goodyprice partner

MERCHANT AGREEMENT

GENERAL TERMS AND CONDITIONS

This Agreement consists of: (i) these General Terms and Conditions; and (ii) the Particulars entered by the Merchant in its online account with goodyprice a website edited by :
Pricenko LTD
71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ.
Company Number : 12488844

This Agreement is entered into by the Merchant “signing”, “agreeing” or “accepting” by, for example, completing an online entry form and clicking the “I agree”, the “I accept” or equivalent button.

1 DEFINITIONS

In this Agreement unless otherwise indicated:

Account Balance: means the aggregate amount of advance payments made by the Merchant from time to time, less the aggregate amount of the Fees deducted pursuant to this Agreement from time to time.

Affiliate(s): means, in respect of company or other business entity, any company or other business entity Controlled by, Controlling, or under the common Control of that company or other business entity.

Agreement Date: means the date this Agreement is entered into as described above.

Applicable Laws: means all regional, national and international laws, rules, regulations and standards, including those imposed by any governmental or regulatory authority, and all applicable professional and industry codes of conduct and standards and standards determined by any self-regulatory body, which apply from time to time.

Business Day: means any day which is not a Saturday or a Sunday or a public holiday in England.

Category: means an area of the goodyprice Site(s) where Merchant(s) may list a group of Offers of the same product type.

Click: means activation by the User of an Offer (e.g. by clicking on the relevant hypertext link and/or image link) appearing on the goodyprice Site(s) so as to directly access the Merchant’s Site(s) or transport the User to a webpage hosted by goodyprice that displays fuller details of such Offer, including any attempted activation by a User that, for reasons other than due to the fault or negligence of goodyprice, does not allow the User access to the Merchant's Site(s) or webpage hosted by goodyprice (including where the Merchant's Site(s) is inaccessible whether due to a technical malfunction or otherwise and/or errors in Product Information made available by the Merchant).

Commencement Date: means the date on which the Merchant’s Offers go live on goodyprice.

Contract Term: means the term of this Agreement, commencing on the Agreement Date, and continuing until terminated in accordance with this Agreement.

Control: means the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise (and “Controlled” and “Controlling” shall be construed accordingly).

Distinctive Marks: means a name, trademark, figurative or composite trademark, and/or logo of the merchant appearing on the goodyprice Site(s) in proximity to the Product Information and/or Offers.

Fees: shall mean all fees and charges payable by the Merchant pursuant to this Agreement.

Intellectual Property Rights: means copyrights, database rights, design rights, registered designs, trade marks, service marks, trade secrets, know-how, business or trade names, and all other intellectual property rights and neighbouring rights, and rights of a similar or corresponding character (whether or not the same are registered or capable of registration), including in respect of the Merchant all Distinctive Marks and all applications and rights to apply for or for the protection of any of the foregoing.

goodyprice: means goodyprice and its Affiliates (from time to time).

goodyprice Site(s): means (i) www.goodyprice.co.uk; and/or (ii) sites (including, without limitation, via mobile) using the goodyprice databases or Search Engine, whether under the name(s) or mark(s) of the goodyprice or any third party, and showing the Merchant's Offers following a keyword search or category search and any other online marketing tools employed by goodyprice.

Linking: means the making available upon the goodyprice Site(s) of a Merchant’s Offers and their transmission to Users following a keyword search or category search entered by them.

Merchant: means the person identified as such in the Particulars.

Merchant’s Site(s): means all of the various web pages, data and information comprising the website(s) owned and/or operated by the Merchant and to which the Merchant wishes to provide access by means of Linking, as set out in the Particulars.

Offer: means a hypertext link and/or image link available on the goodyprice Site(s), which displays all or part of the Product Information and/or identifies the Merchant and which is intended to allow Users to: (i) access web pages or sites hosted by goodyprice that display fuller details of the Offer; and/or (ii) directly access web pages on the Merchant’s Site(s) applicable to the searched product or service; and/or (iii) contact the Merchant directly by any other medium (including telephone, fax and/or e-mail).

Particulars: means the details completed online by the Merchant in the Merchant's online account with goodyprice, which, among other things, identifies the names of the Merchant, the PPC applicable to each category of Offer and the scope of and additional special conditions of Linking.

Price Per Click ("PPC"): means price payable to goodyprice in respect of each Click (exclusive of VAT), as set out in the Particulars.

Product Information: means all of the various data relating to the products and/or services of the Merchant, including (unless otherwise agreed in writing between the Parties) the Distinctive Marks, model, complete description of product and/or service, its price (shown as inclusive of VAT), its product or service category, delivery costs, availability, delivery period, product and/or service warranties, a link to a page of the Merchant’s Site(s) and/or provision of other means of communication (including telephone, fax and/or e-mail) facilitating purchase and a link to a photograph of product.

Results List: means results relating to a product or service appearing on one webpage on goodyprice Site(s) following a keyword and/or category search using the Search Engine which compares the Merchant’s various Offers with those of other merchants who are customers of goodyprice for given products / services sites and in respect of which the order of appearance is determined, among other things, by the commercial conditions agreed with goodyprice.

Search Engine: means all of the various comparison technologies developed and implemented by goodyprice allowing a User to obtain a Results List.

Specified Payment Amount: means the agreed amount which will be charged by goodyprice to top up the Account Balance on each Payment Date on a recurring basis. The Specified Payment Amount may be viewed through the Merchant's online account.Updates: means any variation, replacement or supplement made to any Product Information.

User: means any unique person visiting the goodyprice Site(s), irrespective of their location or place of residence.

User Satisfaction Survey Service: means the service provided by a service provider nominated by goodyprice from time to time (“Service Provider”), where users who have made a purchase from a merchant and elected to partake in a user satisfaction survey, are sent an email from the Service Provider (on behalf of goodyprice) requesting them to complete a survey about the transaction and their satisfaction levels.

Capitalised terms used in these General Terms and Conditions that do not have a meaning assigned to them in this Clause 1 have the meaning assigned to them in the Particulars.

2 MERCHANT’S SITE(S)

2.1 Each of the Merchant's Site(s) must: (i) be an online retail sales website or a website presenting its catalogue of products and/or services available in one or more of the Merchant’s retail sales outlets; (ii) indicate prices and, where applicable, provide for payment in local currencies; and (iii) comply with all Applicable Laws.

2.2 The Merchant shall ensure that throughout the term of this Agreement the “return” function made available to Users on their Internet navigation software, allowing them to return to the goodyprice Site(s) from the Merchant Site(s), is not deactivated for any reason.

3 THE MERCHANT’S OFFERS

3.1 Volume of Offers

The number of Offers to be made available on the goodyprice Site(s) will be agreed between the Parties from time to time.

3.2 Product Information and Updates

3.2.1 The Merchant shall on or before the Commencement Date provide the Product Information to goodyprice, in such file format and according to such technical specifications as goodyprice may reasonably request, together with all relevant technical, IT and editorial documentation, so as to enable goodyprice to provide the Linking service in accordance with this Agreement. The Merchant shall ensure that the Product Information (including Updates) is ready for use “as is” on the goodyprice Site(s) when such Product Information (including Updates) is made available to goodyprice.

3.2.2 If for any reason the Merchant does not make the Product Information (including Updates) available to goodyprice as required by Clause 3.2.1, then goodyprice may collect the Product Information from the Merchant's database(s). A minimum fee of £80 will be payable by the Merchant to goodyprice for such additional service each time the Product Information is collected..

3.2.3 Using the Product Information, goodyprice will ascribe to each Offer relevant keywords and one or more existing goodyprice product/service search categories.

3.2.4 Product Information in the form of documents and physical materials provided to goodyprice will become and remain the property of goodyprice. goodyprice will not be obliged to return any such materials, whether during or following the term of this Agreement. goodyprice undertakes not to make any use of such materials, nor to disclose such materials to any Third Party, other than pursuant to this Agreement.

3.2.5 The Merchant shall ensure that all Product Information shown in any Offer remains accurate and is not misleading, and shall provide goodyprice with any Updates required to ensure that it remains so. goodyprice will use its reasonable efforts to update Offers to reflect Updates provided to it in accordance with this Clause 3.2.5 on the day it receives such Updates, excluding non-Business Days.

3.2.6 goodyprice may without notice suspend the Offers and/or by notice in writing to the Merchant immediately terminate this Agreement where the Merchant is in breach of its obligations set out in this Clause 3.2.

4 LINKING OF THE MERCHANT’S OFFERS

4.1 Linking of Offers

4.1.1 Subject to the Particulars being agreed by the Parties and the Merchant complying with its obligations under this Agreement, goodyprice will provide Linking services in consideration of the payment to goodyprice by the Merchant of the fees and charges determined in accordance with the terms of this Agreement.

4.1.2 goodyprice will begin providing the services contemplated by this Agreement on the Commencement Date.

4.1.3 In the event that the Merchants wishes to terminate the services, goodyprice shall continue to provide the services until such time as any credit held on the Merchant's account has been used up. The Merchant may request that goodyprice pause or cease the provision of the services but in no circumstances will goodyprice be required to return any prepaid account balance to the Merchant.

4.1.4 goodyprice does not guarantee the provision of continuous or fault free Linking services. goodyprice will not be liable for any errors, delays or failures in the Linking of Offers or any errors in Product Information (including Updates). The Parties acknowledge and agree that Linking may be temporarily interrupted by goodyprice for the purposes of modifications to and/or technical maintenance of the goodyprice Site(s).

4.2 Positioning of Merchant

4.2.1 The positioning of Offers on the goodyprice Site(s) in relation to offers of other merchants will be determined by goodyprice in its absolute discretion, unless otherwise agreed in writing between the Parties.

5 LINKING TARIFFS

5.1 Applicable Tariffs

The PPC is applicable to all Offers made available on the goodyprice Site(s).

6 PAYMENT TERMS

6.1 Advance Payment

6.1.1 The Merchant shall, before the Commencement Date, make an advance payment to its account to give it a positive Account Balance. Such amount will be held on account as an advance payment of the Fees for the Linking Services.

6.1.2 The Merchant may, through its online account, make a prepayment at any time for a minimum amount of £20.

6.1.3 The merchant can use the following payment method: Bank transfer or credit card (Visa, Mastercard) accessible in the merchant's online account.

Then, when the Account Balance reaches zero, the Linking services shall be paused until such time as the Merchant makes a further payment to its Account Balance.

6.2 Price Per Click

The Fees payable under this Agreement shall be an amount equal to the number of Clicks recorded by goodyprice multiplied by the PPC. Such Fees shall be deducted from the Account Balance as and when they are incurred.

6.3 Invoicing

goodyprice will issue an invoice following each payment by the Merchant, showing the amount the Merchant has paid. The invoice may be viewed by logging in to the Merchant's online account.

6.4 Non-Payment

6.4.1 Without prejudice to goodyprice’s other rights and remedies, if any amount is not paid when due, or if any payment is made which is later recalled or returned, goodyprice shall be entitled, without notice, to: (i) suspend performance of its obligations under this Agreement; (ii) recover any unpaid Fees which are payable by the Merchant, and (iii) charge interest on any outstanding sums at the rate of 8% per annum above Euro LIBOR (or such other amount prescribed by applicable law) on such late payment, calculated from the date on which such sums were incurred to the date on which payment of such sums is received in full by goodyprice.

6.4.2 All costs incurred by goodyprice in connection with the recovery of sums due to it are payable by the Merchant.

7 RECORDING OF CLICKS

7.1 goodyprice is solely responsible for the calculation and recording of Clicks on the goodyprice Site(s). The Parties acknowledge and agree that: (i) goodyprice may engage sub-contractors to calculate and record Clicks; and (ii) all of the statistical information relating to the calculation and recording of Clicks is, in the absence of manifest error, deemed to be accurate and final and binding on the Merchant.

8 REVIEWS, AND PROMOTIONS

8.1 The Merchant acknowledges and agrees that the goodyprice Site(s) may contain, and that goodyprice may facilitate the posting of, customer reviews and ratings by users of the goodyprice Site(s) of the Merchant, the Merchant Site(s) and the products and/or services of the Merchant and its suppliers.

8.2 The Merchant acknowledges and agrees that nothing in this Agreement shall prevent or restrict goodyprice from offering on the goodyprice site(s), vouchers, coupons, cash back or any other promotions provided by goodyprice or any third party provider.

9 CONFIDENTIALITY

9.1 Both Parties shall treat as confidential information:

(i)   the provisions of this Agreement; and

(ii)  all information provided by the other Party under this Agreement, including goodyprice’s technical, operational, billing, pricing and commercial information in relation to the supply of the services contemplated by this Agreement.

9.2 A Party must not disclose the other Party’s confidential information to any person except:

(i)   to its directors, officers and employees, to its Affiliates, to its Affiliates’ directors, officers and employees, to goodyprice’s subcontractors and to goodyprice’s subcontractors’ directors, officers and employees, on a strictly “need to know” basis, provided those persons first agree to observe the confidentiality of the information;

(ii)  with the other Party’s prior written consent;

(iii) if required by law, any stock exchange, or any government regulatory body;

(iv) if it is in the public domain; or

(v)  in the case of goodyprice as the disclosing party, where goodyprice receives a good faith request from a third party for the Merchant’s contact details and goodyprice believes (acting reasonably) that the third party has a valid reason for requiring such information, goodyprice may disclose to such third party the Merchant’s full company name, address and the name and contact details (including e-mail address) of the Merchant’s signatory to this Agreement, as set out in the Particulars.

10 INTELLECTUAL PROPERTY

10.1 Except as expressly provided otherwise, nothing in this Agreement shall be interpreted so as to transfer any right, title, or interest in any Intellectual Property Rights of a Party to the other Party nor to grant a Party any rights or licenses in any Intellectual Property right of the other Party.

10.2 The Merchant hereby grants to goodyprice, its Affiliates and its subcontractors for the term of this Agreement, a non-exclusive, world wide, royalty free licence to use, copy and modify the Product Information, Updates, Distinctive Marks and other material provided by the Merchant to goodyprice under this Agreement solely for the purposes of goodyprice performing its obligations under this Agreement.

10.3 Where Product Information, Updates, Distinctive Marks or other material provided by the Merchant to goodyprice under this Agreement consists of or contains third party Intellectual Property Rights, goodyprice reserves the right to suspend the Linking of Offers containing the same without notice.

11 WARRANTIES AND INDEMNITIES

11.1 The Merchant represents and warrants that:

(i)   it is duly authorised and empowered to enter into this Agreement and be bound by the terms hereof;

(ii)  entering into and performing its obligation under this Agreement does not breach: (a) any of its contractual or other obligations to any other person; or (b) any Applicable Laws;

(iii) neither the Linking of Offers by goodyprice nor the possession, use, display, publication, copying or modification by goodyprice, its Affiliates or its subcontractors of the Product Information (including Updates), Distinctive Marks, Offers (including the title, the description of products and/or services, the URL and/or any visuals comprised therein) or other material provided by the Merchant to goodyprice under this Agreement will: (a) infringe the Intellectual Property Rights or other rights of any third party; or (b) breach any Applicable Laws;

(iv) where the Merchant elects to participate in the User Satisfaction Survey Service, it will obtain consent from Users to pass on any personally identifiable information to goodyprice and/or the User Satisfaction Survey Service Provider for the purpose of conducting the survey; and

(v)  Offers do not provide access to websites the contents of which are in breach of Applicable Laws or feature any defamatory or infringing information or documents or, which are derogatory to the reputation and goodwill of goodyprice or, which are generally damaging to goodyprice.

11.2 Other than the above warranties and to the extent permitted by law, neither Party gives any representations, warranties or guarantees whether express or implied, in relation to or under this Agreement.

11.3 If the Merchant is or is allegedly in breach of any of the warranties in Clause 11.1 : (i) the Merchant shall immediately notify goodyprice when it becomes aware of the same; and (ii) in any event, goodyprice may stop the Linking of Offers with immediate effect.

11.4 The Merchant shall indemnify each member of the goodyprice and each of their directors, officers and employees against all costs, losses, claims, damages, expenses or other liabilities incurred or suffered by any member of the goodyprice or any of their directors, officers or employees arising out of or in connection with any third party claim, demand, action or proceeding resulting from: (i) any breach by the Merchant of its obligations under this Agreement, including a breach of the warranties in Clause 11.1 ; (ii) the purchase, attempted purchase, possession or use of the Merchant’s goods of services; and (iii) the use of or access to the Merchant’s Site(s).

11.5 The above indemnity obligations include any sums paid out under any settlement and/or as a result of judicial proceedings, fines or penalties ordered against goodyprice and extends to legal and court costs, legal fees, disbursements and costs.

12 LIMITATION ON LIABILITY

12.1 The Merchant shall be solely liable for: (i) the Product Information (including Updates), content of Offers and the contents of the Merchant's Site(s); and (ii) direct and indirect costs, losses, damages or expenses caused to Users by it or its products and/or services.

12.2 Subject to Clause 12.4, the goodyprice shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this Agreement for: (i) any loss of profits, loss of sales, loss of business or agreements, loss of goodwill, loss of or wasted management or staff time, loss of use or corruption of software, loss or corruption of data or loss of anticipated savings; or (ii) any indirect or consequential loss or damage, even if the goodyprice has been advised of the possibility of such loss or damage, that the Merchant may suffer or incur.

12.3 Subject to Clause 12.4, the goodyprice’s aggregate maximum liability to the Merchant, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any costs, losses, claims, damages, expenses or proceedings incurred or suffered by the Merchant (a "Merchant Claim") shall be limited for all Merchant Claims in aggregate arising in any successive twelve (12) month period to an amount equal to the total fees and charges paid by the Merchant to goodyprice under this Agreement in such successive twelve (12) month period.

12.4 Nothing in this Agreement shall limit the goodyprice’s liability to the extent that it may not be so limited or excluded at law and nor do the exclusions and limitations on the goodyprice’s apply in the case of: (i) death or personal injury caused by its negligence; or (ii) a breach by it of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.

12.5 The Merchant acknowledges and agrees that the limitations and exclusions in this Agreement, including this Clause 12, would, if they were to be increased in favour of the Merchant, result in goodyprice having to incur increase costs, including having to obtain increased levels of insurance coverage (with the result that goodyprice would need to pass on these increased costs to the Merchant), and that accordingly the Merchant has accepted the limitations and exclusions as set out in this Agreement, including this Clause 12, as reflecting the allocation of risk and reward agreed between the parties and provided for in this Agreement.

13 TERM, RENEWALS AND TERMINATION

13.1 This Agreement will take effect on the Agreement Date and shall continue until terminated by either Party in accordance with this Clause 13.

13.2 The Merchant may at any time request that goodyprice suspends the provision of the Linking Services and the Offers displayed on the goodyprice Sites. Within 5 days of such suspension, goodyprice shall remove the Offers from the goodyprice Sites and shall cease providing the Linking Services until further notice by the Merchant.

13.3 Either Party may immediately terminate this Agreement at any time by notice in writing to the other Party if that other Party materially breaches a provision of this Agreement and, in the case of a breach that is capable of remedy, fails to remedy the breach within 30 days of receipt of a notice in writing requiring it to do so.

13.4 Upon the suspension, expiry or termination of this Agreement for whatever reason, goodyprice shall continue to hold any Account Balance paid by the Merchant and no unused Account Balance shall be refunded to the Merchant. In the event that Linking Services are not reinstated or resumed within 6 months of any suspension, termination or expiry, the Account Balance shall be forfeited permanently and shall not be returned to the Merchant or applied against future Fees..

14 NOTICES

14.1 All notices (which shall in this Clause 14 include any other communication) required to be served under or in connection with this Agreement must be in writing in the English language.

14.2 Notices must be delivered personally or sent by prepaid recorded post or by fax or by e-mail to the postal address or e-mail address or fax number (as the case may be) of the recipient set out in the Particulars (in respect of notices to the Merchant the relevant contact details are those of the "Merchant Billing Contact") or to any alternative address or fax number that has been notified by the recipient Party for that purpose.

14.3 Any notice that is served under this Agreement shall be deemed to be received: (i) upon receipt, when delivered by hand during business hours or by prepaid recorded post; (ii) upon receipt of a transmission slip confirming receipt, when sent by fax; and (iii) upon sending, when sent by e-mail, provided that no return e-mail is received to indicate that the email was not successfully received.

15 SECURITY

The Merchant shall comply with internet industry best practice security measures in relation to its networks, systems, servers, applications, data (including personal data and User information) hosting and storage facilities, including in relation to the provision of the data feed. The Merchant will provide goodyprice with the contact details of a dedicated security support contact available during normal UK business hours. The Merchant undertakes to promptly notify goodyprice of any material deficiency in its security which could detrimentally affect the goodyprice Sites and or the data feed. The Merchant undertakes to use its best endeavours to remedy any such material deficiency in its security as soon as possible. Merchant agrees to provide all reasonable assistance in relation to any queries from goodyprice or an Affiliate regarding suspected security deficiencies. Subject to reasonable notice, goodyprice, or their agent, will have the right to inspect and audit Merchant’s security measures. goodyprice reserve the right to immediately take down and/or suspend access to the goodyprice Site(s) without notice if it becomes aware of any security deficiency. Failure by Merchant to conform to the security obligations under this Agreement shall be considered a material breach of this Agreement.

16 MISCELLANEOUS PROVISIONS

16.1 Force Majeure: goodyprice will not be liable for not performing an obligation in whole or in part, or for not performing it on time, because of an event beyond goodyprice’s reasonable control.

16.2 Entire Agreement: This Agreement, together with any documents referred to in it, constitutes the whole agreement between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

16.3 Variations: The Merchant acknowledges and agrees that the General Terms and Conditions may be amended by goodyprice from time to time without notice to the Merchant. The Merchant should review the same periodically for changes at the URL http://www.goodyprice.com/partner/terms.htm. Notwithstanding the rest of this Clause 16.3, Merchant acknowledges and agrees that goodyprice may vary the PPC upon notification to the Merchant (including notification by email), and that goodyprice may vary the Listing Fee and Service Fee payable by the Merchant under this Agreement on 45 days’ notice in writing to the Merchant.

16.4 Assignment by Merchant: The Merchant may not assign, novate, transfer, and sub-contract or otherwise dispose of any or all of its rights and/or obligations under this Agreement.

16.5 Assignment by goodyprice: goodyprice may at any time assign, novate, transfer, and sub-contract or otherwise dispose of any or all of its rights and/or obligations under this Agreement to any of its Affiliates without notice to the other Party.

16.6 Rights of third parties: Each member of the goodyprice may enforce against the Merchant the benefits conferred on it by this Agreement, including limitations and exclusions of liability. Except as provided in this Clause 16.3, no person who is not a Party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The consent of any third party (including any member of the goodyprice, other than goodyprice) shall not be required for the variation or termination of this Agreement, even if that variation or termination affects the benefit conferred on the relevant third party.

16.7 Costs: Subject to any express provision to the contrary each Party must bear its own legal and other costs and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement.

16.8 Relationship of the Parties: Nothing in this Agreement establishes a partnership, a joint venture, or the relationship of principal and agent between goodyprice and the Merchant and neither goodyprice nor the Merchant has authority or power to bind the other in any way.

16.9 Waiver of rights: Any delay or waiver by any Party in exercising its rights under this Agreement does not limit or restrict the future exercise or enforceability of those rights.

16.10 Governing law and jurisdiction: This Agreement shall be governed by, and construed in accordance with, English law. The Parties irrevocably submit to the non-exclusive jurisdiction of the English courts.

16.11 Rights cumulative: The rights, powers, privileges and remedies provided under any provision of this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided under any other provision of this Agreement or by law or otherwise. No failure to exercise nor any delay in exercising by any Party of any right, power, privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, powers, privilege or remedy.

16.12 Invalidity: If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.

16.13 Further Assurance: At any time after the date hereof each of the Parties shall, at the request and cost of the requesting Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.

17 INTERPRETATION

17.1 In this Agreement:

(i) any reference to a “person” includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others;

(ii) any phrase introduced by the words "including", "include", "in particular" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and

(iii) References to the singular include the plural and to the masculine include the feminine, and in each case vice versa.

The headings and sub headings are inserted for convenience only and shall not affect the construction of this Agreement.