Terms and Conditions
This document (the "Agreement") sets out the terms and conditions agreed between us, Petfre (Gibraltar) Ltd (whose trading address is at 5.2 Waterport Place, Gibraltar) (referred to in this Agreement as "Betfred.com", "we" "us" or "our" as applicable) and you (being the person set out on the relevant application form) (referred to in this Agreement as "you" or "your" as applicable), regarding your application to join (and if your application is successful, your membership of) our affiliate program and to promote the websites currently situated at www.betfred.com, mobile.betfred.com and any other Betfred.com owned website (each and all such websites to be referred to from hereon in as the "Betfred.com Site") and the creation of internet hyperlinks from your website(s) (the "Partner Site") to the Betfred.com Site (the "Links").
1.1 This Agreement replaces all previous terms and conditions for our affiliate program. In the event there is a conflict between this Agreement and any other additional terms (whether they be incorporated on the Betfred.com Site or any third party website or platform) this Agreement shall take prevail unless such additional terms expressly vary this Agreement.
1.2 We may change all or any part of this Agreement at any time. Notice of any changes will be given by message to your email address 7 days in advance of any such changes being made. If you do not agree to the changes you should terminate this Agreement in accordance with its terms. We will publish details of any changes to the terms and conditions in clause 14 below. Your continued participation in our affiliate program after we have posted the changes will constitute binding acceptance of the amended terms and conditions.
In this Agreement (except where the context otherwise requires):
2.1.1 Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
2.1.2 the singular includes the plural and vice versa;
2.1.3 Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); and
2.1.4 A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.
3. Your Application
To become a member of our affiliate program you will need to accept this Agreement by ticking the box indicating your acceptance below and completing and submitting an online application form. The application form will form an integral part of this Agreement. We will, in our sole discretion, determine whether or not to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful. If your application is rejected, you may reapply at any time. If your application is successful, we will email to you the necessary instructions as to what you must do to include the Links on the Partner Site.
4. The Links
4.1 Throughout the Term, you shall prominently incorporate and continually display the most up to date Links provided to you by Betfred.com on the Partner Site in a manner agreed between you and us and you shall not alter the form or operation of the Links without Betfred.comís prior consent. If and when we approve your application, the Partner Site should display the appropriate Links within 4 weeks of being notified that you have been accepted. We will notify you of any new / amended Links via the email address provided on your application under clause 3 and upon notification to you, such Links shall be updated on the Partner Site within a reasonable amount of time following receipt by you of such notification). If you fail to so display the Links we may terminate this Agreement immediately on written notice to you.
4.2 You agree to give Betfred.com your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
4.3 You shall ensure that you do not place any Links on pages of the Partner Site aimed at persons under the age of 18 years or if the Partner Site is prohibited by the applicable laws in a relevant jurisdiction, to anyone who is not at an age where they can lawfully participate.
4.4 In the event that you wish to place the Links on websites other than the Partner Site, you must first obtain Betfred.comís written consent.
4.5 Betfred.com has the right to monitor the Partner Site to ensure you are complying with the terms of this Agreement and you shall provide Betfred.com with all data and information (including, but not limited to, passwords) to enable Betfred.com to perform such monitoring at no charge.
4.6 If we discover that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you and to immediately terminate this Agreement without notice to you.
4.7 You may not, without our prior written consent, purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of Betfred.comís trade marks or trade names from time to time or otherwise include the word "Betfred" or any variations of each thereof, or include metatag keywords on the Partner Site which are identical or similar to any of Betfred.comís trademarks or trade names from time to time or otherwise include the word "Betfred". In the event that you carry out any of the activities listed in this clause 4.7 without our prior written consent we shall be entitled, at our absolute discretion, to retain any monies owed to you until such issue is resolved and/or to terminate this Agreement.
4.8 Neither you nor your Direct Relatives and/or any person connected with you and/or your Direct Relatives are without our prior written consent eligible to become Customers (as defined below) and you shall not without our prior written consent be entitled to any share of Net Revenue or any CPA Payments (or any other remuneration from Betfred.com) in relation to such Direct Relatives and/or any persons connected to you and/or your Direct Relatives. Direct Relatives in this context shall include your spouse, partner, parent, child or sibling. Neither you nor your Direct Relatives (nor any person connected to you and/or your Direct Relatives) shall abuse the affiliate program for your/their own personal gain (such abuse to include, but be in no way limited to, the off-setting of losses from personal bets against Net Revenue and/or CPA Payment gains achieved via the affiliate program) or shall use the affiliate program in a manner which is disingenuous, without good faith and/or not in the spirit of the affiliate program. If we, in our reasonable opinion, suspect that you and or your Direct Relatives or any person connected to you and/or your Direct Relatives are engaging in such abusive and/or disingenuous activities we reserve our rights to terminate this Agreement immediately on written notice to you and with no liability to you. In the event of such termination, any and all sums owed by you (if applicable) will become immediately due and payable.
4.9 You shall indemnify on demand and hold harmless us from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by us in consequence of any breach by you of clause 4.7 or 4.8.
4.10 You shall not without our prior written consent (where appropriate):
4.10.1 directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Partner Site to access the Betfred.com Site (e.g. by implementing any "rewards" programme for persons or entities who use the Links on the Partner Site to access the Betfred.com Site);
4.10.2 read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
4.10.3 in any way modify, redirect, suppress, substitute or deconstruct the operation of any button, link, or other interactive feature of the Betfred.com Site;
4.10.4 engage in transactions of any kind on the Betfred.com Site on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
4.10.5 take any action that could reasonably cause any end user confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
4.10.6 other than providing the Links on the Partner Site in accordance with this Agreement and any promotion contemplated by clause 4.11, post or serve any advertisements or promotional content promoting the Betfred.com Site;
4.10.7 post or serve any advertisements or promotional content promoting the Betfred.com Site or otherwise around or in conjunction with the display of the Betfred.com Site (e.g. through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action;
4.10.8 attempt to artificially increase monies payable to you by Betfred.com;
4.10.9 cause the Betfred.com Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Partner Site; or
4.10.10 attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme.
4.11 If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement immediately without notice or liability to you.
4.12 If you contact any of your users to promote the Betfred.com Site or the Links, you shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Betfred.com and that any complaint that the relevant user may wish to make should be addressed to you and not Betfred.com.
4.13 You shall at all times comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation. Furthermore, you shall, and shall procure that, any third parties who have access to any Customer data (or any personal data generally relating to customers of Betfred.com who may or may not be Customers as defined) via any form of data management arrangement or otherwise with you shall at all times comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation. We accept no liability for any breach by you and/or any third party of the Data Protection Act 1998 and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003, and/or any other related or similar legislation.
4.14 Should your participation in the affiliate program (or any activity undertaken by you (or any third party detailed in clause 4.13 above)) be deemed to be in contravention of any requirements of any legal or regulatory body, you warrant that, and you shall procure that any third party shall warrant that, the participation and/or the activity will cease immediately upon notification that such participation and/or activity is in contravention of any such legal and/or regulatory requirements and that you shall, and shall procure that any third party shall, act in compliance with any and all investigative and/or rectification requirements of that legal or regulatory body.
5. Betfred.comís Obligations
5.1 Betfred.com shall supply you with the Links for inclusion on the Partner Site and may update such Links from time to time. We will notify you by email to the email address provided with your application as and when such Links are updated.
5.2 Subject to you complying with Betfred.comís instructions with regard to tracking Customers accessing the Betfred.com Site via the Links on the Partner Site, Betfred.com shall use its best endeavours to ensure that whenever a Customer (as defined below in clause 6.3) links to the Betfred.com Site through the Links on the Partner Site and they subsequently register with Betfred.com, the relevant Customer is identified as originating from the last Partner Site via which the Customer accessed the Betfred.com Site immediately prior to registration. [In that respect, Betfred.com enforces a last click policy for all Partners.] However, Betfred.com shall not be liable to you in any way if Betfred.com is unable to identify a Customer as originating from the Partner Site.
5.3 Betfred.com shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any related business or company.
6.1 New applicants to the Affiliate Programme will automatically be paid on a Net Revenue share basis, (as defined below) and such monies shall be dealt with in accordance with clause 6.2. If you would prefer to receive CPA Payments (as defined below) then you should send an email to firstname.lastname@example.org stating on what basis you would like the CPA Payments to be calculated and such requests will be dealt with on a case-by-case basis and monies shall be dealt with in accordance with clause 6.4.
6.2 If you receive a share of Net Revenue, then Betfred.com shall pay you (in accordance with the provisions of clause 6.7) the currently published percentage (as detailed on the commission page of your Betfred.com Affiliate account) of Net Revenues (as defined below) received during the Term (as defined below).
6.3 "Net Revenues" shall mean all gross monies received by Betfred.com from Customers through the Betfred.com Site less all of the following: (i) monies paid out to Customers as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) or other statutory deductions or payments to licensing authorities including without limitation the licensing charges of the British Horse Racing Board; (iii) charges levied by electronic payment or credit card organisations; (iv) bad debts; (v) monies attributed to fraud; (vi) returned stakes; (vii) provisions for transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs); (viii) any monies received from Customers who bet with Betfred via a platform owned or operated by a third party; (ix) the cost of 'free bets' or 'free chips' provided to Customers as a promotional or marketing activity; (x) monies paid out to mobile platform operators. "Customers" shall mean visitors from the Partner Site who enter the Betfred Site via the Links and who provide registration information to Betfred.com (including without limitation the provision of a valid email address) and for whom Betfred.com opens an account and such visitor places a bet with Betfred.com and is not at that time an existing customer of Betfred.com.
6.4 If you receive CPA Payments, then Betfred.com shall pay (in accordance with the provisions of clause 6.7) a CPA Payment, as detailed on the commission page of your Betfred.com Affiliate account ("CPA Payments"), for each real first time depositing Customer that places a qualifying bet on the Betfred Site, provided that Betfred receives full payment in respect of such bet and such bet is not placed using any 'free bet' or other promotion provided by Betfred.com to such Customer.
6.5 Where we refer to ĎLifetime Revenueí on our Site (or otherwise), we intend it to mean that you will continue to receive the minimum Revenue Share, in respect of previously-introduced Customers, for such time as those Customers continue to bet, or play, on the relevant Site and your account remains active and promoting Betfred.com.
6.6 Betfred.com shall provide you with statements accessible through the website at "http://partners.betfredaffiliates.com" (the "Betfred.com Affiliates Website") detailing the number of Customers and your share of Net Revenues and/or CPA Payments (as appropriate), if any, which have accrued to you over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, Betfred shall record your total share of Net Revenues and/or CPA Payments (as appropriate), if any, during the previous calendar month ("Revenue Share"). In the event that a Revenue Share in any calendar month is a negative amount, Betfred.com shall be entitled but not obliged to carry forward and set off such negative amount against future Revenue Shares which would otherwise be payable to you. However, Betfred shall also be entitled but not obliged to zero the negative balance that would otherwise be carried forward. If a Revenue Share does not exceed the minimum pay out per payment option, Betfred.com shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds the minimum payment, at which time payment shall be made in accordance with clause 6.7. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than the total minimum payment in any given month.
6.7 Subject to clause 6.6, at the end of a calendar month, the Revenue Share (or CPA Payments if applicable) payable by Betfred to you shall be automatically raised and paid out (in accordance with clause 6.6) within 30 days of the end of the relevant calendar month. Such Revenue Share shall be paid in [either pounds sterling or US Dollars].
6.8 If an error is made in the calculation of your share of the Revenue Share, Betfred.com reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by Betfred to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
6.9 Net Revenues received in currencies other than [pounds sterling / US Dollars] shall be converted in accordance with Betfred.comís standard currency exchange policy.
6.10 If, in Betfred.comís sole opinion, we suspect any Fraud Traffic has derived from your acts or omissions, we may withhold payment to you of monies due in accordance with this Agreement while we investigate the relevant transactions. Betfred.com are not obliged to pay you any monies during this period for any Customers who, in our sole opinion, are in any way related to the suspected Fraud Traffic, and we reserve the right to recalculate payments made to you in light of any such Fraud Traffic. Fraud Traffic in this context shall mean any traffic directed to the Betfred.com Site which derives from or is ancillary to any of your acts or omissions which is disingenuous and/or outside of the spirit of the affiliate program. For the avoidance of doubt, if any such Fraud Traffic occurs as a result of your acts or omissions, it shall be considered a material breach of this Agreement and we will be entitled to terminate your membership of the Affiliate Program immediately without notice or liability to you.
6.11 You acknowledge and agree that, in addition to the affiliate program, Betfred.com also uses television advertising as a way to promote its products (ďTV AdvertisingĒ) and that, from time to time, such TV Advertising exposure will be increased to take the form of a campaign intended to drive customers to the Betfred.com Site. You further acknowledge and agree that during campaigns of increased TV Advertising (to be determined solely at Betfred.comís discretion), any Customer that accesses the Betfred.com Site via a Link on the Partner Site must place a qualifying bet on the Betfred.com Site within 48 hours of access via that Link in order for you to receive a share of the Net Revenue derived from that Customerís bet.
7. Intellectual Property
7.1 Betfred.com grants you a non-exclusive and worldwide licence to display the Betfred.com brand features and related content (the "Betfred.com Content") during the Term solely for the purposes of the display of the Links by you on the Partner Site as set out in this Agreement and in accordance with Betfred.comís guidelines as may be provided to you from time to time. All rights not expressly granted by us are hereby reserved. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Betfred.com to its customers from time to time shall remain the property of Betfred.com. You are not permitted to use the Betfred.com Content in any way that is detrimental to Betfred.com or the reputation or goodwill of Betfred.com. You are not permitted to alter or modify in any way the Betfred.com Content without the express prior written consent of Betfred.com.
7.2 If, in our reasonable opinion, we determine that use by you of the Betfred.com Content is in any way detrimental to us or the reputation and goodwill of Betfred.com (or any of our related businesses) or that you have altered or modified in any way the Betfred.com Content, we shall be entitled to terminate this Agreement immediately on written notice to you (and without liability to you).
7.3 You agree that the Partner Site shall not resemble in any way the look and/or feel of the Betfred.com Site, nor will you create the impression that the Partner Site is the Betfred.com Site (or any part thereof).
8.1 Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
8.2 You warrant, represent and undertake to us that you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement and that you fully comply with, and shall continue to fully comply with, all applicable laws and regulations.
8.3 You represent, warrant and undertake that the Partner Site shall contain no material which, in our sole opinion, is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights and shall not link to any such material.
8.4 You warrant that you shall at all times comply with the provisions of the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related legislation and you shall indemnify on demand and hold harmless Betfred.com from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly, by Betfred in consequence of any breach by you of this warranty.
We make no representation that the operation of the Betfred.com Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.
You (the "Indemnifying Party") shall indemnify on demand and hold harmless Betfred.com and each of Betfred.comís associates, officers, directors, employees, agents, shareholders and partners (the "Indemnified Party") from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non performance or non observance by the Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Agreement.
11. Exclusion of Liability
11.1 Nothing in this clause 11 shall limit Betfred.comís liability for death or personal injury resulting from Betfredís negligence or for fraud.
11.2 Betfred shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
11.2.1 loss (whether direct or indirect) of revenues, profits, contracts, business, business opportunities, anticipated savings or wasted expenditure; or
11.2.2 any loss of goodwill or reputation; or
11.2.3 any loss or corruption (whether direct or indirect) of data or information; or
11.2.4 any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or any other matter under this Agreement.
11.3 The liability of Betfred.com shall not, in any event, exceed the sum of the total monies paid by Betfred.com to you over the 12 month period preceding the date on which such liability accrued.
12. Term and Events of Default
12.1 This Agreement shall start on the date that we notify you that your application has been successful in accordance with clause 3. This Agreement shall continue thereafter unless and until terminated in accordance with this Agreement (the "Term").
12.2 Notwithstanding clause 12.1, either party ("Non-Defaulting Party") may bring the Term to an end with immediate effect by written notice to the other party ("Defaulting Party") if:
12.2.1 the Defaulting Party commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice of such breach from the other;
12.2.2 the Defaulting Party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium or any other similar process or event whether in the United Kingdom or otherwise.
12.3 Either party may terminate this Agreement on delivery of four weeks prior written notice to the other party.
12.4 If you do not deliver one (1) new depositing account within a period of three months (billed months) and/or or your affiliate account is exhibiting an unusual level of high net losses and you are no longer actively promoting Betfred, we may contact you to discuss your account. If we do not receive a positive response that you will actively promote Betfred.com in the future (and we can see evidence of this within 7 days) or a justifiable reason as to why you are exhibiting such an unusual level of high net losses, we may, in our absolute discretion, reduce any Lifetime Revenue payable to you to a default revenue share of 10% per previously introduced Customer with immediate effect or terminate this Agreement immediately by delivery of written notice to you.
12.5 If we, in our reasonable opinion suspect that you and/or anyone connected to you (whether that be a Direct Relative as defined in clause 4.8 or otherwise) are abusing the affiliate program for your own gain or in any way which is disingenuous and/or is not in keeping with the spirit of the affiliate program (whether you gain personally from such use or not), we may terminate this Agreement immediately by delivery of written notice to you and with no liability to you.
12.6 Each party shall immediately give notice in writing to the other party of any event within clause 12.2.2 which occurs during the Term and which would entitle the other party to bring the Term to an end.
12.7 Without prejudice to clause 12.3, we reserve the right to terminate this Agreement at any time and for any reason immediately by delivery of written notice to you.
12.8 The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 4.7, 4.12, 8, 9, 10, 11, 12.8, and 13, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.
13.1 This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
13.2 If either party fails to pay by the due date any amount payable by it under this Agreement, the other party shall be entitled but not obliged to charge simple interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2% per cent per annum above the base rate for the time being of Barclays Bank Plc.
13.3 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
13.4 You shall not without the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment, sub-licensing and/or sub-contracting in breach of this clause shall confer no rights on the purported assignee and shall entitled us, at our discretion, to terminate this Agreement immediately on written notice to you and with no liability to you.
13.5 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
13.6 Any notice given or made under this Agreement to Betfred.com shall be by email to the relevant Affiliate Managerís email address which will be provided to you following your successful application under clause 3. Betfred.com shall send you any notices given or made under this Agreement to the email address supplied on your application form or such other email address as notified by you to Betfred.com. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 09:00 GMT on a Business Day the notice shall be deemed to have been received at 09:00 GMT on that day, and if deemed receipt occurs after 17:00 GMT on a Business Day, or on any day which is not a Business Day, the notice shall be deemed to have been received at 09:00 GMT on the next Business Day. "Business Day" shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in England.
13.7 Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
13.8 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.9 Neither party shall make any announcement relating to this Agreement nor its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
13.10 Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
13.11 The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.
13.12 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.
14. Changes to this Agreement
This Agreement was last amended on 21/08/2013.