TERMS & CONDITIONS

CONDITIONS

The Exhibitor’s attention is particularly drawn to the provisions of Clause 8 (limitation of liability).

• INTERPRETATION

1. The definitions and rules of interpretation in this clause apply in this Agreement.

Backlink means a link to the Book the Cinema website on the Exhibitor’s website.

Booking means a booking made through Book the Cinema for the sale of Tickets and/or Exhibitor Concessions which shall be made up of at least the Minimum Tickets;

Booking Event means the time and date at which the screening is due to take place at a Cinema for the Booking; 

Booking Record means the record of Bookings maintained by Unique including details of all Bookings, any approved Chargeback Requests, Chargeback Payments or approved refunds;

Book the Cinema means the software platform designed, developed and owned by Unique which provides for the sale of Tickets and Exhibitor Concessions for private hire events on a business-to-consumer basis, allowing the Consumer to select any Film from a library of on-demand Digital Cinema Package (“DCP”) content or Other Event delivered over a proprietary network. Book the Cinema also allows for personalised images and/or videos to be displayed on the screen before the showing of any feature Film or Other Event;

Business Day means a day other than a Saturday, Sunday or public holiday in the Territory when banks in the Territory are open for business, and Business Hours means the period from 9.00 am to 5.00 pm on any Business Day;

Cinema means the cinemas owned or operated by the Exhibitor or the Exhibitor’s Affiliates in the Territory.

Commercial Agency Regulations means the Commercial Agents (Council Directive) Regulations 1993 SI No. 1993/3053 as amended by SI No. 1993/3173 and SI No. 1998/2868 (and as further amended from time to time);

Consumer means the person who makes a Booking via the Book the Cinema platform and/or the end user of Book the Cinema;

Consumer Content means the content created by Unique based on the source images or videos provided by the Consumer to Unique (“Source Material”) for the purpose of being displayed on the screen at the Cinema during the Booking Event;

Dashboard: the area of Book the Cinema accessible by the Exhibitor through its log-in access enabling the Exhibitor to access and manage Bookings;

Exhibitor Concessions means the concession products that are provided by the Exhibitor and that are sold through Book the Cinema;

Film means the film selected by the Consumer from the Film Library to form part of the Booking;

Film Library means the library of on-demand DCP content hosted on Book the Cinema for selection by a Consumer in relation to a Booking;

Group means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company;

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Other Event means live or encore events that Unique sources and makes available for Bookings on Book the Cinema or such other content as may be available from time to time or any other use of the Cinema that could be booked through Book the Cinema;

Revenue means all sales revenue from the Tickets or Exhibitor Concessions sold through Book the Cinema; 

Tickets means the tickets for screenings of Films or Other Events at Cinemas sold via Book the Cinema.

1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. Any reference to this Agreement includes the Schedules.
2. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
3. A reference to any party shall include, and this Agreement shall be binding on and for the benefit of, that party and its personal representatives, successors and permitted assigns.
4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision.
5. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

• APPOINTMENT

1. The Exhibitor appoints Unique as its sole agent and authorises Unique to promote, offer and conclude contracts, and to collect payment and issue receipts, for the sale of Tickets and Exhibitor Concessions in the name of and on behalf of the Exhibitor, in the Territory via Book the Cinema all in accordance with the terms of this Agreement. Unique shall be acting as principal in all other circumstances including but not limited to the provision of any Consumer Content shown during a screening for a Booking or for the promotion, management and operation of Book the Cinema.
2. The Exhibitor may sell Tickets and/or Exhibitor Concessions itself and through other third parties, except through a third party which is a direct competitor of Unique (i.e. that offers a platform for cinema-only event bookings for film screenings to consumers, which for clarity does not include a platform offering a range of sites (not just cinemas) for event bookings by consumers).
3. Nothing in this Agreement shall prevent Unique from doing business with or acting as agent for competitors of the Exhibitor.
1. UNIQUE’S RIGHTS AND OBLIGATIONS
1. Unique shall:
1. use reasonable endeavours to market and promote Book the Cinema as it deems appropriate in its sole discretion;
2. process Bookings, issue Tickets, collect Revenue from the Consumer on behalf of the Exhibitor, and issue receipts to the Consumer on confirmation of a Booking;
3. maintain a reasonably extensive Film Library and deliver to the Exhibitor the Film (including rating information) and the Consumer Content at least 48 hours in advance of a Booking Event;
4. provide the Exhibitor with the information and assistance the Exhibitor reasonably requires to fulfill its obligations, including, but not limited to, marketing information for, and details of, Book the Cinema, provided that the Exhibitor cooperates with Unique in good faith;
5. be solely responsible for the operational availability, integrity and security of Book the Cinema in accordance with reasonable industry standards and ensure an availability uptime of 99%, measured monthly excluding scheduled upgrades or maintenance and exclusive of any downtime outside of Unique’s control. Unique shall notify the Exhibitor if Book the Cinema is down or in-operable for any period of time that would affect Bookings;
6. vet Source Material in accordance with the guidelines agreed between the Parties and notified to the Consumers in terms and conditions via Book the Cinema and create and deliver Consumer Content requested as part of the Booking;
7. on receiving written notification from the Exhibitor at least 24 hours in advance of a Booking Event of a Film being corrupt such that the Exhibitor is unable to show the Film during the Booking Event, use its best endeavours to re-send an uncorrupted Film prior to the Booking Event or, at Unique’s discretion, issue a [refund] to the Consumer;
8. direct all Consumers who reach Book the Cinema through the Exhibitor’s Backlink to the section of Book the Cinema which features the Exhibitor’s Cinemas only; 
9. promptly inform the Exhibitor of any Consumer complaint or after-sales enquiry concerning the Tickets, Exhibitor Concessions or the “at Cinema” experience received by Unique, and provide customer support to Consumers in relation to Book the Cinema in accordance with Book the Cinema’s terms and conditions;
10. process Bookings in accordance with the settings designated by the Exhibitor: a Booking shall be automatically confirmed by Unique to the Consumer if it falls within a period for which the Exhibitor has selected automatic approval; Unique shall notify the Exhibitor of any Booking falling within a period for which the Exhibitor has selected manual approval or rejection for the Exhibitor to manually process and confirm such approval or rejection to the Consumer;
11. provide Dashboard access for the Exhibitor and keep Bookings updated on a “live” basis on the Dashboard;
12. bring to the Consumer’s attention the Minimum Ticket requirement, the Ticket and Exhibitor Concession prices, and the Exhibitor’s standard terms and conditions of sale and privacy policy (as provided to Unique by the Exhibitor from time to time); 
13. make acceptance of the Exhibitor’s standard terms and conditions of sale a condition of a Booking and provide an opt-in consent option for Consumers to opt-in to receive marketing emails from the Exhibitor;
14. ensure that receipts issued to the Consumer include the legally required registration details and VAT number of the Exhibitor (to the extent that and as provided to Unique by the Exhibitor from time to time).
2. Unique may source Other Events to be held at a Cinema and make available such Other Events to the Consumers for booking, subject to the prior written approval of the Exhibitor (email approval will be acceptable). Any additional fees that may be payable or conditions that may be applicable related to Other Events shall be agreed between the parties in writing at the time. Unique shall obtain all necessary licences and consents to enable the Other Events to be screened at the Cinema.
2. EXHIBITOR RIGHTS AND OBLIGATIONS
1. The Exhibitor shall
1. use reasonable endeavours to promote and market Book the Cinema;
2. at all times be responsible for managing, monitoring and fulfilling the Bookings, and promptly inform the Consumer and Unique if it is not able to fulfil a Booking for any reason;
3. in respect of any Booking falling within a period for which the Exhibitor has selected manual approval or rejection, promptly manually process and confirm such approval or rejection to the Consumer and Unique;
4. price its Exhibitor Concessions consistently with the prices it would charge at the Cinema for other bookings or consumers;
5. provide a suitable Cinema screen for each Booking and be responsible for all aspects of the Consumer’s experience while at the Cinema and ensure that Consumers who make Bookings are treated to a consistent service standard that is at least to the same standard as the service that the Exhibitor offers to other consumers who have booked directly with the Exhibitor;
6. screen the Film and Consumer Content and provide the Exhibitor Concessions in accordance with the Booking and, in the case of Exhibitor Concessions, with acceptable food standards in the Territory;
7. be responsible for (i) ensuring that the correct movie and all other pre-show content is shown on the correct screen at the correct time, (ii) agreeing terms with distributors in relation to the Film and ensuring that it has all necessary permissions and rights to screen the Film and all other content (excluding Consumer Content), and (iii) displaying the rating of the Film as provided to the Exhibitor by Unique. Any content (excluding the Film and Consumer Content) shall be determined by the Exhibitor at its sole discretion;
8. not, without Unique’s prior written consent, produce any marketing material for Book the Cinema, use Unique’s name, logo or trade marks, nor make or give any representations, warranties or other promises concerning Book the Cinema or the services provided under this Agreement which are not contained in Unique’s own marketing material.
9. provide Unique with at least five (5) working days’ notice of any change to its standard terms and conditions of sale for the Tickets and/or Exhibitor Concessions. 

• MUTUAL OBLIGATIONS

1. The parties shall cooperate in good faith to promote and operate Book the Cinema and the terms of this Agreement. Each party shall appoint a representative (together the “Parties’ Representatives”) to coordinate the parties’ activities in connection with this Agreement. The Parties’ Representatives shall meet on a quarterly basis during the first year of the Initial Term and then as needed for the remainder of the Term to discuss the services and Bookings and the operation and marketing of the same. 
2. The parties shall jointly devise a response to promptly and efficiently deal with any complaint, dispute or post-supply enquiry relating to the Tickets and/or Exhibitor Concessions and/or Booking raised by a Consumer to the Exhibitor or Unique in the Territory. The Exhibitor shall have the final decision (at its sole discretion) in resolving any such complaint or dispute in relation to the services provided by the Exhibitor.

• CREDIT CARDS AND CHARGEBACKS

1. In the event that a Consumer makes a credit card chargeback request in relation to a Booking which was paid by the same credit card (a “Chargeback Request”), Unique shall notify the Exhibitor which shall investigate the reasons for such Chargeback Request within fourteen (14) days. If the Exhibitor either (i) determines that the Chargeback Request is valid and due to the Exhibitor not fulfilling its obligations in relation to a Booking, or (ii) does not complete its investigation within the 14 day period, the Exhibitor shall approve the Chargeback Request within three (3) days of such determination or expiry of the 14 day period as applicable, and Unique shall return the payment related to the Chargeback Request to the Consumer (the “Chargeback Payment”). If the Chargeback Payment forms part of Revenue that has already been paid to the Exhibitor, Unique shall invoice the Exhibitor for such Chargeback Payment (less any Commission that has been deducted by Unique in relation to the Revenue of which the Chargeback Payment forms part), provided that the original card transaction was made in a secure manner on Book the Cinema, and shall record the Chargeback Payment in the Booking Records. If the Chargeback Payment forms part of Revenue that has not yet been passed to the Exhibitor, Unique shall record such Chargeback Payment on the Booking Records and deduct the Chargeback Payment from the corresponding Revenue to be paid at the next payment date.
2. The Exhibitor shall not be liable for the whole of the Chargeback Payment if the reason for the Chargeback Request cannot be solely attributed to the Exhibitor. In the event that both Unique and the Exhibitor are deemed to be responsible for the Chargeback Request then each party shall be responsible for paying the proportionate amount of the Chargeback Payment. In the event the parties cannot agree who is responsible for the Chargeback Request the parties shall escalate the matter in the manner set out in clause 14 (Dispute Resolution).
3. If Unique and the Exhibitor agree that a Chargeback Request has not been validly made and should be defended, Unique shall defend the Chargeback Request through its credit card integration service provider. If reasonably required, the Exhibitor shall provide Unique with the results of its investigation.
4. In the event that the credit card company rejects a payment that has already been processed and debits the payment automatically (the “Credit Card Company Chargeback”) and where (i) Unique has already remitted the Revenue of which the payment forms part to the Exhibitor, Unique shall notify the Exhibitor of such Credit Card Company Chargeback and the Exhibitor shall refund the Credit Card Company Chargeback to Unique without undue delay, or (ii) the Exhibitor has not received the Revenue of which the payment forms part, Unique shall not be required to include such payment in the Revenue paid to the Exhibitor, although Unique shall still include such payment in the Booking Records but note that it was subject to a Credit Card Company Chargeback.
5. The Bookings and Revenue information shall be available to both parties through Book the Cinema. Unique shall arrange so that the Exhibitor can see the Revenue generated at each of its Cinemas on a monthly basis and shall ensure that all Revenue is held in a designated account.
6. Any credit card fees shall be split by the parties based on the percentage of the Booking Revenue on the date of the Booking (“CC Fees”).
7. Unique shall ensure that all credit and debit card payments are processed securely utilising the standard security tools made available from the credit card integration service provider. 

• INVOICING AND PAYMENT

1. Unique shall send to the Exhibitor within 7 days after the end of every monthly period during the Term (commencing on the Effective Date) Booking Records and an invoice for its Commission plus VAT (a “Commission Invoice”) showing the Revenue generated during the preceding monthly period (the “Revenue Period”) setting out in reasonable detail a breakdown of the Revenue streams and the Commission that is to be invoiced to the Exhibitor thereon.
2. The Exhibitor may within 30 days of receipt of each of the Booking Records and the Commission Invoice notify Unique of any errors in the Booking Records and the Commission Invoice. If no such notification is made, the Booking Records and the Commission Invoice shall be deemed accepted.
3. If the Exhibitor disagrees with the Booking Records and/or the Commission Invoice (in whole or in part) it shall notify Unique as per Clause 7.1 above and within two (2) Business Days of such notice, the Parties’ Representatives shall meet to try and agree how such errors shall be rectified. If the Parties’ Representatives are unable to agree how to rectify the dispute, the Parties shall comply with Clause 14.
4. Unique shall transfer to the Exhibitor the Revenue (less Unique’s share of the CC Fees) relating to the Revenue Period within ten (10) days of either: (i) the Exhibitor confirming to Unique that it agrees with the Booking Records and Commission Invoice or, if later, the end of the 30 day period set out in Clause 7.2, or (ii) resolution of the dispute regarding the Booking Records or Commission Invoice. If the Exhibitor disputes only part of the Booking Records or part of the Commission Invoice, Unique shall transfer to the Exhibitor such part of the Revenue which is not in dispute within seven (7) days of the Exhibitor’s notice as per Clause 7.1. 
5. The Exhibitor shall pay to Unique the Commission plus VAT relating to a Revenue Period within seven (7) days of receipt of the Revenue from Unique, in accordance with the instructions on the Commission Invoice.
6. All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, unless specified otherwise. 
7. Unless specified otherwise in this Agreement, neither Party shall be entitled to withhold or set-off any payments that are duly payable under this Agreement, either under this Agreement or in relation to disputes that may occur between the Parties for other contracts and/or agreements that they may have in place for other services.
8. Termination of this Agreement, howsoever arising, shall not affect the continuation in force of this clause 7 and each Party’s obligation to pay any outstanding Revenue and/or Commission to the other Party in respect of Bookings made during the Term.

[OR

1. Unique shall send to the Exhibitor within 7 days after the end of every monthly period during the Term (commencing on the Effective Date) Booking Records showing the Revenue generated during the preceding monthly period (the “Revenue Period”) setting out in reasonable detail a breakdown of the Revenue streams. Subject to this clause 7, the Exhibitor acknowledges that any Revenue is transferred and received directly to the account of the Exhibitor. 
2. Unique shall send to the Exhibitor at the beginning of each quarter (commencing on the Effective Date) an invoice for its Commission plus VAT (a “Commission Invoice”).
3. The Exhibitor may within 30 days of receipt of each of the Booking Records or the Commission Invoice notify Unique of any errors in the Booking Records and the Commission Invoice. If no such notification is made, the Booking Records and the Commission Invoice shall be deemed accepted.
4. If the Exhibitor disagrees with the Booking Records and/or the Commission Invoice respectively  (in whole or in part) it shall notify Unique as per Clause 7.9 above and within two (2) Business Days of such notice, the Parties’ Representatives shall meet to try and agree how such errors shall be rectified. If the Parties’ Representatives are unable to agree how to rectify the dispute, the Parties shall comply with Clause 14.
5. The Exhibitor shall transfer to Unique the Commission within ten (10) days of either: (i) the Exhibitor confirming to Unique that it agrees with the Booking Records and Commission Invoice or, if later, the end of the 30 day period set out in Clause 7.11 or (ii) resolution of the dispute regarding the Booking Records or Commission Invoice. If the parties dispute only part of the Booking Records or part of the Commission Invoice, the Exhibitor shall transfer to Unique such part of the Commission which is not in dispute within seven (7) days of the Exhibitor’s notice as per Clause 7.9  and 7.10. 
6. The Exhibitor shall pay to Unique the Commission plus VAT in accordance with the instructions on the Commission Invoice.
7. All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, unless specified otherwise. 
8. Unless specified otherwise in this Agreement, neither Party shall be entitled to withhold or set-off any payments that are duly payable under this Agreement, either under this Agreement or in relation to disputes that may occur between the Parties for other contracts and/or agreements that they may have in place for other services.
9. Termination of this Agreement, howsoever arising, shall not affect the continuation in force of this clause 7 and each Party’s obligation to pay any outstanding Revenue and/or Commission to the other Party in respect of Bookings made during the Term.]

• CANCELLATION OF BOOKINGS

1. In the event that a Consumer cancels a Booking in accordance with the Exhibitor’s cancellation policy in its standard terms and conditions of sale, 100% of the payment made by the Consumer shall be refundable and Unique shall reflect such refunds in the Booking Records. Otherwise, no amount shall be refundable and the Exhibitor shall be entitled to retain the payment as part of the Revenue and Unique shall be entitled to its Commission on that Revenue.
2. Should the Exhibitor cancel the Booking at any time and on any notice, then 100% of the payment made by the Consumer shall be refundable. The Exhibitor shall pay the Commission to Unique in relation to any Bookings cancelled by the Exhibitor under this clause 8.2, except if such cancellation occurs as a result of Unique delivering a Film that is corrupt, if such corruption occurred on or as a result of Unique Software, and which the Exhibitor is unable to play during a Booking Event.

• CONFIDENTIALITY

1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or its Group, except:
1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that such persons to whom it discloses the other party’s confidential information comply with this Clause 9;
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
2. Neither party shall use the other’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. 

• DATA PROTECTION 

1. agrees that it is acting as an independent data controller and that it shall comply with all applicable data 
2. shall implement appropriate technical and organisational measures to protect Relevant Personal Data;
3. shall notify the other without undue delay after becoming aware of any security incident affecting Relevant Personal Data and any measures proposed to be taken to address such incident and to mitigate its possible adverse effects;
4. shall provide reasonable assistance to the other in responding to any requests from data subjects to exercise their rights and any communications or complaints from data subjects or supervisory authorities or other third parties relating to Relevant Personal Data.

• INTELLECTUAL PROPERTY AND TITLE

1. This Agreement does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a party shall be owned by that party. Unique grants to the Exhibitor the right to use the Consumer Content and the Dashboard to the extent required in connection with the performance of this Agreement.
2. The Exhibitor hereby acknowledges and agrees that:
1. all Intellectual Property Rights in Book the Cinema are the property of Unique and the Exhibitor has no rights whatsoever to Book the Cinema other than as expressly granted under this Agreement;
2. all right, title and interest in and to the “Unique”, “UniqueX”, “Unique Digital” and “Book the Cinema” names and/or logos (the “Unique Trade Marks”) remain solely, legally and beneficially in Unique (or its Group), and the Exhibitor shall not use the Unique Trade Marks except as set forth in this Agreement. Unique hereby grants to the Exhibitor a non-exclusive, limited right to use the Unique Trade Marks to promote Book the Cinema and fulfill its obligations under this Agreement for the duration of this Agreement.
3. Unique hereby acknowledges that all right, title and interest to the Exhibitor’s name and logos and any related trade marks (the “Exhibitor Trade Marks”) belong to the Exhibitor (or its Group). The Exhibitor grants to Unique a non-exclusive, limited right to use the Exhibitor Trade Marks in connection with the promotion of Book the Cinema and to fulfill its obligations hereunder for the duration of this Agreement.
4. Neither party will do anything which shall negatively impact on the goodwill of the other party’s trademarks, or bring the other party’s trademarks and brand into disrepute. The parties agree that the party deemed to have breached this clause shall have a period of thirty (30) days to remedy any such breach starting from when it is notified by the aggrieved party (the “Remedy Period”). Any breach of this clause which is not cured within the Remedy Period shall be deemed to be a material breach, allowing for the non-breaching party to terminate this Agreement immediately on notice.

• WARRANTIES AND INDEMNITIES

1. Each party warrants that:
1. it has full power and authority to carry out the actions contemplated under this Agreement;
2. it will perform its obligations under this Agreement with reasonable skill and care; 
3. it has all the necessary rights and permissions to show the content it is proposing to show during a Booking Event; and
4. its entry into and performance under the terms of this Agreement, will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any obligations to a third party.
2. Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding on the parties with respect to the actions contemplated by this Agreement. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into this Agreement, whether by statute, common law or otherwise, is, to the extent that it is lawful to do so, excluded by this Agreement. 
3. The Exhibitor shall indemnify Unique against any liabilities which Unique may incur as agent of the Exhibitor, as a result of the Exhibitor’s breach of the terms of this Agreement, or its acts or omissions in relation to a Booking. 

• LIMITATION AND EXCLUSION OF LIABILITY

1. Nothing in this Agreement shall limit or exclude a party’s liability:
1. for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;
2. for fraud or fraudulent misrepresentation; or
3. for any other act, omission, or liability which may not be limited or excluded by law.
2. Any liability or indemnity offered by Unique under this Agreement shall be capped at the Commission paid by the Exhibitor to Unique in the previous calendar year to which the claim is brought.

• DISPUTE RESOLUTION

• Any dispute arising under this Agreement shall be resolved by taking the following steps (in order):

1. either party shall give to the other written notice of the dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents within seven (7) days of the relevant dispute arising. On service of the Dispute Notice, the Parties’ Representatives shall attempt in good faith to resolve the dispute;
2. if the representatives are for any reason unable to resolve the dispute within seven (7) days of service of the Dispute Notice, the dispute shall be referred to a director of Unique and a director of the Exhibitor who shall attempt in good faith to resolve it; and
3. if the directors are for any reason unable to resolve the dispute within seven (7) days of it being referred to them, the matter may be referred to court in accordance with Clause 19.

• TERMINATION

1. Without affecting any other right or remedy available to it, either party may terminate this Agreement on giving at least 3 months’ written notice to the other party, with such termination to take effect on either the expiry of the Initial Term or any Renewal Term.
2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party:
1. if the other party fails to pay any amount due under this Agreement and remains in default not less than thirty (30) days after being notified in writing to make such payment;
2. if the other party commits a material breach of any term of this Agreement and fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; 
3. if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
4. if the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to one listed herein.

• NOTICES

1. A notice given to a party under or in connection with this Agreement shall be in writing and sent to the party at its registered address from time to time or to the email addresses specified below or as otherwise notified in writing by one party to the other party.
2. The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:

1. This clause 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

• COMMERCIAL AGENCY REGULATIONS

1. The parties agree that the Commercial Agency Regulations do not apply to this Agreement because the services to be provided by Unique are primarily concerned with the sale of services and not goods and/or because the primary purpose of the arrangement between the parties is to generate sales of private hire events and not goods, and the parties have entered into this Agreement on this basis. 
2. Subject to clause 17.3 and to the provisions of  Article 18 of the Commercial Agency Regulations, in the event that, contrary to clause ‎17.1, the Commercial Agency Regulations are held to apply to this Agreement then, upon expiry or termination (or partial termination) of this Agreement, Unique shall, provided it satisfies the requirements included in  Regulation 17 of the Commercial Agency Regulations, be entitled to an indemnity (and not to compensation) as set out in Regulation 17 of the Commercial Agency Regulations. 
3. The parties acknowledge that Unique shall not be entitled to any compensation (including without limitation an indemnity) in any of the circumstances as set out in Regulation 18 of the Commercial Agency Regulations. 

• GENERAL

1. Non-Solicitation. Each party agrees that it shall not, and shall direct that no member of its Group shall, without the prior written consent of the other party, at any time from the Effective Date to the expiry of twelve (12) months after the date of termination or expiry of this Agreement, solicit from that party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of that party in relation to this Agreement.
2. Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if any such delay or failure results directly from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). The party claiming the Force Majeure Event shall promptly notify the other party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
3. Compliance With Laws. Each party shall in relation to this Agreement comply with all applicable laws, statutes, regulations, and codes applicable to that party (including but not limited to any anti-bribery provisions and the CAP Code).
4. Assignment and other dealings. The Exhibitor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of Unique (such consent not to be unreasonably withheld or delayed). Unique may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement by providing written notice to the Exhibitor.

• GOVERNING LAW AND JURISDICTION

This Agreement 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 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 arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).