Brightstar 20:20 UK Limited Terms & Conditions
This page tells you information about us and the legal terms and conditions (the “Terms”) on which you trade-in your mobile phone from any manufacturer (the “Products”) within the scope of the trade-in service provided by Brightstar 20:20 UK Limited (“Brightstar”) from its platform (the “Back-End Platform” or “Site”) that interfaces with Amazon’s front end website (the "Amazon Website") for the sole and limited purpose of processing the purchase and return of your Product. The trade-in service enables you to sell your used Product to Brightstar for a cash price equivalent to the value of your Product as determined by Brightstar dependant on its condition, which will be advised to you (as referred to in clause 9 below). Therefore, by entering the details of your used Product, accepting the Terms and sending the Product to Brightstar for evaluation, you will be effectively granting an irrevocable and confirmed instruction to Brightstar that you wish to sell your Product and to authorise Brightstar to remit the value to you (if any) by a bank transfer to your account.
Any reference in these Terms and Conditions to money, payment or any other form of remuneration from us in exchange for your Product, is to be understood as the purchase price which you may be entitled to.
These Terms will apply to any contract between Brightstar, which is a company registered in the UK under company number 08401611 and with registered office at Weston Road, Crewe, Cheshire, CW1 6BU, United Kingdom (referred to herein as "us", "our", "we" and "Brightstar") for the trade in of Products by you (the “Contract”). Please read these Terms carefully and make sure that you understand them, before trading-in any Products via the Site. Please note that before trading-in a Product or placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to trade-in any Products via the Site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 7. Every time you wish to trade-in Products, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms were most recently updated on 10th of April 2019.
These Terms, and any Contract between us, are only in the English language.
- 1. Information about us
o 1.1 We operate the Site and the trade-in service. Our VAT number is GB 824 2965 18. If you have any questions, you may be able to contact us at Brightstar 20:20 UK Limited, Weston Road, Crewe, Cheshire, CW1 6BU, by telephone on 03444122481 or by email at email@example.com.
o 1.2 Whilst the trade-in process includes the trade-in of Products either as a standalone service or in conjunction with the purchase by you of another product form Amazon, the trade-in service is provided by us as an independent third party in relation to Amazon. Amazon EU Sarl and its affiliates and subsidiaries (collectively "Amazon") are not party to the Contract between you and us and you shall have no right of action against Amazon for any breach of a Contract. Any purchase by you of Amazon products is exclusively regulated by separate terms and conditions between you and Amazon.
o 1.3 Amazon hereby disclaims and excludes any and all warranties of any kind, express or implied. By using the trade-in service, you hereby release Amazon and its respective directors, employees and agents from any disputes, claims, demands, and/or damages (actual or consequential) of every kind, whether known or unknown, arising out of, or relating to, your use of our trade-in services, including, without limitation, incomplete or completed transactions and any claims or disputes between you and Brightstar.
- 2. The Site
o 2.1 We may update the Site from time to time, and may change the content at any time. However, please note that any of the content on the Site may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that the Site, or any content on it, will be free from errors or omissions and we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or up-to-date.
o 2.2 The Site is made available free of charge. We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Site without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.
o 2.3 You are responsible for making all arrangements necessary for you to have access to the Site.
o 2.4 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
o 2.5 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
o 2.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site.
o 2.7 We do not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Site. You should use your own virus protection software.
o 2.8 You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence. Where a criminal offence has been committed we will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities and may disclose your identity to them. In the event of such a breach, your right to use the Site will cease immediately.
o 2.9 Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
- 3. How we use your personal information
- Please remove your data from the Product
o 3.2 It is your responsibility to:
a. Remove your sim card (the "SIM") and any memory card before sending your Product to us. The SIM and memory card can contain private information and may enable unauthorised use of your network airtime or your personal information. If you fail to remove the SIM or memory card, you agree to release us from all claims, losses or damages with respect to the use of the SIM or memory card arising before, or after receipt of your Product.
b. Delete and remove all personal files and data, whether in the form of personal details, SMS, photos, games, songs or other data (the "Data") from the Product and reset your Product to factory settings to wipe the data by always following the manufacturers guidelines:
a. for Apple devices - Please refer to Apple’s guidance on deletion of Data, storing Data to iCloud or other backup, and resetting your Product to factory settings. Switch off “Find My iPhone” or equivalent additionally on your Product.
b. for all other manufactures – strictly follow their guidance on deletion of Data, storing Data to the cloud or other backup, and resetting your Product to factory settings.
c. Brightstar does not warrant or guarantee that resetting the Product to factory settings will permanently delete any Data or personal information from the Product. Brightstar shall have no obligations in respect of wiping or removing the Data. Brightstar accepts no responsibility for failure to maintain the integrity or confidentiality of any Data in the device.
c. Notwithstanding clause 3.6 below, if Brightstar receives your Product with Data still left on it Brightstar will reject the Product and cancel the Contract. Please ensure you remove all Data and reset the Product to factory settings before handing or sending it to Brightstar.
d. Please remove any security locks and disable “find my Phone” functions before sending your Product to Brightstar, if these are in place this will disable access to the Product and its value will be zero.
o 3.3 By sending your Product to us, you agree to release us from all claims, losses or damages with respect to the SIM, Data or Product. We accept no responsibility in relation to the security, protection, confidentiality or use of such Data or the SIM. You acknowledge that once we have Purchased the Product from you we may resell the Product to a third party, and we have no control over what the third party does with the Product or who they may resell the Product to. It is therefore vital that you follow the requirements set out in this clause 3 with regards removing your data and Content from the Product.
o 3.4 Please back up any data or other information and content you want to keep from the Product on a secure cloud based system or other data storage device (in accordance with the manufacturer’s recommended procedure) before sending the Product to Brightstar. It will not be possible for you to obtain any Data or other content from the Product, whether stored on the Product or memory card, once it has been sent in to us.
o 3.5 You agree that you have the sole responsibility to keep a separate backup copy of any Data before sending your Product to us; and that you have taken all reasonable steps to eliminate and delete Data that is deemed personal or confidential from the Product. Data recovery is not a part of the trade-in service and we and Amazon accept no responsibility or liability for any lost Data.
o 3.6 Where a Product is received by Brightstar which, when the Product is turned on, appears not to have been reset to factory settings and Data is immediately obvious from the screen, then Brightstar shall return the device to You. In any event, You agree to release Brightstar from all claims, losses or damages with respect to the use by any third party (to whom Brightstar may sell the Product or any ultimate owners) of data, memory card or sim card due to customer failing to permanently erase the data from the device.
- 4. If you are a Consumer
This clause 4 only applies if you are a Consumer.
o 4.1 For the purposes of these Terms, "Consumer" means an individual who is acting for purposes which are outside his or her business, as defined by applicable legislation. Subject to clause 6, if you are a Consumer, by trading-in Products via the Site you warrant that:
a. You are at least 18 years old or, if you are under 18 years of age, that you have obtained your parent’s or guardian’s consent to sell your Products to us for the sum indicated via the Site;
b. You are the sole owner of the Product or have been authorised by the owner of the Product to make decisions on the Product and to trade it in and sell it and there are no liens, encumbrances or security interests in or attached to the Product and that no other party has a legal interest in it;
c. The Product is not counterfeit, stolen or fraudulent;
d. In using the Site and trading-in the Product, you are not infringing any intellectual property right of a third party;
e. You are resident in the United Kingdom and that you are accessing the Site from that territory; and
f. You are legally capable of entering into a binding contract with us;
o 4.2 If you are a Consumer then these terms and conditions shall not affect any statutory rights you may have as a consumer.
- 5. If you are a business customer
This clause 5 only applies if you are a business customer.
o 5.1 Subject to clause 6, if you are not a Consumer, by trading-in Products via the Site, you warrant that:
a. you are based in the United Kingdom and that you are accessing the Site from that territory;
b. you are the sole owner of the Product or have been authorised by the owner of the Product to make decisions on the Product and to trade it in and there are no liens, encumbrances or security interests in or attached to the Product and that no other party has a legal interest in it;
c. the Product is not counterfeit, stolen or fraudulent;
d. in using the Site and trading-in the Product, you are not infringing any intellectual property right of a third party; and
e. you have authority to bind any business customer on whose behalf you use the Site to trade-in Product
o 5.2 These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
o 5.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
o 5.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- 6. Excluded customers
Product dealers, stockists, or specialist retailers, resellers or distributors of Products are excluded from the offers on this Site unless a specific exception has been agreed in writing by a director of Brightstar.
- 7. Our right to vary these Terms
o 7.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
o 7.2 Every time you trade-in Products via this Site, the Terms in force at the time of your trade-in will apply to the Contract between you and us.
o 7.3 We may revise these Terms as they apply to your order from time to time to reflect the following circumstances:
a. changes in relevant laws and regulatory requirements; and/or
b. a change in our business practice.
o 7.4 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel in respect of all of the affected Products. If you opt to cancel, you will have to return any monies (or other consideration) you have already received.
- 8. Product trade-in process
o 8.1. The Site will guide you through the steps you need to take to trade-in Products with us. Our trade-in process allows you to check and amend any errors before submitting your sale order to us.
- 9. Valuing your Product
o 9.1 You warrant that you will accurately describe the condition of your Products so that we are able to provide an initial quotation before we are in receipt of, and able to, inspect the Product (the "Original Quotation"). A Product will qualify for purchase by Brightstar if it is in “Full Working Condition”.
o 9.2 For a Product to be in Full Working Condition it must satisfy the following criteria:
a. The Product must be complete with no missing, damaged, or cracked parts (e.g. a stylus for touch screen phones should be included if the phone was originally supplied with one);
b. The Product should be fully functional. It should power up, and should be free from PIN locks. It should make and receive a call. All functionality must work (e.g. Bluetooth, Camera, Wireless). All control buttons (e.g. on/off, volume, navigation) and all the buttons on the keypad must work. All connection sockets should work, all microphones and speakers should work, and the IMEI label should be intact;
c. The display should be clear and fully intact. There should be no fading, no pixels missing, no cracks and no bleeding on the screen. Touch-screens should be free from major scratching;
d. The Product must be free from liquid damage (and signs of liquid damage as signified by the manufacturer’s liquid damage indicators); and
e. If the Product has a flip or slider mechanism, it should open and close properly.
o 9.3. There may be limited instances where Brightstar may choose to purchase a Product that is not in Full Working Condition. In cases where Brightstar chooses not to buy a Product that is not in Full Working Condition, the Product will be rejected by us directly at the Site when you will try to present if for sale to us. However, if the Product is successfully processed at the Site, it will deemed to have been purchased by Brightstar subject to the Terms contained herein.
o 9.4 Brightstar does not accept any Products that have an activation lock via a Samsung account, iCloud account or similar accounts.
o 9.5 If you are in any doubt as to the condition of a Product, you are advised to contact us first before sending in your Product.
o 9.6 We accept accessories such as chargers and headsets but these do not increase the value of your Product.
o 9.7 Upon receipt of your Product, we will carry out an Inspection (as defined in clause 11.1). Any incorrect or inaccurate Product descriptions may result in us re-evaluating our Original Quotation to produce a Revised Quotation (as defined in clause 11.3).
o 9.8 You must ensure that we are in receipt of the Products within 14 days of the date that we provide the Original Quotation. If we are not in receipt of a Product in such 14 day period, we reserve the right to offer you the lower of the: (i) Original Quotation; or (ii) current price on the Site presented through the Site or Amazon Website on the day the Products arrives with us, subject to the clause 10 and 11 below.
- 10. Lost, Blocked, Stolen and Fake Products and Pre-Pay Box Breaking
o 10.1 For the purposes of these Terms:
a. "Lost, Blocked or Stolen" Products are Products that have been reported as either lost, blocked or stolen as recorded in any of the stolen asset registers maintained by CheckMEND at http://www.checkmend.com/geo/index.php ; and
b. "Fake" Products are counterfeit Products which are manufactured to resemble products made by another company in breach of the intellectual property rights of the genuine manufacturer.
o 10.2 We will make no payments to customers for Products received which are Lost, Blocked, Stolen or Fake.
o 10.3 We reserve the right to inform the relevant authorities if there is any suspicion that there is a deliberate attempt to perpetrate a fraud. We reserve the right to reclaim any money paid to you if it is discovered within three (3) months of the return of that Product that the Product has either been reported as Lost, Blocked or Stolen or the Product is discovered to be a Fake.
o 10.4 Products which are Lost, Blocked, or Stolen will not be returned, unless we are required to return such Products in accordance with applicable legislation. Fake Products will only be returned if we consider (in our sole opinion) that they were remitted in good faith.
o 10.5 We reserve the right to refuse to pay for any Products which we believe are derived from Prepay Box Breaking. The definition of “Prepay Box Breaking” is where a businesses or individual purchases prepay phones from a retailer, network, dealer or wholesaler with the intention of reselling the phone and have no intention of using the phone and sim card together as was the original intention of mobile phone network whose sim card is provided with the phone.
- 11. Inspection and Revised Quotation
o 11.1 Once your Products have been received by us, we will inspect the Product to check that it is in Full Working Condition and see if it complies with the description that you provided to us originally (the "Inspection").
o 11.2 The Inspection will focus on, amongst other things, the model and condition of the Product. If the model is different and/or the condition is inferior to your original description, the Original Quotation will be adjusted in accordance with clause 12.2 below. Should our Inspection reveal that you have sent us a different model than the one that we provided an Original Quotation for, we will offer an amount for the different model based on the price displayed on the Site or through Amazon Website on the day that we are in receipt of the different model (subject to the condition of the Product) (the "Revised Quotation"). Note that Brightstar’s appraisal is solely our own commercial assessment of the sum that Brightstar is willing to offer you in exchange of the Product. Brightstar does not provide any guarantees of giving a correct or objective valuation or the highest valuation available on the market. Thus, there may be other actors on the market who may provide different valuations and offer sums different to those offered by Brightstar.
o 11.3 We will contact you via email or text to confirm the amount we will offer for such Product as adjusted, if necessary, by these Terms. You will have 14 days from the date that we have sent the email or text in which to accept the Revised Quotation provided that we cannot be held responsible for the non-delivery of emails because of spam email or junk filters. If you:
a. choose to decline the Revised Quotation within the 14-day period, you may ask us to return the Product to you. Please allow for up to 10 working days to receive your returned Products. If for any reason we cannot send you back your original Product then we will be obliged to make payment of the sum equal to the Original Quotation; or
b. do not reply within 14 days of us sending the email or text, we will pay you the Revised Quotation and you will deemed to have accepted such Revised Quotation as the full price payable to you for your Product.
o 11.4 Under no circumstances can Products be returned by us to you after the expiry of the 14-day period detailed in clause 11.3.
o 11.5 Additional accessories that have been sent in with your Product which have not been specifically requested by us cannot be returned to you.
- 12. How the Contract is formed between you and us
o 12.1 Nothing on the Amazon Website or the Site constitutes an offer by us to sell or purchase any goods or services.
o 12.2 Sending Products to us shall constitute an offer by you to sell such Products to us in return for the Original Quotation ("Your Offer"). However, please note that this does not mean that Your Offer has been accepted by Brightstar. Our acceptance of Your Offer will take place as described in clause 12.3.
o 12.3 No Contract will be formed until either:
a. we accept Your Offer, by paying to you a sum equal to the Original Quotation; or
b. you have accepted our Revised Quotation and we make a payment to you of a sum equal to the Revised Quotation.
within the time frame set out in clause 13.
- 13. Payments
o 13.1 The final purchase price payable by Brightstar for the sale of your used Product to us will be determined after we complete the Inspection of your Product, subject to these Terms.
o 13.2 All quotations and payments include VAT (as applicable).
o 13.3 We will make the payment of either the Original Quotation or Revised Quotation (as the case may be) to you by transmitting such amount to your Bank details you (which will include anyone authorised by you) have provided to Brightstar. Please ensure the Bank details you provide to Brightstar are correct. Once Brightstar has transmitted the funds to the bank details you have provided you acknowledge Brightstar has fulfilled its obligations to make payment. Brightstar is under no obligation to verify the bank details with you.
- 14. Title and Risk in Products
o 14.1 Title in the Product(s) shall pass to us on your acceptance of the final purchase price of such Product(s) at which point you disclaim any further right, title or interest in and to the Product or any items contained therein.
o 14.2 Subject to clause 14.3, risk in the Product(s) shall pass to us once the Product is received by us via the mail/courier service that you use to send the Product to us.
o 14.3 Whilst the Products are in transit from you to us the following shall apply:
a. for each Product that you send to us you shall ensure that: (i) it is packaged so that it is physically protected; and (ii) you obtain and provide to us on request a tracking number for the package;
b. subject to clause 14.3(c), our total liability to you in respect of all losses arising in connection with the loss or damage to a Product or Products whilst within the domain of Brightstar, shall in no circumstances exceed one-hundred Euros (€100) per package (irrespective of how many Products there are in a package); and
c. we shall not be liable to you for any loss arising in connection with the loss or damage to a Product or Products whilst in transit or otherwise within the domain of Brightstar, should you fail to comply with the provisions of these Terms.
o 14.4 You are permitted to send your Product to us in your own packaging (subject to the requirements of clause 14.3 above) and you will be provided with a free address label.
- 15. Our liability if you are a business customer
This clause 15 only applies if you are a business customer.
o 15.1 Nothing in these Terms limits or excludes our liability for:
a. death or personal injury caused by our negligence;
b. fraud or fraudulent misrepresentation; or
c. any other liability which cannot be excluded by law.
o 15.2 Subject to clause 15.1, Brightstar and any of their group companies and their officers, directors, employees, shareholders or agents of any of them (collectively, the "Brightstar Parties") will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
a. any loss of profits, sales, business or revenue;
b. loss or corruption of data, information or software;
c. loss of business opportunity;
d. loss of anticipated savings;
e. loss of goodwill; or
f. any indirect or consequential loss.
o 15.3 Subject to clauses 14.3(b) and 15.1, the Brightstar Parties’ total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price we paid for the relevant Product(s).
o 15.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Site. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
- 16. Our liability if you are a Consumer
This clause 16 only applies if you are a Consumer.
o 16.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Contract.
o 16.2 We do not in any way exclude or limit our liability for:
a. death or personal injury caused by our negligence;
b. fraud or fraudulent misrepresentation; or
c. any other liability which cannot be excluded or limited by law.
o 16.3 Subject to clause 16.1 and 16.2, the Brightstar Parties have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- 17. Indemnity
The trade-in service is provided for lawful purposes only, and you agree to indemnify the Brightstar Parties from and against any claims brought against any of them arising from performing its obligations under a Contract on your behalf or for any breach of these Terms by you.
- 18. Events outside our control
o 18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control (as such phrase is defined in clause 18.2).
o 18.2 An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
o 18.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
a. we will contact you as soon as reasonably possible to notify you; and
b. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
o 18.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return any monies you have already received and we will return any Products relating to such monies.
- 19. Communications between us
o 19.1 When we refer, in these Terms, to "in writing", this will include e-mail.
o 19.2 If you are a Consumer you may contact our customer service team at Email: firstname.lastname@example.org Tel. 0344 412 2481. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
o 19.3 If you are a business customer you may contact our customer service team at Email: email@example.com Tel. 0344 412 2481. If you wish to give us formal notice of any matter in accordance with these Terms, please contact us as follows:
a. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid post or other next working day delivery service or e-mail.
b. 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.
o 19.4 The provisions of this clause 19 shall not apply to the service of any proceedings or other documents in any legal action.
- 20. Intellectual property rights
o 20.1 We are the owner or the licensee of all intellectual property rights in the Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
o 20.2 You may print off one copy, and may download extracts, of any page(s) from the Site for your personal use and you may draw the attention of others within your organisation to content posted on the Site.
o 20.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
o 20.4 Our status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged.
o 20.5 You must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.
o 20.6 If you print off, copy or download any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
- 21. Other important terms
o 21.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights under these Terms.
o 21.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
o 21.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
o 21.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
o 21.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
o 21.6 Applicable law and jurisdiction:
a. a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the substantive law of England and Wales; and
b. we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).