Before you become an affiliate with www.Adfiliate.co.uk, you must agree to abide by the terms and conditions contained in this agreement.
Completing the signup proccess indicates you have read, understood and agree to these terms contained in this agreement.
If there is any violation to the terms and conditions, we have the right to suspend or delete your account, or take any other legal action deemed neccessary including but not limited to the forfiet of accrude funds in your account. Failer on the part of Adfiliate to up hold or implement any part of this agreement does not invalidate the applicable section and Adfiliate reserves the right to act on any violation at any time.
Adfiliate acts as a market place for internet advertisers and publishers to enter into arrangements with each other regarding the placing of internet advertising. Adfiliate is only a facilitator and clearing house for these relationships.
These conditions of business, together with the general conditions of use for the Adfiliate website, apply to the relationship between Adfiliate and Advertisers and Adfiliate and Publishers as well as the relationship direct between Advertisers and Publishers. The same person may be both an Advertiser and Publisher.
1. Definitions
In these conditions the following words have the following meanings unless the context requires otherwise:
| “Advertiser” | means any person who using the Website offers Webvertisements which can be carried by one or more Publishers; |
| “Charges” | means Adfiliates charges from time to time for the provision of the Services; |
| “Click” | means a click through on a Webvertisement taking the user to a linked website; |
| “Contract” | means any contract between You, Adfiliate and an Advertiser\Publisher incorporating these conditions; |
| “False Triggers” | means any apparent Clicks, Leads, Sales and/or Repeat Sales in relation to any particular Webvertisement which Adfiliate at its sole discretion determines are not genuine; |
| “Fees” | means the fees specified by an Advertiser which are payable to a group of and/or particular Publishers in respect of Clicks, Leads, Sales and/or Repeat Sales in connection with a Webvertisement; |
| “Lead” | means a user who, as a result of a Click, completes the information required on the linked website and consents to it being processed; |
| “Liability” | means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities; |
| “Month” | means a calendar month; |
| “Passwords” | means any passwords, codes, user names and/or other forms of security protection to be used by You in accessing any part of the Website and/or Services; |
| “Publisher” | means any person who agrees to take an Webvertisement using the Website; |
| “Repeat Sale” | means a repeat Sale to a person who has previously made one or more of the same Sales; |
| “Sale” | means a user who via a Click accesses a website linked to the Webvertisement and then enters into any agreement to purchase any services and/or products as a result; |
| “Services” | means the services to be performed by Adfiliate for You; |
| “Website” | means the internet website operated by Adfiliate to be found at URL www.adfiliate.co.uk |
| “Webvertisement” | means an electronic advertisement intended to be used or placed on websites for access via the Internet; |
| “Adfiliate” | means Us the company that supply the Service to you, both Publishers and Advertisers. |
| “You, Your, Yourself” | means the person to whom Adfiliate supply the Services including both Publishers and Advertisers. |
2. Basis Of Contract
2.1 These conditions shall govern the agreement between You and Adfiliate and also the agreement between Publishers and Advertisers to the exclusion of any other terms or conditions.
2.2 Orders placed by You leading to a contract which is not expressed to be subject to these conditions shall still be subject to them.
2.3 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You. Adfiliate may vary these conditions at any time by amending the conditions on the Website. Any such revised conditions shall have immediate force and effect.
2.4 You are responsible for regularly checking the terms upon which the Services are provided and the terms contained in these conditions. If you do not accept any variation to these conditions You should cease using the Services.
2.5 You may not vary these conditions unless one of Adfiliates' directors agrees in writing.
2.6 Adfiliates' employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Services unless confirmed by Adfiliate in writing.
2.7 You acknowledge that You do not rely on any representation and/or warranty that has not been made in accordance with these conditions.
3. Website
3.1 Adfiliate reserves the right to change the look and feel, functionality and/or operation of the Website without notice.
3.2 You do not obtain any licence or right to the intellectual property rights relating to the Website and/or the Services. The Contract is solely for the provision of the Services via the Website and the relationship between an Advertiser and Publisher.
3.3 Adfiliate retains ownership of all intellectual property rights in the Website and/of the Services.
4. Registration
4.1 You will ensure that all details provided by You as part of the registration process for the Website are true, accurate and complete.
4.2 Adfiliate reserves the right to refuse to accept any registration by You, in whole or in part, for the Services.
4.3 Your registration for the Services is personal to You and is not transferable to any third party without the prior written consent of Adfiliate.
4.4 By registering with Adfiliate You agree that these conditions will apply to all arrangements entered into by You involving the Website and/or the Services.
5. Passwords and Security
5.1 It is Your responsibility to safeguard Your Passwords. You will responsible for all instructions and orders entered and/or made using Your Passwords and all such instructions and orders shall be deemed to be made by You.
5.2 In order to safeguard Your Passwords You must:
5.2.1 not disclose to any third party Your Passwords for any reason;
5.2.2 keep Your Passwords secret and exercise all possible care to prevent Your Passwords from being disclosed to and/or used by any third party;
5.2.3 inform Adfiliate immediately if You believe or suspect that Your Password has become known to a third party.
5.3 Adfiliate will use its reasonable endeavours to protect the Website and/or the Services from unauthorised access and/or interference.
5.4 You acknowledge the risk, when using the Internet, other network communication facilities, telephone and/or any other electronic means to communicate, that data (including personal data), the Website and/or the Services, may be accessed by and/or interfered with unauthorised third parties.
6. Orders And Contract
6.1 Adfiliate shall have the right to refuse to accept any orders placed for Services.
6.2 You shall be responsible for the accuracy of an order and for giving Adfiliate any information necessary for Adfiliate to perform its part of a Contract.
6.3 The Contract between You, the other Advertiser/Publisher and Adfiliate shall come into effect on [Adfiliates' acceptance of Your order] [Your acceptance of Adfiliates' quotation] [the other Advertiser/Publisher accepting Your order]. WHAT WILL THE APPROVAL PROCESS BE?
6.4 [No order for Services shall be deemed accepted by Adfiliate until confirmed in writing by Adfiliates' authorised representative.]
6.5 Advertisers may specify additional terms and conditions which must be accepted by a Publisher to form part of the Contract in relation to that Advertisers Webvertisements. Publishers shall be bound by any such terms and conditions if they take up an affected Webvertisement. Such terms and conditions shall not affect or apply to Adfiliate. If there is any conflict between such terms and conditions and these conditions, then these conditions shall take precedence and prevail.
7. Adfiliates' Role
7.1 Adfiliate is acting as an agent for both Advertisers and Publishers.
7.2 Adfiliate does not guarantee and/or procure the performance by a Publisher of the obligations of that Publisher to an Advertiser under a Contract.
7.3 Adfiliate does not guarantee the performance by an Advertiser of the obligations of that Advertiser to a Publisher under a Contract.
7.4 Adfiliate does not verify the identity of Advertisers and/or Publishers. This is Your responsibility if You wish to enter into a Contract with an Advertiser and/or Publisher.
7.5 Adfiliate acts as a passive conduit in relation to the formation of arrangements between Advertisers and Publishers.
8. Adfiliates' Services
8.1 Adfiliate shall monitor the level and number of Clicks, Leads and/or Sales resulting from each Webvertisement published by a Publisher.
8.2 Adfiliate shall use its reasonable endeavours to identify any False Triggers.
8.3 Adfiliate shall use its reasonable endeavours to maintain the operation of the Website and minimise any downtime of the Website.
8.4 Adfiliate shall use its reasonable endeavours to operate prudent back up and disaster recovery procedures to protect against corruption and loss of data.
9. Webvertisements
9.1 The Advertiser is solely responsible for the form and content of its Webvertisements.
9.2 The Advertiser shall ensure that all its Webvertisements comply with all relevant legal requirements, codes of practice, do not infringe any intellectual property rights, do not contain any defamatory material and do not infringe or contravene the rights of any person.
9.3 The Advertiser shall indemnify and keep indemnified both Adfiliate and the Publishers against any and all losses, claims, actions, damages, costs (including legal costs on a full indemnity basis), expenses and any other losses and/or liabilities which they may suffer as a result of the Advertiser breaching clause 9.2 above.
9.4 Adfiliate in its absolute discretion reserves the right to withdraw from the Services any particular Webvertisement which it considers is unsuitable.
9.5 The Advertiser grants to each Publisher a royalty free non-exclusive licence to publish each of its Webvertisements on the nominated websites of the Publisher.
9.6 An Advertiser may specify that a particular Webvertisement is not intended for certain geographic locations. A Publisher shall not display such a Webvertisement on a website intended for access from and/or aimed at individuals in such geographic location.
9.7 Adfiliate has no Liability for the proper operation of any Webvertisement and/or any website which can be accessed as a result of a Click.
9.8 Adfiliate reserves the right to withdraw the Services in respect of any Webvertisement which had not generated any Charges within a period of [ ] Months.
9.9 A Publisher shall not alter or amend the form of the Advertiser’s Webvertisement.
9.10 If an Advertiser has specified that its Webvertisement is only to appear on particular websites the Publisher shall only publish such Webvertisement on its websites which have been nominated by the relevant Advertiser.
10. Data Protection
10.1 You consent to the publication of Your personal data on the Website and this being communicated to and/or being available to other Advertisers and/or Publishers to the extent reasonably necessary to allow Adfiliate to provide the Services via the Website.
10.2 You consent to Adfiliate communicating with You by email or other means to inform you of information relevant to the Services and any other services provided by any other member of Adfiliates' group of companies.
10.3 You will procure that any person who provides to You any personal data in connection with a Webvertisement consents to Adfiliate accessing and processing such data for the purposes of provision of the Services to You.
10.4 You agree to comply with all data protection and privacy laws.
11. Monthly Payments
11.1 Adfiliate shall fix an amount to be paid to Adfiliate by an Advertiser not less than [ ] working days before the first day of each Month on account of the Fees and Charges for that Month. An Advertiser shall pay such amount to Adfiliate in full on or before the specified date.
11.2 If at any time Adfiliate believes that it does not and/or will not hold sufficient monies of an Advertiser to meet the Fees and Charges which are and/or may be payable by that Advertiser, Adfiliate may require that Advertiser to pay to Adfiliate such sum as will top up the monies held by Adfiliate so that it does hold sufficient monies. Immediately upon Adfiliate making such request the Advertiser shall pay such amount to Adfiliate.
11.3 If an Advertiser does not pay monies to Adfiliate as required by clause 11.2 above and/or Adfiliate is unable to contact the Advertiser then Adfiliate has the right to suspend all or part of the Services.
11.4 You accept that any monies paid to Adfiliate may be mixed with other funds from Advertisers.
11.5 Adfiliate may set a [reasonable] credit rating which must be satisfied by You.
11.6 Adfiliate reserve the right to refuse to accept orders for Services and/or to suspend the performance of all or part of the Services if Your credit rating deteriorates below Adfiliates' requirements.
11.7 An Advertiser irrevocably authorises Adfiliate to apply the monies held by Adfiliate against payment of Charges and Fees and any other monies owed to Adfiliate.
11.8 [Adfiliate is not able to accept payment by credit card.]
12. Monthly Financial Settlement
12.1 Adfiliate shall [provide] [make available on the Website] a Settlement Report to each Advertiser and each Publisher [within [ ] days of the end of each Month] showing the number of Clicks, Leads, Sales and Repeat Sales generated in that current Month by each relevant Webvertisement and the corresponding amount of Fees which are payable to each Publisher and by each Advertiser in respect of Webvertisements for that current Month. Adfiliate shall update such Settlement Report each [day].
12.2 The monies held by Adfiliate from an Advertiser will be applied first against payment of Adfiliates' charges. On condition that Adfiliate holds sufficient remaining funds from an Advertiser, Adfiliate will pay to each Publisher the relevant Fees for that Advertiser’s Webvertisements for each Month within [ ] days of the end of the Month.
12.3 Adfiliate is not liable to pay to a Publisher any Fees to the extent that there is an insufficient remaining balance of monies held by Adfiliate from the relevant Advertiser after payment of charges and other monies due to Adfiliate. Where there is such a shortfall Adfiliate shall apply the balance of monies held pro rata against paying the monies owed by that Advertiser to Publishers.
12.4 If there is any shortfall in the amount of Fees which Adfiliate is able to pay over to a Publisher from an Advertiser, Adfiliate will, at the expense of the Publisher, provide reasonable assistance to the Publisher in recovering such shortfall direct from the Advertiser.
12.5 Where the Fees due to a Publisher are less than £[ ] then Adfiliate reserves the right to hold over payment to the Publisher until the cumulative amount of the Fees to be paid exceeds £[ ].
12.6 Where any Charges and/or Fees are due to be paid and/or received by You then Adfiliate will calculate the net amount due to each Publisher and only pay the net amount due with the balance being applied towards other Fees and/or Charges which may be owed by You.
12.7 Any amounts to be paid by Adfiliate to a Publisher shall be paid by Adfiliate by electronic bank transfer unless Adfiliate elects to pay them by cheque.
12.8 Any Clicks, Leads, Sales, Repeat Sales, Fees and/or Charges which are disputed by You must be notified in writing to Adfiliate within [ ] working days of [dispatch of] [receipt of] [posting on the Website of] [the end of the Month for] the relevant Settlement Report.
12.9 If any Clicks, Leads, Sales, Repeat Sales, Fees and/or Charges disputed by You are notified to Adfiliate in accordance with clause 12.8 above then Adfiliate shall, if the dispute has not been resolved or determined by the time payment is due, not include such disputed amounts in the payments to be made by Adfiliate. Once such dispute has been resolved or determined Adfiliate will then pay the affected monies as though they related to monies due in respect of the Month in which the dispute was resolved or determined.
12.10 The decision of Adfiliate in its absolute discretion as to any dispute between a Publisher and an Advertiser in relation to Clicks, Leads, Sales, Repeat Sales and/or Charges shall be final and binding except to the extent that it relates to any breach of a Contract by Adfiliate and/or any negligence of Adfiliate.
12.11 You waive any and all claims against any other party to a Contract in respect of Clicks, Leads, Sales, Repeat Sales, Fees and/or Charges which are disputed by You which are not notified to Adfiliate in writing within the period specified in clause 12.8 above.
12.12 If due to an administrative error Adfiliate pays to You more than the proper amount of monies in respect of any Month then the amount of the overpayment shall be a debt due from You to Adfiliate and must be repaid to Adfiliate immediately.
13. False Triggers
13.1 No Fees [or Charges] shall be payable in relation to any False Triggers.
13.2 The decision of Adfiliate as to whether any Clicks, Leads, Sales and/or Repeat Sales are False Triggers shall be final and binding on all parties.
13.3 The Publisher shall not directly and/or indirectly arrange, procure and/or contribute to the occurrence of any False Triggers.
13.4 The Advertiser shall report to Adfiliate any suspicions it may have that any False Triggers have occurred.
14. Adfiliates' Charges
14.1 The Advertiser shall be liable to pay to Adfiliate the Charges. Charges will only be payable in relation to Clicks, Leads, Sales and/or Repeat Sales upon which the Advertiser is paying Fees to a Publisher.
14.2 The basis of the Charges shall be as specified on the Website from time to time.
14.3 Adfiliates' Charges are exclusive of any applicable VAT for which You shall additionally be liable.
14.4 Adfiliates' terms of payment are net cash immediately upon invoice. Time for payment to Adfiliate shall be of the essence.
14.5 If You fail to make any payment in full to Adfiliate on the due date Adfiliate may charge You [any reasonable additional administration and/or] interest (both before and after judgment) on the amount unpaid at the rate of [4]% above the base rate from time to time of [Adfiliates' bank] [{} Bank Plc]. [Such interest shall be compounded with [monthly] [quarterly] rests.]
14.6 Any monies received by Adfiliate from You may be applied by Adfiliate at Adfiliates' option against any [additional administrative costs and/or] interest charged prior to application against any principal sums due from You against which it may be applied in any order.
14.7 You shall pay all sums due to be paid to Adfiliate under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
14.8 Payment shall not be deemed to be made until Adfiliate have received either cash or cleared funds in respect of the full amount outstanding.
14.9 Adfiliate shall be entitled to render an invoice to You for any Charges at any time at any stage during performance of the Services. Invoices will normally be issued each Month.
14.10 If payment in full is not made to Adfiliate when due then Adfiliate may withhold or suspend future or current performance of the Services [and performance under any other agreement with You].
15. Performance
15.1 Dates for performance by Adfiliate are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond Adfiliates' reasonable control.
15.2 Adfiliate will use Adfiliates' reasonable [commercial] endeavours to ensure its performance on the dates specified.
15.3 Adfiliate shall not be required to fulfil orders for Services in the sequence in which they are placed.
15.4 If You refuse to allow performance of the Services then Adfiliate shall be entitled to withhold performance of any other Services and to treat this Contract as repudiated by You [and shall have the right to rescind this Contract].
16. Specification
16.1 The quantity, quality, description and/or specification for the Services shall be that set out on the Website
16.2 You agree to indemnify and keep indemnified Adfiliate against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) expenses, damages and any other losses and/or liabilities arising out of Adfiliates' use of incorrect information supplied by You.
17. Confidentiality
17.1 [You agree that You will keep confidential and not use except for purposes contemplated by this Contract, all information relating to the Services and all confidential business information regarding Adfiliate, which may be disclosed to You [or which You may learn] except where such information is public knowledge or is required to be disclosed by law.]
17.2 [You agree that You will keep confidential and not use except for purposes contemplated by this Contract all information relating to the Services which may be disclosed to You [or which You may learn] except where such information is public knowledge or it is required to be disclosed by law.]
17.3 [Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it [or which it may learn] except where such information is public knowledge or it is required to be disclosed by law.]
18. Default
18.1 If You:-
18.1.1 fail to make any payment to Adfiliate when due;
18.1.2 breach the terms of this Contract (and if the breach is capable of remedy, have not remedied the breach within [14] days of receiving notice requiring the breach to be remedied);
18.1.3 persistently breach any one or more terms of this Contract;
18.1.4 cease or threaten to cease to carry on business, or propose to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against You, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction;
18.1.5 appear to Adfiliate due to Your credit rating and/or other factors to be financially inadequate to meet Your obligations under the Contract;
18.1.6 appear to Adfiliate to be involved in money laundering and/or any other criminal activity which may adversely affect Adfiliate, other Advertisers and/or other Publishers; and/or
18.1.7 appear reasonably to Adfiliate to be about to suffer any of the above events;
then Adfiliate shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause [18.2] below.
18.2 If any of the events set out in clause [18.1] above occurs in relation to You then:-
18.2.1 Adfiliate may inform other Advertisers and/or Publishers of such event and advise them to withdraw a relevant Webvertisement;
18.2.2 Adfiliate may withhold the performance of any part and/or all of the Services and cease any Services in progress;
18.2.3 Adfiliate may cancel, terminate and/or suspend without Liability to You any agreement with You;
18.2.4 Adfiliate may retain any monies provided by You until the settlement of all claims for Charges, other monies owed to Adfiliate by You and/or Fees; and/or
18.2.5 all monies owed by You to Adfiliate shall forthwith become due and payable.
19. Effect of Termination
19.1 On termination of a Contract:
19.1.1 a Publisher shall immediately cease to display any Webvertisements relevant to that Contract;
19.1.2 an Advertiser shall immediately cease to offer to Publishers any Webvertisements relevant to that Contract; and
19.1.3 Adfiliate shall, after settlement of all Charges, Fees and other monies to be paid, reimburse to an Advertiser any remaining monies which Adfiliate may hold for that Advertiser.
19.2 WHAT OTHER EFFECTS SHOULD THERE BE?
20. Limitations On Liability
20.1 Adfiliate shall have no Liability for defective Services where the defect has been caused [or contributed to] by You [to the extent so contributed].
20.2 Adfiliate does not provide any warranty and/or guarantee in respect of the results of the Services and/or the availability and/or uninterrupted use of the Services.
20.3 Adfiliate shall have no Liability to You if the price for the Services has not been paid in full by the due date for payment.
20.4 Adfiliate shall have no Liability to You for defective Services, unless the event is notified to Adfiliate within the appropriate time limit set out in this Contract.
20.5 Adfiliate shall have no Liability for [additional] damage, loss, liability, claims, costs or expenses caused or contributed to by Your continued use of defective Services after a defect has become apparent or suspected [or should reasonably have become apparent to You].
20.6 You shall [where reasonable] give Adfiliate a reasonable opportunity to remedy any matter for which Adfiliate are liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so Adfiliate shall have no Liability to You.
20.7 You shall [where reasonable] produce to Adfiliate written evidence of any claims for which it is alleged that Adfiliate are liable together with written details of how loss was caused by Adfiliate and the steps You have taken to mitigate the loss before Adfiliate shall have any Liability for the claim by You.
20.8 Adfiliate shall have no Liability to You to the extent that You are covered by any policy of insurance and You shall ensure that Your insurers waive any and all rights of subrogation they may have against Adfiliate.
20.9 Adfiliate shall have no Liability for any matters which are outside Adfiliates' reasonable control.
20.10 Adfiliate shall have no Liability for any failure of electrical or mechanical equipment, communication lines, telephone or other communication lines, configuration problems, failure or unavailability of Internet access, Internet service providers, intermediate computer or communications networks or facilities.
20.11 Adfiliate shall have no Liability to You for any:-
20.11.1 acts and/or omissions of any other Advertiser and/or Publisher;
20.11.2 consequential losses;
20.11.3 loss of profits and/or damage to goodwill;
20.11.4 economic and/or other similar losses;
20.11.5 loss and/or corruption of data;
20.11.6 computer viruses, trojan horses and other harmful and/or destructive computer code;
20.11.7 special damages and indirect losses; and/or
20.11.8 business interruption, loss of business, contracts, opportunity and/or production.
20.12 You shall be under a duty to mitigate any loss, damage, costs or expenses that You may suffer.
20.13 Adfiliates' [total] Liability to You [in relation to any one claim] shall not exceed [£{}] the total amount of any Charges actually paid to Adfiliate. To the extent that any of Adfiliates' Liability to You would be met by any insurance of Adfiliate, then Adfiliates' Liability shall be extended to the extent that such Liability is met by such insurance.
20.14 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
20.14.1 Liability for breach of contract and/or under this Agreement;
20.14.2 Liability in tort (including negligence);
20.14.3 Liability for breach of statutory duty; and
20.14.4 Liability for breach of Common Law.
except clause [20.13] above which shall apply once only in respect of all the said types of Liability.
20.15 Nothing in this Contract shall exclude or limit Adfiliates' Liability for death or personal injury due to Adfiliates' negligence or any Liability which is due to Adfiliates' fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
20.16 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
20.17 Nothing in this Contract shall exclude or limit any of Your statutory rights which may not be excluded or limited due to You acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
20.18 The limitations in this Contract are necessary in order to allow Adfiliate to provide the Services at Adfiliates' current Charges.
20.19 [If You require greater protection then Adfiliate may agree to modify the limitations and extend Adfiliates' guarantees in return for the payment of higher Charges for the Services.]
21. General
21.1 You agree to indemnify and keep indemnified Adfiliate against any and all losses, proceedings, lost profits, damages, awards, expenses, costs (including increased administration costs and legal costs on a full indemnity basis), claims, actions and any other losses and/or liabilities suffered by Adfiliate and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by You.
21.2 No waiver by Adfiliate of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
21.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
21.4 [No party] [Adfiliate] shall [not] have any Liability to [the others][You] for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside [the affected party’s] [Adfiliates'] reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If [a party] [Adfiliate] [is] [are] affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
21.5 You shall not assign Your interest in the Contract (or any part) without Adfiliates' prior written consent.
21.6 Adfiliate may assign its rights and/or obligations under a Contract without your consent.
21.7 All third party rights are excluded and no third party shall have any right to enforce this [Contract]. [This shall not apply to members of [Adfiliates'] [group] from time to time who shall, subject to Adfiliates' consent, have the right to enforce this [Contract] as if they were [Adfiliate]. [Any right of a third party to enforce this [Contract] may be varied and/or extinguished by agreement between the parties to this [Contract] without the consent of such third party.]
21.8 [This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the [non-]exclusive jurisdiction of the English courts.]
21.9 [Any dispute arising out of or in connection with the Contract shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the President for the time being of The Law Society. This Agreement shall be governed by and construed in all respects in accordance with the Laws of England.] [This shall not prevent either party seeking interim injunctive relief from a court of law.]