TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES

Your attention is particularly drawn to the provisions of clause 16 (Limitation of liability).

ABOUT US

COMPANY DETAILS. Winter & Co. UK Limited (company number 00998715) (we and us) is a company registered in England and Wales, and our registered office is at Stonehill, Huntingdon, Cambridgeshire PE29 6ED. Our main trading address is at Stonehill, Huntingdon, Cambridgeshire PE29 6ED. Our VAT number is GB 233 46 50 80. We operate the website https://webshop.winter-company.com

CONTACTING US. To contact us, telephone our customer service team at 01480 377177 or email us at sales@winteruk.com. How to give us formal notice of any matter under the Contract is set out in clause 21.2.

OUR CONTRACT WITH YOU

OUR CONTRACT. These terms and conditions (Terms) apply to the order by you and supply of Goods and Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

Language. These Terms and the Contract are made only in the English language.

PLACING AN ORDER AND ITS ACCEPTANCE

Quotations. Any quotation we provide is for information only and is binding on us only if, and to the extent, that it is incorporated in an Order Confirmation (as defined in clause 3.6), at which point the Contract shall come into existence. A quotation shall only be valid for a maximum period of 30 working days from its date of issue.

Placing your order online. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the goods (Goods) and/or the services (Services) specified in the order subject to these Terms.

Placing your order offline. Each order for the goods (Goods) and/or the services (Services) requested by you verbally or in writing is an offer by you to buy such Goods and/or Services subject to these Terms.

Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.6.

Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract

between you and us will come into existence. The Contract will relate only to those Goods and/or Services confirmed in the Order Confirmation.

If we cannot accept your order. If we are unable to supply you with the Goods and/or Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods and/or Services, we will refund you the full amount.

CANCELLING YOUR ORDER

You may cancel the Contract, if you notify us as set out in clause 4.2 within 7 days of your receipt of the Order Confirmation. In relation to Services, you cannot cancel the Contract once we have completed the Services. In relation to Goods, you cannot cancel mill making orders or orders for Goods that are bespoke unless we agree to such cancellation in writing.

To cancel the Contract, you can email us at sales@winteruk.com or contact our Customer Services team by telephone on 01480 377177 or by post to Stonehill, Huntingdon, Cambridgeshire PE29 6ED. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.

If Goods have been dispatched or delivered to you before you decide to cancel the Contract, then you must return them to us (in undamaged, resalable condition) without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send them back or hand them to our authorised carrier.

If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with clause 4.2. Cancellations of orders for Goods are subject to an administrative charge of 10% of the value of the Contract which shall be deducted from any refund payable to you which will only be payable following your return of the Goods pursuant to clause 4.3. If any Goods returned are damaged or otherwise not in a saleable condition, any refund will be reduced accordingly.

OUR GOODS

The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.

Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.

Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site or in our brochures and catalogues have a 10% tolerance.

The packaging of your Goods may vary from that shown on images on our site or in our brochures and catalogues.

We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

OUR SERVICES

Descriptions and illustrations. Any descriptions or illustrations on our site, in advertisements or in our brochures and catalogues are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

Compliance with specification. Subject to our right to amend the specification (see clause 6.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website or in the current brochure or catalogue at the date of your order in all material respects.

Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you of any such amendment.

Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

YOUR OBLIGATIONS

It is your responsibility to ensure that:

• the terms of your order are complete and accurate;
• you cooperate with us in all matters relating to the Services;
• you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• you comply with all applicable laws;
• you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
• If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (Your Default):
• we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 18 (Termination);
• we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
• it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

DELIVERY AND TRANSFER OF RISK

We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 19 for our responsibilities when this happens.

Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order or collected by you or a carrier organised by you to collect them from us and the Goods will be at your risk from that time.

If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If you fail to take delivery within 7 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and, without limiting our rights, charge you for reasonable costs and expenses related to storage (including insurance) and selling, and for any shortfall below the price of the Goods.

If we deliver up to and including 20% more or less than the quantity of Goods ordered, you may not reject them.

We may deliver the Goods by instalments, which in the case of offline sales, shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

DELIVERY AND SUPPLY IN UK ONLY

Unfortunately, we are unable to deliver the Goods or provide the Services to addresses outside the UK.

You may place an order for the Goods and/or Services from an address outside the UK, but the order must be for delivery and supply to an address in the UK.

TITLE

Title to the Goods shall not pass to you until the earlier of:

• us receiving payment in full (in cash or cleared funds) for the Goods and any other goods (including all applicable delivery and other charges) that we have supplied to you 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
• your resale or use of the Goods, in which case title to the Goods shall pass to you at the time specified in clause 10.3.
• Until title to the Goods has passed to you, you must:
• store the Goods separately from all other goods you hold so that they remain readily identifiable as our property;
• not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
• notify us immediately if it becomes subject to any of the events listed in clause 18.1.3 to clause 18.1.5; and
• give us such information as we may reasonably require from time to time relating to:
• the Goods; and
• your ongoing financial position.
• Subject to clause 10.4, you may resell or use the Goods in the ordinary course of its business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
• you do so as principal and not as our agent; and
• title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.
• At any time before title to the Goods passes to you, we may:
• by notice in writing to you, terminate your right under clause 10.3 to resell the Goods or use them in the ordinary course of your business; and
• require you to deliver up all Goods in its possession and control that have not been resold, or irrevocably incorporated into another product, and if you fail to do so promptly, enter any of your premises or those of any third party where the Goods are stored, to recover them. You shall procure entry to any such third party's premises if we request you to do so.

QUALITY OF GOODS

Some of the Goods we sell to you come with a manufacturer's guarantee, where we are not the manufacturer. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.

We warrant that, on delivery, the Goods shall:

• conform in all material respects with their description and any applicable specification;
• be free from material defects in design, material and workmanship;
• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• be fit for any purpose held out by us.
• Subject to clause 11.3, if:
• you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;
• we are given a reasonable opportunity of examining such Goods; and
• you (if asked to do so by us) return such Goods to our place of business at the your cost,
• we shall, at our option and to the extent that we agree that such Goods do not comply with the warranty set out in clause 11.1, replace the defective Goods, or refund the price of the defective Goods in full.
• We shall not be liable for the Goods' failure to comply with the warranty set out in clause 11.1 if:
• you make any further use of such Goods after giving a notice in accordance with clause 11.2.5;
• the defect arises because you failed to follow our 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;
• the defect arises as a result of us following any drawing, design or specification supplied by or on behalf of you;
• you alter or repair such Goods without our written consent;
• the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
• the Goods differ from their description or any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Except as provided in this clause 11, we shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in clause 11.1.

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.

These Conditions shall apply to any replacement Goods we supply.

PRICES OF GOODS AND DELIVERY CHARGES AND CHARGE FOR SERVICES

For orders placed online, the prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 12.4 for what happens if we discover an error in the price of Goods you ordered. In respect of orders placed offline, the prices of the Goods are as set out in the Order Confirmation.

Prices for our Goods may change from time to time, but changes will not affect any order you have already placed online, unless clause 12.4 applies.

The price of the Goods does not include delivery charges including the cost of packaging and insurance. Our delivery charges are as advised to you during the check-out process, before you confirm your order when ordering online. To check relevant delivery charges, please refer to our Shipping Information page.

We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 12.

The Charges are the prices quoted on our published price list at the time you submit your order.

If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 12.9 for what happens if we discover an error in the price of the Services you ordered.

It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

For orders placed offline, we reserve the right to increase the price of the Goods, by giving you notice at any time before delivery, to reflect any increase in the cost of the Goods to us that is due to:

any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

any request by you to change the delivery date(s), quantities or types of Goods ordered, or any specification; or

any delay caused by any of your instructions in respect of the Goods or your failure to give us adequate or accurate information or instructions in respect of the Goods.

If we give notice of a price increase pursuant to clause 12.10, you may cancel your Order by giving us two working days’ notice in writing following receipt of our notice.

All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you must pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.

HOW TO PAY

For online orders of Goods and Services, you can only pay for Goods and Services using a debit card or credit card following registration of an account on our site. We accept all major credit and debit cards.

Payment for the Goods and Services and all applicable delivery charges is due in advance. We will charge your debit card or credit card when you place your order for Goods.

For any failed or cancelled payments, a £20 administration fee will be levied.

For orders of Goods and Services placed offline. We shall invoice you for Goods and Services ordered offline on or at any time after we notify you that the Goods are ready for dispatch or collection (as applicable).

You shall pay each invoice we submit:

• within 30 days of the date of the invoice or in accordance with any credit terms agreed by us and confirmed in writing to you; and
• in full and in cleared funds to a bank account nominated in writing by us,
• and time for payment shall be of the essence of the Contract.

If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 18 (Termination), you will have to 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 13.4 will accrue each day at 4% a year above National Westminster Bank Plc's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

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

If any moneys due to us are overdue, without prejudice to any other rights or remedies available to us, we may suspend further deliveries under the Contract or any other contract with you or to cancel any Contract with you and the Company may recover the Goods in accordance with clause 10.

If we withhold future delivery of Goods due to clause 13.8, fulfilment of outstanding orders to you will only be accepted if you agree to accept liability for and indemnify us against all costs and expenses we incur or suffer in the processing of any such orders.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us or our licensors.

We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence or, in the case of any third party intellectual property rights, a sub-licence (subject to the terms on which such third party intellectual property rights are licensed to us) during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 14.2.

You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

HOW WE MAY USE YOUR PERSONAL INFORMATION

We will use any personal information you provide to us to:

• provide the Services;
• process your payment for the Goods and/or Services; and
• inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

We will process your personal information in accordance with our privacy policy, which can be found [PRIVACY POLICY LINK], the terms of which are incorporated into this Contract.

LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
• defective products under the Consumer Protection Act 1987; or
• any other liability that cannot be limited or excluded by law.
• Subject to clause 16.1, we will not be liable to you, in any circumstances for:
• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• any indirect or consequential loss.

Subject to clause 16.1, our total liability to you arising under or in connection with the Contract, shall not exceed the total amount paid by you to us for the Goods and Services under the Contract.

We have given commitments as to compliance of the Services with the relevant specification in clause 6.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms of Service[LINK TO WEBSITE TERMS AND CONDITIONS OF USE].

This clause 16 will survive termination of the Contract.

CONFIDENTIALITY

We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, know how, customers, clients or suppliers, except as permitted by clause 17.2.

We each may disclose the other's confidential information:

to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 17; and

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

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

Termination. Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you or performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;

you fail to pay any amount due under the Contract on the due date for payment;

you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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;

you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

Consequences of termination

On termination of the Contract, subject to clause 18.2.2, you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

On termination of the Contract for any reason:

you must immediately pay all our outstanding unpaid invoices and interest in respect of Goods and/or Services already supplied and, in respect of any Goods and/or Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable immediately on receipt; and

if any Goods and/or Services are still a work in progress at the time of termination, to the extent that you have paid our charges to date, we shall deliver such Goods to you.

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

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

EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

we will contact you as soon as reasonably possible to notify you; and

our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in supplying any Goods and performing the Services up to the date of the occurrence of the Event Outside Our Control.

NON-SOLICITATION

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

COMMUNICATIONS BETWEEN US

When we refer to "in writing" in these Terms, this includes email.

Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

A notice or other communication is deemed to have been received:

• if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
• if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
• if sent by email, at 9.00 am the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

GENERAL

Assignment and transfer

We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you if this happens.

You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing in advance.

Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect and we will each negotiate in good faith to replace any unlawful or unenforceable provision with one that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.