Express Ads - Terms & Conditions

Interpretation

In these Terms the following words and phrases will have the following meanings:

Action: a single agreed occurrence within the Paid Search Process as specified on the Order;

Budget: your agreed budget in respect of third party costs and disbursements which we procure to deliver the Services as set out in the Order or as varied by these Terms;

Campaign: an agreed advertising campaign;

Charges: our quoted charges set out in the Order or as varied by these Terms;

Click: a visitor delivered to your website from a link in a PPC Campaign;

Client (you or your): the person whose details are set out in the Order and who has requested the Services;

Client Materials: any documents, manuals, data, materials or other information provided by you in relation to the Services including, without limitation, creative and material subject to your Intellectual Property Rights;

Company (we, us or our): Latitude Digital Marketing Limited (registered in England and Wales with number 07050923) and its successors and assigns;

Company Materials: any documents, manuals, data, materials or other information provided by us in relation to the Services;

Confidential Information: any and all trade secrets and confidential or proprietary information concerning its products, services, customers, suppliers, business accounts, financial or contractual arrangements, or other dealings, computer systems, test data, software, source and object code, business methods and development plans, and Know How contained in any format and whether or not communicated orally and whether or not marked “confidential”

Contract: a contract for the provision of the Services;

Digital Media: a Campaign using digital processes including, without limitation, banner advertisements, social media, web development and affiliate building where you agree to pay us for the provision of each such process and related consultancy services;

Events: Any specified number of online advertising events delivered to individuals through the provision of the Services, including, without limitation, impressions;

Inappropriate Content: any content which infringes any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights;

Intellectual Property Rights: any patent, patent application, Know-How, trade or service mark, trade or service mark application, trade name and logo, registered design, design right, copyright or other similar intellectual or industrial right whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;

Know-How: inventions, discoveries, improvements, designs, techniques, computer programs and other processes and information (including without limitation that derived from formulae, techniques, designs, specifications, drawings, component lists, manuals, codes of practice, instructions and catalogues;

Paid Search Process: the process commencing with a visitor from a link in a PPC Campaign and ending with an Action in respect of that visitor;

Order: our order form setting out, amongst other things, your details and the Services

PPC Campaign: a Campaign using paid search where you pay to us the full cost of all Clicks purchased from key-word providers plus an agreed management fee;

Services: the services detailed in the Order and being either Digital Media, a PPC Campaign, SEO or any combination of them;

Term: the time period from the commencement of the Contract to its expiry or termination as provided for in these Terms;

Terms: these terms and conditions;

Writing: includes electronic mail and facsimile transmission

Any reference in these Terms to a statute or statutory provision will be construed as a reference to it as from time to time amended, consolidated, modified, extended, re-enacted or replaced and includes all statutory instruments, notices or orders made under it.

The headings in these Terms are for convenience only and do not affect their interpretation.

Any reference to a “person” in these Terms includes a reference to an individual (i.e. a Sole Trader) or a body corporate (or unincorporate or a partnership).

References to any gender include any other gender and the singular includes the plural and vice versa.

  1. About us
    1. Company details. Latitude Digital Marketing Limited (company number 07050923) (we and us) is a company registered in England and Wales and our registered office is at One Park Lane, Leeds, West Yorkshire, LS3 1EP. Our main trading address is 700 Mandarin Court, Warrington, Cheshire, WA1 1GG. Our VAT number is GB974986541. We operate the website https://www.latitude-express.com.
    2. Contacting us. To contact us telephone our customer service team at 08450 212223 or e-mail help@latitude-express.com. Details on how to give us formal notice of any matter under the Contract is set out in clause 17.
  2. Our contract with you
    1. Our contract. These terms and conditions (Terms) apply to any Order which you may place with us in relation to which we will provide Services by you and supply of Services by us to you, which will be incorporated into and form the basis of the Contract between you and us. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. If there is any conflict or inconsistency between the terms of the Order and these Terms, the terms of the Order will prevail.
    2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    3. These Terms and the Contract are made only in the English language.
    4. Your copy. You should print a copy of these Terms or save them to your computer for future reference.
  3. Placing an order and its acceptance
    1. Placing your order. Please follow the onscreen prompts to place an Order. You may only submit an Order using the method set out on the site. Each Order is an offer by you to buy the services specified in the Order (Services) subject to these Terms.
    2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order and any specification submitted by you is complete and accurate. We reserve the right to correct any typographical or clerical error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information.
    3. Acknowledging receipt of your Order. After you place your Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 4.
    4. Accepting your Order. Our acceptance of your Order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
    5. If we cannot accept your Order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount.
  4. Cancelling your Order and the Contract
    1. You may cancel the Contract at any time if you notify us as set out in clause 2 below.
    2. To cancel the Contract, you must complete the https://ads.latitude-express.com/account-details on our website. We will email you to confirm we have received your cancellation. You can also email us at help@latitude-express.com or contact our Customer Services team by telephone on 08450 212223 or by post to Latitude Group Ltd, 700 Mandarin Court, Warrington, WA1 1GG. If you are emailing us or writing to us please include details of your Order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
    3. If you cancel the Contract, we will stop providing the Services once all allocated media budget has been spent and take no further payment beyond the end of the relevant calendar month in which the Contract is cancelled.
  5. Our services
    1. Provision of Services. We will provide to you, and you will purchase from us, the Services subject to these Terms. Any changes, additions or variations to the Services, the Order, these Terms or the Contract after submission of an Order must be agreed in Writing by our respective authorised representatives. In such circumstances, you will pay us all Charges, Budget, costs and expenses associated with any such change, addition or variation.
    2. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if, in our reasonable opinion, any amendment will not materially affect or will improve the nature, performance or quality of the Services.
    3. Standard of Services. We warrant to you that the Services will be provided using reasonable care and skill. You acknowledge and agree, however that we do not guarantee first position or consistent top ten positions for any particular keyword, phrase or search term as this is solely at the decision of the search engines themselves to list a website, and you further acknowledge and agree that we have no control over the policies of search engines with respect to the type of websites and/or content that they accept or the way in which websites are ranked either now or in the future, and we will not be liable to you for any actions of search engines including, but not limited to the temporary or permanent de-listing of a website or refusal of any submission made by us on your behalf.
    4. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
    5. Where the Services involve us delivering a specified number of Events, you acknowledge that those Events are subject to factors beyond our control, such as relevant individuals accessing web pages at which those Events may be delivered; accordingly, any specified number of Events will be treated as a target only, we will have no liability for any failure to deliver any specified number of Events; and we may, acting reasonably, expand the selection of targeted individuals to an appropriate audience in order to obtain the desired number of Events.
    6. Client Materials. You acknowledge that we do not profess to, nor do we promote our expertise in determining whether or not any Client Materials might be deemed to be or contain Inappropriate Content. We reserve the right, without any liability to you, to refuse to upload Client Materials where we reasonably suspect that such content is, or could be construed as, Inappropriate Content or an infringement of any third party Intellectual Property Rights. We will notify you as soon as reasonably practicable if we become aware of any allegation that any content in the Materials may be Inappropriate Content or may constitute an infringement of any third party Intellectual Property Rights. You agree to indemnify us against all damages, losses, costs and expenses arising from any claim that the Client Materials or any other content to which it may link constitutes or is purported to constitute Inappropriate Content or an infringement of any third party Intellectual Property Rights.
    7. Legal Obligations. If we are unable to deliver the Services (in full or in part) or comply with our obligations under the terms of the Contract because it is necessary for us to conform with any legal or statutory obligations or regulations to which you are subject and we are not then you will:
      1. pay us such Charges as you would otherwise be required to make if the conformity to ensure compliance had not been necessary; and
      2. indemnify us against all costs, claims, demands, expenses, losses, damages and liabilities incurred by us as a result of such non-conformity and subsequent actions taken to ensure conformity.
  6. Your obligations
    1. It is your responsibility to ensure that:
      1. the terms of your Order are complete and accurate, and appropriate for your requirements (in relation to which we make no warranty or representation);
      2. you co-operate with us in all matters relating to the Services;
      3. you provide us, our employees, agents, consultants and subcontractors, with access to your websites, systems and other resources as we may reasonably require in our provision of the Services;
      4. you provide administrative or back-end website to any website to which the Services related for analysis of its content and structure, permission for us to make changes to any such website for the purposes of optimisation and access to existing traffic statistics analysis and tracking purposes;
      5. you provide us with such information and materials (including Client Materials) which we may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects, that any Client Materials do not contain any Inappropriate Content and that they do not constitute any infringement of any third party Intellectual Property Rights;
      6. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
      7. you comply with all applicable laws relating to your receipt of the Services;
    2. If our ability to perform the Services is prevented or delayed by any failure by you, your personal or any person contracted by you to fulfil any obligation listed in clauses 1, 7 and 8 below (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent that Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 14 (Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  7. Charges
    1. In consideration of us providing the Services you must pay the Charges in accordance with this clause 7, as well as the Budget, save where the Sales Order provides that you will pay the Budget (or any part of it) directly to any third party providers, in which case:
      1. You acknowledge that it is a material provision of the Contract that you will pay such Budget to any third party provider promptly and in full. And
      2. you will comply with our reasonable instructions in relation to the access, operation and management of the PPC Campaign account to which the budget relates.
    2. The Charges are the prices quoted on our site at the time you submit your Order.
    3. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.6 for what happens if we discover an error in the price of the Services you ordered.
    4. We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase will take effect on the first anniversary of the Commencement Date and will be based on the latest available figure for the percentage increase in the Retail Prices Index.
    5. Our Charges and any Budget are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    6. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the Order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
  8. How to pay
    1. Payment for the Services is in advance. We will take your first payment immediately upon acceptance of your Order and will take subsequent payments monthly in advance.
    2. You can pay for the Services using a debit card or credit card. We accept all cards accepted by STRIPE
    3. We may issue invoices for the Charges and Budget in advance of the Services to which they relate. .You must pay any such invoices before we commence those Services; if we have not received payment in full and cleared funds we may suspend provision of the Services until such payment has been made.
    4. Where we issue an invoice in advance of the Services to which the invoice relates, the invoice may represent an estimate of the aggregate Budget and Charges for the relevant Services. Accordingly, we will reconcile any amounts paid by you pursuant to our invoices against the amounts actually incurred in the performance of the Services, and will carry forward any such overpayments and apply them against any Charges and Budget payable by you for any further Services, or against any other sums which you owe to us.
    5. You will be liable for Charges upon a Click or an Action occurring regardless of whether or not your internet web page is operational for any reason whatsoever.
    6. We will send you an electronic invoice within seven days of the beginning of the month following payment.
    7. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).We will be entitled to appropriate any payments received from you to any outstanding invoices or other payments due to us from you in any order we may deem appropriate.
  9. Complaints

    If a problem arises or you are dissatisfied with the Services, please contact us at help@latitude-express.com.

  10. Intellectual property rights
    1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any Client Materials provided by you) will be owned by us.
    2. Subject always to payment in full of all Charges and related Budget in accordance with clause 8 above, we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and use the Company Materials (excluding Client Materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not in any way sub-license, assign or otherwise transfer the rights granted in this clause 2, nor use any of our Intellectual Property Rights in any other way or for any other reason than our provision and your receipt of the Services.
    3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials provided by you to us for the term of the Contract for the purpose of providing the Services to you, and warrant that you own, or have a valid and subsisting licence to use all Client Materials. You further warrant that our use of the Client Materials for the purpose of providing the Services will not infringe the Intellectual Property Rights or any other rights of any third party and agree will indemnify us against all costs, claims, demands, expenses, losses, damages and liabilities of whatsoever nature arising out of or in connection with your breach of this clause 10.3 and any claim that the use or possession of the Client Materials or the provision of the Services in accordance with the Contract infringes the Intellectual Property Rights or any other rights of any third party.
    4. In relation to PPC Campaigns, should you issue an instruction to us to bid on branded keyword terms of your competitors you will indemnify us for any liability arising from such bid activity, including in relation to any alleged infringement of third party Intellectual Property Rights.
  11. How we may use your personal information
    1. We will use any personal information which you provide to us to:
      1. provide the Services;
      2. process your payment for the Services;
      3. refer your details to credit reference agencies for the purposes of due diligence and credit and risk management; and
      4. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
    2. Further details of how we will process personal information are set out in our Privacy Policy.
  12. Limitation of liability
    1. This clause 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to you in respect of: any breach of Contract, any use by you of the Services, Company Materials or any part of them, and any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
    2. Without prejudice to clause 5.3, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    4. Subject always to clause 12.4 above, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill;
      7. any costs, claims, demands, expenses, losses, damages and liabilities or other claims of any nature whatsoever caused by or arising from:
        1. any Client Material, information or instructions supplied by you being incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form;
        2. any act or omission of yours, your personnel, or any other person contracted to you;
        3. any failure by you to comply with any legal or statutory obligations or regulations,
        4. any failure by you to comply with any recommended course of action which we make to you as part of the Services; any act or omission of any third party person (not within our reasonable control); and
        5. any infringement of Intellectual Property Rights or any other rights of any third party arising from the Client Materials. and
      8. any indirect or consequential loss.
    5. Subject to clause 4, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract during the Term.
    6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we will have no liability for that event. The notice period for an event will start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and will expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    7. This clause 12 will survive termination of the Contract.
  13. Confidentiality
    1. Both during the Contract and after its termination or expiry, you and we will treat as confidential (and will ensure that the personnel of each of them treat as confidential) and will not (and will procure that the personnel of each of them does not) other than in the proper provision of the Services, use or disclose to any person any Confidential Information belonging to the other party or its clients or suppliers, nor permit its use or disclosure.
    2. Clause 13.1 will not apply where Confidential Information is divulged to:
      1. either party’s own employees and then only to those employees who need to know the same;
      2. either party’s auditors, an officer of HMRC, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons having a right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation.
    3. Both parties undertake to ensure that persons referred to in clause 13.2 are made aware before the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.
    4. Each party will promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and will give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.
    5. This clause will survive the termination of the Contract.
    6. Clause 13.1 will not apply to any information which:
      1. may come into the public domain otherwise than through unauthorised disclosure;
      2. the recipient party can show was in its possession or known to it by being in its use or recorded on its files prior to receipt from the disclosing party and was not previously acquired from the disclosing party under an obligation of confidence;
      3. the recipient party obtains or has available from another source without breach by it of any confidentiality obligations owed to that source or the disclosing party; or
      4. is required to be disclosed to any court of competent jurisdiction or any competent judicial, governmental or regulatory body provided that prior to such disclosure the recipient will notify the disclosing party (to the extent permitted by law) of the full circumstances and the information that will be disclosed.
    7. Notwithstanding clause 13.1, unless you notify us otherwise in writing you agree that we may:
      1. use your name and logo (both on our website and in our publicity materials) to describe you as a recipient of our services; and
      2. generate case studies referring to you and the Services and use them to promote our business, subject to us consulting with you and obtaining your written approval of any such case studies.
      This permission will continue for a reasonable period after completion of the Services. In exercising our rights under this clause we will use up to date logos and comply with your reasonable brand guidelines if you provide us with them.
    8. You agree that during the Contract and for a period of twelve months following its termination you will not directly, or by an agent whether for yourself or for the benefit of any other party, employ any of our officers or employees or induce or endeavour to induce any of our officers or employees to leave his or her employment with us. This provision will not apply where the employment of our officers or employees automatically transfer to you or any other party by operation of law.
  14. Term and Termination
    1. The Contract shall come into and continue in effect for the period specified in the Sales Order subject to earlier termination in accordance with its terms. If the Sales Order does not specify the period for which the Contract shall remain in effect, or when the Contract expires or can be terminated, either Party may terminate the Contract by giving the other notice in Writing, to expire at the end of the calendar month in which it is provided..
    2. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so,;
      2. you fail to pay any amount due under the Contract on the due date for payment;
      3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    3. On termination of the Contract you must return all of Our Materials and destroy any copies, we shall be entitled to issue an invoice to you for any uninvoiced Charges and Budget and for any other sums payable by you to us under the Contract, and such invoice shall be immediately due and payable by you; you shall pay to us all sums then owing to in respect of invoices already issued by us; and each party shall return to the other any Confidential Information (including Company Materials and Client Materials) belonging to such party and all copies of the whole or any part of them or, if requested by the disclosing party, shall destroy the same and certify in Writing to the disclosing party that it has been destroyed.
    4. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  15. Events outside our control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
  16. Non-solicitation

    You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

  17. Communications between us
    1. When we refer to "in writing" in these Terms, this includes email.
    2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  18. General
    1. Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. No partnership. Nothing in the Contract constitutes a partnership between you and us. Neither party is deemed to be the agent of the other for any purpose, and neither has the power or authority to bind the other or to contract in the name of the other, except as expressly set out in the Contract.
    6. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    7. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.