Standard Terms and Conditions of Hire Denitions and Interpretation The denitions and rules of interpretation in this Condition

1 apply in these terms and conditions (Conditions). Addendum: any addendum document to the Conditions detailing additional terms and conditions of hire or variations to the Conditions; Additional Driver: the additional driver(s) as nominated by the Customer and set out in the Term Sheet or otherwise approved by XXX to participate in the Driving Days; Booking: a booking of a Vehicle by a Customer for the Rental Period representing the number of Driving Days agreed to by XXX at the time of booking and as more fully detailed in the Term Sheet; Contract: the contract for vehicle hire services constituted by these Conditions, each applicable Term Sheet and, where applicable, any Addendum; Corporate Customer(s): where the Customer is a corporate entity, an employee, consultant, agent, client or such other nominee of the Customer who has been nominated by the Customer to drive the Vehicle, has been duly approved by XXX and who has agreed in the Term Sheet to be bound jointly and severally with the Customer to these Conditions; Customer: the hirer of a Vehicle from XXX for the Driving Days as more fully detailed in the Term Sheet or, where applicable, any Addendum, and such term shall include a Corporate Customer; Deposit: the deposit required by XXX for the hire of the Vehicle as set out in the Booking; Driving Days: unless otherwise set out in the Term Sheet, 10 am on the rst driving day to 10 am the following day, and thereafter each subsequent period of twenty four (24) hours; Insurance Excess: the amount set out in the Booking for which the Customer will become liable to XXX in the circumstances detailed in Condition 6.3 [(but never being below the de minimis gure of 2,000)]; Rental Period: the number of Driving Days set out in the applicable Booking and any other duration during which the Vehicle is in the control/possession of the Customer; Rental Charge: the rental charge in respect of a Booking as set out in the Term Sheet;

Term Sheet: XXXs Booking paperwork provided to the Customer upon collecting a Vehicle which expressly incorporate these Conditions; VAT: value added tax chargeable under English law for the time being and any similar additional tax; and Vehicle: any vehicle that forms part of XXXs eet of prestige vehicles from time to time as such is hired by a Customer. 1.2 - Headings in these Conditions shall not affect their interpretation. 1.3 - A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.4 - A reference to writing or written includes faxes but not (unless otherwise stated) email. 1.5 - Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done. 1.7 - References to conditions are to the conditions of the Contract. Application of Conditions 2.1 - Save as set out in Condition 2.2, these Conditions shall prevail over any inconsistent terms or conditions contained in any other document or implied by law, trade, custom, practice or course of dealing. 2.2 - In the event of a conict between these Conditions, the Term Sheet and any applicable Addendum, the order of Priority shall be any Addendum, these Conditions and the Term Sheet. Rental Charges and Period of Rental 3.1 - In consideration of XXX undertaking the Booking, the Customer shall pay to XXX the: 3.1.1 - Booking Fee; 3.1.2 - Rental Charge (less the Booking Fee); 3.1.2 - Deposit; 3.1.3 - Insurance Policy Excess; 3.1.4 - all and any applicable VAT; and 3.1.5 - any other charges, amounts or liabilities that the Customer is required to pay under the Contact, all in accordance with Condition 14. 3.2 - The Customer will have use of the Vehicle for the Rental Period. XXX may agree to extend the Rental Period but any period of rental will never exceed thirty (30) days.

3.3 - If a Booking is cancelled prior to the proposed start of the Rental Period, the Customer will be charged a sum in accordance with Condition 10.1 by reference to the following scale: 3.3.1 - where a Booking is cancelled more than twenty eight (28) days prior to the start of the Driving Day, the Customer will forfeit the Booking Fee; 3.3.2 - where a Booking is cancelled less than twenty eight (28) days but more than fourteen (14) days prior to the Driving Day, the Customer will forfeit the Booking Fee and be liable to pay 25% of the Rental Charge plus VAT; 3.3.3 - where a Booking is cancelled less than fourteen (14) days but more than forty eight (48) hours prior to the Driving Day, the Customer will forfeit the Booking Fee and be liable to pay 35% of the Rental Charge plus VAT; and 3.3.4 - where a Booking is cancelled less than forty eight (48) hours prior to the Driving Day, the Customer will forfeit the Booking Fee and be liable to pay 100% of the Rental Charge plus VAT. 3.4 - During the Rental Period the Customer shall be entitled to a mileage allowance for each Driving Day, as published on their itinerary. The Customer will be liable, in accordance with Condition 10.1, for any additional mileage in excess of the Customers mileage allowance. 3.5 - Save at the discretion of XXX, the late return of the Vehicle outside of the Rental Period will be subject to a late return fee for each day or part day that the Customer has the Vehicle in excess of the Rental Period. The aggregate late return sum will be deducted from the Deposit in accordance with Condition 10.1 together with XXXs administration charge of [30] plus VAT for each period of twenty four (24) hours the Vehicle remains unreturned. Where the Deposit is insufcient to be set off against these sums, the outstanding balance will be invoiced and payable in accordance with Condition 10.1 and Condition 14.1. Collection and Delivery of Vehicle 4.1 - If agreed at the time of Booking and subject to Condition 17, XXX will use its reasonable endeavours to deliver the Vehicle to the Customers nominated location by [10] am on the Driving Day. Save at XXXs discretion, all deliveries and/or collections will be subject to a charge at XXXs delivery and collection rates, and invoiced and payable in accordance with Condition 10.1. 4.2 - Subject to Condition 17, in the event that the Customer is collecting the Vehicle from XXXs headquarters, then XXX shall use its reasonable endeavours to make the Vehicle available from [10] am onwards on the driving Day. 4.3 - Save at XXXs discretion, the Customer will return or make the Vehicle available for collection prior to expiry of the Rental Period, within XXXs business hours and as agreed in the Booking. Upon return, XXX will, for the purposes of quantifying any Customers liability under Condition 10.1, inspect the Vehicle to ensure it is in the same condition as detailed in the Term Sheet. If the Vehicle is returned or made available for collection outwith XXXs normal business hours and in contravention of this Condition 4.3, the Customer will remain responsible for the Vehicle and its condition until XXX has inspected

it. XXX will be also entitled to undertake a further inspection within twelve (12) hours of the Rental Period ending should conditions not allow an inspection to take place at the conclusion of the hire due, for example, to adverse weather conditions etc. Authority to Drive Vehicle 5.1 - Authority to drive the vehicle (s) is only granted where both the Customer and additional driver (s) present their passport, and driving license (both photo and counterparts where applicable) upon delivery or collection of the vehicle. Photocopies or scanned originals are not permitted. XXX retain the right to withdraw the offer of hire at its discretion upon the failure to produce the original documents underlined above, and may at its discretion apply such charges as laid out in sub section 3 (terms & conditions) relating to cancellation charges. 5.2 - Only the Customer, Additional Driver or Corporate Driver, as applicable and as set out in the Term Sheet applying to each Booking, is permitted and insured to drive the Vehicle within England, Scotland and Wales. Under no circumstances should the Customer, Additional Driver or Corporate Driver, as applicable, permit any other person to drive the Vehicle whilst in the Customers, Additional Drivers or Corporate Drivers possession or under his/her control, including, for the avoidance of doubt, a chauffeur, valet parking attendant or vehicle loader. 5.3 - Vehicles may only be taken outside England, Scotland and Wales at XXXs discretion and the exercise of such discretion may be subject to additional cost, requirements, guarantees and/or indemnities. Condition, Loss/Damage to Vehicle and Accidents 6.1 - The signing of the Term Sheet by the Customer, [Additional Driver] and/or Corporate Driver, as applicable, indicates that at the time of delivery and start of the hire period, that the information contained therein accurately and comprehensively reects the condition of the Vehicle and that the Vehicle is without apparent defect, unless otherwise stated thereon. The Customer undertakes, and where the Customer is a Corporate Customer will use its best endeavours to procure that its Corporate Driver undertakes, to return the Vehicle in the same condition as it was delivered to the Customer or Corporate Driver (fair wear and tear excepted), together with any documents, spare parts and accessories at the location, and on the date, agreed at the time of Booking and as stated in the applicable Term Sheet. 6.2 - If the Customer, Additional Driver or Corporate Driver, as applicable, has an accident he or she must not accept responsibility or liability. The Customer, Additional Driver or Corporate Driver, as applicable, must use his/her best endeavours to obtain the names(s) and addresse(s) of everyone involved, including, so far as possible, third party witnesses. The police must be immediately informed if anyone is injured or there is disagreement over who is responsible. XXX should likewise be notied as soon as possible. If the Vehicle is not in a condition to drive it should be made secure pending recovery. 6.3 - In the event of an accident (whether or not a third party is involved) the Customer, Additional Driver or Corporate Driver, as applicable, must complete an insurance claim

form and/or a witness statement detailing the circumstances of the accident within fourteen (14) days of the accident and fully co-operate with XXXs insurer in respect of such accident, including (if necessary) attendance at court to give evidence. In the event that a third party is involved in the accident and he/she fails to admit liability and/or fails to provide full and accurate details (including details of his/her insurer at the time of the accident) the Customer shall forfeit to XXX the appropriate Insurance Policy Excess. Such sum will only be refunded to the Customer in the event that XXXs insurers deems it appropriate (in their absolute discretion) to bring legal proceedings against the third party and/or his/her insurer and such proceedings result in the recovery in full of such Insurance Policy Excess. In the event of an accident which involves a third party and his/her insurer admits liability for the accident in writing, then the Insurance Policy Excess shall be returned to the Customer by XXX. Customers Use of Vehicle 7.1 - The Customer (i) shall; (ii) shall use his/her best endeavours to procure that the Additional Driver shall (if applicable); and (iii) where a the Customer is a Corporate Customer shall use its best endeavours to procure that the Corporate Driver shall: 7.1.1 - take good care of the Vehicle and the keys to the Vehicle ensuring that it is securely locked when not in use and any applicable security device tted to or supplied with the Vehicle is properly activated; 7.1.2 - comply with the conditions of XXXs applicable insurance policy; 7.1.3 - protect the Vehicle against bad weather which could cause damage; 7.1.4 - use the correct fuel; 7.1.5 - not smoke in the Vehicle; 7.1.6 - comply with road trafc regulations; and 7.1.7 - inform XXX as soon as any fault in the vehicle arises. Prohibited Uses 8.1 - The Customer (i) shall not; (ii) shall use his/her best endeavours to procure that the Additional driver (if applicable) shall not; and (iii) where a the Customer is a Corporate Customer shall use it best endeavours to procure that the Corporate Driver shall not: 8.1.1 - sell, rent or dispose of the Vehicle or any of its parts and not give anyone any legal rights over the Vehicle, howsoever arising; 8.1.2 - use the Vehicle for hire or reward, for racing, peacemaking, towing, testing the Vehicles reliability or speed or teaching a third party to drive; 8.1.3 - use the Vehicle for any illegal purposes or while under the inuence of alcohol, illegal drugs or prescription medicines; 8.1.4 - load the Vehicle beyond the manufacturers maximum weight recommendations and ensure that the load is secured safely;

8.1.5 - not permit any third party to carry out any maintenance or repair of the Vehicle without XXXs prior written permission (where permission is granted, XXX will only reimburse the Customer of the costs and expenses if the Customer can produce a valid receipt for such work); and 8.1.6 - not activate any launch control mechanism or deactivate at any time any driver aids on the Vehicle including, but not limited to, ABS, PSM, ASR CST, EDC and/or DSC. 8.2 - The Vehicle is not insured for any of the purposes mentioned in Condition 8.1 and the Customer will accordingly be personally liable in accordance with Condition 10.1 for the entire costs of any damage caused to the Vehicle and/or any property and/or injury to any individual if used for any uninsured purposes. In addition, the Customer will be liable to XXX for the costs of hire of a replacement vehicle with equivalent specication during the period that the Vehicle is repaired or being replaced. Customers Warranties 9.1 - The Customer warrants and represents to XXX that, as applicable, each of the (i) Customer and, where relevant, the Additional Driver (where the Customer is an individual); or (iii) the Corporate Driver (where the Customer is a Corporate Customer): 9.1.1 - holds a full and valid British or Overseas driving licence and has done so for at least (5) ve years; 9.1.2 - does not suffer from any physical or mental afiction which may hamper driving ability; 9.1.3 - has not in the last ve (5) years been found guilty of a motoring offence resulting in imprisonment and/or a driving ban of more than one (1) month; 9.1.4 - has not in the last ve (5) years been found guilty of any offences involving dishonesty or fraudulent practices; 9.1.5 - will not use the Vehicle for or in connection with any business purpose; 9.1.6 - will not take the Vehicle outside of England, Scotland or Wales; and 9.1.7 - is between the ages of twenty eight (28) and seventy (70) years of age. 9.2 - The Customer further warrants and represents to XXX, on its own behalf and that of the Additional Driver or Corporate Driver, as applicable, that the information in the Term Sheet (and, where applicable, any Addendum) concerning the Customer, Additional Driver or Corporate Driver, as applicable, is true, complete and accurate. Customers Liability 10.1 - Without prejudice to any other provision in the Contract, the Customer will be liable to XXX on demand for any loss, damage, charges or actions caused by the Customer in breach of the Contract including, notwithstanding the generality of the foregoing, (i) the costs of repairing damage which was not noted in the Term Sheet at the beginning of a

Rental Period; (ii) any losses that XXX may suffer which are not recoverable under any insurance policy that is relevant to the Vehicle and occurring as a result of a breach of the Contract, including, notwithstanding the generality of the foregoing, the breach of Condition 7.1 and Condition 8.1; [(iii) forfeiture of the Insurance Policy Excess in accordance with Condition 6.3 in the event of an accident or otherwise where damage is suffered to the Vehicle and a claim is made by XXX under its policies of insurance;] (iv) payment of late cancellation charges as set out in Condition 3.3; (v) payment of mileage charges in excess of the Members mileage allowance set out in Condition 3.4; [(vi) payment of delivery/collection charges under Condition 4.1]; and (vii) payment in respect of the late return of the Vehicle as set out in Condition 3.5. Upon any of the circumstances in this Condition 10.1 applying, the Customer will be charged, invoiced and either (1) a sum deducted for such payment from the Deposit or (2) where there are insufcient funds to be set off against the Deposit or at XXXs election, the sum shall become immediately payable by the Customer. 10.2 - Where the Customer is a Corporate Customer (and notwithstanding the Corporate Driver agreeing to be bound by these Conditions by signing the applicable Term Sheet) the Customer will be responsible for the actions of the Corporate Driver and fully indemnify XXX against any loss, claims, actions and similar which arise as a result of the use of the Vehicle by the Corporate Driver in contravention of these Conditions. 10.3 - During the Rental Period, the Customer will be liable for a refuelling service charge if the Customer has used and not replaced the quantity of fuel that XXX supplied with the Vehicle at the beginning of the Rental Period. Such refuelling service charge shall be notied to the Customer in the Term Sheet. The Customer will also be charged for the fuel required to ll the Vehicles fuel tank to the level supplied to the Customer at the beginning of the Rental at the rate per litre shown on the Term Sheet. The Customer will be charged, invoiced and either (i) a sum deducted for such payment from the Deposit or (ii) where there are insufcient funds to be set off against the Deposit or at XXXs election, the sum shall become immediately payable by the Customer. 10.4 - During the Rental Period, as between XXX and the Customer, the Customer shall be liable for and will fully indemnify XXX against any loss, claims, nes, actions, costs or similar resulting from the violation of any trafc, parking, toll regulations or similar. The Customer will inform XXX of the identity of the driver of the Vehicle at the time of the relevant offence. In the event that XXX settles any payment with a third party, the Customer will be charged, invoiced and either (i) a sum deducted for such payment from the Deposit or (ii) where there are insufcient funds to be set off against the Deposit or at XXXs election, the sum shall become immediately payable by the Customer. 10.5 - During the Rental Period, the Customer will be liable for the cost of the congestion charge, including any nes applicable due to non-payment and the Customer will fully indemnify XXX against any loss, claims etc which arises as a result of the subject matter of this Condition 10.5. Without prejudice to the foregoing, where a Vehicle is delivered to a Customer in a congestion charge zone, XXX will pay such congestion charge on behalf of the Customer. The amount of the congestion charge will then either (i) be charged, invoiced and a sum deducted for such payment from the Deposit or (ii) where there are insufcient funds to be set off against the Deposit or at XXXs election, the sum shall become immediately payable by the Customer. If a Customer enters a congestion charge zone at a time before the start of any charging period on a day that the Vehicle is due to be collected by XXX, the Customer will inform XXX before the Vehicle is collected so that

arrangements can be made for the charge to be paid by XXX on the Customers behalf. 10.6 - In respect of any of the Customers liabilities set out in Condition 10.1, Condition 10.3, Condition 10.4 or Condition 10.5 arising, in additional to such liabilities, XXX shall when recovering such costs and liabilities apply a standard administration charge of thirty pounds (30) plus VAT. Warranties 11.1 - XXX warrants to the Customer: 11.1.1 - the Vehicle has been maintained and serviced to a level of at least the relevant manufacturers standard; and 11.1.2 - the Vehicle is roadworthy and suitable for renting at the start of the rental period. Limitation of Liability The Customers Attention Is Particularly Drawn To This Condition 12.1 - This Condition 12 sets out the entire nancial liability of XXX (including any liability for the acts or omissions of its employees, agents, consultants, nominees and subcontractors) to the Customer in respect of: 12.1.1 - any breach of the Contract; 12.1.2 - the use made by the Customer of the Vehicle; and 12.1.3 - any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract. 12.2 - Save as provided in Condition 12.1, XXX expressly excludes to the fullest extent permitted by law, all representation, warranties, conditions or other terms, expressly or implied. XXX shall not be liable for any indirect or consequential losses howsoever caused even if informed of the same. 12.3 - Nothing in these Conditions limits or excludes the liability of XXX: 12.3.1 - for death or personal injury resulting from negligence; or 12.3.2 - for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by XXX. 12.4 - Subject to Condition 12.2 and Condition 12.3 XXXs total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to 150% of the Rental Charge in respect of each or connected

claim. Discretion 13.1 - Where these Conditions refer to the discretion of XXX, such discretion will be capable of being exercised only by XXXs Managing Director (or such other ofcial as is nominated by the Managing Director from time to time) and such discretion, including any approval or waiver, shall be effective only if communicated in writing, which for the purposes of this Condition 13.1 includes email. Payment and Interest 14.1 - Save at the discretion of XXX, the Customer shall pay the sums detailed at Condition 3.1 together with each applicable invoice submitted by XXX in full and in cleared funds to the bank account nominated in writing by XXX by the commencement of the Rental Period or, where such sums relate to a liability incurred by the Customer after the Rental Period, within fourteen (14) days of receipt, unless otherwise set out at Condition 10. 14.2 - Without prejudice to any other right or remedy that it may have, if the Customer fails to pay XXX on the due date, XXX may: 14.2.1 - charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand; and 14.2.2 - suspend the Booking until payment has been made in full. 14.4 - Time for payment shall be of the essence of the Contract. 14.5 - All sums payable to XXX under the Contract shall become due immediately on its termination. This Condition 14.5 is without prejudice to any right to claim for interest under the law, or any such right under the Contract. 14.6 - XXX may, without prejudice to any other rights it may have, set off any liability of the Customer to XXX against any liability of XXX to the Customer. Data Protection 15.1 - The Customer acknowledges and agrees that, if applicable, the Customers name, address and personal data (as such terms is dened in the Data Protection Act 1988) will be processed by and on behalf of XXX is connection with the Contract, such processing including, notwithstanding the generality of the foregoing, providing personal data to credit reference agencies, the Driver and Vehicle Licensing Authority (DVLA), the British Vehicle Rental and Leasing Association (BVLRA), debt collectors and any other relevant regulatory organisation.

Termination 16.1 - Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract for cause and without liability to the other immediately on giving notice to the other if: 16.1.1 - the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than ten (10) days after being notied in writing to make such payment; 16.1.2 - the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) days of that party being notied in writing of the breach; 16.1.3 - the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract agreement; 16.1.4 - (i) the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due or admits inability to pay its debts; or (ii) being a natural person, the other party is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (iii) being a partnership, has any partner to whom any of the foregoing apply; 16.1.5 - a petition is led, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other entities, or the solvent reconstruction of that other party; or 16.1.6 - the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business. 16.1.7 - The parties acknowledge that failure to comply with Condition 5 (5.1) constitutes a breach and the XXX has the right to terminate the agreement at its discretion. 16.2 - The parties acknowledge and agree that any breach of Condition 7 and Condition 8 shall constitute a material breach for the purposes of this Condition 16. 16.3 - On termination of the Contract for any reason: 16.3.1 - the Customer shall immediately pay to XXX all of XXXs outstanding unpaid invoices and interest and, in respect of the that sums are due under the Contract but for which no invoice has been submitted, XXX may submit an invoice, which shall be payable immediately on receipt; and 16.3.2 - the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. 16.4 - On termination of the Contract (however arising) the following conditions shall survive and continue in full force and effect: (i) Condition 9; (ii) Condition 10; (iii) Condition

12; Condition 14; (iv) Condition 16; and (v) Condition 25. Force Majeure 17.1 - XXX shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of XXX or any other party), failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, re, ood, storm or default of suppliers or subcontractors. Waiver 18.1 - A waiver of any right under the contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy. 18.2 - Unless specically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law. Severance 19.1 - If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. 19.2 - If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modication necessary to make it legal, valid and enforceable. Entire Agreement 20.1 - The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. 20.2 - Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract.

20.3 - Nothing in this Condition shall limit or exclude any liability for fraud. Assignment 21.1 -The Customer shall not, without the prior written consent of XXX, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract. 21.2 - XXX may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. 21.3 - Each party that has rights under the Contract is acting on its own behalf and not for the benet of another person. No Partnership or Agency 22.1 - Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. The Programme represents an arms s length contract for services. Rights of Third Parties 23.1 - The Contract does not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to the Contract. Notices 24.1 - Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid rst-class post, recorded delivery or by commercial courier to the other party at their current address (as determined by the records of the respective parties) and for the attention of the Managing Director of XXX and the Customer, as the case may, or as otherwise specied by the relevant party by notice in writing to the other party. 24.2 - Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in Condition 24.1 or, if sent by pre-paid rst-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 24.3 - This Condition 24 shall not apply to the service of any in any proceedings or other documents in any legal action. 24.4 - A notice required to be given under the Contract shall not be validly served if sent by e-mail.

Governing Law and Jurisdiction 25.1 - The Contract, and any dispute or claim arising out of or in connection with it or 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. 25.2 - The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).