Last updated April 13, 2023

Partnership Terms and Conditions

These are the terms and conditions (Conditions) of Norton Five Limited, a company registered in England and Wales with company number 11101338 whose registered office is at 43 Shakespeare Way, Warfield, Bracknell, Berkshire, United Kingdom, RG42 3AQ (Company). They govern the Contract between the Company and the Affiliate for the marketing and promotion of the Company Website via PartnerStack.

1 Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Conditions.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract.

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

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of: (i)another person (or its nominee) by way of security or in connection with the taking of security; or (ii)its nominee.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.10 A reference to writing or written includes email (provided it is supported by a valid server log) but not fax.

1.11 References to clauses and Schedules are to the clauses and Schedules of the Contract and references to paragraphs are to paragraphs of the relevant Schedule.

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

2 Basis of Contract

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

2.2 The Affiliate may only submit a request to join the Company’s Affiliate Programme using the method and following the onscreen prompts set out on PartnerStack (Request). Each Request is an offer by the Affiliate to market and promote the Company Website via PartnerStack subject to these Conditions. The Affiliate must be 18 or over to submit a Request.

2.3 The Company’s acceptance of a Request takes place when the Company approves it via PartnerStack (Affiliate Approval), at which point and on which date (Effective Date) the Contract between the Company and the Affiliate shall come into existence.

2.4 The Contract will relate only to those Affiliate Website(s) confirmed in the Affiliate Approval. Each approval is made on a website-by-website basis, for those Affiliates operating more than one website. The Affiliate must submit the uniform resource locators (URL) in respect of each Affiliate Web Link Page for which the Affiliate is seeking approval.

2.5 Any descriptions or illustrations contained in the Company Website or mobile applications are published for the sole purpose of giving an approximate idea of the products or services described in them. They shall not form part of the Contract or have any contractual force. For this reason, the Affiliate shall not display any such information on any Affiliate Web Link Pages, including price lists in relation to the Company’s products or services.

2.6 Each part acknowledges that:

2.6.1 the ways in which each party can access, use and/or earn commission via PartnerStack shall be subject to the PartnerStack Conditions;

2.6.2 neither party assumes any responsibility nor makes any representation, warranty or guarantee, whether express or implied, as to PartnerStack; and

2.6.3 if there is an inconsistency between any of the provisions of the Contract and the provisions of the PartnerStack Conditions, the provisions of the Contract shall prevail to the extent relating to the Company's Affiliate Programme.

2.7 The Company may amend these Conditions from time to time. Each time it submits a Request, the Affiliate shall check the Conditions applicable at that time. The Company shall use reasonable endeavours to provide the Affiliate at least 14 days’ notice in case of any major changes to these Conditions (unless otherwise required by law or in case of unforeseen or imminent business needs to protect the Company’s Website or Customers). If the Affiliate does not accept the notified changes, the Company shall notify the Affiliate to confirm whether or not it may continue to take part in the Company’s Affiliate Programme in accordance with the existing Conditions (for example without access to certain new features).

3 Company's Obligations

3.1 The Company shall create, operate and maintain the Landing Pages.

3.2 The Company shall provide the Affiliate with one or more URLs to link from the Affiliate Web Link Pages to the Welcome Page or Sign-Up Page (or any other Landing Pages) and the Affiliate shall be responsible for ensuring that each URL is correctly formatted and implemented.

3.3 The Company shall be responsible for developing, operating and maintaining the Company Website.

3.4 The Company shall provide to Customers clicking through directly from the Affiliate Web Link Pages access to and use of the Company Website in accordance with Company's standards terms of use and other terms and conditions, policies and procedures from time to time. Each Transaction shall similarly be subject to the Company’s subscription terms and conditions and any related documents from time to time.

3.5 The Company may at any time or times without notice to Affiliate:

3.5.1 change the name of the Company Website or any of the Brand Elements;

3.5.2 change the Brand Manual; and

3.5.3 target the Company Website at potential customers in such additional country or countries as it chooses, provided it maintains that part of the Company Website that is directed at the UK.

3.6 The Contract is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties. The Company makes no representation that the terms of the Contract are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

4 Affiliate's Obligations

4.1 The Affiliate shall use all reasonable commercial efforts to market and promote the Company Website and the products and services available for sale on it so as to generate the maximum number of Transactions.

4.2 The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for the proper functioning and maintenance of all hyperlinks to the Company Website.

4.3 The Affiliate shall submit to the Company for prior approval any proposed use of any Brand Elements or Materials that the Affiliate may wish to make. The Company shall review the proposed use within a reasonable time (and shall not unreasonably refuse or delay approval), subject to the Affiliate’s ongoing compliance with clause 6 and the Brand Manual at all times.

4.4 The Affiliate undertakes promptly, and in any event within 14 days after the Effective Date, to submit to the Company Programme Manager for approval by the Company before publication on the Affiliate Website:

4.4.1 the template designs for the Affiliate Web Link Pages;

4.4.2 the first set of Affiliate Web Link Pages; and

4.4.3 any change to any of the template designs for, or to any of, the Affiliate Web Link Pages since the versions last submitted to the Company.

4.5 The Affiliate shall provide the Company with:

4.5.1 all co-operation in relation to the Contract; and

4.5.2 all access to such information as may be required by the Company,

as is necessary for the proper performance of the Company's obligations under the Contract.

4.6 The Affiliate shall at all times while the Contract is in force have an Affiliate Programme Manager. The first Affiliate Programme Manager shall be as set out in the Affiliate Approval.

4.7 The Affiliate Programme Manager shall have the authority to contractually bind the Affiliate on all matters relating to the Contract. The Affiliate shall use reasonable endeavours to ensure as far as reasonably possible the continuity of the Affiliate Programme Manager.

4.8 The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in relation to Customers, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Company, the Company Website or any of the products or services available to be bought on the Company Website.

4.9 The Affiliate shall comply with all applicable laws and regulations, including laws relating to data protection, information security and online services, with respect to its activities under the Contract and to its business.

4.10 In the event of any delays in the Affiliate's provision of assistance as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.

5 Charges and Payment

5.1 The Company will pay via PartnerStack the Commission Rate in respect of Net Revenue for each Transaction as set out in the Affiliate Approval, subject to the provisions of this clause 5.

5.2 The Commission Rate shall only be payable in respect of Transactions via Affiliate Web Link Pages that are automatically tracked and reported via the Company’s Affiliate Programme. In order for Transactions to be tracked, the Customer must have cookies enabled.

5.3 The Affiliate shall not use the Company’s Affiliate Programme to earn commission on its own Transactions or those of any company within its Group.

5.4 Commission is payable on a receipts, not accruals, basis so if the Company receives no revenue on any Transaction, no commission is payable.

5.5 The Commission Rate will be credited to the Affiliate’s PartnerStack account when the Customer pays their fees for the Transaction, at which point the payment or release of such commission from PartnerStack to the Affiliate shall be subject to the PartnerStack Conditions (including any charges, deductions or other adjustments applicable thereto).

5.6 Although PartnerStack may track and calculate the Commission Rate accrued via the Company’s Affiliate Programme, the determination of whether a Transaction is eligible shall be at the Company’s sole discretion.

5.7 The Company reserves the right to disqualify Transactions secured via methods that are in breach of these Conditions or otherwise illegal, aggressive or deceptive and may in such circumstances terminate the Contract with immediate effect at any time.

5.8 Affiliate acknowledges and agrees that no payments are due to it under the Contract otherwise than as expressly set out in the Contract.

5.9 All sums payable under the Contract are exclusive of VAT and if VAT is chargeable it shall be paid in addition at the same time as payment is due under clause 5.1, or, if later, within 14 days after the receipt of a valid VAT invoice, subject always to receipt of the same.

5.10 The Affiliate shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under the Contract.

6 Usage Guidelines

6.1 The Company shall not approve the Affiliate’s Request and may terminate the Contract on notice at any time, if it determines in its sole discretion that the Affiliate Website or any of the Affiliate Web Link Pages are or become unsuitable, including if any of them are used:

6.1.1 in any way that breaches any applicable local, national or international law or regulation;

6.1.2 in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

6.1.3 for the purpose of harming or attempting to harm minors in any way;

6.1.4 to bully, insult, intimidate or humiliate any person;

6.1.5 to send, knowingly receive, upload, download, use or re-use any material which infringes a third party's proprietary rights or is otherwise used without appropriate consent.

6.1.6 in any way to upload hate‐related material, including content advocating discrimination against any person and / or promoting tragedy or conflict of any kind;

6.1.7 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

6.1.8 in any way that involves child sexual exploitation or abuse; or

6.1.9 to upload terrorist content.

6.2 The Affiliate shall only use Materials made available by the Company via PartnerStack. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to such Materials are permitted.

6.3 Any Materials that use any of the Brand Elements shall at all times comply with the Brand Manual.

6.4 The Company reserves the right to request copies of any of the Materials used by the Affiliate at any time and may provide input about whether said Materials are compliant.

6.5 If any Materials are, in the Company’s sole opinion, inconsistent with the Brand Manual or any of the provisions of this clause 6, the Company may require that such Materials be amended prior to any further public distribution and the Company may terminate the Contract on notice at any time if the Affiliate fails to comply with such requests.

6.6 The Affiliate shall not engage in any form of inappropriate or unethical marketing or promotional methods and the Company reserves the right to determine whether any of the Affiliate’s marketing or promotional methods are inappropriate, in which case the Company may terminate the Contract on notice at any time, including in case of the following:

6.6.1 transmitting or procuring the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.6.2 using links that contain altered or deceptive source-identifying information. For example, the Affiliate Web Pages must not mislead Customers into believing that they are dealing with the Company directly, or which falsely state or otherwise misrepresent the Affiliate’s relationship with the Company;

6.6.3 bidding on or placing advertisements bids on keywords, search terms, or other identifiers, including any Brand Elements, or any variations or misspellings of any of such terms (Prohibited Keywords) or otherwise receive any paid search results using the Prohibited Keywords. The Affiliate will enable negative keyword matching for all Protected Keywords, will not use Prohibited Keywords in any Affiliate Web Page, and may not direct link to the Company Website from any paid advertising;

6.6.4 other than as expressly agreed in accordance with the Contract, display or use the Company’s name, any of the Company’s trade marks or other brand elements or any of its URLs or domain names or any variation, abbreviation, or misspelling of the same;

6.6.5 operating, using or maintaining domain names, social media profiles, or any other online or offline presence with keywords or phrases containing any Brand Elements or any variations, abbreviations or misspellings confusingly similar to the same;

6.6.6 using the Company’s name, any Brand Elements or any Materials in a way that is detrimental to the Company’s image;

6.6.7 using iframes or any other techniques or technology to add a tracking cookie to a referral by any means other than a direct click-through to one of the Landing Pages;

6.6.8 providing cash backs, rewards, discounts or any other kind of incentives without the Company’s prior approval in writing; and

6.6.9 displaying any discount codes that may be offered by the Company from time to time without the Company’s prior express approval or on any unapproved websites.

7 Proprietary Rights

The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company Website and all the Company's products and services. Except as expressly stated herein, the Contract does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licences belonging to the Company. All such rights are reserved to the Company.

8 Confidentiality

8.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.

8.2 Each party may disclose the other party's confidential information:

8.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and

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

8.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

8.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

8.5 This clause 8 shall survive termination of the Contract, however arising.

9 Data Protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to information security, the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the UK GDPR. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

10 Indemnity

10.1 Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the beneficiary of the indemnity arising out of or in connection with the indemnifier's website (being the Company Website or the Affiliate's Website as the case may be) or the marketing or sale of products or services on that website, provided that:

10.1.1 the indemnifier is given prompt notice of any such claim;

10.1.2 the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary's expense; and

10.1.3 the indemnifier is given sole authority to defend or settle the claim.

11 Limitation of Liability

11.1 This clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:

11.1.1 arising under or in connection with the Contract; and

11.1.2 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

11.2 Except as expressly and specifically provided in the Contract, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.

11.3 Nothing in the Contract excludes the liability of the Company:

11.3.1 for death or personal injury caused by the Company's negligence; or

11.3.2 for fraud or fraudulent misrepresentation.

11.4 Subject to clause 11.3:

11.4.1 the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Contract; and

11.4.2 the Company's total aggregate liability in contract (including in respect of the indemnity in clause 10), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract by the Company to the Affiliate during the 12 months preceding the date on which the claim arose.

12 Duration and Termination

12.1 The Contract shall commence on the Effective Date and shall continue for the initial term set out in the Affiliate Approval or, if no such initial term is specified, one year (Initial Term), unless otherwise terminated as provided in this clause 12. After the Initial Term, the Contract shall automatically renew for yearly periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.

12.2 The Company may terminate the Contract on notice at any time if it discontinues or withdraws, in whole or in part, its Affiliate Programme. The Company will endeavour to give the Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to Affiliate.

12.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

12.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

12.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

12.3.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.3.4 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

12.3.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.3.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

12.3.7 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

12.3.8 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party

12.3.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

12.3.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.3.2 to clause 12.3.9 (inclusive);

12.3.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

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

12.4 Without affecting any other right or remedy available to it, the Company shall not pay any outstanding commission owed to the Affiliate in case of a material breach of any term of the Contract, including non-compliance with clause 6 or the Brand Manual at any time.

13 Consequences of Termination

13.1 On termination of the Contract for any reason:

13.1.1 all licences and benefits granted under the Contract (including the use of any Brand Elements, Company’s URLs and/or accounts within the Company’s Affiliate Programme) shall immediately terminate;

13.1.2 each party shall return and make no further use of any equipment, property, materials (including the Materials) and other items (and all copies of them) belonging to the other party; and

13.1.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14 Force Majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

15 Waiver

15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16 Rights and Remedies

The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

17 Severance

17.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.2 If any provision or part-provision of the Contract is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18 Entire Agreement

18.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

18.4 Nothing in this clause shall limit or exclude any liability for fraud.

19 Assignment and Other Dealings

19.1 The Affiliate shall not, and shall not purport or attempt to, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

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

20 No Partnership or Agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture or create any fiduciary relationship between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

21 Variation

Subject to clause 2.7, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22 Third Party Rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

23 Notices

23.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be sent by email to the other party's email address as set out in the Affiliate Approval.

23.2 A notice or other communication sent by email shall be deemed to have been received at the time of transmission (as shown by the timed log on the sender’s server) or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 23.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.3 This clause does not apply to the service of any proceedings or other documents in any legal action.

24 Multi-tiered Dispute Resolution Procedure

24.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then except as expressly provided in the Contract, the parties shall follow the procedure set out in this clause:

24.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Company Programme Manager and the Affiliate Programme Manager shall attempt in good faith to resolve the Dispute;

24.1.2 if the Company Programme Manager and the Affiliate Programme Manager are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the owner of the Company and the managing director and / or owner of the Affiliate who shall attempt in good faith to resolve it; and

24.1.3 if the owner of the Company and the managing director and / or owner of the Affiliate are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.

24.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 26 which clause shall apply at all times.

24.3 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 26.

25 Governing Law

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

26 Jurisdiction

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