Smart Local Media Ltd
Marketing Products Terms and Conditions
1. Definitions and Interpretation
1.1. Definitions:
“Interaction” means a click, view or E-mail made by a an individual to any product purchased
“Contract” means the contract, of which the Order Form forms part, to which these Terms and
Conditions apply;
“Customer” means the person or company identified as such on the Order Form.
“Customer Content” means the Customer’s content created or supplied by the Customer for use in
any media purchased.
“Order Form” means the paper or online order form which forms part of the Contract or, where there
is none, the sales receipt;
“Deposit” means the deposit paid for the Marketing Products as set out in the Order Form, including
any additional top-up payments;
“E-mail” means an E-mail sent to the Customer as a result of a completed online contact form on
Smart’s website
“Lead” means any of the following: Call, Click, View, E-mail;
“Fees” means the set up fees and any service provision fees (including interest) for any media
purchased.
“Linked Content” means the content of any website linked to by the Customer Links
“Terms” means these terms and conditions;
“Third Party Provider” means any third party service provider (including but without limitation search
engines or telephone directory services) on whose search results the Marketing Products will appear;
“Smart” means Smart Local Media Ltd;
“Marketing Product” means any product or service undertaken by Smart in accordance with the
completed Order Forms.
“Maps” means the Search Engine Maps indicated on the Order Form
“Directories” means Third Party online Directories
“Social Media” means social networking sites ie Facebook, Twitter
“Terms” means these ‘Terms and Conditions’
1.2. These Terms govern each agreement entered into between the Customer and Smart relating to
the supply of any marketing package, this applies whether or not the Order Form or any other
document to which the Customer agrees makes reference to these terms.
2. Marketing Products & Services
- Based upon the package purchased the following product specific terms and conditions
apply
2.1. Smart shall develop the Website in accordance with the Customer Content, which shall include
(as appropriate): business address (including postcode), business telephone number, link to receive
enquiry emails, Facebook and Twitter link (as appropriate), business specific keywords, business
description and images. The Customer shall provide the Customer Content to Smart either at the time
of the order or within 2 weeks from the date on the Order Form (unless otherwise agreed in writing)
and in such format as Smart reasonably requires. If Smart does not receive the Customer Content
within the 2 weeks allowed, then Smart will complete the Marketing Products using basic business
details and reserves the right to make an additional charge, in accordance with its current rates, for
the time spent developing the Customer Content. By completing the Order Form the Customer agrees
to be bound by the terms of the Contract. No conditions other than those set out here and in the Order
Form shall be binding on Smart unless: (i) specifically agreed to in writing by Smart and (ii) signed by
or on behalf of the Customer and a director of Smart. Save in respect of any such exception, in case
of any inconsistency between the Order Form and these Terms, these Terms will prevail.
2.2. Smart aims to complete the Website within six weeks of receiving the Customer Content (where
applicable, depending upon the services purchased).
2.3. Smart reserves the right at its discretion to submit the Website, or the relevant part thereof, to
one or more Third Party Providers, and if it does so, the Customer agrees that Smart has no control
over these search engines and as such cannot guarantee that the submission will be accepted or at
what position in the search results the Marketing Products will appear. 2.4. Except as otherwise expressly provided in the Order Form, positioning of the Website is at the
sole discretion of Smart or the Third Party Provider.
2.5. Unless stated on the Order Form, Smart cannot guarantee any Interactions of a Website, or
timescales for delivery with any such performance based service.
2.6. Smart and any Third Party Provider shall be responsible for the hosting, operation and
maintenance of the Website and, although it shall use its reasonable endeavours to keep the Website
available on the Internet, Smart gives no guarantee as to continuing service availability.
2.7. Unless otherwise agreed in writing, any property or material supplied by or on behalf of the
Customer in order for Smart to create the Website will not be returned to the Customer.
2.8. Smart may telephone the Customer from time to time and, as with incoming calls to Smart, the
Customer accepts that all such calls may be recorded for internal purposes, including monitoring and
training.
2.9. The Customer accepts that Smart cannot ensure that the Website is in all respects visible in all
browsers and versions of these browsers. Smart shall use its reasonable endeavours to ensure that
the Website is visible in the most commonly used version of Internet Explorer.
2.10. The Customer accepts that any Website purchased is subject to editorial review by Smart and
any Third Party Provider. Notwithstanding this, Smart will use reasonable endeavours to fulfil the
Customer’s requests.
2.11. Information concerning the Customer contained on the Website will be derived from information
provided by the Customer and it is therefore the Customer’s responsibility to ensure that the
information is accurate by checking the Website. The Customer acknowledges and agrees that the
information it has submitted to Smart shall at all times be accurate, complete and up to date. Smart
shall incur no liability for any errors in that information, except those which were introduced by Smart
and could not reasonably be checked by the Customer. Smart reserves the right to edit the content
provided by the Customer in order to improve delivery. If Smart finds any evidence indicating that the
Customer has provided false information in its Website, it reserves the right to cancel the Contract
without notice.
2.12. The customer acknowledges and accepts that their services and or products may be reviewed
either favourably or unfavourably by third party consumers.
Business Video
2.13. Subject to feasibility, and payment of the appropriate fees and charges customers shall be
entitled to commission either of two types of Business Video – a Custom Video (60 seconds long) or a
Photo Video (30 seconds long) (“the Business Video”). Smart shall develop the Business Video in
conjunction with a third party production partner (“Video Production Partner” – “VPP”). The VPP will
retain creative and editorial control over the Business Video. However, it is the Customer’s
responsibility to provide all information or materials required for production, on time and in the correct
format. A failure to do so will be deemed to be the grant of any reasonably necessary discretion by
the Customer so as to enable the Business Video to be completed by VPP. Smart will accept no
liability for, and the Customer will grant Smart an indemnity in respect of, any losses arising out of any
such failure.
2.14. Following completion, the draft Business Video will be emailed by the VPP to the Customer.
There will then be a five working day review period during which the Customer may request
reasonable one-off minor amendments to the Business Video free of charge. Any changes requested
thereafter will be subject to additional charges.
2.15. The final Business Video may contain a Smart watermark and feature the Smart logo at the
beginning and end. Smart also reserves the right to include a short (no longer than 5 seconds)
advertisement pre and post rolling of the Business Video. Smart may host and stream the Business
Video on its own website and, at its absolute discretion, may licence the same to be displayed on the
website of any other third party provider with which Smart has dealings. This Business Video will also
be added to a Website created by Smart.
2.16. Any Business Videos and all copyright and related intellectual property rights therein (except
any underlying copyright or other intellectual property rights, which will have been licensed to Smart
will remain the exclusive property of Smart. Customers are free to use the Business Videos wherever
they wish during the term of the Contract provided that the Business Videos remain in their originally
produced format. They may not be re-edited and the Smart logo credits may not be removed.
Customers have the right to promote their Business Video link (URL) on any marketing materials and,
subject to the foregoing, may also display, publish or disseminate the Business Video in any way they
see fit. 2.17. Where the Customer grants any licence relating to the Business Video to a third party, it shall be
upon the same terms as Smart’s licence to the Customer and shall, in particular (but without
limitation) include provisions that the Business Video shall only be used if the Smart logo credits are
included.
2.18. All Business Videos are subject to an annual hosting fee. The hosting fee for the first 12 months
is included within the charges for the production of the Business Video.
2.19. Upon expiry or termination of the Customer’s Contract with Smart, any links to the Business
Video under the control of Smart will be disabled; the Customer is required to disable any links to the
Business Video within its power or control; and any rights relating to the Business Video granted by
Smart will be withdrawn. In such circumstances, Customers may purchase a licence to use the
Business Videos on third party websites for a one off cost, providing that the Business Videos remain
in their originally produced format. Under no circumstances may the Business Video be re-edited or
the Smart logo credits removed.
Maps
2.20. Smart endeavours to register and produce/edit Maps as indicated on the order form. These will
be produced using the information and materials provided by the client. Smart makes no guarantees
to where these maps will appear in rankings on Third Party websites. These will only be produced
using the address provided by the client and therefore the client accepts all liability in terms of
ensuring the correct information is provided.
If a Third Party removes the account for any reason Smart holds no liability and the client agrees that
no remuneration will be appropriate for this loss of service.
Directories
2.21. Smart will ensure that the customers details provided on the order form are present on key
online Directories where the Third Party site allows us to do so. The nature of online Marketing means
that the list of Directories used may change and Smart retains the right to change this list as it feels
appropriate and without notice.
Social Media
2.22. Smart will as indicated in the Order Forms set up and produce/edit Profiles on the relevant
Social Media websites. These will be produced with the information and material provided by the
customer and so the customer takes responsibility of ensuring the content provided is suitable, just
and honest. Smart takes no responsibility for any action by a Third Party site that results in any
changes, omissions or removal of the profile and the customer will not seek remuneration for any loss
of service. After completion of the profiles Smart takes no liability for any third party comments,
content, reactions made on the profile. Smart is simply providing a platform for the client to use Social
Media and therefore is not responsible for the direction in which the client uses the Profile.
3. Payment of the Fees
Payment Terms (all products other than Pay-as you-go- products)
3.1. Where the Fees set out on the Order Form include those expressed to be initial set up fees, the
Customer shall pay that element of the Fees on entering into the Contract. Where the Fees set out on
the Order Form include those expressed to be monthly set up or service provision fees, the Customer
shall pay those elements of the Fees monthly in advance by direct debit unless otherwise specifically
agreed by Smart. In the event that, for whatever reason, Smart do not obtain any of the agreed
instalments by direct debit from the Customer when due as herein provided (time being of the
essence) Smart can without notice or demand, declare the entire amount due under the terms
of the Contract as payable immediately. The Customer hereby agrees and expressly
authorises Smart to charge the Customer’s credit/debit card with the full amount owed without
further recourse to the Customer and where any attempt by Smart to obtain Fees fails for
whatever reason, the Customer will incur an administration charge of £50 which shall be
payable immediately and in addition to the full amount outstanding.
3.2. All payments made shall include value added tax at the prevailing rate.
3.3. Smart reserves the right to increase its service provision fees, on certain market controlled
services only, at any time, subject to 30 days notice of such an increase sent electronically to any
email address that Smart have for the Customer or by post to the Customer’s registered postal
address.
3.4. The Customer shall pay all amounts due to Smart in full without any deduction or withholding and
shall not assert any credit or set-off or counterclaim against Smart in order to justify the withholding of the whole or part of any such amount. If any Fees become overdue for payment Smart may claim
interest, (both before and after judgment) at a daily rate of 4% above the Barclays Bank base rate on
any outstanding amount until all Fees are received, together with the costs of recovering payment,
including any incurred by a debt recovery agent.
3.5. The Customer shall not be entitled to withhold payment, in full or in part for any bookings of
Marketing Services accepted by Smart, by reason of the fact that Smart is prevented from publishing
(or continuing to publish) such Marketing Products in whole or in part by any court of competent
jurisdiction or does not publish or ceases to publish such Marketing Products in consequence of any
actual or threatened legal proceedings or by order or request of any regulatory body or generally
recognised industry or internet watchdog organisation or for any other valid reason. The Customer
shall immediately on demand reimburse Smart with any costs incurred by Smart in connection with
such legal or other proceedings.
4. Term, Renewals and Termination
4.1 Subject to the rest of Clause 4, the term of the Contract will be as set out in the Order Form.
4.2. Smart Marketing Products are, where appropriate, subject to a minimum contract period which is
based on the specific product chosen and is for a length of 12 months.
4.3 This contract is, where appropriate, subject to automatic renewal for the same minimum contract
period as set out in the Order Form and the Contract will continue until cancelled in accordance with
the terms set out herein or otherwise terminated. If the Customer wishes to terminate the contract at
the end of the initial minimum contract period, it shall provide Smart with a minimum of 30 days
written notice of the same.
4.4. Where Smart agrees in the Order Form to deliver a minimum number of Interactions, then if
Smart delivers 150% or more of its target before the expiry of the initial term of the Contract, Smart
shall notify the Customer and offer to renew the Contract for a period equal to the initial minimum
contract period running from the day after 150% of Target was reached. The target shall remain
unaltered (unless both parties agree new terms) and the provisions set out in the Order Form shall be
confirmed in an updated order form setting out the appropriate dates and other information. If, within
14 days of notification, the Customer elects not to renew its contract with Smart, the Contract shall be
terminated, Smart shall be deemed to have fulfilled its obligations under the Contract and the
Customer shall have no accrued rights in that regard. If the Customer accepts the new terms, or fails
to respond within 14 days, the Customer will be deemed to have accepted the new terms as set out in
the updated order form and a new contract between Smart and the Customer will have been formed.
4.5. Either Smart or the Customer may terminate the Contract with immediate effect by giving notice
to the other party if that other party is in breach of any of its obligations under this Contract and if,
other than when the breach is a failure to pay Fees, where it is capable of remedy, the breach has
continued unremedied for a period of seven days after the other party has given written notice to the
defaulting party, specifying the breach and the steps required to remedy it. Without prejudice to 3.1
above in the event of any unremedied breach by the Customer Smart can without notice or
demand, declare the entire amount due under the terms of the Contract as payable
immediately. The Customer hereby agrees and expressly authorises Smart to charge the
Customer’s credit/debit card with the full amount owed without further recourse to the
Customer and where any attempt by Smart to obtain Fees fails for whatever reason, the
Customer will incur an administration charge of £50 which shall be payable immediately and in
addition to the full amount outstanding.
4.7. The termination of the Contract (for any reason) shall; (i) be without prejudice to any other rights
or remedies which Smart may be entitled to under the Contract or at law; (ii) not affect any accrued
rights or liabilities which Smart may then have; and (iii) not affect the coming into or continuance in
force of any provision of the Contract which is expressly or by implication intended to come into or
continue in force after such termination.
5. Customer Content
5.1. The Customer shall provide the Customer Content to Smart either at the time of the order, or
within 2 weeks of the date on the Order Form by means of an email to info@smart-local-media.com or
such other email address as Smart may elect or by post. Smart shall use the Customer Content to
create the Marketing Products Purchased.
5.2. Smart reserves the right at any time without notice to remove any Customer Content (or
Customer Links) from any Marketing Product if it reasonably believes the Customer Content (or
Linked Content) would, or would be likely to, put the Customer in breach of Clause 7 or any other provision of the Contract or would otherwise be detrimental to the interests or goodwill of Smart. Any
such action shall be without prejudice to Smarts other rights and remedies.
5.3. Any Customer Content which contains content of an unlawful or otherwise unacceptable nature
(including but not limited to pornography or content depicting violence) may be reported to the
appropriate authorities.
6. Limitation of Liability
6.1. Except as expressly provided in this Contract, Smart gives no warranty in relation to the provision
of services under this Contract and all warranties, express or implied, are excluded.
6.2. Smart does not limit or exclude liability for death or personal injury caused by negligence.
6.3. Subject to clause 6.2, Smart’s entire liability to the Customer arising out of or in connection with
the Contract, including without limitation breach of contract, misrepresentation (except where
fraudulently made) and tort (including negligence), is limited to the amount of the Fees paid by the
Customer under the Contract in the preceding 12 months.
6.4. Subject to clause 6.2 and notwithstanding the generality of this clause, Smart expressly excludes
liability for any indirect, special, consequential or economic loss or damage which may arise out of or
in relation to the Contract between Smart and the Customer, whether arising from any failure to
publish the Marketing Products or host the Business Video in accordance with the Order Form in a
timely manner or at all, or otherwise, and for any loss of profits, revenue, anticipated savings,
business, contracts, production or goodwill even if Smart has been advised as to the possibility of
such damages.
6.5. In addition, without limiting the foregoing, Smart shall not be liable for any loss, damage or delay
howsoever arising caused by events which are not reasonably foreseeable or by circumstances
outside its reasonable control, including without limitation governmental action, natural disaster,
insurrection, riot, explosion, failure of infrastructure or power suppliers, embargo, strikes whether legal
or illegal, labour or material shortage, transportation interruption of any kind, work slowdown, the
failure of third parties to provide necessary or desirable services or other reasons which result in the
prevention or delay of its performance under the Contract. Smart shall be excused from such
performance to the extent of such prevention or delay.
6.6 Save as specified in this clause, Smart shall not be responsible for any error in the placement of,
or failure to place, any Marketing Products on Smart’s website or with any Third Party Provider. If
Smart fails to publish any Marketing Products or deliver the number of Interactions provided for in the
Order Form or in the event of any other failure, technical or otherwise, of such Marketing Products to
appear as provided for in the Order Form, Smart’s liability will be limited (at the option of Smart) to
either: (i) publishing the Marketing Products (or a replacement if provided by the Customer) on
positions agreed in the Order Form or as agreed with the Customer as soon as is reasonably
practicable in the period following the period during which the Marketing Products was scheduled to
run and for such time as is necessary to generate a number of substitute impressions or clickthroughs of equivalent monetary value to the shortfall; or (ii) refunding to the Customer that proportion
of the Fees paid which relate to those Marketing Products or Interactions which were not published or
delivered or, if the relevant Fees were not paid by the Customer, agreeing that such amounts will not
be due or payable or, in the case of a Pay-as-you-go Customer, refunding the balance of the Deposit
remaining. Smart will only provide a refund to the Customer under sub-clause 6.6 (ii) if: (a) the
Customer Content arrived within the time limits specified in the Order Form; (b) it complied with
Smart’s technical specifications; and (c) changes to the Customer’s schedules were notified to Smart
within the timeframe set out in the Order Form.
6.7 Smart will use reasonable skill and care in performing its duties hereunder but subject thereto: (i)
Smart hereby excludes any warranty, express or implied, as to the performance, quality, accuracy or
fitness for a particular purpose of Smart or of any of the contents of its website; (ii) Smart will not be
liable for any losses or damages arising (whether in tort (including negligence), contract or otherwise)
directly or indirectly as a result of use of the Smart website or in connection with Marketing Products
on Smart’s website including without limitation from any technical malfunction, computer error, defect
in software, loss of data or other damage or disruption to listings; (iii) Smart makes no warranty that
the contents of its website or any Product produced are free from infection by viruses, worms or
trojans or anything else that has contaminating or destructive properties; and (iv) certain links on
Smart may lead to resources located on servers maintained by third parties over whom Smart has no
control and Smart accepts no liability arising from access to or use of any material contained on those
servers.
6.8. Each of the provisions of this clause 6 is to be construed separately and independently of the
others, and if any provision of this clause 6 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability
of such provision will not affect the other provisions of this clause 6 (or any other clause herein) which
will remain in full force and effect.
7. Licences, Customer Representations and Indemnification
7.1. The Customer warrants and represents that it is the owner of or is licensed to use the entire
contents and subject matter contained in its Customer Content, advertising and information, including,
without limitation, (i) the names and/or pictures of persons; (ii) any copyright in the material,
trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or
services, or any other intellectual property rights; and (iii) any testimonials or endorsements contained
in any Customer Content submitted to Smart.
7.2. In addition, the Customer warrants and represents to Smart that:
(i) It has the right to publish all of the contents of the Customer Content submitted pursuant to the
Order Form, and can grant to Smart such right, and that such publication will not breach the
confidence or rights of privacy of, or, without limitation, infringe the copyright, database rights,
trademark rights, patent rights, moral rights or any other intellectual property rights of, any third party;
(ii) It has complied with the codes of practice issued by the Committee of Advertising Practice in the
UK, including, without limitation, the British Code of Advertising, Sales Promotion and Direct
Marketing, and all other relevant codes under the general supervision of the Advertising Standards
Authority or any other relevant authority;
(iii) The Marketing Products either: (a) does not constitute a financial promotion within the meaning of
the Financial Services and Markets Act 2000 (“the Act”); or (b) has been approved by an “authorised
person” within the meaning of the Act or is otherwise permitted under the Act or another applicable
law and the Customer has expressly notified Smart in writing of this;
(v) It does not collect or use personal information through its Marketing Products without permission
from the user and shall at all times comply with the Data Protection Act 1998 (the Customer may not
combine, co-mingle, compare or match any information that it legally collects via its Marketing
Products with any personal information, click-stream or cookie information that it may have); and
(vi) Where it is required by law that a licence or other express permission is required for it to operate
its business and/or to advertise, the Customer is so licensed or permitted and will be throughout the
term.
7.3. Further the Customer warrants and represents and undertakes that the Customer Content, and
any Linked Content:
(a) will not contain anything that is indecent, obscene or unlawful;
(b) will comply will all applicable law;
(c) will not contain any defamatory, false, misleading or untrue material or material which abuses,
harasses, threatens or is otherwise offensive to any other person;
(d) will not restrict or inhibit any other user from using the Smart website.
(e) will not contain any virus or other material likely to harm the Smart website;
(f) will not contain any material which could potentially harm the reputation of Smart.
7.4. The Customer hereby expressly grants to Smart:
(i) a non-exclusive, world-wide right to use, reproduce, publicly display, and distribute the Marketing
Products in accordance with the Order Form and these Terms and warrants that the Customer has
the right to grant such licence;
(ii) the express right to reproduce without limitation, Customer Content, screen shots of the Marketing
Products supplied to the Customer by Smart, video, review comments, business descriptions and
other business information and any content of the Customer’s website on or in any promotional or
advertising material or campaign promoting or advertising Smart.
7.5. In consideration of Smart’s acceptance of and preparation of such Marketing Products, the
Customer agrees to indemnify and hold Smart and Smart’s employees harmless against any and all
claims actual or of any kind (including, without limitation, any claim of trademark or copyright
infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty,
false or misleading advertising or breach of any industry advertising codes or sales practices),
damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of
or in connection with:(i) any Customer Content or Linked Content , (ii) Smart’s proper performance
under the Contract, and (iii) the copying, printing, distributing, or publishing of the Marketing Products
by Smart.
7.6 The Customer represents and warrants that it contracts with Smart as principal, and has the
authority to do so, notwithstanding that the Customer may be acting as an advertising agency or
media buyer or in some other representative capacity. 8. Confidentiality
8.1 The provisions of the Order Form and all communications passing between the Customer or any
of its agents and Smart are confidential and must not be disclosed to any third party except: (a) by
either party to its qualified accountants or legal advisers; or (b) as otherwise agreed by the parties in
writing or as otherwise required by law, by any government authority, court order, or other regulatory
body. In addition, in connection with their discussions, the Customer may have received and may in
future receive from Smart certain valuable technical and non-technical information and materials
relating to Smart and its business, which is confidential and proprietary to Smart. The Customer
agrees to preserve the confidentiality of information belonging Smart.
8.2 The Customer must not, and must ensure that any agent or person acting on its behalf does not,
make any public announcement in respect of the Order Form or the relationship between the parties
without the prior written consent of Smart including without limitation any pre-announcement in
respect of the display of advertising on any Smart forum. For the avoidance of doubt, the foregoing
prohibition includes public announcements by any third party acting on behalf of the Customer and
any communication that the Customer knows will or is likely to be made public.
9. Use of Data
The Customer agrees and acknowledges that Smart (or representatives or agents of Smart) will
collect personal data supplied by the Customer, including contact details such as names, addresses,
telephone numbers and e-mail addresses, and that Smart may use and retain any personal data
supplied by and relating to the Customer for the purposes set out in the Contract. The Customer
agrees that Smart may use any Customer address or e-mail address for the purpose of contacting the
Customer about Smart’s products and services.
10. Copyright and Intellectual Property
The entire copyright and any other intellectual property rights in the Customer Content (save those
licensed to Smart) shall remain the exclusive property of the Customer.
11. General
11.1. All notices to be given under the Contract shall be in writing either by email or by first class post
to the email or postal address on the Order Form or subsequently notified to the other party. Any
notice given which is sent by post shall be deemed to have been received two days after posting.
11.2. This Contract, incorporating the Order Form, these Terms (and any other relevant Smart terms),
constitutes the entire agreement between the Customer and Smart in relation to the Marketing
Products or Business Video. No addition to or modification of this Contract shall be valid unless it is in
writing and signed by duly authorised representatives of both the Customer and Smart.
11.3. No person has any rights under this Contract save as may be set out in it and the parties agree
that the Contracts (Right of Third Parties) Act 1999 is excluded.
11.4 The placing of an Order Form for the insertion of Marketing Products shall amount to an
acceptance of these Terms and any conditions stipulated on an Order Form or elsewhere by an
agency or a Customer shall be void in so far as they are in conflict with them, unless agreed in writing
by Smart.
11.5 The Customer may not assign the whole or any part of its rights or obligations under this
Contract without the prior written consent of Smart. Smart may assign or subcontract the whole or any
part of its rights or obligations under this Contract without restrictions.
11.6. Nothing in the Contract shall create, or be deemed to create, a partnership or joint venture
between the parties or the relationship of principal and agent between the parties.
11.7 No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in
writing and signed by the party against whom such waiver is sought to be enforced. No delay in
exercising, of dealing with, and no partial exercise of any right or remedy hereunder shall constitute a
waiver of such or any other right or remedy, or the future exercise thereof.
11.8. This Contract shall be governed by and construed in accordance with English law and the
Customer and Smart submit to the non-exclusive jurisdiction of the English courts.