1.1 Agreement: the agreement between the Company and Shareholder in relation his investment in the Company via Yielders.
1.2 AML Laws: all laws, regulations, and obligations imposed upon us through statute or by our regulators, to complete checks against you to verify your identity, address and source of funds, including but not limited to legislation governing the proceeds of crime, terrorism and money laundering that are in force at the date of the Terms, when you become a Registered User of the site, as amended from time to time, including but not limited to the Money Laundering Regulations 2007 (as amended).
1.3 Capital Growth: the net growth in the value of the asset owned by a Company or the shares of a Company as the case may be, calculated in accordance with clause 10.5.
1.4 Company: a special purpose limited company incorporated for the purpose of acquiring, holding and managing an asset shown on the site as detailed in a given Company Pitch.
1.5 Company Pitch: information about an asset to be owned by a Company displayed on the site for investment by a Registered User.
1.6 Company Shares: shares in a Company.
1.7 Confirmation Email: email confirmation / notification on the Platform at the expiry of the Offer Period that completion in accordance with the Agreement has taken place and you are now a Shareholder of the Company.
1.8 E-wallet: a segregated account held with Mango Pay (www.mangopay.com).
1.9 Funding Goal: the target level of funding required for a given Company Pitch.
1.10 Holding E-wallet: a segregated account held with Mango Pay (www.mangopay.com) allocated to a specific Company to be used as the account where all Investment Funds will be placed before being separated into further designated E-wallets for the purposes of the particular Company and Shareholder.
1.11 Investment Funds: the total amount of funds you invest in Company Shares plus all ancillary costs and fees as detailed in the Company Pitch, Prospectus and Terms.
1.12 Investment: your acquisition of Company Shares in exchange for payment of the Investment Funds.
1.13 Login Details: your username, email address and secure password required pursuant to the security specifications of the site in respect of your membership to the site.
1.14 Offer Period: as defined in clause 8.4.
1.15 Order: an irrevocable order for Company Shares.
1.16 Overseas Shareholders: persons who are resident, or citizens or nationals of, jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions or companies which are incorporated or registered outside the United Kingdom.
1.17 Platform: the crowd funding platform owned and managed by Yielders where Registered Users may register and invest in Companies and become Shareholders.
1.18 Proceedings: the meaning given to it in clause 17.3(a).
1.19 Prospectus: a document summarising the terms and basis upon which you may become a Shareholder in a given Company and your rights and obligations in respect of the same.
1.20 Registered User: a potential investor registered on the site and thereby permitted to invest in Companies via the Platform.
1.21 site: www.yielders.co.uk
1.22 Shareholder: an investor in a Company via Yielders.
1.24 Top Yielders: the initial Shareholders of a given Company.
1.25 Yielders: Yielders Limited of The Old Police Station, 82 High Street, Golborne, Warrington, WA3 3DA.
2.1 These Terms (together with the documents referred to in it) explain how you may become a Shareholder and how to use and register on Yielders’ Platform via the site.
2.2 The site provides you with information on assets and / or companies which you may invest in by acquiring shares in a Company.
2.3 Please read these Terms carefully before you start to use the site, as they will apply to your use of the site and the Platform. We recommend that you print a copy of these Terms for future reference.
2.4 By using the site or registering on the Platform, you confirm that you have read, understood and accepted these Terms and that you agree to comply with them.
2.5 If you do not agree to these Terms or are not permitted to do so for any reason, you must not use the site.
2.6 References in these Terms to “we”, “us” and “our” mean Yielders.
2.7 References to “you” and “your” mean a Registered User, Shareholder (or Overseas Shareholder if applicable) on the site.
3.1 These Terms refer to the following additional terms and policies, which also apply to you and your use of the site:
4.1 The site is operated by Yielders Limited. We are registered in England and Wales under company number 09757611 and have our registered office at The Old Police Station, 82 High Street, Golborne, Warrington WA3 3DA. Our main trading address is The Old Police Station, 82 High Street, Golborne, Warrington WA3 3DA. Yielders is a trading style of Yielders Limited. Yielders Limited is not VAT registered. If this changes, this page and the site will be updated accordingly.
Yielders Limited is directly authorised and regulated by the Financial Conduct Authority (745636)
4.3 Yielders Limited is registered with the Information Commissioner’s Office with registration number ‘ZA146401’.
4.4 Yielders Limited owns registered trademark number ‘UK00003135269’.
5.1 We make no guarantee of any specific results from entering into an investment in a Company on the site including any net income and/or the capital return realised.
5.2 The investments on the site may not be suitable for all investors and if you are in any doubt as to the suitability of the investments, you should seek independent financial advice. Please note that by proceeding with an investment, you are confirming to us that you have sought independent financial advice and are content to proceed with the investment and all risks associated with it.
5.3 Any information, commentary, figures, percentages, indications, estimations or any other material contained on the site provided via the site or directly to people who wish to engage with the Platform in relation to any of the opportunities described on the site is provided by Yielders in the form in which such information has been provided to Yielders and Yielders takes no responsibility for and assumes no liability in relation to such information (including its accuracy), which is a matter for the parties making the information available in the first instance. Some of the information featured on the site is provided by third parties and accordingly Yielders does not accept any responsibility and disclaims any and all liability for any such information (including the accuracy of such information) featured or views and opinions expressed on the site.
5.4 Yielders is not, by virtue of making information available on the site (or any other information provided by Yielders), providing advice to you or any person in relation to the quality or viability of any property or investment, nor does Yielders provide general or specific investment advice. Any decision to invest in a Company advertised on the site is solely your own. If you are considering potential investment opportunities featured on the site, you should carry out your own due diligence in respect of such opportunity and make your own commercial assessment of an investment opportunity after seeking the advice of an appropriately authorised independent financial advisor. You are encouraged to take your own independent legal and taxation advice, together with any other advice you consider necessary in order to consider the benefits and risks attached to an investment opportunity.
5.5 Yielders reserves the right to require you to sign an undertaking that you are either a retail investor, high net worth or a sophisticated investor within the meaning of the Financial Services and Markets Act 2000 (Financial Promotions Order 2005 (as amended) and / or that you have taken the advice of an appropriately authorised and qualified person before obtaining any funder information and before being permitted to enter into any investment opportunity.
5.6 The value of any investment, including an investment in the share capital of any company or in any asset can go down as well as up and Shareholders may lose all or part of the money they invest. Whilst investment opportunities will generally be secured against real property, Shareholders must understand that there are risks associated with investments generally, including real estate investment, such as economic factors which can affect (positively and negatively) market values of the same.
6.1 To become a Shareholder in a Company, you must register your details on the site and confirm your acceptance of the Terms (with the exception of the Agreement for the purposes of registration) to first successfully become a Registered User at http://www.yielders.co.uk/ and meet the following requirements (as they may be applicable to you) and warrant to us that:
6.2 In order to successfully register with us, you must provide Login Details for your membership on the Platform. Your Login Details will be specific to your membership to the site.
6.3 The following clauses explain how your Login Details are to be used and the terms applicable to them:
6.4 We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
6.5 Once you are registered on the site, we will carry out identity and fraud checks on you and where applicable on you as a proprietor, member or director of your business and on other members, or directors of the business. We use our own internal guidelines and policies when assessing applications but have complete discretion as to whether to allow you to be a Shareholder on the Platform. We may ask you to submit details of passports or other identification documents, bank details plus a utility bill and anything else we may reasonably request in order to confirm your identity and verify your source of funds.
6.6 If the information you supply is insufficient to confirm your identity, enable fraud checks to be carried out, or satisfy our anti-money laundering requirements required of us pursuant to the AML Laws (and if any further information or documents which we may, at our sole discretion, request from you, are not supplied to our satisfaction) you may not be able to invest through the Platform and your registration will be refused or terminated.
6.8 If your registration is approved by us, you will be entitled to make Orders to acquire Company Shares through the Platform. We may, however, at our absolute discretion refuse to permit you to invest in any or all Company’s advertised on the Platform at any time and for any reason. We also reserve the right to withdraw advertised Company’s from the Platform at any time for any reason without any liability to you.
6.9 You may only invest using your Login Details and you must ensure that all Orders for the subscription of Company Shares are made exclusively on your own behalf.
6.10 Please note that successful registration will be dependent on completion of satisfactory background checks and requests for further information may be requested as and when requested in order that we may be satisfied of your eligibility and compliance with legislation on an ongoing basis.
6.11 If you do not accept the Terms (with the exception of the Agreement for the purposes of registration), you will not be permitted to continue using the site, Platform or become a Registered User for the purposes of investing in Companies via Yielders.
7.1 The site is only intended for use by persons resident in the United Kingdom and, subject to clause 7.2 below, Shareholders from other jurisdictions warrant that they agree with the terms of this clause and the applicable provisions of the Terms.
7.2 The site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the site is intended or authorised to be made inside or to any resident of the United States of America.
7.3 Overseas Shareholders may be affected by the laws or regulatory requirements of the relevant overseas jurisdiction in relation to investments in a Company.
7.4 It is the responsibility of any Overseas Shareholder wishing to subscribe for Company Shares to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with said subscription, the holding of shares and the use of the site and Platform, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in any such jurisdiction in respect of the Overseas Shareholders’ Investment into a Company.
7.5 The Overseas Shareholder agrees to indemnify Yielders (and any person acting on its behalf) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by arising out of or in connection with any breach of this clause 7).
7.6 We may not accept any Order to subscribe for Company Shares by an Overseas Shareholder unless such Overseas Shareholder confirms in writing that:
7.7 It is the responsibility of any Overseas Shareholder to meet any taxes, charges, banking fees, currency exchange fees, foreign exchange rate charges or any other costs in making a subscription through the site and we reserve the right to refuse to issue shares to an Overseas Shareholder until the relevant subscription amount is received in full in pounds sterling in the Company’s Holding E-wallet.
8.1 The site and / or Platform will publish a Company Pitch based on which you may acquire Company Shares in a Company.
8.2 Among other information, the Company Pitch will state or provide access to:
8.3 You may select any Company Pitch that you are interested in from the Platform on the site, but should take independent legal, financial and taxation advice in relation to the Company Pitch, including the terms of the Prospectus to consider the benefits and risks in relation to the same, before doing so.
8.4 You will be entitled to place an Order to subscribe for Company Shares advertised in a Company Pitch during a period ending on the earlier of:
8.5 You acknowledge and agree that Yielders may not process an Order if it is placed immediately after the Company Pitch reaches the Funding Goal or the expiry of the Offer Period, and before the site showing said Company Pitch has been updated to confirm the same.
8.6 The process for placing an Order and subscribing for Company Shares pursuant to a Company Pitch during an Offer Period is as follows:
8.7 If a Company Pitch reaches its Funding Goal and you have placed an Order, an Agreement shall subsist between you and the Company to transfer the Investment Funds to the Company. Accordingly, we will release the Investment Funds, on your behalf, from the Company holding E-wallet to your Company E-wallet, stamp duty E-wallet, Yielders’ fee E-wallet and any other applicable E-wallet relevant to the asset and Company, in exchange for you being issued the Company Shares.
8.8 For the avoidance of doubt, your Order will not be transferred to any other Company Pitch.
8.9 Once you are a Shareholder of a Company, you, along with the other Shareholders, will have certain rights in respect of the Company and its asset as detailed in the Agreement.
8.10 By placing an Order, you are agreeing that:
8.11 Nothing will be deemed to be an acceptance by us of your Offer until we confirm in writing.
8.12 If you do not accept the Agreement, you will not be permitted to acquire Company Shares via Yielders.
9.1 For the purposes of this clause:
9.2 If you register onto the site as a High Net Worth Individual and/or Sophisticated Investor you are confirming to us and warranting that you meet the requirements set out at Schedule 5 Part I and/or Part II of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and that you have printed, signed and retained a copy of that certificate for your records.
9.3 A copy of the certificate must be delivered to us prior to any Offers being made by you.
10.1 The payments detailed in this clause will be payable to Yielders as the owner of the site and Platform or as director of the Company as the case may be.
10.2 You will be charged an incorporation and administration fee of 2.5% of your Investment in the Company you choose to invest in. This fee will only be applicable when the Company is first incorporated and charged only to the Top Yielders.
10.3 We (or a member of our group) will charge each Company a management fee of 10% of the monthly gross rental income earned by it.
10.4 With the exception of Top Yielders, each time a Shareholder re-lists shares in a Company for sale on the Platform, a £50 re-listing fee will be charged to the selling Shareholder.
10.5 We will charge the Company a fee of 15% (plus VAT if applicable) of the Capital Growth, which will be determined by an expert listed on Yielders’ panel of experts and will be the difference between the value of the initial share capital of the Company or the value of the asset owned by the Company at the time of its acquisition and the value determined by said expert, taking into account all outstanding applications / matters applicable to the asset or shares or pending at the time of the valuation and which may increase the value of said asset or shares over a period of thirty-six (36) months following the disposal of the asset owned by the Company, sale of the Company or removal of Yielders as director of said Company.
10.6 You acknowledge that ancillary charges, costs or fees may be payable to third parties in connection with the Company and you acknowledge that such charges or fees are not associated with these Terms. You warrant to us that you will pay any such fees or charges on demand and will indemnify and hold Yielders harmless against any loss, liability, cost or expense it may occur resulting from the same. You irrevocably authorise and instruct Yielders to deduct (as settlement) any sums payable by you to us in accordance with these Terms from any amounts to which you are entitled to receive out of any distribution (including but not limited to any dividends) by the Company or any sale proceeds generated by the sale of your Company Shares.
10.7 Yielders reserves the right to impose any further fee or charge for its services to a Shareholder in the future, and will do so by providing one months’ advance written notice by email or on the Platform of the proposed charges or fees and any variation of the same.
10.8 Payment of all fees will be taken from the payment details you provide when you complete the registration form when registering on the site as a Registered User. Credit card payments are not accepted.
11.1 We are required, under the Financial Conduct Authority’s (“FCA”) rules to allocate and notify you of your client classification (unless we agree otherwise in writing). Accordingly, all Shareholders will be classified as retail clients (as defined by the FCA in its rules and handbook) unless they expressly request to be treated as a professional. By using the site and Platform, you agree to provide to us any information that we require in order that we may comply with the FCA’s client categorisation rules.
11.2 In accordance with clause 11.1, all Shareholders have the benefit of the standard complaints procedures afforded to clients of FCA authorised firms. Shareholders may refer any complaint to the Financial Ombudsman Service. However, Shareholders may not make a claim to the Financial Services Compensation Scheme in the event that a Company fails.
11.3 You acknowledge that Yielders will not supply confirmations of any orders, and or resulting transactions other than what is stated in the Confirmation Email sent by Yielders in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1., which you agree shall be a sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions.
12.1 You should be aware that investing through the site will result in your Investment in a Company incorporated for the sole purpose of holding legal title to an asset. You will receive Company Shares in exchange for your Investment which will be issued subject to the articles of association of the Company which will be available on the Platform.
12.2 Investing in start-up limited companies and in any assets carries certain risks, which can include illiquidity, a potential lack of dividends, loss of Investment and dilution, and it is your responsibility to satisfy yourself that this risk is acceptable to you. You acknowledge that making an Investment should be done only as part of a diversified portfolio. This means that you should invest in relatively small amounts in multiple Company’s rather than one or two. Further, you should only invest a small proportion of your investable capital in start-up business with the majority of your investable capital invested in safer, more liquid assets. Please note that this does not constitute investment advice.
12.3 Yielders and the site offers no guarantees or assurances as to any income, capital growth or other financial gain through your investment in a Company and asset prices can go down as well as up.
12.4 You may sell your Company Shares at any time after the expiry of the initial term specified in the Company Pitch, Prospectus and Agreement, provided such sale is completed through Yielders. In respect of such sale, Yielders will charge you a fee of £50. We do not offer any assurance or guarantee that your Company Shares will be sold and such sale will be subject to you or Yielders finding a willing buyer for the shares at the relevant price. We do not underwrite or guarantee the price or liquidity of any onward sale of shares, however, confirm that we will use all reasonable endeavours to sell the Company Shares on your behalf.
12.5 We will provide you with the Company’s incorporation documentation and a copy of the relevant Prospectus. We strongly advise you carry out your own due diligence on the Company Pitch offered through the site, including (but not limited to) the proposed Prospectus and Company incorporation documents in order to ascertain the risks involved.
12.6 Asset prices can go up and down and can vary from asset to asset. These factors can in turn influence asset prices and can make them more or less susceptible to negative growth.
12.7 By investing in an asset through us, you acknowledge that you may not get your money back if the asset price falls. As such, you acknowledge that by virtue of these terms we are warning you that you should not invest any more money that you are able to afford to lose without altering your standard of living.
12.8 Any investment you make will be illiquid as further sale of shares is not guaranteed. It will therefore be dependent on the sale of the asset at the end of the term of your investment.
12.9 If an asset owned by the Company you hold shares in is a property that receives rent, this will be paid to you and the other shareholders of the Company in the form of dividends, net of any fees, costs and expenses payable. In the event that the property does not produce rent or the amount of rent received is less than the amount of fees, expenses and costs payable, no dividends will be paid. As such, there is a risk that you will not see a return on your investment. Past performance should not be used as a reliability indicator as future potential is unknown and is independent of past performance.
12.10 Information provided about the asset and Company as well as projections of future performance are based on the internal calculations and opinions of Yielders based on information provided to us. They are subject to change at any time and influenced by third party factors outside of our control. Forecasts are not reliable indicators of future results and should not be relied upon.
13.1 We accept payment by debit card and bank transfer in British pounds. Credit card payments are not accepted. All conversion or transfer fees in respect of currency exchanges shall be borne by you.
13.2 Investment Funds in respect of a Company will be held in a segregated E-Wallet with Mango Pay (www.mangopay.com). However, please note that your funds are not protected by the Financial Compensation Scheme.
13.3 Upon the completion of an asset acquisition becoming imminent, any funds held in the Company Holding E-wallet will be transferred to the relevant solicitors acting on behalf of the asset acquisition to complete the purchase.
13.4 Any remaining funds will be transferred to the Company E-wallet and used for costs and expenses associated with the asset or the Company.
13.5 You acknowledge that no interest will be paid on any sums in any E-wallet. To avoid bank charges being passed on to the Company, the Company may from time to time receive interest payments in respect of the E-wallet, which shall be donated to a charity of Yielders’ choosing, and you agree and undertake that Yielders shall be under no obligation to pass on such interest payments to you.
13.6 No interest shall be payable on any Investment Funds or other sums returned to you (either by cancellation or otherwise).
13.7 All payments made to you from time to time will be made to your Company E-wallet and such sums shall be held in your Company E-wallet on your behalf until you either (but subject to any restrictions in the articles of association of the Company):
14.1 You acknowledge that our affiliates, and/or the proprietors, officers or employees of Yielders and/or such affiliates may consider expressing an interest or subscribing for Company Shares. If you become aware of this, you agree not to rely upon the same in making a decision whether to invest in a Company, and you confirm that any decision to invest in a Company is not based upon any representation, information, action, omission or otherwise of Yielders, its subsidiaries or affiliates or the proprietors or employees of Yielders, its subsidiaries or its affiliates.
14.2 You must ensure that arrangements are put in place for your next of kin to be informed of any Order, Investment and the Platform’s investment process, and that instructions are provided to enable Yielders to manage your Investment on the occurrence of your death, insolvency or incapacity. Yielders accepts no responsibility or liability through your failure of not having in place such an arrangement.
15.1 You acknowledge that, as a consequence of becoming a Shareholder of a Company, you shall be subject to the provisions of the Company’s articles of association and the Agreement which will include certain restrictions on the Company Shares issued and certain rights and obligations will attach to such Company Shares and be binding on you.
16.1 Pursuant to COBS 15 Annex 1 rule 1.10, your Investment falls under the exemption to COBS 15. Therefore, the Consumer Protection (Distance Selling) Regulations 2000 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.
16.2 You acknowledge and confirm that as a result, the statutory 14 working day cancellation rights contained within the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will be unavailable to you in respect of any Order or Investment via Yielders.
17.1 You warrant to us that all information you provide to us from the moment you commence your application to become a Registered User is true, accurate and complete in all respects and that you will update us if any of the information you provide to us changes.
17.2 In respect of any Order or Investment, you agree and warrant that:
17.3 You further warrant to us that:
17.4 If you or any person for whom you may be vicariously liable is affected by any Proceedings, or the threat of them, then Yielders will take the appropriate steps to facilitate your exit from any and all Companies you are a Shareholder of, in accordance with the provisions of articles of association of those Companies.
18.1 You are responsible for any taxation payable in respect of any payments you receive from us, the site, or the Company you invest in and you warrant and will indemnify us against any taxes, charges or claims made against us in respect of the non-payment of your individual tax and other social security liabilities.
18.2 We do not provide tax advice and you should seek independent tax advice before investing if you are unsure of your position.
18.3 It is your own responsibility to ensure your tax returns are completed accurately and filed within the required deadlines and tax is paid correctly. If you are unsure of how to do this, you must seek independent financial advice before you invest through us. Each Company you invest in will be subject to payment of corporation tax. Returns you receive will be paid to you net of any corporation and other taxes applicable. Please also take independent tax advice in respect of any potential capital gains tax.
19.1 Yielders may terminate these Terms at any time in the event that:
19.2 In the event that these Terms are terminated pursuant to this clause, all costs incurred by Yielders must be indemnified by the breaching party.
20.1 You agree and confirm to us that you accept and authorise us to serve any written communication on you electronically on the Platform or using the email address associated with your Login Details.
20.2 You agree to these electronic means of communication in respect of the site and any Company you have invested in and you acknowledge that all contracts, notices, information, documents and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
20.3 The provisions of this clause do not affect your statutory rights.
21.1 We have the right to revise and amend these Terms from time to time.
21.2 You will be subject to the policies and Terms in force at the time you apply to become a Registered User of the site as amended from time to time by Yielders or any change to those policies or these Terms is required by law or (in which case it will apply to Orders previously placed by you. We will notify you of the change to those policies or these Terms before we confirm your membership as a Registered User of the site in which case we have the right to assume that you have accepted the change to the Terms.
21.3 It is your duty to ensure you keep up to date with changes to the Terms which we will keep updated on the site.
23.1 All notices served on us must be in writing and served on us at our address registered with Companies House from time to time. We do not accept any notice electronically or by fax.
23.2 Notices will be deemed to be received:(a) two clear working days after posting by recorded, special or registered post by Royal Mail; (b) when received by a statutory director of Yielders if posted by any other means.
24.1 A waiver of any right or remedy under the Terms or by law is only effective if it is given in writing and is signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
24.2 A failure or delay by any person to exercise any right or remedy provided under the Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
24.3 No single or partial exercise of any right or remedy provided under the Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
24.4 A party that waives a right or remedy provided under the Terms or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
25.1 Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
26.1 Your membership to Yielders is non-transferable, and the provisions of the Terms shall not be assigned, transferred, mortgaged, charged or otherwise encumbranced without the written consent of Yielders.
If any provision or part-provision of the Terms or any provisions of any other document featured on the site become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.
If the Terms are translated into any language other than English, the English language version shall prevail.
29.1 The Terms and any dispute or claim arising out of or in conssnection with them or their 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.
29.2 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 the Terms or their subject matter or formation (including non-contractual disputes or claims).