(b) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Jove Adventure, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Jove Adventure; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(c) Subject to compliance with clause 30(b), the relevant obligation will be suspended during the Force Majeure Jove Adventure to the extent that the obligation is affected by the Force Majeure Jove Adventure.
(d) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Jove Adventure as quickly as possible and resume performing the relevant obligation.
18 NOTICES
(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Booking Form and the email’s subject heading must refer to the name and date of this agreement.
(b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
(c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
19 GENERAL
19.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 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 this agreement or its subject matter or formation.
19.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
19.3 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
19.4 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
19.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
19.6 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
19.7 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
19.8 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
19.9 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation;
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) (currency) a reference to £ or GBP is to pound sterling currency unless otherwise agreed in writing.