PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
BY CLICKING ON THE ACCEPT BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.
Who we are and what these Terms and Conditions do
We, IGS Services Limited (company number 130881C) of 34 North Quay, Douglas, Isle of Man, IM1 4LB (Infinity,We?or Us) and our group of companies (the Infinity Group, as more particularly defined below) operate an affiliate network (the Infinity Affiliate Programme) where advertisers offer commission payments to third parties in return for traffic and/or transactions on their websites. By submitting a completed Registration Form, you apply to become an affiliate member of the Infinity Affiliate Programme on the Terms and Conditions set out below.
Changes to these Terms and Conditions
We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 30 days notice of any change by sending you an email with details of the change or notifying you of a change when you next log onto the Infinity Affiliate Programme Website.
If you do not accept the notified changes you will not be permitted to continue to use the services offered on the Infinity Affiliate Programme Website.
Terms and conditions
The definitions and rules of interpretation in this clause apply in these Terms and Conditions.
2.1?By clicking I ACCEPT, you are applying to become an affiliate member of the Infinity Affiliate Programme in accordance with these Terms and Conditions. You are responsible for ensuring that your Registration Form is complete and accurate.?
2.2?You shall only be deemed to be accepted onto the Infinity Affiliate Programme when Infinity sends you an Acceptance Email, at which point the Contract shall come into existence.
2.3?We may reject your application or terminate the Contract with immediate effect, if we determine, in our sole discretion, that Your Sites are not suitable for any reason, including, but not limited to, where there are any prohibited Materials on Your Sites or if you are involved in any Prohibited Activity.
2.4 Infinity reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
2.5 The Infinity Group is committed, in accordance with its zero-tolerance policy for bribery and corruption (the Anti Bribery and Corruption Policy), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrolment in the Infinity Affiliate Programme and in performing your activities under the Contract, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Transactions, Actions, Installs, Thousand Impressions, Leads, Clicks, Daily Adverts, Verified Customers, Commissions or otherwise. We shall reject your application or immediately terminate the Contract if We determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy.
2.6?Once you have been accepted onto the Infinity Affiliate Programme, We will offer you opportunities to earn Commission on the Infinity Affiliate Programme Website. If you wish to accept an opportunity to earn Commission:
2.6.1?You will notify Us of the Commission that you wish to earn;
2.6.2?We will complete a draft Insertion Order and submit it to you for written approval.
2.7 An Insertion Order shall not enter into force, be legally binding or have any other effect unless:
2.7.1?the?Insertion Order has been signed by both you and an authorised representative on behalf of Infinity; and
2.7.2?as at the date the Insertion Order is signed, the Contract has not terminated.
2.8?Each Insertion Order forms a separate contract between its signatories and shall incorporate these Terms and Conditions.
2.9?In the event of a conflict, the following order of precedence shall apply: these Terms and Conditions; the Insertion Order.
2.10?These Terms and Conditions 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.
3.1?Infinity shall create, operate and maintain the Infinity Affiliate Programme Website, which will include opportunities for you to advertise products and services on behalf of Merchants in return for Commission, payable to you in accordance with clause 5.
3.2?Infinity shall be permitted to use your logo solely in accordance with any reasonable written guidelines or instructions provided by you to Infinity relating to your logo from time to time.
3.3?Infinity shall provide you with one or more uniform resource locators (URLs) to link to the Merchant Sites.
3.4?Infinity will provide you with access to a summary report in Infinity's standard form setting out for the total number of Transactions, Actions, Installs, Thousand Impressions, Leads, Clicks and Daily Adverts, together with a summary of the aggregate Commission due to you in respect of the above, calculated in accordance with the Insertion Order(s). Such summary is intended for information purposes only, on an as is basis and should not be relied upon for any purpose, including payment. A full report (Final Report) setting out the actual Commission due to you shall be delivered to you by Infinity on a monthly basis. In the event of discrepancy between the summary report and the Final Report, the Final Report shall prevail.
3.5 The agreement between the parties is non-exclusive and does not prevent or restrict Infinity or any member of the Infinity Group from entering into similar or different agreements with third parties. Infinity makes no representation that these Terms and Conditions are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.
4.1?You shall use all reasonable commercial efforts to market and promote the Merchant Sites and the products and services available for sale on the same so as to generate the maximum number of Transactions, Actions, Installs, Thousand Impressions, Leads, Clicks and Daily Adverts. You are responsible for the quality and origin of all traffic that you direct to Merchant Site(s). If you send traffic of a questionable quality and/or origin to a Merchant Site, Infinity may immediately terminate the Contract.
4.2?You shall, within 5 Business Days following the Effective Date, include one or more Links on Your Site(s), and will maintain those Links on Your Site during the Term.
4.3?You shall be responsible for developing, operating and maintaining Your Site(s) and Links and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, you shall be responsible for:
4.3.1?the proper functioning and maintenance of all Links;
4.3.2 keeping Your Site(s) up-to-date and in good working order;
4.3.3?ensuring that the quality of design, content and functionality on Your Site(s) does not materially deteriorate during the Term;
4.3.4?ensuring all marketing of or relating to Your Site (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally;
4.3.5?ensuring that the content on Your Site and Links and any other material which may be linked to a Merchant Site:
(a)?does not contain anything that is defamatory, obscene, false or misleading or which otherwise violates any intellectual property rights or rights of any person;
(b) does not include any Prohibited Materials, or include any hyperlink to any Prohibited Materials;
(c)?is not marketed using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasite ware, adware or similar software, or using any other antisocial or deceptive methods;
(d)?does not include hyperlinks to Merchant Site(s) that are not Links;
(e)?does not contain any reference to Infinity, any other member of the Infinity Group or any Merchant which may be deemed as negative; and
4.4?You shall not:
4.4.1?generate or contribute to generating Artificial Traffic to Merchant Sites, including but not limited by the use of software or products that alter other affiliates link codes or intercept click through traffic from such affiliates to a Merchant Site;
4.4.2?advertise or 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 the Infinity Group's trade marks or trade names from time to time, which include but are not limited to Infinity Gaming Solutions, IGS Merchants, Midaur Casino or any word similar to the name(s) of Merchant Site(s) (Infinity Marks);
4.4.3?include any keywords in pay-per-click advertising which are identical or similar to any Infinity Marks; or
4.4.4?market the Merchant Site(s) in any way which might compete with our own marketing efforts, unless you have received written approval from Us in such regard including by the placement of Links on any Internet sites on which We place advertisements for Merchant Site(s) and the promotion of Merchant Site(s) by you by way of keyword advertising with Internet search engine.
4.5?You shall comply with all applicable laws and regulations with respect to your activities under the Contract and to your business including the Data Protection Requirements and our Anti Bribery and Corruption Policy.
4.6?Incentivised Installs are permitted but only if you obtain Infinity's consent in writing to such Incentivised Install in advance.
4.7 Any breach of clauses 4.1 to 4.7 (inclusive) will constitute a material breach of these Terms and Conditions in accordance with clause 10.4.1 and, in such event, We may terminate the Contract immediately by notice to you and retain for our own account any Commission accrued to your benefit at such time and thereafter.
4.8?Infinity may from time to time during the Term request amendments to the Links and/or Your Site(s) for the purpose of ensuring consistency and quality in the use of Infinity's trade marks and branding, and to the extent that such requests are reasonable you will make such amendments within 5 Business Days of the request.
4.9 You shall provide Infinity with:
4.10.1?all co-operation in relation to these Terms and Conditions; and
4.10.2?all access to such information as may be required by Infinity.
4.11?In the event of any delays in your provision of assistance in accordance with clause 4.10, Infinity may terminate the Contract with immediate effect or adjust any dates for performance or delivery provided to you as reasonably necessary.
4.12?You shall have a manager (the Affiliate Programme Manager) in place at all times throughout the Term. Your Affiliate Programme Manager shall have the authority to contractually bind you on all matters relating to these Terms and Conditions. You shall use reasonable endeavours to ensure as far as reasonably possible the continuity of your Affiliate Programme Manager.
4.13?Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Infinity Affiliate Programme Website and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform Infinity immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, Infinity shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefor.
4.14?You shall check the Final Report provided to you pursuant to clause 3.4 to ensure that the Commission shown is correct. Infinity accepts no responsibility for any errors or omissions and their consequential implications which are not notified to Infinity in writing within 20 Business Days of delivery of each Final Report.
4.15?You acknowledge and agree that the Merchants:
4.15.1?set up the level of Commission payable in respect of each Transaction, Action, Install, Lead, Click, Thousand Impressions and Daily Advert;
4.15.2?may change such level of Commission or discontinue payment of Commission at any time; and
4.15.3?are responsible for updating the Infinity Affiliate Programme Website to inform you of any changes to Commission payable to you.
4.16?You are accordingly solely responsible for choosing which Merchants you advertise from time to time.
5. Charges and payment
5.1 Subject to clauses 5.2 and 5.3, Infinity will pay you Commission in respect of each Transaction, Action, Install, Thousand Impressions, Lead, Click and/or Daily Advert at the Commission Rate(s) described on the Insertion Order(s) and varied by Infinity from time to time.
5.2 Commission is payable on a receipts, not accruals, basis so if Infinity receives no payment in respect of any Transaction, Action, Install, Thousand Impressions, Lead, Click or Daily Advert from the relevant Merchant, no Commission is payable to you. Infinity will use reasonable endeavours to collect payments of Commission from the relevant Merchants and then pay you on the Merchantsbehalf.
5.3 Verified Customers that become Leads by virtue of money being deposited in the Verified Customer's account by a third party shall not be counted for payments associated with CPA Commission or hybrid trackers.
5.4 Acquired players which trigger CPA and self-exclude from playing within the first 30 days of registration the CPA amount will be deducted from the commission.
5.5 In any event of a chargeback, credit or suspected underage gambler (proven or not verified to be over 18), such a player will not be considered for the purpose of the CPA plan, and any CPA Payment made to the Affiliate in respect of such Customer shall be deducted from future payments to the Affiliate.
5.6 A CPA payment will be due and payable to the Affiliate in respect of a qualifying Customer only upon: (a) the first registration of such player in one of the Sites; (b) the depositing of the minimum required amount within a month since the registration date; and (c) the placing of the minimum stake. The depositing of any such minimum amount may be made once or in a cumulative manner within the first month upon player's registration at a casino site. Any subsequent activities of such player in that Site or in other Sites, including playing different games in that Site or in other Sites will not entitle the Affiliate to any payment in respect of such activities. A CPA Payment will be paid to the Affiliate only once for each qualifying player, regardless of the number of Sites and/or number or type of games played by that player.
5.7 To prevent Fraud activity connected with payments on CPA-based plans, the payment to an Affiliate for any CPA-based plan is issued once a month.
5.8 We also apply these rules and restrictions for any CPA-based plans:
a. In case of a chargeback occurs during payment period we reserve the right to deduct the amount of chargeback plus associated fees from Affiliate's future payments and disqualify issuer's (player's) account from the purpose of CPA-based plan.
b. Affiliate will qualify for CPA payment only upon Player's first registration in Casino and if the total amount of Player's deposits will reach minimum amount in respect to your CPA plan.
c. CPA payment will be granted to Affiliate only once for each qualified Player.
5.9 You acknowledge and agree that no payments are due to you under these Terms and Conditions or otherwise other than as expressly set out on each Insertion Order.
5.10 The Final Report that Infinity sends to you under clause 3.4 shall include a statement of the amounts due from Infinity to you in each calendar month. Except in the case of manifest error and subject to clause 5.6, Infinity shall pay you the amount thereby shown to be due within 60 days after the end of each calendar month.
5.11 In the event that the total monthly fees paid or payable by Infinity to you, per brand under clause 5.5 (and subject always to clause 5.11) is less than ?100, Infinity shall withhold the payment of such fees until such time as fees due to you exceed ?100 and Infinity shall pay you the aggregate amount due within 60 days of the threshold being reached.
5.12 All sums payable under these Terms and Conditions are exclusive of sales tax and if sales tax is chargeable it shall be paid in addition.
5.13 You shall notify Infinity of any change to your contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to your activities under these Terms and Conditions.
5.14 Payments to you will be made in UK Pounds Sterling by bank transfer unless stated otherwise (using such payment details as are provided by you during registration). A fee of ?25 will be applied on bank transfers of under ?1000, remitted outside of the UK.
5.15 No Commission will be due to you in respect of:
5.15.1 any Transactions, Actions, Installs, Leads or Clicks made by or on behalf of:
(b) any parent undertaking or subsidiary of you;
(c) any employee, agent or officer of you; or
(d) any natural persons related any of the above, including you and your employees, agents, and officers, spouses, partners, parents, children and siblings;
5.15.2 multiple Transactions, Actions, Installs, Leads or Clicks originating from the same IP address;
5.15.3 any Artificial Traffic;
5.15.4 any payment of Commission which is a direct or indirect result of a breach by you of any of clauses 4.1 to 4.6 (inclusive);
5.15.5 any amount received by a Merchant by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; or
5.15.6 any purchases on the Merchants Site(s) which are subsequently cancelled, refunded, reversed, or charged-back.
5.16 Infinity reserves the right to, at any time, without notice to you, set off any liability of you to Infinity (including but not limited to Negative Balances) against any liability of Infinity to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms and Conditions. If the liabilities to be set off are expressed in different currencies, Infinity may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Infinity of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms and Conditions or otherwise.
6.1?You acknowledge and agree that Infinity and its licensors own all intellectual property rights in the Infinity Affiliate Programme, the Infinity Affiliate Programme Website and all Infinity's products and services. Except as expressly stated herein, these Terms and Conditions do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Infinity. All such rights are reserved to Infinity.
6.2?You acknowledge and agree that the Merchants and their respective licensors own all intellectual property rights in the Merchant Sites and the Merchants products and services. Except as expressly stated herein, these Terms and Conditions do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Merchants. All such rights are reserved to Merchants.
6.3 Infinity grants you a revocable, non-transferable, royalty free licence to display and link to a Merchant Site all trade marks, service marks, trade names, and/or copyrighted material of the relevant Merchant (the Licensed Materials) for the sole purpose of promoting such Merchant Site.
6.4 You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
6.5?You may not use any Licensed Materials for any purpose whatsoever other than promoting the Merchant Site(s), and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to Us and receiving our prior written consent to such Use.
6.6 You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Infinity, the Infinity Group, the Merchants or anyone else negatively.
7.1?You shall not at any time during the Term and for a period of five years thereafter disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Infinity, except as permitted by clause 7.2.
7.2?You may disclose Infinity's confidential information:
7.2.1?to your employees, officers, representatives or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under or in connection with these Terms and Conditions. You shall ensure that your employees, officers, representatives or advisers to whom you discloses Infinity's confidential information comply with this clause 7; and
7.2.2?as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3?You shall not use Infinity's confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with these Terms and Conditions.
7.4?This clause 7 shall survive termination of these Terms and Conditions, however arising.
You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with Your Site, Links or the marketing or sale of products or services on such websites.
9.?Limitation of liability
9.1?This clause 9 sets out Infinity's entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
9.1.1?arising under or in connection with the Contract; and
9.1.2?in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2?Except as expressly and specifically provided in the Contract, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
9.3?Nothing in the Contract excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
9.4?Subject to clause 9.3:
9.4.1?We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Contract; and
9.4.2?our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to ?1,000.
10.?High Roller Policy
10.1?In any given month, if a Customer generates a negative Net Revenue of at least 7,500 he/she is deemed to be a 'High-Roller' and Your aggregate Net Revenue in that month (for the casino and sports betting) is negative 1,500 or greater, then the high-roller policy, as set out hereunder, will apply.
10.2?If both of the above criteria (set out in 9.1) are met, then the negative Net Revenue generated by the high-roller will be carried forward and offset against future Net Revenue generated by that high-roller.
Month January - Player wins ?11,000 during that month and when the month closes the High Roller player and the other players in Your account have lost -?3,000 then closing balance for this affiliate is -?8,000. This is the highrolled balance that is carried across the next months.
10.3?The negative balance carried forward cannot be set-off against other players Net Revenue.
10.4?The negative balance carried forward cannot be greater than the total aggregate negative Net Revenue for the affiliate, for that month.
10.5?If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.
10.6?The negative balance of a high-roller will be reduced by future positive Net Revenue that they generate in subsequent months. A negative balance will not be increased by future negative Net Revenue unless the high-roller meets the qualifying criteria in subsequent months (see clause 9.1).
10.7?Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month.
11.?Duration and termination
11.1?The Contract shall commence on the Effective Date and shall continue for the Term.
11.2?You are entitled to terminate your participation in the Infinity Affiliate Programme by notice in writing to Us at any time.
11.3?We may terminate your participation in the Infinity Affiliate Programme by notice in writing to you at any time if:
11.3.1?We discontinue or withdraw, in whole or in part, the Infinity Affiliate Programme. We will endeavour to give you as much notice of the same as reasonably practicable, but any such termination will be without liability to you; or
11.3.2?We determine, in our sole discretion, that you have acted in a way that could damage the reputation of the Infinity Group.
11.4?Without prejudice to any other rights or remedies to which you or We may be entitled, either you or We may terminate the Contract without liability if:
11.4.1?the other party commits a material breach of any term of these Terms and Conditions which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.4.2?the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
11.4.3?a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
11.4.4?an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
11.4.5?the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.4.6?a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
11.4.7?a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
11.4.8?the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
11.4.9?the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
11.4.10?there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or
11.4.11?any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.4.2 to clause 11.4.10 (inclusive).
12.?Consequences of termination
On termination of the Contract for any reason:
12.1.1?all licences and benefits granted to you under these Terms and Conditions shall immediately terminate;
12.1.2?you must cease to use the Infinity Affiliate Programme immediately and delete all Links and any other links to Merchant Sites;
12.1.3?you shall not be entitled to receive any Commission on any Transactions, Actions, Installs, Thousand Impressions, Leads, Clicks or Daily Adverts made or displayed after the termination date.
13.1?We shall not be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of our obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances We shall be entitled to a reasonable extension of the time for performing such obligations. However, if the period of delay or non-performance continues for six months, You may terminate the Contract by giving 30 days' written notice to Us.
13.2?No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.3?The rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
13.4?If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.
13.5?If any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.?
13.6 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.7?Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in thes Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
13.8?Nothing in this clause shall limit or exclude any liability for fraud.
13.9?You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms and Conditions without the prior written consent of Infinity.
13.10?Infinity may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms and Conditions.
13.11?Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
13.12 A person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
14.1?Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
14.2?Any notice shall be deemed to have been received:
14.2.1?if delivered by hand, on signature of a delivery receipt; or
14.2.2?if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
14.3?The Contract and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.
14.4 You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).