Terms and Conditions

These terms and conditions (Terms) set out the terms under which you or Stoked Surf Adventures which you represent (the Client, you or yours) make travel bookings with and receive other services from Stoked Adventure Group, a company registered in England and Wales under company number 08732673 and with its registered office at 53 Tiverton Road, Cullompton, Devon, EX15 1JG (Stoked Surf Adventures, we, us or our). These Terms apply to bookings you make with us in-person, on the phone, online or via email.

You will be taken to have accepted these Terms if you sign these terms and conditions or otherwise indicate your assent, or if you make a booking with Stoked Surf Adventures after receiving or becoming aware of these terms.

These terms were last updated on 12 December 2024. 

1. THESE TERMS, BOOKINGS
   1. These terms will apply to all the Client’s dealings with Stoked Surf Adventures, including being incorporated in all agreements, quotations or orders under which Stoked Surf Adventures is to provide services to the Client including booking travel services on the Client’s behalf (each a “Booking”) together with any additional terms included in such Booking (provided such additional terms are recorded in writing).
   2. You will be taken to have accepted these Terms if you:
      1. click a tick-box indicating that you agree to them; or
      2. submit a Booking after receiving or becoming aware of these Terms; or
      3. otherwise indicate your agreement to the Terms.
   3. These Terms will apply to all Bookings together with any additional terms included in such a Booking (provided such additional terms are recorded in writing).
   4. In the event of any inconsistency between these Terms and any Booking, these Terms will prevail to the extent of such inconsistency.
2. eligibility
   1. By making a Booking you represent and confirm that you have the legal capacity and are of sufficient age to enter into a binding contract with us. 
   2. If you are making a Booking on behalf of another individual, company or organisation you warrant that you have the necessary authority from that individual, company or organisation to do so.
3. INSTRUCTOR COURSES
   1. The Instructor Courses offered on our Website include the examination of the relevant certification body as set out on the Website (Certification Body), but does not guarantee that you will pass the examination and/or qualify for the certification. 
   2. The assessment of the examination and issuance of certification is subject to the exclusive decision of the Certification Body and their terms and conditions, which shall apply to you in addition to these terms and conditions and can be found here:
      1. International Surfing Association:
      2. Academy of Surfing Instructors: 
   3. Additional and ongoing fees may be applicable to maintain any qualification or certification you obtain in an Instructor Courses, such as annual fees or ongoing training obligations (Ongoing Costs). The Ongoing Costs are not, unless otherwise stated on our Website, included in the Fees. You are solely responsible for paying any Ongoing Costs and we will not be liable to you for Ongoing Costs or any other losses or damages if you do not retain your certification for any reason. 
4. AGENCY AND THIRD-PARTY TERMS
   1. agency
      1. Stoked Surf Adventures sells various travel related products as an agent for and on behalf of third-party transport, accommodation and other service providers (Travel Service Providers). The Travel Service Providers include but are not limited to surf camps and surf schools worldwide.
      2. The Services we provide to you are collateral to our agency relationship with the Travel Service Providers. Our obligation to you is to (and you expressly authorise us to) make bookings on your behalf and to arrange relevant contracts between you and the Travel Service Providers.
   2. INSTANT BOOKINGS
      1. For any travel packages or services offered on our Website as an “Instant Booking”, we are not acting as agent for the Travel Service Provider. 
      2. For Instant Bookings, the Fees paid are paid directly to the Travel Service Provider and we retain a percentage of the Fees as payment for facilitating the Instant Booking via our Website. 
   3. travel service provider t&CS
      1. You acknowledge and agree that we do not provide travel services ourselves and that the terms and conditions of the Travel Service Providers (including cancellation and no-refund policies) (Travel Service Provider T&Cs) will apply to all bookings you make through us.
      2. You acknowledge that Travel Service Providers may change or withdraw their prices without notice prior to you purchasing the relevant goods and/or services from them, in which case the applicable price will be the new, updated price.
      3. Where you are entitled to a refund from a Travel Service Provider, we will only credit the refund back to you once we have received it from the relevant Travel Service Provider, and we have no obligation to issue a refund to you on behalf of the Travel Service Provider before this time. 
      4. To the maximum extent permitted by applicable law, we will not be liable for any loss or damage suffered by you in connection with the Travel Service Provider T&Cs, including where any information provided by the Travel Service Provider is incomplete or inaccurate. If, for any reason (excluding fault on our part), any Travel Service Provider is unable to provide the services for which you have contracted, your rights are against that provider and not against us. 
      5. You acknowledge and agree that if you wish to cancel a booking, then in addition to our change or cancellation fees, as set out in clause 8, Travel Service Providers change and cancellation fees, which can be up to 100% of the cost of the booking, will also apply. If we have to cover any of your Travel Service Provider change and cancellation fees, you agree to indemnify us for the amounts of those fees. 
      6. We will provide you with PDF copies or URL links to the relevant Travel Service Provider T&Cs at the time of booking.
   4. DOMESTIC TRAVEL FOR MALDIVE TRIPS
      1. As part of trips we offer in the Maldives, domestic travel (by plane, bus, or boat) may be included and to the extent that it is:
         1. Times are subject to change; and
         2. Baggage limits (including permitted sizes for surf boards and oversized baggage) are determined by the carrier and are subject to change.  
      2. You must ensure you check the carrier’s policies before booking and ensure your baggage meets their requirements. 
5. package travel regulations
   1. general
      1. Your rights in relation to packages arranged by us are set out in these Terms (which are deemed to incorporate all terms and conditions of each Travel Service Provider for the various components of your package travel arrangements).
      2. Where the combination of travel services offered to you is a package within the meaning of The Package Travel and Linked Travel Arrangements Regulations 2018 (Package Travel Regulations) (Travel Package) you will benefit from all EU rights applying to Travel Packages, including:
         1. we will be fully responsible for the proper performance of any Travel Package that we have arranged for you; and
         2. as required by law, we (or the package organiser) have protection in place to refund your payments and, where transport is included in the Travel Package, to ensure your repatriation in the event that we become insolvent. 
      3. More information on key rights under the Package Travel Regulations can be viewed in Schedule 1.
      4. A Travel Package arranged by us will be a combination of at least two of the following components selected before payment or sold at an inclusive or total price:
         1. transport; 
         2. accommodation;
         3. vehicle rental; or
         4. other tourist services accounting for a significant proportion of the package.

Packages cover a period of more than twenty-four hours or include overnight accommodation.

1. transfer of package holiday
   1. If Stoked Surf Adventures has arranged a Travel Package for you and you are prevented from taking your travel arrangements, you may make a request to transfer those arrangements to another individual (Transfer Request).
   2. A Transfer Request must be made in writing by the lead-named traveller not less than 7 days prior to departure and must include proof of acceptance of the transfer by the new traveller. 
   3. Both you and the new traveller will remain jointly liable and responsible for the additional costs involved, which will include our administration charge of £50 per person per booking as well as any other applicable Travel Service Provider’s charges. 
   4. Please note that some airlines may refuse such requests and treat the transfer as a cancellation and rebooking.
2. fees, PAYMENTs and taxes
   1. FEES AND CONSEQUENCES OF LATE PAYMENT
      1. You must pay to Stoked Surf Adventures fees in the amounts and at the times set out in the Booking (Fees).
      2. You acknowledge and agree that unless you comply with clause 5.1(a), you may lose your Booking, including any deposits already paid, and/or your Booking may be subject to price increases and additional costs.
   2. DEPOSITS AND BOOKINGS
      1. You must pay the deposit specified in the Booking. All deposits are non-refundable for change of mind or cancellation (without limiting any protections the Client has under the Package Travel Regulations or applicable law). 
      2. You acknowledge and agree that:
         1. all Bookings are not confirmed, until we have explicitly sent you a written confirmation and until you have made the payments specified in your Booking; and
         2. you may be required to pay for bookings designated as “late bookings” if you are booking within 120 days prior to departure in full prior to us being able to confirm such a booking. 
      3. All prices are displayed in USD $ currency and may fluctuate in your local currency due to exchange rate fluctuations between the time that you pay the deposit and when you pay any other outstanding Fees. You are solely responsible for any exchange costs, including the fluctuation in the exchange rate. 
   3. INVOICES

Unless otherwise agreed if Stoked Surf Adventures issues an invoice to you, payment must be made by the time(s) specified on such invoice.

1. PAYMENT METHOD

You can pay the fees via a credit card, direct debit or Electronic Funds Transfer or any other payment method by which Stoked Surf Adventures accepts payment. 

1. ONLINE PAYMENT PARTNER

We may use a third-party payment provider (Payment Provider) to collect payments, currently Stripe. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. Stripe’s terms of use shall apply to you: https://stripe.com/gb/legal/consumer. 

1. VAT

Unless otherwise indicated, amounts stated in a Booking are inclusive of all taxes, including VAT. In relation to any VAT payable for a taxable supply by Stoked Surf Adventures, the Client must pay the VAT subject to Stoked Surf Adventures providing a tax invoice.

1. OTHER TAXES
   1. Local travel, resort fees and airport taxes and charges may apply in various overseas countries. 
   2. Unless specifically included in a Booking, these taxes are not included as part of the Fees. 
   3. Taxes and duties can change without notice to you and may need to be paid in local currency at the time of departure or arrival.
2. CLIENT OBLIGATIONS
   1. TRAVEL INFORMATION
      1. Prior to making a booking with us, we strongly encourage you to contact the Foreign, Commonwealth & Development Office (FCDO) or visit their website to obtain information and advice about the destination you intend to travel to and make an assessment of the suitability of such a destination. 
      2. You must tell us on or prior to booking, if you have any special travel requirements, such as dietary preferences or seating requests. 
   2. PASSPORT AND VISA
      1. You must have a valid passport, and if applicable, a valid visa, or other travel permit, for international travel. 
      2. You acknowledge and agree that:
         1. it is solely your responsibility to ensure that you have a passport and/or visa that complies with any entry and exit requirements of the countries you intend to travel to;
         2. you will advise us at the time of booking, if you do not have a valid passport, visa or other travel permit for the destination you intend to travel to;
         3. any information we provide to you regarding passport and/or visa requirements are of general nature only and should not be relied upon you as professional advice; and
         4. Stoked Surf Adventures will not be liable to you for any losses whatsoever that you incur in connection with any issues with your passport and/or visa, including but not limited to fines, penalties, ticket cancellations or denied entry into a country.
   3. INSURANCE
      1. You acknowledge that travel insurance is a mandatory element of some travel arrangements.
      2. It is solely your responsibility to obtain any insurance that will cover your travels. 
      3. We strongly encourage you to take out adequate travel insurance to cover you for any cancellations, medical and repatriation expenses, personal injury and accident, death and loss of personal baggage and money and personal liability, at the time of booking. 
   4. HEALTH
      1. You acknowledge and agree that:
         1. it is entirely your responsibility to meet any health requirements and recommendations associated with your travel destination; 
         2. you might be denied entry to some countries if you do not present certain health-related documentation (such as proof of vaccinations).
      2. Prior to booking travel to an overseas destination, we strongly encourage you to consult the FCDO’s website for health-related information and see your general practitioner for any required vaccinations and other recommended health treatments. 
   5. TRAVEL DOCUMENTS
      1. Travel documents are issued by Travel Service Providers or Stoked Surf Adventures to confirm your travel arrangements with Travel Service Providers and entitle you to the service Travel Service Provider contracted to provide to you. Such documents include but are not limited to the following: airline, coach or ship tickets, accommodation vouchers, tour vouchers or any other document (whether in electronic form or otherwise) (Travel Documents). 
      2. Travel Documents are subject to the Travel Service Providers T&Cs, such as change or cancellation fees and non-refund policies. It is your responsibility to check the terms and conditions applicable to your Travel Documents. 
      3. You acknowledge and agree that:
         1. Travel Documents must be issued in the name of the passport or other identity documentation holder; 
         2. Travel Documents cannot be transferred to another person for use; 
         3. you must provide correct name and other Travel Document information (as requested by us or a Travel Service Provider) at the time of booking, as otherwise you may be unable to use your Travel Document or your Booking might be cancelled; and
         4. you must review your Travel Documents upon receipt and notify us immediately, if you discover any errors in the destinations, names, dates or timing.
3. PRICING
   1. The price of a service is as quoted to you by us in writing at the time of Booking, subject to this clause 8.
   2. You acknowledge and agree that:
      1. the prices are set by Travel Service Providers and subject to availability, and changes based on factors such as currency fluctuations, fuel price variations, tax and price increases;
      2. we may vary or withdraw a price at any time without prior notice to you; 
      3. prices quoted are based on the information which you submit to us, and we may vary the prices, if that information is incorrect; and
      4. subject to clause , the Fees we quote to you is only guaranteed once you have paid your deposit and confirm your Booking and the price in writing. 
   3. Until the Fees have been paid in full, Fees are subject to change due to unforeseen or uncontrollable causes, such as tax and price increases which are passed on from the Travel Service Provider and we may increase the Fees after the Booking has been made, and you agree to pay such additional Fees, provided they are arising from:
      1. the price of the carriage of passengers resulting from the cost of fuel or other power sources;
      2. the level of taxes or fees on the travel services included in the contract imposed by third parties not directly involved in the performance of the package, including tourist taxes, landing taxes or embarkation or disembarkation fees at ports and airports; or
      3. the exchange rates relevant to the Booking. 
   4. If a decrease in the cost occurs in respect of the reasons cited in clause 8(c) the Client shall be entitled to a reduction of the Fees to the extent the cost has been reduced. 
   5. In the event that we discover an error or inaccuracy in the price at which your order was purchased, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment. 
4. CHANGES AND CANCELLATION
   1. changes & cancellation by you
      1. If you wish to change or cancel your Booking, you acknowledge and agree that:
         1. many Travel Service Providers do not offer refunds and you must review the Travel Service Providers T&Cs before requesting any Changes or Cancellations; and
         2. you must request any changes or cancellations through us directly, and not through a Travel Service Provider.
      2. Subject to your refund and remedy rights under the Package Travel Regulations, you must pay Stoked Surf Adventures any additional fees for changes requested by you to an accepted Booking, including any changes of names, dates, or destinations (Changes) or for cancellations of any services in a Booking (Cancellations). 
      3. Stoked Surf Adventures does not guarantee that you will be entitled to a refund (from either Stoked Surf Adventures or a Travel Service Provider) of any of the Fees paid if you request Changes or Cancellation of your Booking.
      4. You acknowledge and agree that Travel Service Providers may impose fees in relation to any Changes or Cancellations and agree that you are responsible for paying such fees.
   2. changes or cancellation by us or a travel service provider
      1. Occasionally a Travel Service Provider may have to make changes to your original Booking. We do not accept any liability or costs incurred that may result from these changes, other than in accordance with the Package Travel Regulations. Most of these changes will be minor and we will advise you of them at the earliest possible date.
      2. In certain circumstances we or a Travel Service Provider may be required to cancel your travel arrangements (for example, if the minimum number of travellers required for a tour or excursion is not reached or for reasons of force majeure, pandemic or epidemic illness or if you fail to pay the final balance by the due date). If we cancel in these circumstances (except where you have failed to pay the final balance) you can either have a refund of all money paid or, if available, accept an offer of alternative travel arrangements of comparable standard (we will refund any price difference if the alternative is of a lower value). If we cancel because you fail to pay the final balance by the due date then our standard cancellation fees shall apply.
      3. Except as otherwise required by the Package Travel Regulations, where you seek a refund for a cancelled Booking for which payment has been made to the Travel Service Provider, we will not provide a refund to you until we receive the funds from that Travel Service Provider. 
      4. Where agreed with you, refunds may be in the form of a “Refundable Credit Note”. Refundable Credit Notes are valid for 12 months from the date of issue. 
5. data protection and PRIVACY
   1. DATA PROTECTION
      1. Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation. 
      2. During and after the delivery of the Services, the Client agrees that Stoked Surf Adventures will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
         1. Stoked Surf Adventures providing Services in fulfilment of a Booking;
         2. Stoked Surf Adventures and/or our independent contractors and third party suppliers may use the contact details the Client and the Client’s representatives to send marketing materials or other publications.; 
         3. Stoked Surf Adventures may process personal data concerning its other clients and contacts in other ways for its own business purposes;
         4. Stoked Surf Adventures may process and transfer personal data as necessary to effect a re-organisation of its business; and 
         5. Stoked Surf Adventures may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services. 
      3. During and after the delivery of Services, there may be limited occasions where Stoked Surf Adventures may process on the Client’s behalf as a processor any personal data the Client have provided to Stoked Surf Adventures. Stoked Surf Adventures will advise the Client in writing where Stoked Surf Adventures believes Stoked Surf Adventures may act as a processor and any such processing shall be in accordance with, and subject to, the Client’s instructions. 
      4. Before performing the processing, Stoked Surf Adventures shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Stoked Surf Adventures will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to Stoked Surf Adventures against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Stoked Surf Adventures subcontract any processing (for example, in the case of external storage of data). 
      5. The Client’s instructions are taken to include the use by Stoked Surf Adventures, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing. 
      6. By accepting this agreement the Client gives positive consent for Stoked Surf Adventures to obtain, store and process information about the Client as described in the preceding paragraphs. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Stoked Surf Adventures with personal data. It is also a term of this agreement that any personal data supplied by Stoked Surf Adventures to the Client about employees/independent contractors of Stoked Surf Adventures and/or any third parties may only be used for the express purposes for which that information is provided to the Client.
      7. Each party shall comply with the terms of the Data Protection Legislation.
   2. THIRD PARTY DATA
      1. The Client warrants, in relation to the personal information and all other data that it provides to Stoked Surf Adventures in connection with this agreement (Third Party Data), that:
         1. the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
         2. the Client is not breaching any Law by providing Stoked Surf Adventures with Third Party Data;
         3. Stoked Surf Adventures will not breach any Law by performing the Services in relation to any Third Party Data;
         4. there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Client has notified Stoked Surf Adventures of this, and Stoked Surf Adventures has agreed to perform the Services in respect of that data (being under no obligation to do so); and
         5. Stoked Surf Adventures will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
      2. The Client agrees at all times to indemnify and hold harmless Stoked Surf Adventures and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 9.2(a).
   3. privacy
      1. As part of your Booking information you will need to provide us with personal information such as name, email address, telephone number, passport number and other identifying information. We may also need to collect special category information that you provide such as health and medical information, details of any disabilities, or religion.
      2. The information we collect from you will be stored, used and disclosed in accordance with our Privacy Policy, which may be found on our website. You agree to be bound by the terms of our Privacy Policy.
6. WARRANTIES
   1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement or a Booking are excluded. 
   2. Nothing in this agreement is intended to limit the operation of the Package Travel Regulations.
7. LIMITATION OF LIABILITY
   1. Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
   2. (Limitation of liability) Subject to clause 11(f) and to the maximum extent permitted by applicable law, the maximum aggregate liability of Stoked Surf Adventures to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to the total Fees paid to Stoked Surf Adventures by the Client as at the date of the first event giving rise to the relevant liability. 
   3. (Indemnity) The Client agrees at all times to indemnify and hold harmless Stoked Surf Adventures and its officers, employees, agents and contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’:
      1. breach of any term of this agreement; or
      2. negligent, fraudulent or criminal act or omission.
   4. (Consequential loss) Stoked Surf Adventures will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Stoked Surf Adventures, except to the extent this liability cannot be excluded under consumer law or any other applicable law.
   5. (Unfair contract terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
   6. (Package Travel arranged by us) In accordance with the Package Travel Regulations, if we have arranged a package for you and the travel arrangements are not performed with reasonable skill and care we will make good those arrangements or pay you appropriate compensation if this has affected the enjoyment of your trip. For the avoidance of doubt this does not apply to the Instant Bookings, which are packages not organised by us. Our liability in respect of packages arranged by us, except in cases involving death, injury or illness, is limited to a maximum of three times the cost of your package travel arrangement. This maximum amount will only be payable where everything has gone wrong and you have not received any benefit at all from your package travel arrangement. Any amounts you receive from travel service providers or travel insurance will be deducted from any sum paid to you as compensation by us.
8. FORCE MAJEURE
   1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
      1. reasonable details of the Force Majeure Event; and
      2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
   2. Subject to compliance with clause 1(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
   3. The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
   4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      2. strikes or other industrial action outside of the control of the Affected Party;
      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
9. NOTICES
   1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). For Stoked Surf Adventures, the email address for notice is [email protected]. The parties may update their Email Address by notice to the other party.
   2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
      2. when replied to by the other party,

whichever is earlier.

1. DISPUTE RESOLUTION
   1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
   2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
   3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.
   4. If the dispute is not resolved within a period of 28 days (or such other period as agreed by the parties in writing) after the date of the notice, then the parties will attempt to settle it by mediation in good faith in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (Model Procedure) and the mediation will start, unless otherwise agreed in writing between the parties, within 60 days of one party issuing a request to mediate to the other party. 
   5. Unless otherwise agreed in writing between the parties, the mediator will be nominated by CEDR.
   6. The mediation will take place in London and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive laws of England.
   7. If the dispute is not settled within 60 days of the commencement of the mediation or within such further period as the parties may agree in writing, any party to the dispute may take legal proceedings to resolve the dispute.
2. GENERAL
   1. GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

1. AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

1. third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

1. WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

1. SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

1. JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

1. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

1. COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

1. COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

1. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

1. INTERPRETATION
   1. (singular and plural) words in the singular includes the plural (and vice versa);
   2. (gender) words indicating a gender includes the corresponding words of any other gender;
   3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
   4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
   5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
   6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
   7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
   8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
   9. (includes) the word “includes” and similar words in any form is not a word of limitation; 
   10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
   11. (currency) a reference to £, or “pound”, is to British currency, unless otherwise agreed in writing.