Terms And Conditions

Vauxhall Motors

ONLINE AUCTION TERMS AND CONDITIONS

NOTICE : This page (together with the documents referred to on it) contains important legal information and applies to the entire contents of our virtual auction website in respect of motor vehicles under the domain name portal.nquvs.co.uk/eOffering and to any correspondence by e-mail between you and us. You should read these terms and conditions carefully before using the Website. Please note that your use of the Website indicates that you accept these terms and conditions regardless of whether or not you choose to register with us. If you do not accept these terms and conditions, do not use the Website. You should print a copy of these terms and conditions for future reference.

USE OF THE WEBSITE

1 DEFINITIONS

1.1 In these terms and conditions the following terms shall have the following definitions:

1.1.1 "Auction" means an auction in respect of a Lot;

1.1.2 "Bid" means a bid that is submitted by a Bidder in respect of a Lot on the Website;

1.1.3 Bidder" means a person who is registered as a user of the Website in accordance with these terms and conditions and who makes a Bid;

1.1.4 "Buyer" means the Bidder who makes an Offer that is accepted by the Company in accordance with Clauses 11 and 12;

1.1.5 "Company" Vauxhall Motors Limited, a company registered in England and Wales under company registration number 06356274 whose registered office is at Pinley House, 2 Sunbeam Way, Coventry, West Midlands, CV3 1ND and whose registered VAT number is 382 3240 67;

1.1.6 "Lot" means each individual Auction of a Vehicle on the Website;

1.1.7 "Offer" means, subject to Clauses 11.10 and 11.13, the highest Bid received on the Website in respect of a Lot;

1.1.8 "Offeror" means a Bidder who submits the highest Bid in respect of a Lot;

1.1.9 "Vehicle" means a motor vehicle that is the subject of a Lot;

1.1.10 "Website" means the virtual auction website in respect of Vehicles under the domain name portal.nquvs.co.uk/eOffering that is owned and operated by the Company.

2 YOUR STATUS

By participating in an Auction on the Website, you warrant that you are over 18 years old and are legally capable of entering into binding contracts.

3 WEBSITE USE

3.1 Access to the Website is only available to you if you register your details with us.

3.2 By accessing any part of the Website, you shall be deemed to have accepted these terms and conditions in full. If you do not accept these terms and conditions in full, you must leave the Website immediately.

3.3 The Company may revise these terms and conditions at any time by updating this posting. You should check the Website from time to time to review the then current terms and conditions, because they are binding on you. Certain provisions of these terms and conditions may be superseded by expressly designated terms and conditions located on particular pages at the Website.

4 REGISTRATION AND USER ACCOUNTS

4.1 Each registration is for a single user only. The Company does not permit you to share your user name and password with any other person nor with multiple users on a network.

4.2 You are responsible for all actions taken under your user ID. Responsibility for the security of any passwords issued rests with you.

4.3 The Company reserves the right to terminate your account at any time and without notice or cause.

4.4 Without limiting the Company's remedies, your account may be suspended if it is suspected that you are engaged in, or have in any way been involved in or linked to any fraudulent activity in connection with an Auction or with the Website.

5 SERVICE ACCESS

5.1 While the Company endeavours to ensure that the Website is normally available 24 hours a day, the Company shall not be liable if for any reason the Website is unavailable at any time or for any period.

5.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.

6 LICENCE

6.1 You are permitted to print and download extracts from the Website for your own use on the following basis:

6.1.1 no documents or related graphics on the Website are modified in any way;

6.1.2 no graphics on the Website are used separately from the corresponding text; and

6.1.3 the Company's copyright and trade mark notices and this permission notice appear in all copies.

6.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by the Company or its licensors. For the purposes of these terms and conditions, any use of extracts from the Website other than in accordance with Clause 6.1 for any purpose is prohibited. If you breach any of these terms and conditions, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website.

6.3 Subject to Clause 6.1, no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company's prior written permission.

6.4 Any rights not expressly granted in these terms are reserved.

7 VISITOR MATERIAL AND CONDUCT

7.1 Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary. The Company shall have no obligations with respect to such material. The Company and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

7.2 You are prohibited from posting or transmitting to or from the Website any material:

7.2.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

7.2.2 for which you have not obtained all necessary licences and/or approvals; or

7.2.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

7.2.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

7.3 You may not misuse the Website (including, without limitation, by hacking).

7.4 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of Clauses 7.2 or 7.3.

8 LINKS TO AND FROM OTHER WEBSITES

Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Company therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

9 DISCLAIMER

9.1 While the Company endeavours to ensure that the information on the Website is correct, the Company does not warrant the accuracy and completeness of the material on the Website. The Company may make changes to the material on the Website at any time without notice. The material on the Website may be out of date, and the Company makes no commitment to update such material.

9.2 The material on the Website is provided 'as is', without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with the Website on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for these terms and conditions, might have effect in relation to the Website.

REGULATION OF THE AUCTION

10 GENERAL

10.1 You may only participate in an Auction if you have registered your details with us prior to you making a bid in an Auction.

10.2 Any Auctions conducted are subject to the Auctions (Bidding Agreements) Act 1927 and Auctions (Bidding Agreements) Act 1969.

10.3 In the event that you are bidding as a consumer, you should note that you will not have the right to cancel your bid nor withdraw from a winning bid under the Consumer Protection (Distance Selling) Regulations 2000.

10.4 All Vehicles are sold as per their listing descriptions, including all and/or any described imperfections (whether cosmetic or otherwise), faults (including but not limited to those of a mechanical nature) and errors.

10.5 Where photographs of Vehicles are included on the Website, the photograph shall provide a visual depiction of the Vehicle. No warranty is given by the Company that the photograph is in any way an accurate or full depiction of the state or condition of the Vehicle whether at the time of Auction or at any time after the photograph has been published on the Website.

11 AUCTION

11.1 The Company will provide Lots on the Website from time to time.

11.2 Each Lot shall constitute an invitation to treat and shall not be deemed to constitute an offer in respect of the Vehicles that are the subject of the Lot.

11.3 No Lot shall provide a price in respect of the respective Vehicle and Bidders shall be entitled to submit Bids on the Website for the Lot.

11.4 Prior to the Lot, the Company may place a reserve price ('Reserve Price'), being a hidden minimum selling price, in respect of any Vehicle.

11.5 Each Lot shall specify the time and date when Bids can first be submitted and the time and date after which Bids will not be able to be submitted and hence, when the Lot will end.

11.6 Each Bidder will be entitled, subject to Clause 10.1, to make a Bid for any Lot.

11.7 Once a Bid has been submitted, it will be irrevocable and the respective Bidder will not be permitted to withdraw or otherwise retract a Bid.

11.8 Subject to Clause 11.7, each Bidder shall be entitled to submit an unlimited number of Bids in respect of a Lot until the Lot ends in accordance with Clause 11.5, provided that each successive Bid must be for a sum that is greater than the previous Bid that the Bidder has submitted.

11.9 By submitting a Bid, a Bidder agrees to be bound by these terms and conditions. The terms may change without further notice and it is the responsibility of the Bidder to check the Company's terms and conditions each time they submit a Bid or access the Website.

11.10 At the end of the Lot in accordance with Clause 11.5, the highest Bid must be a sum that is at least equal to the Reserve Price. Should the highest Bid be a sum that is less than the Reserve Price the Vehicle that is the subject of that Lot may be re-listed for Auction at a date and in the manner to be determined by the Company.

11.11 Subject to these terms and conditions, the Offeror shall be deemed to have made an Offer to the Company in respect of the respective Vehicle. Any dispute as to any Bid shall be settled at the Companys absolute discretion. Every Bidder shall be deemed to act as principal.

11.12 Subject to Clauses 11.10 and 12, the Offeror shall be bound by the Offer, which shall be irrevocable in accordance with Clause 11.7, and, subject to the Companys acceptance of that Offer in accordance with Clause 12, shall then be bound by the Contract (as defined in Clause 12.7) that will arise between the Offeror and the Company.

11.13 The Company has absolute discretion without giving any reason to refuse or reject any Bid or to withdraw any Vehicle from a Lot at any time and in the case of dispute, to re-list any Vehicle in a Lot. The Company shall not be liable for any loss or costs incurred by any party in respect of any action taken by the Company under this Clause 11.13.

SUCCESSFUL BIDS AND THE CONTRACT BETWEEN THE OFFEROR AND US

12 HOW THE CONTRACT IS FORMED BETWEEN THE OFFEROR AND US

12.1 The Offer will constitute an offer from the Offeror to the Company to purchase the Vehicle for the price contained in the Offer subject to these terms and conditions.

12.2 Following the end of a Lot, the Company shall send an automatically generated email notification to the Offeror to confirm the same.

12.3 The email sent by the Company in accordance with Clause 12.2 shall not constitute the Companys acceptance of the Offer.

12.4 Following the automatically generated email notification sent to the Offeror by the Company in accordance with Clause 12.2, a member of staff of the Company shall contact the Offeror by telephone to confirm that the Offeror has submitted a successful bid and to discuss details in relation to the Vehicle with the Offeror, including, inter alia, payment and delivery details. This telephone call shall not constitute the Companys acceptance of the Offer.

12.5 All Offers shall be subject to acceptance by the Company in accordance with Clause 12.6 and subject to these terms and conditions, including, inter alia, Clauses 11.10 and 11.13.

12.6 No Offer shall be deemed to be accepted by the Company until a written acknowledgement of the Offer is issued by the Company to the Offeror via email, which expressly states that the Company accepts the Offer ('Confirmation').

12.7 The contract between the Company and the Offeror (the 'Contract') will only be formed when the Company sends the Confirmation to the Offeror.

12.8 The Contract will relate only to that Vehicle that is the subject of the Offer and whose sale the Company has accepted in the Confirmation.

13 PRICE

13.1 Subject to Clause 11.12, the price for the Vehicle (the Price) shall be the price set out in the Offer plus value added tax and/or any other applicable taxes, duties or levies of any kind whatsoever, where applicable.

13.2 If the Buyer is located outside the UK, the Vehicle may be subject to import taxes and taxes that may be levied when the Vehicle reaches the Buyer. The Buyer shall be responsible for the payment of all such applicable taxes, duties or levies.

14 PAYMENT

14.1 The Buyer must pay:

14.1.1 the Price due for the Vehicle;

14.1.2 where it is agreed between the parties that the Company shall effect delivery of the Vehicle to the Buyers place of business in accordance with Clause 15.8, a sum in respect of delivery costs which shall be agreed between the parties,

all the aforementioned to be payable within 3 working days of the time when the Company issues an invoice to the Buyer, which shall be contained within the Confirmation.

14.2 The Company reserves the right (to be exercised at any time and in its sole
discretion), to introduce a Buyer's fee to cover administrative costs, in such sum to be
determined at such time by the Company in its sole discretion. Any Buyer's fee under
this clause 14.2 shall be payable within 3 working days of the time when the
Company issues an invoice to the Buyer, which shall be contained within the
Confirmation

14.3 Time for payment shall be of the essence.

14.4 All payments, unless otherwise agreed in writing by the Company, shall be made by the Buyer in pounds sterling by BACS or CHAPS transfer to such bank account as the Company shall notify in writing to the Buyer in the Confirmation or otherwise.

14.5 No payment shall be deemed to have been received until the Company has received payment in full and cleared funds.

14.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off or counterclaim or otherwise unless the validity and the amount of such deductions have been expressly accepted in writing by the Company.

14.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company 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 the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.

15 DELIVERY

Vehicle Collection

Subject to Clauses 15.6 15.13 and Clauses 15.15 15.17:

15.3 Delivery of the Vehicle shall take place at the Companys place of business.

15.4 Vehicles will be available for collection by the Buyer upon notification from the Company that it has received payment in full and cleared funds of all sums owing to it in respect of such Vehicle (Collection Notification).

15.5 The Buyer shall at their own expense collect the Vehicle(s) they have purchased no later than 24 hours following the sending of the Collection Notification in respect of the Vehicle(s).

15.6 Details regarding Vehicle collection, including the location for collection and the time by which the Vehicle must be collected, shall be included in the Confirmation and/or the Collection Notification.

15.7 If for any reason the Buyer fails to collect the Vehicle within 24 hours of a Collection Notification, risk in the Vehicle shall pass to the Buyer (including for loss or damage caused by the Companys negligence), the Vehicle shall be deemed to have been delivered; and the Company may store the Vehicle until actual collection, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, removal, storage and insurance) or, where appropriate (and at the Companys sole discretion), disposal.

Vehicle Delivery

15.8 The Company offers a delivery service in respect of a Vehicle, which the Buyer may request of the Company within 12 hours of receipt of the Collection Notification. Should the Buyer fail to request this delivery service within such a time, unless otherwise agreed by the Company, the delivery of a Vehicle will be pursuant to Clauses 15.1 to 15.5 and the Buyer will not be entitled to request that the Company uses the delivery service.

15.9 Where a Buyer opts for the Companys delivery service, delivery of the Vehicle shall take place at the delivery address notified by the Buyer to the Company as being the place for delivery of the Vehicle.

15.10 Delivery of the Vehicle shall be completed when we deliver the Vehicle to you.

15.11 Where a Buyer opts for the Companys delivery service, the cost of delivery will be calculated based on the number of miles from the Companys place of business to the Buyers delivery address and at the Companys standard rate per mile from time to time and charged additionally.

15.12 The Company will use its reasonable endeavours to deliver a Vehicle within 2 working days of the Collection Notification.

15.13 If for any reason a Buyer fails to take delivery of a Vehicle when it is delivered by the Company in accordance with Clauses 15.7 and 15.8, or the Company is unable to deliver the Vehicle because a Buyer has not provided appropriate instructions, documents, licences or authorisations:

15.13.1 risk in the Vehicle shall pass to the Buyer (including for loss or damage caused by the Companys negligence;

15.13.2 the Vehicle shall be deemed to have been delivered; and

15.13.3 the Company may store the Vehicle until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance) or, where appropriate (and the Companys sole discretion), disposal.

15.14 The Buyer must check Vehicles upon delivery. Any claims relating to Vehicles delivered in a damaged or defective state or any shortfall in any Vehicle delivery must be submitted in writing to the Seller within 24 hours from the time of delivery, in the absence of such claim a Vehicle will be considered to have been accepted by the Buyer. Any shortfall in the number of Vehicles delivered from that stated in the Contract shall not give rise to a right to claim for breach of contract solely as a result of such shortfall but the Buyer shall only be obliged to pay for the number of Vehicles delivered.

15.15 The Company excludes all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party in connection with the late delivery of Vehicles.

15.16 If you have any questions regarding the status of your purchase, or indeed any aspects of our service, please contact the Company on the telephone number or at the email address set out in the Collection Notification.

Non-delivery

15.17 The number of any consignment of Vehicles as recorded by the Company upon despatch from the Companys place of business shall be conclusive evidence of the number received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

15.18 The Company shall not be liable for any non-delivery of Vehicles (even in caused by the Companys negligence) unless the Buyer gives written notice to the Company of the non-delivery within 2 days of the date when the Vehicles would in the ordinary course of events have been received.

15.19 Any liability of the Company for non-delivery of Vehicles shall be limited to replacing a Vehicle within a reasonable time or issuing a credit note for the amount invoiced if any in respect of such Vehicle.

16 RISK AND TITLE

16.3 Where delivery is effected pursuant to Clause 15.1, risk of damage to or loss of the Vehicle shall pass to the Buyer 24 hours after the time when the Company provides the Collection Notification to the Buyer.

16.4 Where delivery is effected pursuant to Clause 15.6, risk of damage to or loss of the Vehicle shall pass to the Buyer on delivery to the Buyers delivery address.

16.5 Ownership of the Vehicle shall not pass to the Buyer until the Company has received in full (in cleared funds) all sums due to it in respect of:

16.5.1 the Vehicle; and

16.5.2 all other sums which are or which become due to the Company from the Buyer on any account.

17 RULES AND REGULATIONS

The Buyer of any Vehicle is responsible for complying with all legal requirements, guidelines, rules and regulations as to the use of that Vehicle and for obtaining all certificates, permits or other authorisations necessary before that Vehicle can be used on any road or elsewhere.

GENERAL

18 LIABILITY

Website

18.3 Subject to Clause 18.6 and without prejudice to Clause 18.7, the Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of the Companys group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.

18.4 If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

Auction

18.5 Subject to Clause 18.6 and without prejudice to Clause 18.7, the Company excludes all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party in connection with an Auction.

Vehicles

18.6 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

18.7 Subject to Clauses 18.6 and 18.7.1 and without prejudice to Clause 18.7.2, the Company shall not be responsible for any losses that a Buyer may suffer as a result of a Contract, except for those losses which are a foreseeable consequence of the failure to comply with these terms and conditions.

General

18.8 Nothing in these terms and conditions shall exclude or limit the Companys liability for:

18.8.1 death or personal injury caused by negligence; or

18.8.2 fraud; or

18.8.3 misrepresentation as to a fundamental matter; or

18.8.4 any breach 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; or

18.8.5 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability under applicable law.

18.9 Subject to Clause 18.6:

18.9.1 in respect of a Contract, the Companys 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 a Contract shall be limited to the Price under that Contract; and

18.9.2 whether you are a Buyer, a Bidder or a user of the Website (registered or otherwise), the Company shall not be liable to you for, without limitation:

18.9.2.1 any pure economic loss, loss of income, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect, punitive or consequential;

18.9.2.2 any loss of goodwill, data, contracts, anticipated savings, use of money, or loss or damages arising from or connected in any way to business interruption; or

18.9.2.3 any claims for consequential compensation whatsoever (howsoever caused) which may arise out of or in connection with the Website or the use thereof, an Auction or the participation thereof, or a Contract.

19 WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using the Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

20 NOTICES

All notices given by you to us must be given to the Company at [insert e-mail address]. We may give notice to you at either the e-mail or postal address you provide to us when registering on the Website. Notice will de deemed received and properly served immediately when posted on the website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

21 TRANSFER OF RIGHTS AND OBLIGATIONS

21.3 The Contract between you and us is binding on you and us and on our respective successors and assigns.

21.4 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

21.5 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

22 EVENTS OUTSIDE OUR CONTROL

22.3 The Company reserves the right to defer the date of delivery of or to cancel the Contract (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to any event of force majeure, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

22.4 In these terms and conditions an event of force majeure shall include (without limitation) Acts of God, war, threat of war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, tempest, flood, adverse weather conditions, epidemic, accident, acts or omissions on the part of any governmental or local authority or highways authority or public telecommunications, import or export regulations or embargoes, disruption of power supply, lock-outs, strikes or other labour disputes (whether or not relating to either partys workforce), or restraints or delays affecting carriers or any default of any supplier of the Company.

23 WAIVER

23.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

23.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

24 SEVERABILITY

If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

25 ENTIRE AGREEMENT

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

26 RIGHTS OF THIRD PARTIES

The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

27 OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our systems capabilities.

28 GOVERNING LAW AND JURISDICTION

These terms and conditions shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.