BACKGROUND:

These Terms and Conditions are the standard terms which apply to the provision of online training courses by Med Sales Academy Group Limited (“MSA”) to customers who require online medical training courses.

This contract sets out:

  • your legal rights and responsibilities
  • our legal rights and responsibilities, and
  • certain key information required by law

Please read the following important terms and conditions before you agree to use our services.

1. Definitions, interpretation and introduction

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Agreement: means the contract into which You and MSA will enter upon you registering on our Website and our accepting any Order placed by you in accordance with clause 5.4. The Agreement will incorporate and be subject to these Terms and Conditions;

Business: means any business, trade, craft or profession carried on by You or any other person/organisation;

Confidential Information means: information provided by one party to the other in written, graphic, recorded, machine readable or other form concerning the business, clients, suppliers, finances and other areas of the other party’s business or products, including, without limitation, the Course Materials, but does not include information in the public domain other than through the default of the party disclosing the information, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the disclosing party;

Course Fees: means the fees payable by you for the Course as set out in clause 6 of these Terms and Conditions;

Course materials: means the information provided by MSA to accompany a course and provided as part of the Training Services in hard copy or electronic form

GMT/BST: means Greenwich Mean Time or British Summer Time;

MSA/We/Us/Our: means Med Sales Academy Group Limited;

Individual: means an individual customer of MSA who receives the Training Services for their personal use;

Intellectual Property Rights: means copyright, rights in or relating to databases, patent rights, performers’ rights, designs and registered designs, trademarks, rights in or relating to Confidential Information and other intellectual property rights (registered or unregistered) throughout the world.

Module: means one or more consecutive training days that make up a series of non-consecutive training modules to form a single course or programme.

Online Course: means the delivery by us of an online course via Zoom or Remo pursuant to which you learn course materials remotely;

Order: means Your initial request for MSA to provide the Training Services as set out in Clause 5;

Participant: means an individual whose employer or business has submitted an Order for the individual to attend an Online Course;

Training Services: means the provision of the Online Course together with any Course Materials together with such other services as agreed from time to time and purchased by you through the Website;

Website: means www.medsalesacademy.co.uk.

You/Your: means an Individual, a Participant or a Participant’s organisation purchasing Training Services on behalf of a Participant who is a Customer of MSA.

1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, fax or other means.

1.3 Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.

1.4 The headings used in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.

1.5 Words signifying the singular number will include the plural and vice versa. References to gender will include the other gender and references to persons, unless the context otherwise requires, will include corporations.

2. Information about MSA, communication and contact details

2.1 MSA is a company registered in England and Wales under company number 12650250. MSA’s registered office is at Unit 4 Corum Two, Corum Office Park, Crown Way, Warmley, Bristol BS30 8FJ

2.2 If You wish to contact MSA, You may contact Us by:

2.3.1 telephone at: 07912 936235 or 07798 586981. Calls will be answered Monday to Friday: 9am to 5pm; and

2.3.2 email: info@medsalesacademy.co.uk Emails will be responded to Monday to Friday: 9am to 5pm.

3. The Training Services

3.1 A description of the Training Services together with dates on which the Online Courses will begin are available on our Website. We will provide the Training Services with reasonable care and skill in accordance with the description set out on the Website.

3.2 The times for the commencement of any Online Course are either GMT or BST, as such if you are an international student you must allow for any time difference to be able to attend the Online Course. We will not be liable to you in the event you miss any Online Course due to a failure to take into account any time difference.

3.3 We reserve the right to vary or withdraw any of:

3.3.1 the content, information and materials featured on the Website without notice; and

3.3.2 the Training Services described on the Website without notice.

3.4 We shall have the right to make any changes to the Online Course which are necessary to comply with any applicable law which do not adversely affect the nature or quality of the Online Course, or which we consider desirable or appropriate in connection with the Online Course.

3.5 We expect you to confirm that the Training Services you purchase will meet your needs. We do not make any guarantee to you that you will obtain a particular result, professional qualification or employment opportunity from your purchase and completion of any of the Training Services.

3.6 MSA do not give any warranty or other assurance as to the operation, quality or functionality of the Website or Training Services, or any of the content, information or materials that are offered within an Online Course.

3.7 The Online Courses provide general guidance and have not been customised to an Individual’s or a Participant’s specific requirements. We do not warrant that the Online Course will be uninterrupted or totally error free or that it will meet an Individual’s or a Participant’s individual requirements. We may carry out planned or emergency maintenance from time to time and as such there may be downtime in access to the Website for reasons beyond our reasonable control.

3.8 We do not warrant that the Website will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, we shall not have liability for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or your obtaining any material from, or as a result of using, the Website. We shall also not have any liability for the actions of third parties in breaching any security measures.

3.9 The Online Course and use of the Website do not include the provision of a computer or other necessary equipment to access the Website. To attend the Online Course and access the Website, you will require internet connectivity and appropriate telecommunication links. We shall not have any liability for any telephone or other costs that you may incur.

3.10 If the Website and the Online Course is accessed by an Individual or a Participant from outside the United Kingdom, this is entirely at your risk. We provide no warranty or representation that the Website or Online Course (or any products or services referred to in the Website or in or pursuant to the Training Services) are available or otherwise suitable for use outside of the United Kingdom. If an Individual or a Participant choose to access or use or obtain the Website or Online Course from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:

3.10.1 ensuring that what you are doing in that country is legal; and

3.10.2 the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).

4. Business Customers

4.1 This Clause 4 only applies if you are not an Individual.

4.2 If you are not a consumer, you confirm that you have authority to bind any organisation on whose behalf you are acting when placing an Order or using the Website to obtain Training Services for Participants.

4.3 These Terms and Conditions apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you. These Terms and Conditions apply to our supply of any Training Service.

4.4 Except as expressly provided herein, the Agreement (together with any documents referred to in it) shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between you and us preceding the date of the Agreement and in any way relating to the subject matter of the Agreement and to the exclusion of any representations not expressly stated herein except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Neither you nor we have entered into the Agreement based on any representation that is not expressly incorporated into the Agreement.

4.5 The Agreement (together with any documents referred to in it) constitutes the whole agreement and understanding of you and us as to the subject matter of the Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

4.6 Except as expressly stated in the Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

5. Ordering Training Services

5.1 In order to purchase any of the Training Services online you must register for an account with us via the Website.

5.2 When you place an order for a Training Service via the Website you are offering to purchase the Training Services on these Terms and Conditions. MSA reserves the right to cancel or decline your order or any part of your order at any time until it has been confirmed in accordance with clause 5.4 below.

5.3 Following receipt by us of your order for Training Services via the Website we will contact you confirming receipt of your order.

5.4 A legally binding agreement between us and you shall come into existence when we have:

5.4.1 accepted your offer to purchase Training Services from us by sending you an email confirming the purchase; and

5.4.2 received payment of the relevant Fees from you in accordance with clause 6 below.

5.5 Where your order consists of multiple Online Courses, each individual course will be treated by us as a separate offer to purchase. Acceptance of your offer to buy one or more courses will not be acceptance by us of your offer to purchase any other courses which make up your order.

5.6 MSA does not and is not responsible for booking any examination with any professional body or examination board. It is your responsibility to ensure that you book prior to the relevant closing date any exam necessary that you wish to take and which may or may not be associated with the subject matter of the Services provided to you by MSA.

6 Payment

6.1 The Fees for the Training Services shall be as set out on the Website.

6.2 The Fees are correct at time of printing. However, MSA reserves the right to adjust these prices in order to meet their true cost.

6.3 Unless otherwise specified at the time you purchase the Training Services the Fees are exclusive of VAT or other local taxes, the cost of some Course Materials and any delivery costs payable in respect of the delivery of Course Material to you. Each of these costs will be set out in the Website.

6.4 Save where specifically stated otherwise on the Website, all Fees shall be exclusive of any amounts payable to any professional body for registration and examination entry. These are payable by you directly to the relevant professional body or examination board and we accept no responsibility or liability for your failure to book your exam with the relevant professional body or examination.

6.5 Fees for the Training Service selected by you on the Website shall be debited from your credit / debit card at the time of purchase. Fees must be paid in full prior to you accessing any Online Course. MSA will be responsible for the website transaction. Your details are entered on a secure page operated by Stripe and are transferred to Stripe Payment Site by SSL. Credit and debit card details are processed by Stripe are secured according to their Level 1 PCI DSS certification.

6.6 Any fees charged by your debit or credit card provider in connection with your purchase of Training Services are for your own account and MSA shall not be responsible for these.

6.7 You shall be responsible for all costs you incur in connection with your access onto any Online Course.

6.8 Where a Participant’s organisation is due to pay the Fees but subsequently refuses to pay the Fees (for whatever reason), the Participant (subject to clause 9) will remain personally liable to pay the Fees.

6.9 The full sterling price as detailed on the receipt/ invoice is payable in order to secure a place on the Online Course. Due account should be taken when making payment to ensure that any bank transfer charges are added to the payment and enough local currency should be made available to ensure the full sterling amount is received by MSA when calculating the exchange rate at the date of transfer.

6.10 Receipt of purchase is provided online at the time of purchase with a copy sent via email from MSA to the address specified by you at the time of purchase. It is important that you print, save and maintain a copy of these receipts as the information contained within the receipts will be required if there are any technical or other unforeseen issues in the future that affect your access to the Website or if you request a refund. Any information contained within the receipt(s) that is deemed by you to be incorrect or incomplete must be raised by you with MSA via email, writing or telephone within 48 hours of the time of purchase. We will endeavour to rectify the incorrect or incomplete information within 48 hours of receiving a reasonable request from the customer.

6.11 If You fail to make payment of any invoice submitted to You by MSA by the due date, MSA may:

6.11.1 charge you interest on the overdue sum at the rate of 8% above the base rate of The Bank of England. Interest will accrue on a daily basis from the due date until the actual date of payment, whether before or after judgment;

6.11.2 suspend the provision of the Training Services until such time as the amount outstanding has been paid in full;

6.11.3 terminate this contract in accordance Clause 13 below;

6.11.4 institute its debt recovery process.

7 Transfers

7.1 Transfers to later Online Courses are at the discretion of MSA and will only be granted if written notice has been received and acknowledged by MSA and such notice has been received at least 7 days prior to a course start date.

7.2 Should an Individual or a Participant wish to transfer to a later Online Course, MSA has a policy to apply charges depending on the length of notification given in writing. For example, if at least 5 days’ notice is received a transfer fee equivalent to 15% of the costs of the Online Course will apply.

7.3 Oral notification will not be accepted. Written notification of a transfer request must be by email or post and must be received within MSA’s normal office working hours.

7.4 The transfer option only applies to an Individual or a Participant who is transferring to a different date for the same type of Online Course and is subject to the same type of course being available.

7.5 Individuals or Participants must specify their choice of transfer date at the time of transfer.

7.6 The option to transfer can only be used once, after which non-attendance will be treated as a cancellation and all payments will be due.

7.7 If an Individual or a Participant uses the transfer option, the original Online Course invoice and the transfer invoice remain due, if the transfer reservation is subsequently cancelled the standard MSA cancellation penalties will apply.

7.8 Where the Online Course is a modular course, neither an Individual nor a Participant may transfer to a Module on a later course. Attendance at each scheduled module for the Online Course are required in order to successfully complete the programme. Exceptions will be handled on an individual basis, be subject to availability, carry an additional charge to cover the administrative costs incurred and are at the sole discretion of MSA.

8  Substitution

8.1 Depending on the circumstances, MSA may agree to switch a Participant who is booked onto an Online Course with another Participant from the same organisation or company. A fee of 10% of the total cost of the Online Course will be charged to make the changes.

9 Cancellation and refund

9.1 Subject to clause 9.2 below, where we have accepted / confirmed the Training Services being purchased by you and formed a legally binding agreement with you in accordance with clause 5.4 above, then you are permitted within 14 working days starting on the day after the date we have concluded our agreement in accordance with clause 5.4, to cancel your purchase of the Training Services.

9.2 If you have already accessed, downloaded all or part of the Online Course and/or started to use that Online Course then you shall have no right to cancel your order.

9.3 If you have not already accessed, downloaded all or part of the Online Course and/or started to use that Online Course then you may cancel your Order as follows:

9.3.1 Up to 30 days before commencement of the Online Course we will refund 80% of the Fees;

9.3.2 Up to 14 days before commencement of the Online Course we will refund 50 % of the Fees;

9.3.3 Notice of cancellation given less than 7 days before the start of the Online Course will not be refunded.

9.4 In the event of an Individual or a Participant being unable to attend a course on the dates originally booked MSA will use reasonable endeavours to accommodate requests for transfers to alternative dates or alternative courses but shall be under no obligation to grant such requests. If it is not possible to arrange for you to attend an alternative course any Fees paid will be retained by MSA.

9.5 If an Individual or a Participant is unhappy with the course and feels that it does not meet the description given on the MSA website the Individual or Participant must notify MSA by the end of the first day of the course. In this situation a refund may be given for the course. The reasons for dissatisfaction will be noted and if the reasons are deemed reasonable by MSA, a full refund will be given for the total amount paid for the course.

9.6 Notwithstanding clauses 9.1 to 9.5 there is no other right to cancel or vary your purchase of Training Services and any other cancellation and / or variation of course dates will be at the entire discretion of MSA.

9.7 MSA reserves the right to cancel Online Courses or Modules, revise dates, times and fees or substitute tutors as necessary. If an Online Course or Module must be cancelled, MSA will make every reasonable effort to reschedule to an alternative date and will automatically move confirmed bookings to the alternative date. MSA will provide the Individual or Participant with as much notice as is possible given the circumstances for the date change. Notice will be given in writing (email or post).

9.8 If an Individual or a Participant are unable to attend the alternative date provided by MSA in clause 9.7 above, MSA will provide a full refund for the amount paid for the Online Course or Module.

10 Customer Accounts and Website Use

10.1 MSA reserves the right to terminate your access to the Website without a refund and prohibit access to all of the Course Materials, content, information and materials on the Website if you are found to be in breach of these Terms and Conditions.

10.2 You are prohibited from sharing access to the Website and Online Courses with a third party who is not subject to these Terms and Conditions. You are responsible for keeping your login details (i.e. username(s) and password(s)) secure. If a third party who is not subject to these Terms and Conditions is found to be using your login details, your access to the Website will be terminated and you will not be entitled to a refund.

10.3 You will be able to access most areas of the Website without registering your details with us. Certain areas of the Website may only be open to registered MSA users.

10.4 While we endeavour to ensure that the Website is normally available 24 hours a day, we will not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.

10.5 Other than personally identifiable information, any material you transmit or post to the Website will be considered non-confidential and non-proprietary. We will have no obligations with respect to such material. We and our nominees will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

10.6 You are prohibited from posting or transmitting to or from this website any material:

10.6.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

10.6.2 for which you have not obtained all necessary licences and/or approvals.

10.6.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or

10.6.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

You may not misuse the Website (including, without limitation, by hacking). We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of points 10.6.1 to 10.6.4 above.

10.7 Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. We may not have reviewed all of these third-party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk.

10.8 You may not create any links to this website.

10.9 You shall fully indemnify us for any loss or damage we may suffer or incur as a result of your breach of the above.

11 Intellectual Property

11.1 All Intellectual Property Rights in the Website, Course Materials, Online Courses and the speeches made by tutors at the Online Courses are, and remain, the intellectual property of MSA or its licensors, whether adapted, written for or customised for you or not.

11.2 You are not authorised to:-

11.2.1 copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without prior written permission;

11.2.2 record on video or audio tape, relay by videophone or other means the Online Course given;

11.2.3 use the Course Materials in the provision of any other course or training whether given by us or any third-party trainer;

11.2.4 remove any copyright or other notice of MSA on the Course Materials;

11.2.5 modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Online Courses.

11.3 Breach by you of this clause 11.2 shall allow us to immediately terminate these Terms and Conditions with you and cease to provide you with any Training Services, including but not limited to access to the Online Courses.

11.4 In consideration of the Fees paid by you, we grant to you a limited, non-transferable, non-exclusive licence to use the Course Materials and the software in respect of the Online Course for the sole purpose of completing the Online Course.

12  Confidentiality

12.1 Each party shall keep the other party’s Confidential Information strictly confidential and not use it otherwise than for the purposes of these Terms and Conditions and shall return it on demand and not retain copies of it.

12.2 Either party may disclose Confidential Information to its legal and other advisors for the purposes of obtaining advice from them.

12.3 This clause shall continue notwithstanding termination of these Terms and Conditions.

13  Termination

13.1 You may terminate the Agreement with immediate effect by giving Us written notice if:

13.1.1 We have breached the Agreement in any material way and have failed to remedy that breach within 14 days of You asking Us in writing to do so;

13.1.2 We enter into liquidation or have an administrator or receiver appointed over Our assets;

13.1.3 We are unable to provide the Training Services due to an event outside of Our control (Force Majeure see Clause 14).

13.2 We may terminate the Agreement with immediate effect by giving You written notice if:

13.2.1 You fail to make a payment on time as required under Clause 6 (this does not affect Our right to charge interest on overdue sums under Clause 6.11);

13.2.2 You have breached the Agreement in any material way and have failed to remedy that breach within 14 days of Us asking You in writing to do so; or

13.2.3 We have been unable to provide the Training Services due to an event outside of Our control (see Clause 14).

13.3 For the purposes of this Clause 13 a breach of the Agreement will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party. In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.

13.4 If at the termination date:

13.4.1 You have made any payment to Us for any Training Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 days of the termination notice;

13.4.2 We have provided Training Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and You will be required to make payment in accordance with Clause 6.

13.5 If the Agreement is terminated for any reason:

13.5.1 Any Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect.

13.5.2 Termination will not remove or reduce any right to damages or other remedy which either You or We may have in respect of any breach of the Agreement which exist at or before the date of termination.

14  Events Outside of Our Control (Force Majeure)

14.1 We will not be liable for any failure or delay in performing Our obligations under these Terms and Conditions where the failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control .

14.2 If any event described under this Clause 14 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

14.2.1 We will inform You as soon as is reasonably possible;

14.2.2 Our obligations under the Agreement will be suspended and any time limits that We are bound by will be extended accordingly;

14.2.3 We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Building Services as necessary;

14.2.4 You or We may terminate the Agreement (see Clause 13).

15  Liability

15.1 Although MSA aims to provide the Training Services to the highest standards of the industry, neither it, nor its tutors accept any liability for (i) any inaccuracy or misleading information provided in the Online Course or Course Materials and any reliance by you on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of the terms of the Agreement.

15.2 If you are an Individual, We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by You and Us when the contract is entered into. We will not be responsible for any loss or damage that is not foreseeable.

15.3 Except to the extent that they are expressly set out in these terms and conditions, no conditions, warranties or other terms shall apply to the Training Services. Subject to clause 15.5 no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

15.4 Subject to clause 15.5 below, MSA’s total liability arising from or in connection with these terms and conditions and in relation to anything which we may have done or not done in connection with these terms and conditions and the delivery of the Training Service (and whether the liability arises because

of breach of contract, negligence or for any other reason) shall be limited to the Fees received by us in connection with the relevant Online Course in relation to which a dispute has arisen.

15.5 Nothing in these Terms and Conditions is intended to or will limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation.

15.6 Nothing in these Terms and Conditions is intended to or will limit Your legal rights as a consumer under any consumer protection legislation. For more details of Your legal rights please refer to Your local Citizens Advice Bureau or Trading Standards Office.

16 How we use your Personal Data (Data Protection)

16.1 All personal information that MSA may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.

16.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to MSA’s Privacy Notice available from www.medsalesacademy.co.uk

17 Other Important Terms

17.1 We may from time to time change these Terms and Conditions without giving You notice, but We will use Our reasonable endeavours to inform You as soon as is reasonably possible of any such changes.

17.2 We may transfer (assign) Our obligations and rights under the Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs We will inform You in writing. Your rights under the Agreement will not be affected and Our obligations under the Agreement will be transferred to the third party who will remain bound by them.

17.3 You may not transfer (assign) Your obligations and rights under the Agreement without Our express written permission (such permission not to be unreasonably withheld).

17.4 The Agreement is between You and Us. It is not intended to benefit any other person or third party (save for Participants) in any way and no such person or party will be entitled to enforce any provision of the Agreement.

17.5 If any provision of the Agreement or these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement or these Terms and Conditions and the remainder of the provision in question will not be affected.

17.6 No failure or delay by Us or You in exercising any rights under the Agreement means that We or You have waived that right, and no waiver by Us or You of a breach of any provision of the Agreement means that We or You will waive any subsequent breach of the same or any other provision.

17.7 These Terms and Conditions and the relationship between You and Us (whether contractual or otherwise) will be governed by, and construed in accordance with, English Law.

17.8 Any dispute, controversy, proceedings or claim between You and Us relating to the Agreement or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.

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