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Live Events Terms and Conditions
DEFINITIONS AND INTERPRETATION
‘Perform’ and ‘Perform Workshops Ltd.’ (and ‘We’, ‘Our’, ‘Ours’ and ‘Us’) refers to Perform Workshops Ltd., registered in England and Wales with company number 06508578 whose registered office is at 4 Blenheim Court, 62 Brewery Rd, London, N7 9NY who is the Trader for the purposes of The Consumer Rights Act 2015.
‘Event’ means an entertainment event including, without limitation, a concert, exhibition, sport, theatrical and/or music event to be held at a Venue in respect of which We have the right to sell You Tickets.
‘Event Partner’ means any party involved in the provision of the Event, such as a Promoter, Venue owner/operator, performer or producer.
‘Promoter’ means the person firm or company staging the Event if different from Us.
‘Site’ means www.perform.org.uk
‘Terms and Conditions’ means these terms and conditions, the Additional Terms and Conditions, the Drinks and Snacks Ordering Terms of Purchase and the Terms of Website Use.
‘Tickets’ means printed, electronic or other type of evidence (including a wristband) of the right to occupy space at or to attend an Event sold by Us to You on behalf of the Event Partner(s).
‘Ticket Related Voucher(s)’ means any voucher or package which can be redeemed against products or services at or near the Venue including, without limitation, food and drink vouchers, restaurant vouchers, Ambassador Lounge packages, upgrade packages and NCP car park vouchers.
‘Venue’ means any facilities or locations of any nature where the Event is being held.
‘Voucher(s)’ means a Perform voucher
‘Working Day’ means Monday to Friday, excluding any Public or Bank Holidays.
‘You’ means you or anybody who in Our reasonable opinion is acting with your authority or permission. ‘Your’ shall be read accordingly.
1. CONTRACT AND INCORPORATION OF TERMS
2. TICKETS
3. PRICE AND PAYMENT
4. DELIVERY
5. CHANGES TO EVENT
6. CANCELLED/RE-SCHEDULED EVENTS
7. REFUNDS/EXCHANGES
8. LIABILITY
9. AFTER SALES CARE & COMPLAINTS
10. USE OF DETAILS AND DATA PROTECTION
11. RESALE OF TICKETS
12. VOID TICKETS
13. RESTRICTIONS
14. CONDITIONS OF ADMISSION AND ATTENDANCE
15. RESTRICTIONS AND PROHIBITIONS
16. RETAIL OFFERS
17. SALE OF ALCOHOL
18. HEALTH AND SAFETY
19. COVID19 ACKNOWLEDGEMENT
20. DISPUTE RESOLUTION
21. WAIVER
22. ASSIGNMENT
23. SEVERABILITY
24. THIRD PARTIES
25. EVENTS BEYOND OUR REASONABLE CONTROL (FORCE MAJEURE)
26. AMENDMENTS AND VARIATIONS
27. NO PARTNERSHIP OR AGENCY
28. ENTIRE AGREEMENT
29. GOVERNING LAW AND JURISDICTION
- CONTRACT AND INCORPORATION OF TERMS
1.1 Your contract for the purchase of Ticket(s) is formed as soon as We have processed Your payment and will expire immediately after the performance of the Event for which You purchased Ticket(s). However, any purchases are subject to payment card verification and other security checks and Your transaction may be cancelled if it has not passed Our verification processes.
1.2 Your purchase of Ticket(s) is subject to these Terms and Conditions, which incorporate and should be read in conjunction with the Event Partner(s)’ terms, conditions and regulations, copies of which are available on the Event or Venue website or at Venue box office. In the event of any inconsistency between the terms in relation to Venue or Promoter requirements, those of the Promoter shall prevail. If no Promoter, those of the Venue shall prevail.
1.3 Please note that our Terms and Conditions do not apply to purchases for tickets made from third parties. If you have any queries or complaints regarding your purchase of tickets from third parties, please contact them direct.
1.4 These Terms and Conditions are issued pursuant to STAR’s Code of Practice which is available from STAR (0844 879 4272, Code of Practice)
- TICKETS
2.1 All Tickets are sold subject to availability and to these Terms and Conditions. These Terms and Conditions should be read carefully prior to purchase and any queries relating to them should be raised with Us prior to purchase, as purchase of Ticket(s) constitutes agreement of these Terms and Conditions. A valid Ticket must be produced to get into an Event. Please notify Us of any access requirements at the time of booking. Removing any part of, altering or defacing the Ticket may invalidate Your Ticket.
2.2 It is Your responsibility to check Your Ticket(s) as mistakes cannot always be rectified after purchase. Please check your Ticket(s) on receipt carefully and contact us immediately if there is a mistake.
2.3 We will not be responsible for any Ticket that is lost, stolen or destroyed. The Management only accept responsibility for Tickets bought from one of its own managed sales points. Any queries regarding Tickets purchased from ticket agents must be directed back to the relevant agent.
2.4 It is not always possible to issue duplicate ticket(s). For example for non-seated events where there is a possibility of both the original and duplicate ticket(s) being used, compromising the licensed capacity of the venue. Duplicates may therefore be issued at the discretion of the Promoter or the Venue acting reasonably. If an e Ticket is reissued only the most recent version will be valid, previous tickets will be void and entry to the venue may not be permitted.
2.5 We and the Event Partner(s) reserve the right to provide alternative seats at an Event to those specified on the Ticket if the staging of the Event reasonably requires, provided they are of no less value to that stated on the Ticket.
2.6 Where a concession is claimed, proof of identity and concession entitlement (for example of age or student status) may be required.
2.7 Possession of a Ticket does not confer any rights (by implication or otherwise) on You to use, alter, copy or otherwise deal with any of the symbols, trade marks, logos and/or intellectual property appearing on the Ticket.
2.8 Any Ticket cannot be used for advertising, promotions, contests or sweepstakes, unless formal written permission is given by the Event Partner(s), provided that even if such consent is obtained, use of Our trade marks and other intellectual property is subject to Our prior consent.
2.9 You agree not to obtain or attempt to obtain any Ticket(s) through unauthorised use of any robot, spider or other automated device or any other illegal or unauthorised activity. We reserve the right to cancel any Ticket transaction which We reasonably suspect to have been made in breach of these provisions without any notice to You and any and all Ticket(s) purchased as part of such transaction will be void.
- PRICE AND PAYMENT
3.1The price of the Ticket shall be the price set at the time We accept Your order. All advertised prices are inclusive of any applicable taxes and per Ticket booking fee (where applicable) but exclusive of any per transaction, collection or delivery fee.
3.2No order will be accepted until We have received full payment in cleared funds. We reserve the right to cancel any booking which We reasonably suspect to have been made fraudulently.
3.3 All concessions and discounts are subject to availability, they may be restricted to certain price levels and performances and can be withdrawn by Perform without notice
3.4 Only one concession or discount is available per ticket.
3.5 If the amount you pay for a ticket is incorrect regardless of whether because of an error in a price posted on the Site or otherwise communicated to You, or You are able to order a ticket before its scheduled on-sale or pre-sale date or You are able to order a Ticket that was not supposed to have been released for sale, then We will have the right to cancel that Ticket (or the order for that Ticket) and refund to You the amount that You paid. This will apply regardless of whether because of human error or a transactional malfunction of this website or other Perform operated system.
- DELIVERY
4.1 If you select “e Ticket” Your Tickets will be delivered as an e Ticket to the email address provided when You registered on the Site. Your e Ticket must be printed or presented on a mobile or tablet device. If printed, Your e Ticket must be clearly printed to scale on plain A4, clean, white paper. Problems with printing will not be Our responsibility or the responsibility of the Venue. Unauthorised duplication of Your e Ticket may prevent Your admittance to the Event. Perform is not responsible for any inconvenience caused by unauthorised duplication. If unauthorised duplicates appear Perform reserves the right to refuse entry to all Ticket holders and may credit the original purchaser the face value, which will constitute full remuneration. Any duplicate Ticket issued by Perform, will render the original e Ticket null and void.
4.2E-Tickets will only be delivered to the email address provided at the time of booking. Hard copy ticket(s) will only be delivered to the billing address of the debit/credit card holder unless We specifically offer You the facility for Ticket(s) to be sent to an alternative address.
4.3E Tickets will be issued 14 days before the date of the performance. Any Tickets purchased less than 14 days prior to the date of the relevant performance will be issued within 1 working day. Hard copy ticket(s) will arrive no later than 5 Working Days before the date of the performance. If Your Ticket(s) are not being held at the Venue box office, and You have not received Your Ticket(s) from Us 5 Working Days prior to the Event, please contact Us.
4.4 If Ticket(s) dispatched by Royal Mail ordinary post, special delivery or signed for post are returned to Us as ‘addressee unknown’ We reserve the right to cancel Your booking and make a refund of the Ticket price only.
4.5 We reserve the right to make Ticket(s) available for collection at the Venue box office. You will be notified at point of sale, by telephone, by email or in writing of the arrangements for collection (using the details provided at the time of ordering) if this becomes necessary.
4.6 Where there is not enough time to deliver Ticket(s) by post, We will inform You about the arrangements for collection of Your ticket(s).
4.7 If You are collecting Your Ticket(s) from the Venue box office, You must have an acknowledgement of order sent by Us to You, and the credit/debit card used by You to purchase Ticket(s). You may also be required to present Your photo ID.
- CHANGES TO EVENT
5.1 The Event Partner(s) reserves the right to make alterations to the published Event programme where reasonably necessary. Where such alteration is a material change (as described in clause 7), You may request a refund in accordance with clause 7.
- CANCELLED/RE-SCHEDULED EVENTS
6.1 It is Your responsibility to ascertain whether an Event has been cancelled or re-scheduled and the date and time of any re-scheduled Event. Where an Event is cancelled or re-scheduled, We will use Our reasonable endeavours to notify You using the details You provided Us with at the time of ordering. We do not guarantee that You will be informed of such cancellation before the date of the Event.
6.2 It is Your responsibility to inform Us of any change to the contact address, telephone number or email address You provide Us with at the time of ordering.
- REFUNDS/EXCHANGES
7.1Ticket(s) cannot be exchanged, cancelled or refunded after purchase (except pursuant to clause 6).
7.2 Where an Event is cancelled or rescheduled (subject to clause 6 and this clause) by the Venue or Promoter, where an Event is cancelled or rescheduled due to circumstances beyond Our control, or where there is a material change to the programme of the Event, You may request a refund from Us in accordance with this clause.
7.3 A 'material' change to the programme of the Event is a change which, in Our reasonable opinion, makes the Event materially different to the Event that purchasers of the Ticket, taken generally, could reasonably expect. The use of understudies in a theatre performance shall not be a material change.
7.4 Where an outdoor Event is cancelled or curtailed because of adverse weather, We shall not be liable to make any refund or pay any compensation beyond the refunds that may be payable under the Venue's or Event Partner(s) rules.
7.5 Where such a refund is sought due to cancellation, rescheduling or a material change to the programme of the Event, You must bring this to Our attention as soon as possible upon becoming aware of such material change, cancellation or where the Event has been rescheduled, prior to the rescheduled Event. The refund for Ticket(s) equals the price paid by You to Us for such Ticket, including the applicable per Ticket booking fee but excluding the per transaction collection or delivery fee, in accordance with the STAR Code of Practice. If You have opted to purchase Ticket Protection, please note that this is also non-refundable.
7.6 Refunds shall only be made to the person who purchased the Tickets and, when possible, be made using the same method as was used to purchase the Tickets except, at Our discretion, where payment was made by cash or SOLT Theatre Tokens.
7.8 These Terms and Conditions do not and shall not affect your statutory rights as a consumer. For further information about your statutory rights contact Citizens Advice, or the Competition and Markets Authority.
8.1 Personal arrangements including travel, accommodation or hospitality relating to the Event which have been arranged by You are at your own risk. Unless otherwise stated in our Terms and Conditions, Our and the Event Partner(s)’ liability to You in connection with the Event (including, but not limited to, in the event of cancellation, rescheduling or material change to the programme of the Event) shall be limited to the Ticket price paid by You including the per Ticket booking fee but excluding any ticket protection purchased and the per transaction collection or delivery fee.
8.2 Neither We nor the Venue nor the Event Partner(s) will be responsible for any loss, injury or damage to any person (including You) or property howsoever caused (including by Us and/or by Event Partner(s)): (a) in any circumstances where there is no breach of a legal duty of care owed by Us or the Event Partner(s); (b)in circumstances where such loss or damage is not a reasonably foreseeable result of any such breach (save for death or personal injury resulting from Our negligence); or (c) to the extent that any increase in any loss or damage results from breach by You of any of these Terms and Conditions and/or any terms and conditions of the Event Partner(s).
8.3 Nothing in these Terms and Conditions seeks to exclude or limit Our or the Event Partner(s)’ liability for death or personal injury caused by Our or the Event Partner(s)’ (as relevant) negligence, fraud or other type of liability which cannot by law be excluded or limited.
- AFTER SALES CARE & COMPLAINTS
9.1 Should you have any queries or complaints relating to your ticket purchase please contact our customer service by submitting a request online at https://www.perform.org.uk/getintouch/contact/contact-us. We will acknowledge all customer correspondence within 24 working hours.
- USE OF DETAILS AND DATA PROTECTION
10.1 See the Perform Privacy Policy.
- RESALE OF TICKETS
11.1 You may not resell or transfer a Ticket if prohibited by law. Any resale or transfer (or attempted resale or transfer) of a Ticket in breach of the applicable law is grounds for seizure or cancellation of that Ticket.
11.2 Where a resale facility is available, resale of these Ticket(s) cannot be guaranteed and is subject to a per ticket administrative charge.
- VOID TICKETS
12.1Any Ticket obtained in breach of these Terms and Conditions shall be void and all, rights conferred or evidenced by such Ticket shall be void. Any person seeking to use such a void Ticket in order to gain or provide entry to an Event may be considered to be a trespasser and may be liable to be ejected and liable to legal action. Void Ticket(s) are non-refundable.
- RESTRICTIONS
13.1 Ticket(s) may be restricted to a maximum number or sold subject to certain restrictions on entry or use, such as restricted, obstructed or side view or a minimum age for entry. Any such restriction shall be displayed on Our website or otherwise notified to You before or at the time You book the Ticket(s). It is Your responsibility to ensure that You read all notifications displayed on Our website. We reserve the right to cancel Ticket(s) purchased in excess of the maximum number, without prior notice unless the purchase of Ticket(s) in excess was due to Our error, in which case We will notify You prior to cancelling Your Ticket(s).
- CONDITIONS OF ADMISSION AND ATTENDANCE
14.1 The management of the Venue reserves the right to refuse Ticket holder’s admission to the Venue in reasonable circumstances including for health and safety, licensing reasons or where a Ticket is void.
14.2 The management of the Venue also reserves the right to request that Ticket holders leave the Venue at any point on reasonable grounds and may take any appropriate action to enforce this right. By way of example, the Venue may remove a Ticket holder who:
1) has behaved in the Venue in a manner which, in the reasonable opinion of the Venue has, or is likely to affect the enjoyment of other visitors; or
2) uses threatening, abusive or insulting words or behaviour or in any way provokes or behaves in a manner which may provoke a breach of the peace; or
3) in the reasonable opinion of the Venue is under the influence of drugs or has consumed an excessive amount of alcohol; or
4) fails, when required, to produce proof of identity or age; or
5)obstructs gangways, access-ways, exits, entrances or staircases, congregates in non-designated areas or seeks entry to stands or seats for which he/she does not hold a Ticket.
14.3 You must comply with instructions and directions given by Venue staff and stewards.
14.4 No refunds will be given to Ticket holders who are refused entry or ejected due to their own behaviour as suggested in, but not limited to, the examples above.
14.5 No Children under 5 will be admitted to the Venue except where specifically stated at the time of booking. Children (ages 18 months to 15 years inclusive unless otherwise stated at the time of booking and on the ticket) shall require their own ticket which shall be at full ticket price if no child concessions are available at the time of booking. Babes in arms (children under 18 months unless otherwise stated at the time of booking and on the ticket) shall be admitted free of charge to those shows they may attend (children’s shows and pantomimes only) however children under the age of 18 months will not be admitted to any performance unless they are specifically aimed for them (i.e. children’s shows and pantomimes). Children must be supervised at all times and supervision of children shall be by not less than 1 adult per 10 children. The Management reserves the right to ask parents / supervisors to remove children if, in the opinion of the Management, they are causing a disturbance.
- RESTRICTIONS AND PROHIBITIONS
15.1The use of equipment for recording or transmitting (by digital or other means) any audio, visual or audio-visual material or any information or data inside any Venue is strictly forbidden. Unauthorised recording equipment, recordings, tapes, films or similar items may be confiscated and destroyed or deleted. Any recording made of an Event in breach of these conditions shall belong to the Event Partner(s).
15.2By attending an Event, Ticket holders consent to filming and sound recording of themselves as members of the audience. The Event Partner(s) may use such films and recordings (including any copies) without payment.
15.3 Ticket holders shall not bring into the Venue or display or distribute (whether for free or not) at the Event any sponsorship, promotional or marketing material's.
15.4 Mobile telephones and messaging equipment must be switched off during the Event.
15.5 Alcohol may only be consumed in public bars and other authorised areas. Smoking is not permitted unless within a designated smoking Area (if any).
15.6 The following are not permitted within any Venue:
I) animals (with the exception of assistance dogs);
2) laser pens, fireworks, flares, smoke bombs
3) Your own food and drink (unless permitted by the Venue);
4) bottles, cans or glass containers (unless permitted by the Venue);
5) any item which may be interpreted as a potential weapon including sharp or pointed objects (e.g. knives);and
6) illegal substances.
15.7 The management of the Venue reserves the right to conduct security searches from time to time and confiscate any item which, in the reasonable opinion of the management of the Venue, may cause danger or disruption to other members of the audience or the Event or is one of the items not permitted in the Venue as listed above.
15.8 Every effort shall be made to admit latecomers to Events at a suitable break in the Event, which may be the interval, but late admission cannot be guaranteed.
15.9 Ticket holders may only leave and re-enter the Venue during an Event at the discretion of the management of the Venue. Otherwise, there will be no re-admission or pass-outs of any kind.
15.10 The Event Partner(s) and Venue will not be liable for any loss, theft or damage to confiscated items. Confiscated items which are not collected within 24 hours will be considered a gift to the Venue and disposed of by the Venue in their sole discretion.
- RETAIL OFFERS
16.1 Perform reserves the right to change these general terms and conditions which are applicable to all retail offers and discounts at any time without prior notice by amending these online.
16.2 Offers and discounts are not transferable and cannot be used in conjunction with any other offer or discount.
16.3 All offers and discounts are subject to availability, can be changed or withdrawn without notice, and may be available for a limited period only.
16.4 Due to Licencing restrictions some offers and discounts may not be available in Scotland.
- SALE OF ALCOHOL
17.1 Sales of alcohol are made subject to the Licensing Act 2003 for theatres in England and Wales, the Licensing (Scotland) Act 2005 for theatres in Scotland and any theatre specific conditions stipulated on the premises license.
17.2 All theatres operate a Challenge 25 proof of age scheme. If, in the opinion of the theatre staff, you appear under the age of 25, you will be asked to prove your age by providing photo identification such as a passport, drivers licence, card bearing the PASS hologram or military identification card.
17.3 Perform reserves the right to refuse any sale of alcohol.
17.4 Any alcohol ordered online is also subject to the following terms and conditions:
1) By placing an order online for an alcoholic product you confirm that you are aged 18 or over.
2) The individual who made the online order must, upon collection of the alcoholic product at the relevant theatre, provide proof of their identity and that they are aged 17 or over in order for the sale to be completed.
3) We cannot guarantee that all alcoholic products ordered online will be available on the day of the show at the relevant theatre. We will however do our best to ensure that your order can be fulfilled.
4) In circumstances where sales of alcohol are refused at the point of collection or we cannot fulfil your order, you will be provided with a full refund for the cost of the order.
- HEALTH AND SAFETY
18.1 Ticket holders must comply with all relevant statutes, safety announcements and Venue regulations whilst attending the Event. If Ticket holders have any special requirements or concerns about any special effects which may be featured at the Event, prior notice should be provided when ordering Tickets. Special effects may include, without limitation, sound, audio visual, pyrotechnic effects or lighting effects.
- COVID19 ACKNOWLEDGEMENT
19.1Before attending an Event, guests must familiarise themselves with and comply with the latest rules and guidance issued by the UK government regarding COVID19.
19.2By attending an Event at a Venue, all guests are acknowledging their consent to, and agree to abide by, the safety precautions that have been adopted by that Venue, which may include (but shall not be limited to) wearing of face coverings, lateral flow tests and/or non-invasive COVID19 status certification checks. Safety measures for each Venue are posted on our website for such Venue and specific guest requirements will be set forth in the pre-visit email notifications. Failure to comply with any such precautions could result in guests being asked to leave the Venue. We further reserve the right to refuse entry to any person that refuses to comply with our safety protocols and a refund may not be provided. 19.3The safety measures at Venues are intended to minimise the risk of contracting COVID19 but this risk cannot be completely eradicated. By purchasing a ticket for an Event, you are acknowledging that an inherent risk of exposure to COVID19 exists in any public place where people are present, and that you and those in your party voluntarily assume all risks related to exposure to COVID19 and agree not to hold Perform, the Venue, Perform’s Event Partners or any of their affiliates, directors, officers, employees, agents, contractors or volunteers liable for any illness or injury. Anyone attending an Event acknowledges that they do so at their own risk.
- DISPUTE RESOLUTION
20.1 Any complaints about a Ticket holder’s seating or ability to view a production should be made promptly to the Venue management either before or during the performance.
20.2 If any dispute arises out of these Terms and Conditions, We will attempt to settle it. We will acknowledge all customer correspondence within 24 hours and We shall use Our reasonable endeavours to consult or negotiate in good faith, and attempt to reach a just and equitable settlement satisfactory to both parties within 5 working days.
- WAIVER
21.1 If we delay or fail to enforce any of these Terms and Conditions It shall not mean that We have waived our right to do so.
- ASSIGNMENT
22.1 We shall be entitled to assign any of Our rights and obligations under these Terms and Conditions provided that Your rights are not adversely affected.
- SEVERABILITY
23.1 If it is found by a Court that any of these Terms and Conditions for any reason cannot be enforced, this shall not prevent the other provisions from continuing to apply.
- THIRD PARTIES
24.1 The Event Partner(s) and its affiliates, successors or assigns may rely on any rights set out in these Terms and Conditions in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the ‘Act’). Except as provided above, any person who is not a party to these Terms and Conditions shall have no rights under the Act to rely on any of these Terms and Conditions. The Act can give rights under some contracts to third parties who are not parties to those contracts but in this case on We, the Event Partner(s) (and/or its affiliates, successors or assigns) and You (or Your assignees permitted hereby) have rights and obligations under this contract.
- EVENTS BEYOND OUR REASONABLE CONTROL (FORCE MAJEURE)
25.1 For the purposes of these Terms and Conditions, ‘Force Majeure’ means any cause beyond Our control including, without limitation, act of God, war, insurrection, riot, civil disturbances, acts of terrorism, fire, explosion, flood, theft of essential equipment, malicious damage, strike, lock out, weather, third party injunction, national defence requirements, acts or regulations of national or local governments. We will not be liable to You for failure to perform any obligation under these Terms and Conditions to the extent that the failure is caused by Force Majeure.
- AMENDMENTS AND VARIATIONS
26.1 We intend to rely on the written terms set out here in this document as well as the written terms and conditions of the Venue and the Promoter. You should read the Terms and Conditions carefully before entering into the contract to ensure that they contain very thing that You consider has been agreed. If they do not then you should speak to any member of staff. After the contract has been made, these Terms and Conditions cannot be varied or amended in any respect unless both You and We agree and it is preferable that this is in writing.
- NO PARTNERSHIP OR AGENCY
27.1 Nothing in these Terms and Conditions and no action taken by You or Us under these Terms and Conditions shall create, or be deemed to create, a partnership, joint venture or establish a relationship of principal and agent or any other relationship between You and Us beyond the relationship created under these Terms and Conditions.
- ENTIRE AGREEMENT
28.1 These Terms and Conditions and the terms and conditions of the Venue and the Promoter and any specially agreed terms constitute the entire agreement between us in connection to, its subject matter and supersede any previous terms and conditions, agreement or arrangement between us. Each of us agrees that we have not entered into these Terms and Conditions in reliance on, and shall have no remedy in respect of, any statement, representation, covenant, warranty, undertaking or indemnity (whether negligently or innocently made) by any person (whether party to these Terms of Conditions or not) other than as expressly communicated by Us to You before You have completed Your purchase or set out in these Terms and Conditions. Nothing in this clause shall operate to limit or exclude any liability for fraud.
- GOVERNING LAW AND JURISDICTION
29.1 These Terms and Conditions shall be governed by and construed in all respects in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
