These are the terms and conditions (“Terms”) under which we agree with training providers (“you/your”) to market and sell your courses, training materials, events, and/or webinars to customers through our online website at www.art-providers.com (“Our Site”) and our preferred third-party partner platforms. Please read these Terms carefully and ensure that you understand them before submitting a listing for your courses (“Listing”). You are required to read and accept these Terms when signing up for an account with us or by submitting a Listing and this will constitute a legally binding contract between you and us.
1. Information About Us. We are (and Our Site is owned and operated by) Art Providers Ltd (trading as ART) a company registered in England and Wales. Our company registration number is 11321679 and our registered office is at ART Providers Ltd, 23 Minster Road, Moston, Manchester, M9 4QE, United Kingdom (“we/us/our”).
2. Access to and Use of Our Site
2.1. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
2.3. To the extent legally permitted we expressly disclaim all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute. We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of Our Site even if you advise us or we could reasonably foresee the possibility of any such damage occurring.
3. Our Services
3.1. Our Site is a marketplace service (“Marketplace Service”) for providers of training and profession courses to offer and sell their products online.
3.2. Where you are only requesting our Marketplace Service, we do not have possession of anything listed or sold through Our Site, and we are not involved in the actual transaction between customers/buyers and providers/sellers. The contract for the sale is directly between you and your customer.
4. Authority to Market and Sell
4.1. Subject to clause 4.2, you appoint us as your agent to publish your Listing on Our Site and preferred third-party platforms, and to promote and sell your courses to customers on your behalf subject to these Terms.
4.2. You hereby acknowledge and agree that we only act as your booking and payment agent and responsibility and liability for the provision and delivery of your Listing rests with you. You will contract directly with the customer for the provision and delivery of your Listing on your own terms and conditions, which you must provide in your Listing, making it clear to the customer that those terms apply to the provision and delivery of the Listing. Your terms and conditions must be available to customers before they purchase lour Listing. You must ensure that your terms and conditions comply with all applicable laws and regulations (including, but not limited to, consumer rights laws, data protection, and clearly state all available and legally required cancellation and refund terms).
4.3. You understand that we may be involved in the development, sale and promotion of training courses and materials which compete with, or are similar to, your Listings. These Terms shall in no way prevent, hinder or inhibit us from selling, distributing, marketing and/or promoting any products or services under our own sales, distribution, promotion and/or marketing channels.
5.1. Once you have set up an account with us, you may either upload a Listing for publication yourself or you may request us to publish your Listing for you. If you request us to publish your Listing on your behalf this may incur a fee. We will advise you of any applicable fees before we agree to publish your Listing. If we are publishing your Listing for you, you must provide us with all relevant details and associated information and promotional content, and your terms and conditions that will apply between you and the customer. Your Listing will appear in the relevant industry category we determine is most applicable to your Listing.
5.2. Unless we agree otherwise with you (for example, as part of a subscription plan), we do not guarantee that your Listing will appear or feature in any particular position or ranking in search results.
5.3. You agree that you will be solely responsible for your Listing and its content even if we agree to list it for you. We accept no responsibility for Listings and we do not verify the content or information contained in your Listing (although we reserve the right to monitor and edit your Listing to comply with these Terms at our sole discretion from time to time). Specifically, you agree, represent, and warrant that you have the right to submit the Listing, that all the information in the Listing is accurate and truthful, that all such information will be kept accurate and up-to-date, and that no personal data will be included that you do not have the right to include.
5.4. When submitting a Listing, you must state the date (and if applicable, the end date) and you must not submit or otherwise do anything that:
5.4.1. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
5.4.2. promotes violence;
5.4.3. promotes or assists in any form of unlawful activity;
5.4.4. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
5.4.5. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
5.4.6. is calculated or is likely to deceive or misrepresent (including any unsubstantiated or unsupportable claims or comparisons concerning your business or your Listings or any other business or person, or any qualifications that may be gained);
5.4.7. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
5.4.8. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
5.4.9. implies any form of affiliation with us where none exists;
5.4.10. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyrights, patents, trade marks, and database rights) of any other party; or
5.4.11. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
5.5. Your Listing must:
5.5.1. ensure all images or your company logo are the required sizes and quality as may be specified by us;
5.5.2. ensure any video content is within any upload limit we may specify and be of good quality; and
5.5.3. any links you add must not lead customers to any unlawful or harmful websites or applications.
5.6. We reserve the right to disable the Listing if it breaches the provisions of this clause 5.3 to 5.5.
5.7. You may set your own fees and your Listing must clearly state the fees due. Such fees must be transparent and all-inclusive of any VAT. You acknowledge and agree that we may convert your prices into a different currency (at the going rate of exchange from time to time) in order to market your Listing in other countries. We may also, with your consent, offer temporary promotional discounts on the fees you set for your Listing.
5.8. Once a customer has purchased your Listing, any further interactions, communications, queries or disputes with or generated by the customer in relation thereto must take place directly between you and the customer.
6. Your Data
6.1. You shall own all right, title and interest in and to all of your data that is not personal data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data.
6.2. We shall have the right but not the obligation to archive and keep copies of all your data. In the event of any loss or damage to your data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from any back-up of such data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of data caused.
6.3. You shall not, except as may be allowed by any applicable law which is incapable of exclusion by these Terms, and except to the extent expressly permitted in these Terms:
6.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Our Site (as applicable) in any form or media or by any means; or
6.3.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Site; or
6.3.3. access all or any part of Our Site in order to build a product or service which competes with Our Site; or
6.3.4. introduce or permit the introduction of, any virus or vulnerability into Our Site.
6.4. We do not warrant that:
6.4.1. use of Our Site will be uninterrupted or error-free;
6.4.2. Our Site will be free from vulnerabilities; or
6.4.3. Our Site will comply with any heightened cybersecurity requirements.
7. Non-disparagement. In order to protect our legitimate business interests, you covenant with us that you shall not at any time during or after termination or expiry of these Terms, say anything which may be harmful to our reputation or our business, whether defamatory or otherwise.
8.1. We will supply the Services to you until either the Services are completed or your subscription expires (if applicable), or until you, or we end the contract by written notice to you as described in clause 12.
8.2. You shall pay the subscription fees to us for the subscription plan in accordance with this clause 8. PRICING AND SCHEDULE and incorporated by reference to these Terms.
8.3. You shall provide valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.
8.4. In the event any amounts you owe to us are overdue, we may:
8.4.1. without liability to you, remove any Listing, disable your account and/or your access to all or part of the Services, and we shall be under no obligation to provide any or all of the Services while the amounts concerned remain unpaid; and
8.4.2. charge interest that shall accrue on a daily basis on such overdue amounts at an annual rate equal to 3% over the then current base lending rate of Lloyds Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.5. If, at any time whilst using the Services, you exceed the amount of disk storage space specified in the subscription plan, we shall charge the then current excess data storage fees.
8.6. We shall be entitled to increase the subscription fees and/or the excess storage fees payable upon prior notice.
9. Booking and Payment
9.1. By accepting these Terms, you authorise us to charge and take full payment from the customer on your behalf for the fees due for your Listing (“Fees”).
9.2. Accounts and Listings are free; however, commission and fees will apply where a Listing is purchased by a customer through Our Site. The fee is determined based on the subscription plan you select at the rates set out in PRICING AND SCHEDULE.
9.3. Depending on the subscription plan you select from the PRICING AND SCHEDULE, the standard commission is 25% commission plus VAT on the Fees payable by the customer (less any value added tax or other applicable sales tax and charges applicable in the country of sale, and less any discounts or allowances in respect thereof) (“Payment Amount”) in respect of each sale of your Listings on Our Site or any of the preferred third party sites which we permit to advertise and sell your Listing (“Relevant Sales”).
9.4. We agree to keep you informed of all sales of your Listings so as to enable you to fulfil all such orders. Via your account you may at any time view a real-time display of your Listings sold during a particular period, the Fees paid in relation to the Relevant Sales during that period, and the accrued Payment Amount thereon to which you are entitled during that period. The Relevant Sales displayed is the gross commission with the Payable Amount.
9.5. You may, via your account, request payout (by clicking on the ‘Request Payout’ button within your account) of the Payment Amount for any period where you have earned at least £150.00 (subject to applicable currency exchange rates) and we shall pay the Payment Amount within 30 days from you requesting via the payment method associated with your account. The payment methods we accept to make transfers include PayPal (for which we need your PayPal email), or where agreed by us, by bank transfer.
9.6. We retain the right to retain, and set off all or part of Payment Amounts we owe to you against any monies you owe to us.
9.7. Unless legally required, or unless you expressly request and authorise us to refund a customer where we have not yet forwarded you the Fees, we shall not be responsible for issuing refunds to customers for the purchase of your Listing. We may however refund customers where we are legally required to do so and you agree to indemnify us on demand in relation to the same.
10. Intellectual Property
10.1. Subject to clause 10.2, we (or our licensors, where applicable) own the rights in Our Site and any content and materials published on it. These Terms do not give you any rights therein. You may not copy, reproduce, rent, sell, publish, republish, share, distribute, sub-licence, broadcast or otherwise transmit Our Site or any content on it (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 and you shall not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Site or its supporting software.
10.2. You (or your licensors, as appropriate) retain ownership of your Listings and all intellectual property rights subsisting therein. By submitting a Listing, you grant us an unconditional, non-exclusive, fully transferrable, royalty-free, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, modify, reproduce, distribute, translate, prepare derivative works from, display, perform, and sub-licence that Listing for the purposes of operating and promoting Our Site and your Listing (including on our social media channels and third party partner platforms), and selling your Listing.
10.3. By submitting or publishing a Listing, you warrant and represent that your Listing is original to you (or to licensor who gave you permission to publish the Listing) and that nothing therein has been copied completely, wholly or significantly from anywhere else, and that all rights in your Listing are owned solely, exclusively and absolutely by you (or your licensor), that you are free to license the same to us, and your Listing will not infringe the rights of any third party. You agree to reimburse us for any losses or expenses incurred by us if the warranties and representations in this clause 10.3 prove untrue or incorrect.
11. Applicable Laws. Each party warrants to the other that it will comply with all applicable laws, legislation, codes and statutes from time to time in force with respect to its obligations under these Terms.
12. Suspension, Removal and Termination
12.1. You must immediately remove a Listing if the Listing is no longer available. If you wish to remove a Listing from Our Site, you may do so by going into your ART account, and clicking on the “Publish Course” link on the side menu of your dashboard then clicking “Take Offline” to suspend or remove the course from being accessible publicly online. After taking this step, you will need to make a request for a full removal of the content from Our Site if you wish to delete the content permanently. Such request should be sent to firstname.lastname@example.org and it could take up to 14 working days before your request is processed. Please note, however, that caching or references to your Listing may not be made immediately unavailable (or may not be made unavailable at all where they are outside of our reasonable control).
12.2. In some limited circumstances, we may need to suspend the availability of Listings for reasons including, but not limited to, fixing technical problems on Our Site and we shall have no liability therefor.
12.3. You may end the contract between us at any time if we have informed you of a forthcoming change to our services, or to these Terms that you do not agree to. In all other cases, you must provide us with 60 days written notice to end this contract, following which we shall deactivate your account and remove the availability of your Listings from Our Site (and procure their removal from any of our preferred third-party platforms).
12.4. Either party may terminate this contract by giving written notice to the other party if that other party: (a) commits any materials breach of any of the provisions of this contract and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied; (b) becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets, or any other event analogous to the foregoing in any jurisdiction; or (c) ceases, or threatens to cease, to carry on business.
12.5. We may terminate this contract at any time and for any reason, including in the event that in our sole discretion the publishing of your Listings could have a detrimental impact on our business activities, reputation or goodwill.
12.6. We reserve the right to suspend or terminate your Listing and your access to Our Site if you breach the provisions of these Terms, or if you breach the provision of your own terms and conditions with respect to the provision of your Listings to customers, or if any customer complaints are made about you or your business. In addition, we may take one or more of the following actions:
12.6.1. issue you with a written warning;
12.6.2. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
12.6.3. take further legal action against you as appropriate;
12.6.4. disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
12.6.5. any other actions which we deem reasonably appropriate (and lawful).
12.7. We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these Terms.
12.8. Notwithstanding any removal, suspension, discontinuation or termination of this contract or your courses or any Listing, you must never remove or discontinue a course before its listed expiration date and you must always unconditionally honour and fulfil any and all customer contracts entered into with regard to the Listing (and any content purchased in relation thereto) before such removal or termination.
13. Liability and Indemnity
13.1. To the fullest extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, sales, business, revenue, interruption to business, for any loss of business opportunity, goodwill or reputation, loss of anticipating savings, loss or corruption of data or information, pure economic loss, or for any indirect or consequential loss arising out of or in connection with this contract, the publication of any Listing, or the sale or provision of your courses.
13.2. We shall not be responsible for the provision of inaccurate or misleading information provided by any customer to us who purchases your courses.
13.3. Subject to clause 13.4, our total liability to you for all other losses arising out of or in connection with this, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £100 (one hundred pounds).
13.4. Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents, or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
13.5. You agree that you are solely and exclusively responsible for the provision and delivery of your courses (or for procuring the provision and delivery of your courses by the delivery provider, if you are reselling on behalf of another party) and for your Listing (and the content thereof) and you will be liable to us and will, to the fullest extent permissible by law, indemnify us on demand for any breach of these Terms and any liability which we may incur by reason of us being held out as your agent and any fault or defect in in relation to your Listing, the provision or delivery of your courses, any actual or alleged infringement of intellectual property rights, or any customer claim against us in relation to the same (whether in relation to your course not complying with your customer terms and conditions, or being fit for purpose or confirming to its description or otherwise) and any damages, costs, losses, claims, demands and expenses arising out of or in connection with that liability.
13.6. You agree to indemnify us against any costs, liability, damages, loss, claims or proceedings arising out of your breach of these Terms.
13.7. Neither party shall be liable to the other or be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of that party’s obligations if the delay or failure is due to any cause beyond that party’s reasonable control.
14. Protection and Processing of Personal Data
14.1. Both parties will comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (the “Data Protection Legislation”). This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. (In this clause 14, Data Controller, Data Processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: shall have such meanings as are defined in the Data Protection Legislation).
14.2. The parties acknowledge that to the extent that either party processes personal data for which the other party is the Data Controller, this clause 14 shall apply.
14.3. The scope, nature and purpose of processing by each party, the duration of the processing and the types of personal data and categories of data subject shall be as follows:
14.3.1. Subject matter and duration: for the performance of this contract and any contract between the customer and you/us in relation to your Listing;
14.3.2. Nature and purpose of processing: as necessary to perform the contract (and any contract between the customer and you/us in relation to your Listing);
14.3.3. Types of personal data: may include but not be limited to customer name, contact details, professional information, customer ID;
14.3.4. Data subjects: customers, prospective customers and other content suppliers.
14.4. Without prejudice to the generality of clause 14.1, the Data Controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Data Processor (or collection of the personal data by the Data Processor on the Data Controller’s behalf) for the duration and purposes of this contract so that the Data Processor may lawfully use, process and transfer the personal data in accordance with this contract on the Data Processor’s behalf.
14.5. Without prejudice to the generality of clause 14.1, the Data Processor shall, in relation to any personal data processed in connection with the performance by the Data Processor of its obligations under this contract:
14.5.1. process that personal data only on the documented written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Data Processor and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Data Processor is relying on Applicable Laws as the basis for processing personal data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
14.5.2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
14.5.3. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
14.5.4. the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer;
14.5.5. the data subject has enforceable rights and effective legal remedies;
14.5.6. the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
14.5.7. the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the personal data;
14.5.8. assist the Data Controller, at the Data Controller’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
14.5.9. notify the Data Controller without undue delay on becoming aware of a personal data breach;
14.5.10. at the written direction of the Data Controller, delete or return personal data and copies thereof to the Data Controller on termination of this contract unless required by applicable law to store the personal data; and
14.5.11. maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and immediately inform the Data Controller if, in the opinion of the Data Processor, an instruction infringes the Data Protection Legislation.
14.6. The Data Controller consents to the Data Processor appointing third-party processors of personal data under this contract. The Data Processor confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which the Data Processor confirms reflect the requirements of the Data Protection Legislation. As between the Data Controller and the Data Processor, the Data Processor shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 14.
14.7. Either party may, at any time on not less than 30 days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this contract).
14.8. Without prejudice to the preceding provisions of this clause 14, the Data Processor shall provide to the Data Controller on request a copy of all personal data held by it pursuant to this contract, in the format and on the media reasonably specified by the Data Controller, and shall promptly inform the Data Controller if any such data is lost or destroyed or becomes damaged, corrupted, or unusable.
15. Events Outside of Our Control. We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual, or preparations for war), pandemic, epidemic or other natural disaster, or any other event that is beyond our reasonable control.
16. Other Important Terms
16.1. Entire Agreement. These Terms contain the entire agreement between us and you with respect to its subject matter. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
16.2. Relationship of the Parties. Nothing in these Terms shall be construed to place the parties in the relationship of partners, employer and employee, or joint venturers. Except as expressly provided for in these Terms, neither party shall have the right or power to obligate or bind the other in any manner whatsoever.
16.3. Assignment. We may transfer (assign) our obligations and rights in these Terms to a third-party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights hereunder will not be affected and our obligations hereunder will be transferred to the third-party who will remain bound by them. You may not transfer (assign) your obligations and rights hereunder without our express written permission.
16.4. Third-Party Rights. These Terms are between you and us. They are not intended to benefit any other person or third-party in any way and no such person or party will be entitled to enforce any provision of these Terms.
16.5. Severance. If any of the provisions of these Terms are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, those provisions shall be deemed severed from the remainder of these Terms, which shall be valid and enforceable.
16.6. Waiver. No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
16.7. Notices. Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission, or 9am on the next business day if sent outside business hours.
16.8. Variation. We may revise these Terms from time to time, including in response to changes in relevant laws and other regulatory requirements. If we change these Terms as they relate to the any commission structure, we will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.
16.9. Governing Law. These Terms, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
16.10. Jurisdiction. Any disputes concerning these Terms, the relationship between you and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England.