DEFINITIONS AND INTERPRETATION

Advertisement: the content of the billboard ordered by the Customer and supplied by the
Company.

Affiliate: means any entity that directly or indirectly Controls, is Controlled by or is under
common Control with, another entity.
Billboard: the billboard upon which the Advertisement is to be placed by the Company.
Business Day: means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England.Company: means Synergy Media Holdings Limited (registered number: 09589267 and/or Billboard Media whose registered offices are at 1 Fore St Ave, London EC2Y 9DT. Confidential Information: means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract.
Confirmation: the email confirmation sent by the Company to the Customer attaching
these Terms setting out the Contract.
Contract: means the agreement between the Company and the Customer for the sale and
purchase of the Services incorporating these Terms, the Confirmation and the Order.
Customer: means the person who purchases the Services from the Company and whose
details are set out in the Order.Deliverables: any deliverables agreed to be supplied by the Company to the Customer.
Force Majeure: means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster
recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Company’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay.
Intellectual Property: means copyright, patents, know-how, trade secrets, trade marks,
trade names, design rights, rights in get-up, rights in goodwill, trade names and rights in
confidential.Location: means the address(es) and locations of the billboards that will display the Advertisement.
Order: means the Customer’s order for Services as detailed in the Confirmation.
Price: has the meaning given in clause 3.
Rights: information, rights to sue for passing off, domain names and all similar rights and, in each case:
whether registered or not;
including any applications to protect or register;
including all renewals and extensions of such rights or applications;
whether vested, contingent or future; and
to which the relevant party is or may be entitled; and
whichever part of the world existing.
Services: means the location and placement services set out in the Order (including the
provision of Deliverables if applicable) to be supplied by the Company to the Customer.
Specification: means the description or specification of the Services set out or referred to
in the Order.

Terms: means the Company’s terms and conditions of sale set out in this document
VAT: means value added tax under the Value Added Taxes Act 1994 or any other similar
sale or fiscal tax applying to the supply of the Services.
1.1 In these Terms, unless the context otherwise requires:
1.1.1 a reference to the Contract includes these Terms, the Order, and their respective
schedules, appendices and annexes (if any);
1.1.2 any clause, schedule or other headings in these Terms are included for convenience only and shall have no effect on the interpretation of these Terms;
1.1.3 a reference to a ‘party’ means either the Company or the Customer and includes that party’s personal representatives, successors and permitted assigns;
1.1.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in
each case whether or not having separate legal personality) and that person’s personal
representatives, successors and permitted assigns
1.1.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.1.6 a reference to a gender includes each other gender;
1.1.7 words in the singular include the plural and vice versa;
1.1.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any
word, phrase, term, definition or description preceding those words;
1.1.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);
1.1.10 a reference to legislation is a reference to that legislation as amended, extended, reenacted or consolidated from time to time except to the extent that any such amendment,
extension or re-enactment would increase or alter the liability of a party under the
Contract; and
1.1.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any
jurisdiction other than England, be deemed to include a reference to that which most
nearly approximates to the English equivalent in that jurisdiction.

2. APPLICATIONS OF THESE TERMS

2.1 These Terms apply to and form part of the Contract between the Company and the
Customer. They supersede any previously issued terms and conditions of purchase or
supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s
purchase conditions, Order, confirmation of order, specification or other document shall
form part of the Contract except to the extent that the Company otherwise agrees in
writing or as contained in the Confirmation.
2.3 No variation of these Terms, an Order or the Contract, shall be binding unless expressly
agreed in writing by the Company.
2.4 Each Order shall be an offer to purchase Services subject to these Terms.
2.5 The Company may accept or reject an Order at its discretion. An Order shall not be
accepted, and no binding obligation to supply any Services shall arise, until the Company
has issued the Confirmation or the Company performs the Services or notifies the
Customer that they are ready to be performed at which point the Contract is formed.
Rejection by the Company of an Order, including any communication that may
accompany such rejection, shall not constitute a counter-offer capable of acceptance.
2.6 The Company may issue quotations from time to time. Quotations are invitations to treat
only. They are not an offer to supply Services and are incapable of being accepted.
2.7 Marketing and other promotional material relating to the Services are illustrative only and
do not form part of the Contract.

3. PRICE
3.1 The Price payable by the Customer to the Company shall be as set out in the
Confirmation or, in default of such provision, shall be calculated in accordance with the
Company’s scale of charges as advised by the Company before the date of the Order.
3.2 The Price is exclusive of VAT. The Customer shall pay any applicable VAT to the
Company on receipt of a valid VAT invoice.
3.3 The methods of payment accepted by the Company are BACs, Chaps or cash to account.
Cheques are not accepted by the Company.

4. PAYMENT AND CREDIT LIMITS
4.1 The Company will issue an invoice for the Services and the Customer shall pay all
invoices in full without deduction or set-off immediately, in cleared funds, to the bank
account nominated by the Company.
4.2 Time for payment is of the essence.
4.3 Where sums due under these Terms are not paid in full by the due date the Company may,
without limiting its other rights;
4.3.1 charge interest on such sums at 4% a year above the base rate of the Bank of England
from time to time in force, interest shall accrue on a daily basis, and apply from the due
date for payment until actual payment in full, whether before or after judgment;
4.3.2 immediately suspend provision of the Services without liability to the Customer or any
other third party; and/or
4.3.3 if the Customer has a set duration for display of the Advertisement, the Company shall be
entitled to revoke the remainder of the duration with immediate effect and remove the
Advertisement (if already placed), the costs of which shall be payable by the Customer
and added to the outstanding amount.
4.4 If the Advertisement is on a renewal contract and the Customer fails to pay all sums due in
respect of the renewal period on request, the Company reserves the right to remove the
Advertisement from the Billboard and re-sell the space without liability to the Customer.
4.5 The Company will not provide a credit limit at any time.

5. DELIVERY AND PERFORMANCE
5.1 Each delivery or performance of the Services shall be followed by a confirmation email to
the Customer confirming the successful erection of the Advertisement.
5.2 Time is not of the essence in relation to the performance or delivery of the Services. The
Company shall use its reasonable endeavours to meet estimated dates for delivery and
performance, but any such dates are approximate only.
5.3 The Company shall not be liable for any delay in or failure of performance caused by:
5.3.1 the Customer’s failure to:
5.3.1.1 provide the Company with the required Advertisement;
5.3.1.2 provide the Advertisement design specification; or
5.3.1.3 provide the Company with adequate instructions for performance; or
5.3.2 Force Majeure.

6. SUPPLY OF ARTWORK & BILLBOARD
6.1 If the Customer is supplying the artwork for the Advertisement, following the Order, the
Company shall inform the Customer of the specification for the requested Location. The
final Advertisement must be supplied by the Customer within 7 days of the Order. The
Company shall not make any alterations or changes to the Advertisement without the
Customer’s consent.
6.2 The Company can provide the artwork for the Advertisement via an external designer for
a fee of £250 plus VAT, which is payable prior to work commencing.
6.3 If the Company is providing the Advertisement in accordance with clause 6.2, all logos
and images provided by the Customer shall comply with the Company and/or the
designer’s specification and must be a minimum of 300 DPI.
6.4 The Customer shall provide text required for the Advertisement and a written description
of what its requirements within 2 days of the Order with the first proof being available 72
hours after Order.
6.5 The Customer acknowledges that the performance by the Company of its obligations is
dependent on the Customer promptly supplying accurate information and complying with
its respective obligations under these Terms. Accordingly, the Company shall have no
liability to the Customer or any third party for any delay or non-performance by it as a
result.
B012618 1 Terms and Conditions – SP_3015222_1.doc
6.6 The Customer undertakes that it shall not and shall ensure that no one else shall, on its
behalf tamper with and/or affix things to the Billboard. Any fixings/tampering with the
Billboard shall be charged to the Customer at the Company’s current rates.

7. ERECTION OF ADVERTISEMENT
7.1 The Company shall erect the Advertisement, or arrange for the erection of the
Advertisement at the Location.
7.2 The Company may charge, on top of the Price, for any non-standard erection which shall
be payable by the Customer in accordance with these Terms.
7.3 The length of the display as detailed in the Confirmation shall start from the erection date
or 21 days after the Order, whichever is sooner.
7.4 If the Advertisement is damaged by the Company, the Company shall use a spare
Advertisement as supplied by the Customer. This shall be erected within 10 days of being
notified of the damage. If a spare has not been provided by the Customer, the Company
shall arrange for the production of a spare at the Customer’s expense. Any re-print shall
be done in the exact same form, font and text as the original Advertisement.
7.5 Any damage caused by a third party to the Advertisement, the Customer or Force Majeure
may be rectified by the Company on request, but at the Company’s current rates and shall
be dealt with as anticipated by clause 7.4.
7.6 Advertisements will be displayed for the duration as set out in the Confirmation, subject to
the provisions of these Terms.

8. ADVERTISEMENT CONTENT
8.1 The Customer warrants to the Company that:
8.1.1 the Advertisement is accurate where it states facts;
8.1.2 any opinions stated in the Advertisement are genuinely held; and
8.1.3 the Advertisement complies with all applicable laws in the UK.
8.2 The Customer warrants that the Advertisement does not:
8.2.1 contain any material which is defamatory, libellous, fraudulent or misleading of any
person;
8.2.2 contain any material which is obscene, offensive, hateful or inflammatory;
8.2.3 promote sexually explicit material;
8.2.4 promote violence;
8.2.5 promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation or age;
8.2.6 infringe any copyright, database right or trade mark of any other person;
8.2.7 promote any illegal activity;
8.2.8 give the impression that it emanates from the Company;
8.2.9 advocate, promote or assist any unlawful act such as (by way of example only) copyright
infringement or computer misuse;
8.2.10 be likely to deceive any person; or
8.2.11 be made in breach of any legal duty owed to a third party, such as a contractual duty or a
duty of confidence.
8.3 The Customer warrants that the Advertisement is not:
8.3.1 threatening, abusive or invades another’s privacy, or causes annoyance, inconvenience or
needles anxiety;
8.3.2 likely to harass, upset, embarrass, alarm or annoy any other person; or
8.3.3 used to impersonate any person, or to misrepresent identity or affiliation with any person.

9. BILLBOARD
The Customer acknowledges that it does not own and has no right in respect of the
Billboard or any Intellectual Property Rights in the Advertisement created by the
Company for the Customer which is and remains the property of the Company and/or its
licensors. The Services comprise the erection and display of the Advertisement on the
Billboard for the period specified in the Confirmation only. Accordingly, the Customer
agrees not to do anything to affect the Company’s rights.

10. WARRANTY
10.1 The Company shall supply the Services with reasonable care and skill within the meaning
of the Supply of Goods and Services Act 1982, Part II, section 13.
10.2 The Customer warrants that:
10.2.1 it has provided the Company with all relevant, full and accurate information as to the
Customer’s business and needs;
10.2.2 it is authorised to make the Order;
10.2.3 it has the right to publish the contents of the Advertisement, without infringement of any
rights of any third party including, without limitation, Intellectual Property Rights;
10.2.4 in the case of any Advertisement which contains the name or pictorial representation,
whether photographic or otherwise, of any living person or any part of the anatomy of any
living person and any material by which any living person may be identified, the
Customer has obtained the authority of that living person to make use of his name,
identity, representation and/or copy; and
10.2.5 it agrees to indemnify the Company forthwith on demand and hold the Company harmless
against any and all expenses, damages and losses of any kind (including reasonable legal
fees and costs) incurred by the Publisher in connection with any claims, actual or
threatened, of any kind (including, without limitation, any claim of trademark or copyright
infringement, libel, defamation, breach of confidentiality, false or misleading advertising
or sales practices) arising from the Advertisement and/or any material of the Customer to
which users can link through the Advertisement.
10.3 The provisions of these Terms shall apply to any Services that are corrected, remedied or
re-performed with effect from delivery or performance of those Services.
10.4 Except as set out in this clause 10:
10.4.1 the Company gives no warranty and makes no representations in relation to the Services;
and
10.4.2 shall have no liability for their failure to comply with the warranty in clause 10.1; and
10.4.3 all warranties and conditions (including the conditions implied by ss 12–16 of the Supply
of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether
express or implied by statute, common law or otherwise are excluded to the extent
permitted.

11. INDEMNITY AND INSURANCE
The Customer shall indemnify, and keep indemnified, the Company from and against any
losses, damages, liability, costs (including legal fees) and expenses incurred by the
Company as a result of or in connection with the Customer’s breach of any of the
Customer’s obligations under the Contract.

12. LIMITATION OF LIABILITY
12.1 The extent of the parties’ liability under or in connection with the Contract (regardless of
whether such liability arises in tort, contract or in any other way and whether or not
caused by negligence or misrepresentation) shall be as set out in this clause 12.
12.2 Subject to clauses 12.5 and 12.6, the Company’s total liability shall not exceed an amount
equal to [50]% of the total Price paid by the Customer [in the year preceding a claim].
12.3 Subject to clauses 12.5 and 12.6, the Company shall not be liable for consequential,
indirect or special losses.
12.4 Subject to clauses 12.5 and 12.6, the Company shall not be liable for any of the following
(whether direct or indirect):
12.4.1 loss of profit;
12.4.2 loss of data;
12.4.3 loss of use;
12.4.4 loss of production;
12.4.5 loss of contract;
12.4.6 loss of opportunity;
12.4.7 loss of savings, discount or rebate (whether actual or anticipated);
12.4.8 harm to reputation or loss of goodwill.
12.5 The limitations of liability set out in clauses 12.2 to 12.4 shall not apply in respect of any
indemnities given by either party under the Contract.
12.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not
be limited in any way in respect of the following:
12.6.1 death or personal injury caused by negligence;
12.6.2 fraud or fraudulent misrepresentation;
12.6.3 any other losses which cannot be excluded or limited by applicable law;
12.6.4 any losses caused by wilful misconduct.

13. INTELLECTUAL PROPERTY
13.1 The Customer shall indemnify the Company from and against any losses, damages,
liability, costs and expenses (including reasonable professional fees) incurred by it as a
result of any action, demand or claim that infringes the Intellectual Property Rights of any
third party (IPR Claim) for the Supplier’s use of the Advertisement.
13.2 All Advertisements remains the property of the Company and will not be returned to the
Customer, or any third party, following completion of an Order.

14. CONFIDENTIAL INFORMATION
14.1 The Customer shall keep confidential all Confidential Information of the Company and
shall only use the same as required to perform the Contract. The provisions of this clause
shall not apply to:
14.1.1 any information which was in the public domain at the date of the Contract;
14.1.2 any information which comes into the public domain subsequently other than as a
consequence of any breach of the Contract or any related agreement;
14.1.3 any information which is independently developed by the Customer without using
information supplied by the Company; or
14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of
the Contract.
14.2 This clause shall remain in force in perpetuity.
14.3 The Customer shall not make any public announcement or disclose any information
regarding the Contract, except to the extent required by law or regulatory authority.

15. FORCE MAJEURE
15.1 A party shall not be liable if delayed in or prevented from performing its obligations due
to Force Majeure, provided that it:
15.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
15.1.2 uses best endeavours to minimise the effects of that event.
15.2 If, due to Force Majeure, a party:
15.2.1 is or shall be unable to perform a material obligation; or
15.2.2 is delayed in or prevented from performing its obligations for a continuous period
exceeding 14 days.

16. RENEWAL
Except as expressly set out in the Contract, any renewal of the Contract and acceptance of
any additional Order shall be at the Company’s sole discretion. The pricing for any
renewal period will be at the Company’s current rates which are subject to amendment by
the Company from time to time.

17. TERMINATION
17.1 The Company may terminate the Contract or any other contract which it has with the
Customer at any time by giving notice in writing to the Customer if:
17.1.1 the Customer commits a material breach of the Contract and such breach is not
remediable;
17.1.2 the Customer commits a material breach of the Contract which is not remedied within 14
days of receiving written notice of such breach;
B012618 1 Terms and Conditions – SP_3015222_1.doc
17.1.3 the Customer has failed to pay any amount due under the Contract on the due date for
payment;
17.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such
that the Customer is no longer able to comply with its obligations under the Contract or
receive any benefit to which it is entitled.
17.2 The Company may terminate the Contract at any time by giving notice in writing to the
Customer if the Customer:
17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it
intends to do so;
17.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act
1986 or if the Company reasonably believes that to be the case;
17.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
17.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any
part of its undertaking, assets or income;
17.2.5 has a resolution passed for its winding up;
17.2.6 has a petition presented to any court for its winding up or an application is made for an
administration order, or any winding-up or administration order is made against it;
17.2.7 has a freezing order made against it; or
17.2.8 is subject to any events or circumstances analogous to those in clauses 17.2.1 to 17.2.7 in
any jurisdiction.
17.3 The Company may terminate the Contract at any time by giving not less than 4 weeks’
notice in writing to the Customer if the Customer undergoes a change of Control.
17.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which
may entitle the Company to terminate the Contract under this clause 16 it shall
immediately notify the Company in writing.
17.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of
the Company at any time up to the date of termination.
17.6 No money paid shall be refunded if the Customer cancels the Order.

18. DISPUTE RESOLUTION
18.1 Any dispute arising between the parties out of or in connection with the Contract shall be
dealt with in accordance with the provisions of this clause 18.
18.2 The dispute resolution process may be initiated at any time by either party serving a notice
in writing on the other party that a dispute has arisen. The notice shall include reasonable
information as to the nature of the dispute.
18.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through
the following procedures:
18.3.1 Within 7 days of service of the notice, the contract managers of the parties shall meet to
discuss the dispute and attempt to resolve it.
18.3.2 If the dispute has not been resolved within 7 days of the first meeting of the contract
managers, then the matter shall be referred to the managing directors (or persons of
equivalent seniority). The managing directors (or equivalent) shall meet within 7 days to
discuss the dispute and attempt to resolve it.
18.4 The specific format for the resolution of the dispute under clause 18.3.1 and, if necessary,
clause 18.3.2 shall be left to the reasonable discretion of the parties, but may include the
preparation and submission of statements of fact or of position.
18.5 If the dispute has not been resolved within 14 days of the first meeting of the managing
directors (or equivalent) under clause 18.3.2 then the matter may be referred to mediation
in accordance with the London Court of International Arbitration Mediation Rules.
18.6 Until the parties have completed the steps referred to in clauses 18.3 and 18.5, and have
failed to resolve the dispute, neither party shall commence formal legal proceedings or
arbitration except that either party may at any time seek urgent interim relief from the
courts or emergency arbitrator relief.

19. NOTICES
19.1 Any notice or other communication given by a party under these Terms shall:
19.1.1 be in writing and in English;
19.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
19.1.3 be sent to the relevant party at the address set out in the Contract
19.2 Notices may be given, and are deemed received:
19.2.1 by hand: on receipt of a signature at the time of delivery;
19.2.2 by [Royal Mail Recorded Signed For] post: at 9.00 am on the [second] Business Day after
posting;
19.2.3 by fax: on receipt of a transmission report from the correct number confirming
uninterrupted and error-free transmission; and
19.2.4 by email provided confirmation is sent by first class post: on receipt of a delivery email
from the correct address.
19.3 Any change to the contact details of a party as set out in the Contract shall be notified to
the other party in accordance with clause 19.1 and shall be effective:
19.3.1 on the date specified in the notice as being the date of such change; or
19.3.2 if no date is so specified, 5 Business Days after the notice is deemed to be received.
19.4 All references to time are to the local time at the place of deemed receipt.
19.5 This clause does not apply to notices given in legal proceedings or arbitration.
19.6 A notice given under these Terms is not validly served if sent by email.

20. CUMULATIVE REMEDIES
20.1 The rights and remedies provided in the Contract for the Company only are cumulative
and not exclusive of any rights and remedies provided by law.

21. TIME
21.1 Unless stated otherwise, time is of the essence for any date or period specified in the
Contract in relation to the Customer’s obligations only.

22. FURTHER ASSURANCE
22.1 The Customer shall at the request of the Company, and at the Customer’s own cost, do all
acts and execute all documents which are necessary to give full effect to the Contract.

23. ENTIRE AGREEMENT
23.1 The parties agree that the Contract and any documents entered into pursuant to it
constitutes the entire agreement between them and supersedes all previous agreements,
understandings and arrangements between them, whether in writing or oral in respect of
its subject matter.
23.2 Each party acknowledges that it has not entered into the Contract or any documents
entered into pursuant to it in reliance on, and shall have no remedies in respect of, any
representation or warranty that is not expressly set out in the Contract or any documents
entered into pursuant to it. No party shall have any claim for innocent or negligent
misrepresentation on the basis of any statement in the Contract.
23.3 Nothing in these Terms purports to limit or exclude any liability for fraud.

24. VARIATION
No variation of the Contract shall be valid or effective unless it is in writing, refers to the
Contract and these Terms and is duly signed or executed by, or on behalf of, the
Company.

25. ASSIGNMENT
25.1 The Customer may not assign, subcontract or encumber any right or obligation under the
Contract, in whole or in part, without the Company’s prior written consent, which it may
withhold or delay at its absolute discretion.
25.2 Notwithstanding clause 25.1, the Customer may perform any of its obligations and
exercise any of its rights granted under the Contract through any Affiliate provided that it
gives the Company prior written notice of such subcontracting or assignment including
the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act
or omission of its Affiliate in relation to the Customer’s rights or obligations under the
Contract shall be deemed to be an act or omission of the Customer itself.

26. SET OFF
26.1 The Company shall be entitled to set-off under the Contract any liability which it has or
any sums which it owes to the Customer under the Contract or under any other contract
which the Company has with the Customer.
26.2 The Customer shall pay all sums that it owes to the Company under the Contract without
any set-off, counterclaim, deduction or withholding of any kind, save as may be required
by law.

27. NO PARTNERSHIP OR AGENCY
The parties are independent persons and are not partners, principal and agent or employer
and employee and the Contract does not establish any joint venture, trust, fiduciary or
other relationship between them, other than the contractual relationship expressly
provided for in it. None of the parties shall have, nor shall represent that they have, any
authority to make any commitments on the other party’s behalf.

28. EQUITABLE RELIEF
The Customer recognises that any breach or threatened breach of the Contract may cause
the Company irreparable harm for which damages may not be an adequate remedy.
Accordingly, in addition to any other remedies and damages available to the Company,
the Customer acknowledges and agrees that the Company is entitled to the remedies of
specific performance, injunction and other equitable relief without proof of special
damages.

29. SEVERANCE
29.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or
unenforceable, the legality, validity and enforceability of any other provision of the
Contract shall not be affected.
29.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or
unenforceable but would be legal, valid and enforceable if some part of it was deleted or
modified, the provision or part-provision in question shall apply with such deletions or
modifications as may be necessary to make the provision legal, valid and enforceable. In
the event of such deletion or modification, the parties shall negotiate in good faith in order
to agree the terms of a mutually acceptable alternative provision.

30. WAIVER
30.1 No failure, delay or omission by the Company in exercising any right, power or remedy
provided by law or under the Contract shall operate as a waiver of that right, power or
remedy, nor shall it preclude or restrict any future exercise of that or any other right,
power or remedy.
30.2 No single or partial exercise of any right, power or remedy provided by law or under the
Contract by the Company shall prevent any future exercise of it or the exercise of any
other right, power or remedy by the Company.
30.3 A waiver of any term, provision, condition or breach of the Contract by the Company
shall only be effective if given in writing and signed by the Company, and then only in the
instance and for the purpose for which it is given.

31. COMPLIANCE WITH LAW
The Customer shall comply with all laws, enactments, regulations, regulatory policies,
guidelines and industry codes applicable to it and shall maintain such authorisations and
all other approvals, permits and authorities as are required from time to time to perform its
obligations under or in connection with the Contract.

32. CONFLICTS WITHIN CONTRACT
If there is a conflict between the terms contained in the Terms and the terms of the Order,
schedules, appendices or annexes to the Contract, the terms of the Terms shall prevail.

33. COSTS AND EXPENSES
The Customer shall pay its own costs and expenses incurred in connection with the
negotiation, preparation, signature and performance of the Contract (and any documents
referred to in it).
B012618 1 Terms and Conditions – SP_3015222_1.doc

34. THIRD PARTY RIGHTS
34.1 Except as expressly provided for in clause 34.2, a person who is not a party to the
Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999
to enforce any of the provisions of the Contract.
34.2 Any Affiliate of the Company shall be entitled under the Contracts (Rights of Third
Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any
such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

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

36. JURISDICTION
The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of, or in connection with, the
Contract, its subject matter or formation (including non-contractual disputes or claims).