Terms and Conditions

SUMMARY OF BOOKING TERMS & CONDITIONS

Northpoint Publishing Ltd: Lancashire Business View Publication

·       Please check the booking form carefully and complete information where requested.

·       Please note that should you not sign this document within a period of 5 business days, we will take this as your acceptance of our terms & conditions and the Agreement shall be deemed to have come into effect.

·       In accordance with our terms & conditions, we do not accept purchase orders making reference to any additional terms & conditions.

·       On signing this booking confirmation you are agreeing, by electronic signature, to the agreement displayed in the booking confirmation, along with our full terms & conditions.

·       A discount may be applied to a series booking at the discretion of the Lancashire Business View commercial team. Should the series booking not be completed for any reason, you will be liable to fulfil payment of the discount applied on the supplied products.

·       Any bookings agreed in this document must be completed within 12 months of the date of booking. If for any reason this is not possible, please speak to the Lancashire Business View commercial team at least one month in advance of your artwork deadline.

If you have any questions please feel free to contact us at any time on 01254 297870 or at [email protected] .

FEATURE SPONSORSHIP TERMS AND CONDITIONS

1. DEFINED TERMS

The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: the legally binding contract entered into between the parties further to the issuance of the Proposal, submission of the Booking and made subject to these Terms.

Applicable Laws: any and all relevant statutes, regulations, directives and codes in force from time to time.

Booking: the Sponsor’s offer to LBV, which (where applicable) is either:

(a) a version of the Proposal which has been signed by the Sponsor and returned to LBV; or

(b) the Sponsorship Booking Form; or

(c) such other written communication of the Sponsor to LBV confirming its willingness to enter into an  Agreement; or

(d) an online booking.

Booking Confirmation: means LBV’s written confirmation of its receipt and processing of the Order.

Branding: the trade marks, service marks, business names and domain names, rights in get-up and trade  dress, brands, goodwill and the right to sue for passing off or unfair competition.

Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales when banks in London are open for business.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a  party or its employees, officers, representatives or advisers (together, its Representatives) to the other  party and that party’s Representatives after the date of this Agreement in connection with the grant of  Sponsorship Rights in this Agreement, concerning:

(a) the terms of this Agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, affairs, customers, clients, suppliers, plans of the disclosing party; and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(c) any information developed by the parties in the course of carrying out this Agreement; and

(d) any information detailed in the Proposal,

provided that it does not include information that:

(a) was known to the receiving party before the information was disclosed to it by the disclosing party;

(b) the parties agree in writing is not confidential or may be disclosed;

(c) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(d) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(e) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(f) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act

2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)[; and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party

Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.

Feature: the magazine or online feature referred to in the Proposal and in connection with which the Sponsorship Rights are granted.

Feature Branding: the LBV Branding used singularly or collectively in association with the Feature in the exercise of the Sponsorship Rights as detailed within the Proposal and otherwise notified to the Sponsor by LBV from time to time.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, Branding, rights in designs, performer’s property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.

LBV: Northpoint Publishing Limited, trading as Lancashire Business View and/or LBV, a company incorporated and registered in England and Wales with company number 05391505 and whose registered office is at East Park Lodge, East Park Road, Blackburn, Lancashire, BB1 8DW.

LBV Branding: the Branding of LBV or such applicable third party (including those granting a licence to LBV) associated or otherwise to be used in connection with the applicable Feature, including but not limited to its promotion, advertising and marketing, together with any associated artwork, design, slogan, text and other collateral marketing signs of LBV or a third party that are to be used in connection therewith.

Losses: actions, awards, charges, claims, compensation, costs, damages, demands, fees, fines, liabilities, losses, penalties and settlements.

Order: has the meaning given in clause 2 below.

Permitted Purpose: has the meaning given in clause 13.

Proposal: the proposal/quotation issued by LBV to the Sponsor whether by means of formal documentation headed up as such or otherwise made available via its website and which shall include any and all documents referred to therein.

Sponsor: the entity whose details are set out in the Proposal or to which the Proposal is otherwise addressed.

Sponsorship Booking Form: LBV’s sponsorship booking form issued to the Sponsor in respect of the Sponsorship Rights and which is (where and to the extent applicable) submitted to LBV in making the Booking and which shall include any and all documents referred to therein.

Sponsor Branding: the Sponsor’s Branding as supplied to LBV together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.

Sponsorship Fee: the sums set out in the Proposal and payable in accordance therewith.

Sponsorship Rights: the bundle of rights associated with the Feature granted to the Sponsor as set out in the Proposal.

Term: the period as set out in clause 4.

Terms: these terms and conditions.

Uncontrollable Event: any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body or failure of a supplier.

The Proposal and any other documents referred to form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Where there is any conflict between the terms of the Proposal and these Terms, the Proposal shall take precedence.

2 FORMING THE AGREEMENT

The Proposal remains valid for 30 days from its date of issue or such other period as may be agreed.

Where the Proposal needs to be changed, the Sponsor must notify LBV in writing and LBV will issue a new one. LBV may withdraw or vary the Proposal at any time before the Agreement is formed.

Where the Sponsor wishes to purchase the Sponsorship Rights, it shall make an offer to LBV by completing and submitting the Booking within that time period (Order). The Order is an offer made by the Sponsor and not acceptance of the Proposal. LBV may accept or reject an Order at its absolute discretion. No purchase orders making reference to other terms and conditions will be accepted by LBV or be deemed to apply to the exclusion of these Terms.

LBV may use the information given to it by the Sponsor or information it may hold about the Sponsor, or which it receives from any enquiry made with various agencies (including but not limited to credit reference agencies) in reaching any determination as to the basis on which it deals with the Sponsor and with a view to protecting parties from fraudulent transactions.

Where LBV wishes to enter into the Agreement it shall issue a Booking Confirmation. LBV requires the Sponsor to reply to the Booking Confirmation to confirm its acceptance. The Agreement is formed at the ealier of when LBC on the earlier of:

(a) LBV receiving of the Sponsor’s reply without reference to any other terms and conditions; or

(b) 5 Business Days following the date of the Booking Confirmation; or

(c) LBV perform any of the Sponsorship Rights to the Sponsor, following receipt of the Order,

Where the Sponsor’s reply references other terms and conditions besides these Terms, LBV can reissue the Booking Confirmation and require that the Sponsor repeat the process outlined in this clause.

3 THE SPONSORSHIP RIGHTS: SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

Throughout the Term LBV grants and the Sponsor accepts the Sponsorship Rights and a licence to use the Feature Branding in accordance with these Terms

All rights not expressly granted to the Sponsor under this Agreement are reserved to and for the use of LBV or such other third party as determined by LBV. The Sponsor acknowledges and agrees that LBV is the owner or authorized licensee of the Sponsorship Rights and of all rights in the Feature Branding.

The Sponsor grants and LBV accepts a worldwide, non-exclusive, royalty free, sub-licensable licence to use the Sponsor Branding during the Term for the delivery of the Sponsorship Rights.

If, for whatever reason, LBV is unable to deliver any of the Sponsorship Rights precisely as set out in the Proposal, LBV may substitute alternative rights in the nature of the Sponsorship Rights to an equivalent value without penalty.

4 TERM

This Agreement shall take effect on and from the date on which the Agreement is formed and except to the extent provided for in these Terms, remain in force until the conclusion of the Feature in respect of which the Sponsorship Rights were granted (Term).

5 SPONSORSHIP FEE

In exchange for LBV granting the Sponsorship Rights, the Sponsor shall pay LBV the Sponsorship Fee, in accordance with the payment terms specified in the Proposal.

Payment is due in Pounds Sterling and shall be made without set off, counterclaim or deduction. Payment by cash or cheque shall not be accepted.

Where LBV hasn’t received payment of any Sponsorship Fees by their due date and without affecting any other rights or remedies of LBV:

(a) LBV may suspend or otherwise disable the provision of, or cease to provide any or all of the Sponsorship Rights whilst the relevant Sponsorship Fees concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

The Sponsorship Fees exclude VAT and any applicable additional or substitute taxes, levies, imposts, duties, fees or charges whatsoever and whenever, all of which shall be paid additionally by the Sponsor.

If the Sponsor disputes any due payments it must make the payment and notify LBV of such dispute within 5 Business Days of making such payment. If the Sponsor’s dispute is upheld, LBV shall repay such sums to the Sponsor within 30 days of its resolution.

6 THE SPONSOR’S OBLIGATIONS: SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

The Sponsor undertakes, where applicable, to LBV:

(a) to ensure that all promotional materials associated with the Feature or making use of the Feature Branding shall be fit for their intended use and shall comply with all Applicable Laws and do not breach the rights or Intellectual Property Rights of any third party;

(b) to provide to LBV in the required format and on time, all suitable material required by LBV from time to time in order to provide the Sponsorship Rights and perform its obligations in accordance with the Agreement including but not limited to the Sponsor Branding and such other materials required by LBV from time to time;

(c) not to apply for registration of any part of the LBV Branding, Feature Branding or anything confusingly similar to the same;

(d) not to use the LBV Branding, Feature Branding or anything confusingly similar to the same in its trading or corporate name or otherwise, except as authorised under this Agreement;

(e) not do or permit anything to be done which might adversely affect, or diminish the value of, any of the Sponsorship Rights, LBV Branding, Feature Branding or anything confusingly similar to the same;

(f) to do all it can to assist LBV in protecting the LBV Branding and Feature Branding and not to do or allow anything to be done, which may cause them prejudice or harm; and

(g) to notify LBV of any suspected infringement of the LBV Branding and Feature Branding, but not to take any steps or action whatsoever in that regard.

The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without LBV’s prior written consent and shall not engage in joint promotions with any third party in relation to the Feature without LBV’s prior written consent.

7 LBV OBLIGATIONS

LBV shall deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor and do its best to incorporate Sponsor into all promotional, advertising and publicity material connected with the Feature so far as the entitlements in the Proposal extend.

LBV shall edit and publish the Feature (including through the use of third parties) in accordance with its professional experience and discretion. In doing so LBV makes no warranties, undertakings or representations as to the nature, style, quality or other feature of the Feature, beyond those outlined in the Proposal.

8 REPRESENTATIONS AND WARRANTIES

Each party makes a promise to the other that it has the ability to enter into this Agreement and perform its respective obligations and that this will remain the case throughout the Term.

LBV represents to the Sponsor, where and to the extent applicable, that LBV owns, is the licensee of or controls the Feature and the Feature Branding and that the Sponsor’s use of the Feature Branding and its exercise of the Sponsorship Rights in accordance with the provisions of this Agreement shall not infringe the rights of any third party.

The Sponsor represents and warrants that:

(a) it owns or is solely entitled to use the Sponsor Branding and any other material supplied to LBV in relation to this Agreement and LBV shall be entitled to see evidence to this effect on request;

(b) LBV’s use of the Sponsor Branding in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party; and

(c) it shall arrange all materials incorporating the LBV Branding, Feature Branding or anything confusingly similar to the same in compliance with all Applicable Laws and related norms.

9 LIMITATION OF LIABILITY: SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

Nothing in this Agreement shall exclude or restrict either party’s liability for anything for which it is illegal to do so including death or personal injury, for fraud or for fraudulent misrepresentation.

LBV shall not be liable to the Sponsor under this Agreement for any Losses arising as a direct or indirect result or breach or non-performance of this Agreement due to a Force Majeure Event or any act or omission of the Sponsor.

Except as set out above in this clause 9, under no circumstances shall LBV be liable to the Sponsor for any Losses, whether in contract, tort (including negligence), breach of statutory duty or otherwise classified as:

(a) any indirect or consequential Losses;

(b) loss of revenue or anticipated revenue;

(c) loss of savings or anticipated savings;

(d) loss of business opportunity;

(e) loss of profits or anticipated profits;

(f) loss of or corruption to data; or

(g) loss of wasted expenditure.

Except as set out above in this clause 9, LBV’s maximum aggregate liability for any Losses in contract, tort (including negligence), breach of statutory duty or otherwise, however arising, out of or in connection with the performance of LBV’s obligations under this Agreement, in respect of any one or more incidents or occurrences during the Term, shall be limited to a sum equal to the amount of the Sponsorship Fee received by LBV as at the date of such act or omissions.

10 INTELLECTUAL PROPERTY RIGHTS

The parties each acknowledge that all rights in the:

(a) Sponsor Branding, including any associated goodwill, shall be the property of the Sponsor; and

(b) LBV Branding, Feature Branding, including any associated goodwill shall be the property of LBV,and the other party shall not acquire any rights in the same, including any developments or variations of them.

All Intellectual Property Rights in and to any materials produced for the Feature, excluding the Sponsor Branding, shall remain, or be assigned to become, the sole and exclusive property of LBV.

The Sponsor shall fully reimburse and protect LBV from and against all Losses arising out of any claim that

LBV’s use of the Sponsor Branding infringes any third party Intellectual Property Rights.

11 TERMINATION AND CONSEQUENCES: SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

Without affecting any other rights or remedies, either party may terminate this Agreement with immediate effect at any time by giving written notice to the other party if the other party:

(a) commits a breach of this Agreement and (if that breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;

(b) repeatedly breaches any of the terms of this Agreement;

(c) 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

(d) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

The Sponsor may terminate this Agreement on provision of not less than 14 days’ written notice provided that it shall remain liable for accrued obligations to make payment of all or any part of the Sponsorship Fees that would have been due and payable for the remainder of the Term.

Termination of the Agreement does not affect the accrued rights and remedies of the parties up to the date of termination. Following termination of this Agreement for whatever reason:

(a) the Sponsorship Rights granted by LBV to the Sponsor under this Agreement shall immediately terminate and revert to LBV, after which the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with LBV or the Event;

(b) each party shall promptly return to the other any property of the other within its possession or control;

(c) each party shall pay to the other any sums that are outstanding and to be accounted for under this Agreement;

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

(e) the Sponsor shall not be entitled to receive any refund of any part of the Sponsorship Fee previously paid.

12 UNCONTROLLABLE EVENTS

Any party that is subject to an Uncontrollable Event shall (with the exception of any payment obligations) not be in breach of this Agreement and shall be excused from performance under this Agreement while and to the extent they are unable to perform due to that event, provided that it:

(a) promptly notifies the other party in writing of the nature and extent of the applicable Uncontrollable Event;

(b) could not have avoided the effect of the Uncontrollable Event by taking precautions which it ought to have done having regard to all the matters known to it before the Uncontrollable Event; and

(c) has used tried its best to reduce the effect of the Uncontrollable Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

If the circumstance of an Uncontrollable Event continues for a period of three months or longer, the unaffected party may terminate this Agreement. Excuse from performance does not extend the Term of this Agreement. This termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring before termination.

13 CONFIDENTIALITY AND ANNOUNCEMENTS

Each party shall keep the other party’s Confidential Information confidential and shall not use it except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose), or disclose it to any third party, except as expressly permitted by this Agreement.

A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Purpose, provided that it informs those Representatives of the confidential nature of the Confidential Information before disclosure, and it is responsible for those Representatives’ compliance with the confidentiality obligations set out in this clause.

A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of that disclosure as possible.

On termination of this Agreement, each party shall:

(a) return to the other party anything containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from its computer systems (to the extent possible); and

(c) certify that it has complied with the requirements of this clause.

14 DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation and without detracting from this obligation:

(a) the Sponsor will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to LBV for the duration and purposes of this Agreement; and

(b) the Data Controller shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Data Processor for the duration and purposes of this Agreement.

Without affecting the obligations under the Data Protection Legislation, the Data Processor shall, in relation to any Personal Data processed in connection with the performance by it of its obligations under this Agreement:

(a)   process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Data Processor to process Personal Data (Applicable Laws). Where the Data Processor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:

(i) the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;

(e) assist the Data Controller in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators;

(f) notify the Data Controller without undue delay on becoming aware of a Personal Data breach and, in any event, within 24 hours;

(g) at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause.

The Data Controller does not consent to the Data Processor appointing any third party processor of Personal Data under this Agreement.

15 NOTICES

All notices under this Agreement shall be in writing shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

(b) at 9:00 am on the next Business Day, if transmitted by email; or

(c) at 9:00 am on the second Business Day following mailing, if mailed by national ordinary mail orpostage prepaid to the other party, in each case addressed to the most recent address or email address set out in the Agreement or otherwise notified to the other party.

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

16 MISCELLANEOUS

Severability. If any provision of this Agreement is or becomes prohibited by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be modified to the minimum extent required in order to give its intended effect, else to the extent that this is not possible, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement without affecting any other circumstances of or the validity or enforcement of the remainder of this Agreement.

No Waiver. Unless a party expressly waives its rights in writing no delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party

Further Assurance. Each party shall from time to time upon the request of the other party execute any additional documents and do any other acts or things which may reasonably be required to give effect to the purposes of this Agreement.

Set Off. Where LBV has incurred any liability to the Sponsor, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated it may set off the amount of such liability against any sum that would otherwise be due to it by the Sponsor.

Entire Agreement. The parties agree that this Agreement constitutes the entire agreement between the parties and the Sponsor confirms that it has not entered into it on the basis of any representation that is not expressly incorporated into this Agreement.

Third Party Rights. Except as expressly provided otherwise, this Agreement shall not be enforceable by any third party in accordance with the Contracts (Rights of Third Parties) Act 1999.

Partnership. This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties.

Variation. This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.

Transfer. This Agreement is personal to the Sponsor and the rights and obligations hereunder may not be assigned or transferred to a third party without the prior written approval of LBV. LBV may assign or transfer its rights and obligations hereunder without the Sponsor’s prior written consent.

Successors. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.

Law & Jurisdiction. This Agreement shall be governed by English law and disputes arising under or in relation to it or its subject matter shall be subject to the exclusive jurisdiction of England and Wales