Terms & Conditions

1 DEFINITIONS AND INTERPRETATION
In this Agreement unless the context requires otherwise:
1998 Act means the Data Protection Act 1998, including any modification, consolidation, re-enactment and any secondary legislation or regulation made under it;
Additional Charges means the charges payable by the Client for Additional Services;
Additional Services means any services provided by Results Based Marketing Ltd to the Client in addition to the Services as set out in clause 9;
Affiliate means any subsidiary company of Results Based Marketing Ltd, or the Client, as appropriate, any holding company of Results Based Marketing Ltd, or the Client, as appropriate and any subsidiary of such holding company, ‘subsidiary company’ and ‘holding company’ having the meanings as defined in the Companies Act 1985;
Agreement means together, the details on the front of this document and these terms and conditions;
Charges means the Charges and the Additional Charges as appropriate payable as set out in this Agreement exclusive of
Value Added Tax payable from the Commencement Date;
Client means the sole trader, partnership or limited liability company client of Results Based Marketing Ltd set out on the front page of this document in this Agreement;
Client Database means a database of customers or potential customers of the Client provided by the Client;
Commencement Date means the commencement date specified on the Agreement (or, where no commencement date is specified, the date of the Agreement);
Confidential Information means information of a confidential nature belonging to either party including but not limited to trade secrets, business dealings, transactions or affairs of either party to the Agreement which may come to the notice of the other party or any of its Affiliates during the Agreement and any information relating to the technologies and products being used to develop the Services made available by Results Based Marketing Ltd to the Client;
Content means the contents of and any material of whatever nature contained in any brochure, catalogue, e-mail, e-mail attachment, tele-sales script product description, Microsite or all other content written, obtained, sent or forwarded by or on behalf of the Client in using all or any of the Services or the Additional Services;
Fixed Term means the fixed period shown on the front sheet of this Agreement starting on the Commencement Date;
Fixed Term Charge means the charges for the provision of the Services;
Frequency means the agreed frequency of B2B marketing campaigns
IPR means the intellectual property rights, copyright, patents, trade marks, service marks, design right, format rights, look and feel, know how, confidential information, moral rights, rights of privacy or publicity, domain names and any other intellectual or industrial property rights (whether registered, registerable or not and including any applications to register the same) wherever in the world enforceable, including any renewals of registrations of the same;
Passwords means the confidential and exclusive passwords supplied by Results Based Marketing Ltd to the Client
Services means the B2B Marketing Services
Target Market means those selected from Results Based Marketing Ltd’s database by Results Based Marketing Ltd
Working Day means 9am to 5pm Monday to Friday excluding Public Holidays in the United Kingdom;
Results Based Marketing Ltd means Results Based Marketing Ltd;
Results Based Marketing Ltd Website means www.resultsbm.com where the Client may obtain access to the Services or any other website now or in future operated by Results Based Marketing Ltd for the provision of the Services.

2. PROVISION OF THE SERVICES
2.1 In consideration of the Client paying the Charges in accordance with this Agreement Results Based Marketing Ltd shall provide the Services to the Client in accordance with this Agreement.

3 DURATION OF AGREEMENT
3.1 The Agreement shall commence on the Commencement Date and shall continue for the Fixed Term at the expiry of which it shall automatically terminate.

4. CHARGES AND PAYMENT
4.1 The Charges shall be exclusive of Value Added Tax or any other taxes subject to UK tax legislation.
4.2 All Results Based Marketing Ltd invoices are due and payable on seven days credit.
4.3 The Client’s obligation to pay the Charges is not dependent on the number of sales opportunities generated by Results Based Marketing Ltd on the Client’s behalf.
4.4 Results Based Marketing Ltd may undertake appropriate credit checks on the Client before providing the Services and the Client shall provide all assistance and permissions reasonably required to undertake such checks. Results Based Marketing Ltd reserves the right to cancel this Agreement without penalty at its sole discretion following receipt of the result of such checks.
4.5 Payment of all Charges, expenses and other payments (including any Additional Charges) shall be made in full and free from any deductions, rights of set-off, counterclaims or liens.
4.6 In the event of late payment by the Client and in addition to and notwithstanding any provisions and remedies for late payment contained in this Agreement or otherwise Results Based Marketing Ltd may also choose to terminate or suspend performance of this Agreement.
4.7 If Results Based Marketing Ltd terminates this Agreement, due to the Client's default or breach, any and all outstanding sums payable to Results Based Marketing Ltd under this Agreement will immediately become due and payable in full.
4.8 Payments which are not received when payable will be considered overdue and will remain payable by the Client together with interest for late payment from the date payable at the rate of 4% per annum above the base rate for the time being of Lloyds TSB plc. This interest will accrue on a daily basis and be payable on demand.

5. RESULTS BASED MARKETING LTD RESPONSIBILITIES
5.1 Results Based Marketing Ltd shall use its reasonable endeavours to deliver the Services by the due dates (if any) set out in this Agreement. In the delivery of the Services time shall not be of the essence for the purposes of this Agreement.
5.2 Results Based Marketing Ltd shall use all reasonable endeavours to ensure that its staff and associates comply with any relevant site rules and regulations notified to Results Based Marketing Ltd in writing when at the Client’s premises.

6 CLIENT RESPONSIBILITIES
6.1 The Client must provide Results Based Marketing Ltd with the Content in agreed format and on the agreed medium for the Services within 10 days of the Commencement Date.
6.2 The Client accepts sole responsibility for all Content in any material arising from its use of the Services or Additional Services.
6.3 The Client shall use all reasonable endeavours:
6.3.1 to co-operate with Results Based Marketing Ltd in order to facilitate the timely provision of the Services;
6.3.2 to ensure that the Client’s employees comply with Results Based Marketing Ltd site procedures and regulations notified to the Client in writing when at Results Based Marketing Ltd’s premises;
6.3.3 to keep all Passwords secret and to take all necessary precautions to prevent them being used by or known to an unauthorised party or persons or from being used for any unauthorised or fraudulent purpose;

7. DELAY BY CLIENT
7.1 If any delay or failure in the Client’s performance of the Client’s obligations under this Agreement, causes Results Based Marketing Ltd delay in the performance of its obligations under this Agreement and/or causes Results Based Marketing Ltd to incur additional costs then Results Based Marketing Ltd shall be entitled to an proportionate extension of time to meet its obligations under this Agreement to take account of the impact caused by such delay and the Client shall reimburse Results Based Marketing Ltd for any such costs.

8. SERVICES
8.1 Results Based Marketing Ltd will provide the following Services:
8.1.1 B2B marketing in the form of telemarketing and where agreed email and direct mail campaigns to Target Markets;
8.1.2 selection of the Target Market from the Results Based Marketing Ltd e-mail database by Results Based Marketing Ltd using criteria agreed with the Client;
8.1.3 provision of contact details for the recipients who book a sales appointment to see the Client
8.2 Where the Client does not provide marketing Content within 10 days of the Commencement Date Results Based Marketing Ltd shall have the right to charge the Client an additional administration charge of up to £1,000.
8.3 Where the Client does not provide marketing Content within 30 days of the Commencement Date Results Based Marketing Ltd shall then have the sole discretion to terminate this Agreement and the Client shall be liable to pay all the outstanding balance of the Fixed Term charge as well as an administration charge of £1,000.
8.4 Results Based Marketing Ltd will carry out B2B marketing in the form of telemarketing and where agreed email and direct mail campaigns to Target Markets on behalf of the Client. The Client will approve all telesales scripts, design and creative content and accepts responsibility for all statements, imagery and creative message being portrayed in the direct mail campaigns. Approval must be confirmed by the Client in writing or by email.
8.5 Results Based Marketing Ltd reserves the right to amend any and all of the procedures relating to the operation of the Services from time to time at its absolute discretion.

9 ADDITIONAL SERVICES
9.1 The Client may request Additional Services from Results Based Marketing Ltd in writing and Results Based Marketing Ltd shall provide such Additional Services subject to acceptance by Results Based Marketing Ltd of such request and the Client’s agreement to pay the Additional Charges notified to the Client.
9.2 Additional Services or circumstances giving rise to Additional Charges may include but shall not be limited to:
9.2.1 mailing of the marketing material after the Fixed Term;
9.2.2 editorial and/or creative input by Results Based Marketing Ltd into the content and text of any Client email to be sent to Targeted Recipients;
9.2.3 editorial and/or creative input by Results Based Marketing Ltd into the Microsite;
9.2.4 Client requests to vary the Services;
9.2.5 third party costs for the use within the Microsite or e-mail content;
9.2.6 a change to the Services caused by a change in Client instructions or change to the Services resulting from inaccuracy, delay or other circumstances attributable to the Client;
9.2.7 uploading of the Client Database or part of the Client Database onto the Results Based Marketing Ltd Database for the purposes of incorporating or excluding such Client Database or part of it to or from the Targeted Market selected for an e-mail campaign or campaigns.

10 IPR AND RIGHTS
10.1 All IPR arising from the carrying out of the Services are owned by Results Based Marketing Ltd. Any IPR in any
information, software, connectivity, configuration and data provided by the Client or by a third party on the Client’s behalf, which Results Based Marketing Ltd require for the provision of the Services, shall remain vested in the owner of such IPR.
10.2 The Client hereby grants Results Based Marketing Ltd a non-exclusive, royalty free licence to use the Client’s IPR required by Results Based Marketing Ltd to provide the Services or Additional Services.
10.3 The Client agrees that Results Based Marketing Ltd may use any trademark or logo of the Client on the The Results Based Marketing Ltd website or in any advertising or promotional material. In addition the Client warrants that they accept full liability for the use of any third party Supplier’s logo provided by the Client for the purposes of endorsing or promoting the Client’s company.
10.4 The Client acknowledges and accepts that Results Based Marketing Ltd is the legal and beneficial owner of the copyright and all other IPR in the Results Based Marketing Ltd database, in all text, logos and trade names of Results Based Marketing Ltd and in all software utilised in providing the Services and the Client undertakes that it shall not, either alone or with any other party or parties seek to challenge the ownership of Results Based Marketing Ltd of any or all such IPR.
10.5 Without limitation of the liability of the Client in respect of any Content Results Based Marketing Ltd shall have the absolute right at its own discretion to remove, alter or amend any Content in any material arising from the use by the Client of the Services and the Client accepts and acknowledges that Results Based Marketing Ltd shall incur no liability to the Client or any Affiliate of the Client arising from any such removal, alteration or amendment. Results Based Marketing Ltd agrees to notify the Client after of any such removal, alteration or amendment.
10.6 Results Based Marketing Ltd shall be permitted to establish a Link to Results Based Marketing Ltd’s web site on e-mails broadcast by Results Based Marketing Ltd on behalf the Client.
10.7 Results Based Marketing Ltd may use the Client’s name and IPR to identify the Client as being one of its clients in its publicity and promotional material so long as the authorisation box is marked as agreed on the face of this Agreement.

11. WARRANTIES
11.1 The Client warrants that the Content provided by it shall not include any material which is or may:
11.1.1 be in breach of any code, regulation or legislation;
11.1.2 contain obscene, defamatory, abusive, threatening or harassing material or material, which may otherwise violate the legal rights of any individual group or organisation;
11.1.3 contain pornographic or sexually explicit content, racially or ethnically objectionable content, content that directly or
indirectly promotes the use of illegal substances, content that violates laws or regulations to protect minors, or other content deemed to be offensive or inappropriate by Results Based Marketing Ltd;
11.1.4 breach any copyright, logo, trademark or other IPR of any, including for the avoidance of doubt, Results Based Marketing Ltd;
11.1.5 contain any computer virus, trojan horse, worm or other code or files that could damage or harm or otherwise disrupt the operations of another person’s computer or storage device or violate the privacy or security of any individual, group or organisation;
11.1.6 perform or promote any illegal or unacceptable activities such as any illegal contests or promotions, pyramid schemes or starting or forwarding chain letters;
11.1.7 impersonate, use the name of (without expressed permission) or misrepresent any individual, group or organisation.
11.2 The Client undertakes and warrants that all data contained within the Client Database or any part of the Client Database uploaded by Results Based Marketing Ltd shall on each date of uploading onto the The Results Based Marketing Ltd Database be accurate and up to date and (i) shall not contain details of any person who has either opted out or has objected to the receipt from receiving direct marketing material from the Client and/or third parties; and (ii)shall only contain details of people who have either consented to receiving of direct marketing material from the Client and/or third parties or who have previously been a client or customer of the Client or negotiated to become a customer or client of the Client.
11.3 Results Based Marketing Ltd will use all reasonable care and skill in the provision of the Services and will use reasonable
efforts to undertake the Services within a reasonable time.
11.4 Results Based Marketing Ltd do not warrant or undertake any minimum level of response, lead generation or uptake following provision of its services.
11.5 The above contains the only warranties and representation relating to the Services provided by Results Based Marketing Ltd and any and all terms or warranties not included in this Agreement or implied by statute, custom, trade or rule of law are hereby excluded.
11.6 Except as expressly set out in this Agreement, Results Based Marketing Ltd gives no warranties in relation to third party software or in relation to any equipment or hardware that may be used in the carrying out of the Services, or that may be used by the Client in relation to the Services.
11.7 The Client is the data controller under the provisions of the 1998 Act in respect of all personal data contained in the Client’s Database and warrants that it will at all times comply in all respects with the provisions of the 1998 Act and shall indemnify Results Based Marketing Ltd against any loss, claims or damages arising out of any breach by the Client of the 1998 Act.
11.8 For the purpose of this Agreement, the terms “personal data” and “data subject” shall have the meanings ascribed in the 1998 Act. The Client warrants that, in respect of all personal data disclosed by the Client to Results Based Marketing Ltd for the purpose of this Agreement, the Client has taken all steps required by the 1998 Act to enable Results Based Marketing Ltd to perform its obligations under this Agreement.

12. CONFIDENTIALITY
12.1 Each party recognises that under this Agreement it may have access to or otherwise receive Confidential Information. Each party agrees to use all reasonable endeavours not to divulge the other party's Confidential Information to any of its employees or sub-contractors who do not need to know it, and to use all reasonable endeavours to prevent its disclosure to or access by any third party without the prior written consent of the disclosing party.
12.2 The provisions of Clause 12.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is already in the other’s possession or in the public domain other than as a result of a breach of this Clause 12 or which the other is required to disclose by reason of a statutory or regulatory requirement having the force or law or by reason of an order of a court
of competent jurisdiction and identify the Client.
12.3 The rights and obligations of the parties under this Clause 12 shall subsist for five years following expiry or termination of this Agreement howsoever caused.

13 THE STANDING ORDER MANDATE
13.1 This Guarantee is offered by all Banks and Building societies that take part in the Standing Order Scheme. The efficiency and security of the scheme is monitored and protected by your own Bank and Building Society.
13.2 If the amounts to be paid or the payment date change Results Based Marketing Ltd will notify you 5 working days in advance of your account being detailed or as otherwise agreed.
13.3 If an error is made by Results Based Marketing Ltd or your Bank and Building Society, you are guaranteed a full and immediate refund from your branch of the amount paid.
13.4 You can cancel a Standing Order at any time by writing to your Bank and Building Society. Please also send a copy of your letter to us.

14 INDEMNITIES, INSURANCE AND LIMIT OF LIABILITY
14.1 Where Results Based Marketing Ltd produces a monitoring report of the B2B marketing campaign, which may include details relating to requests for orders or quotations, products requested or appointments, Results Based Marketing Ltd, whilst endeavouring to ensure its reports are accurate, excludes all liability for any inaccuracies contained in any such report.
14.2 The Client will indemnify and hold Results Based Marketing Ltd harmless against all and any actions, proceedings, claims and/or demands and all and any damages, costs, expenses and any other liability whatsoever and howsoever arising out of any Content (whether subsequently removed by Results Based Marketing Ltd or altered or amended by Results Based Marketing Ltd)
in any material arising from the use by the Client of the Services or Additional Services.
14.3 If Results Based Marketing Ltd fails to comply with any of its obligations under this Agreement, the Client shall give Results Based Marketing Ltd a reasonable opportunity to comply with its obligations (and Results Based Marketing Ltd shall provide such work free of charge provided that the failure is not caused by any failure by the Client to comply with any of the Client’s obligations under the Agreement).
14.4 Results Based Marketing Ltd shall not have any liability to the Client for any claim whether arising from negligence, breach of contract or otherwise to the extent that the same is or can be characterised as a claim for (or arising from):
14.4.1 loss of profits or anticipated savings;
14.4.2 loss of goodwill or injury to reputation;
14.4.3 loss of business opportunity;
14.4.4 punitive damages;
14.4.5 loss of data belonging to or processed by the Client;
14.4.6 losses suffered by third parties;
14.4.7 indirect, or special loss or damage, regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the Results Based Marketing Ltd knew or had reason to know of the possibility of the loss, injury, or damage in question.
14.5 Nothing contained in this Agreement shall exclude or limit Results Based Marketing Ltd’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.
14.6 The Client hereby indemnifies Results Based Marketing Ltd and agrees to keep Results Based Marketing Ltd indemnified in respect of any claims made against Results Based Marketing Ltd by third parties and all related costs, damages, losses or expenses incurred by Results Based Marketing Ltd through misuse of the Services by the Client or through any other breach by the Client of this Agreement or through the Client’s negligence.
14.7 The liability of Results Based Marketing Ltd hereunder for any direct losses caused by the failure of Results Based Marketing Ltd to exercise reasonable care in respect of the accuracy of its reports or database shall be limited to the aggregate sums received by Results Based Marketing Ltd in respect of the provisions of the Services or, to the Client in the calendar year in which the claim or claims is/are made.
14.8 Results Based Marketing Ltd hereby exclude any and all liability for any representations (whether innocent, negligent or fraudulent) of any agent or representative which are not incorporated in writing in this agreement and authorised by a duly authorised officer of Results Based Marketing Ltd under this Agreement.
14.9 The liability of Results Based Marketing Ltd for breach of this agreement shall be, save as set out above, limited to a limit of a sum calculated as five times the total Fixed Term Charge in aggregate.
14.10 Without prejudice to the generality of clause 14.2 the Client will indemnify (on a full indemnity basis)
and hold Results Based Marketing Ltd and Affiliates of Results Based Marketing Ltd harmless against any and all actions,
proceedings, claims and/or demands and all any damages, costs, expenses and other liability whatsoever and howsoever arising out of such actions, proceedings, claims and/or demands as a direct or indirect result of the Client or any party acting on its behalf placing or allowing to be placed any virus, trojan horse, worm or other code or files which shall corrupt any part of the computer systems of Results Based Marketing Ltd or any Affiliate of Results Based Marketing Ltd.
14.11 Except as expressly provided in the Agreement all representations, conditions and warranties whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law. In particular, but without limitation, Results Based Marketing Ltd excludes any representation, condition or warranty that the operation of the Services or Additional Services will be uninterrupted or that the operation of any software will be uninterrupted or error free or that any minimum number of leads or responses will be generated by a result of the provisions of Services or Additional Services.

15. PRIVACY POLICY
15.1 Results Based Marketing Ltd’s use of any personal details of the Client, Affiliates or directors, officers or employees of the Client with whom Results Based Marketing Ltd has contact in carrying out this Agreement shall be governed by the Results Based Marketing Ltd Microsite Privacy Policy, current from time to time, which shall form part of the Agreement.

16 TERMINATION
16.1 This Agreement may be terminated immediately by notice in writing:
16.1.1 by Results Based Marketing Ltd if the Client fails to pay any sums due under this Agreement before the expiry of a period of 5 Working Days from receipt by the Client of a notice from Results Based Marketing Ltd advising that such sums are overdue, without prejudice to any other provisions relating to late payment in this Agreement.
16.1.2 by Results Based Marketing Ltd if the Client fails to provide detailed copy in digital or typed format of promotional information about the Client’s business and its products to enable the B2B marketing campaign to commence within 30 days of the Commencement Date of the Agreement.
16.1.3 by either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) within a period of 10 Working Days after written notice of such breach;
16.1.4 by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, becomes insolvent or is sequestrated or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a bona fide solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has an administrator, receiver, administrative receiver or judicial factor appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 or Section 268 of the Insolvency Act 1986 or equivalent
circumstances occur in any other jurisdiction.

17. CONSEQUENCES OF TERMINATION
17.1 Any termination of this Agreement will be without prejudice to any accrued rights or outstanding
liabilities of either party at the date of termination.
17.2 Upon termination of this Agreement for any reason, the Client shall pay to Results Based Marketing Ltd: (i) any unpaid installments of the Fixed Term Charge; (ii) any outstanding charges for Additional Services performed prior to the date of termination; (iii) any additional administration charge; and (iv) a reasonable sum in respect of any work in relation to Additional Services that Results Based Marketing Ltd have undertaken but for which Charges have not been agreed or ascertained.

18. OTHER GENERAL PROVISIONS
18.1 Entire Agreement and Variations
This Agreement together with the documents referred to in it constitutes the entire agreement between Results Based Marketing Ltd and the Client. The Client hereby irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind this Agreement because of any representation, term, condition or warranty not contained in this Agreement unless such
representation or warranty was made fraudulently. Subject to Clause 18.8 no variation of these terms and conditions will be valid unless made in writing and signed by the Client and an authorized officer or nominee for Results Based Marketing Ltd.
18.2 Severability
If any of the provisions of this Agreement are judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced, unless the substantive purpose of this Agreement is thereby frustrated, in which case either of Results Based Marketing Ltd or the Client may terminate this Agreement forthwith on written notice.
18.3 Waiver
No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any terms of this Agreement will be deemed to be a waiver of any other right or of any later breach.
18.4 Relationship of the Parties
The relationship between Results Based Marketing Ltd and the Client is that of independent contractor. Neither party is agent for the other, and neither party has any authority to enter into any contract, whether expressly or by implication, in the name of the other party, without that party's prior written consent.
18.5 Rights of Third Parties
Nothing in this Agreement is intended for the benefit of any third parties and the terms of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.
18.6 Notices
All formal notices to be given under this Agreement may be given by recorded delivery post, to the Registered Office of the party in question, or as may be notified to the other party from time to time in writing, and if delivered personally shall be deemed served on the other party on the day of delivery and if posted by recorded delivery shall be deemed to have been accepted on the expiry of forty eight hours after posting and on proving posting it will be sufficient to produce a copy of the notice properly addressed with the relevant post office receipt for its despatch by recorded delivery.
18.7 Changes to the Services
Results Based Marketing Ltd may at any time without notifying the Client make any changes to the Services provided that they are either necessary in order to comply with any statutory requirements or that they do not materially affect the nature or quality of the Services.
18.8 Force Majeure
Neither party will be liable to the other for any delay in or failure to perform its respective obligations (other than for payment of money) as a result of any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, lightning, war, revolution, act of terrorism, strikes, lock-outs or other industrial action (whether of the affected party’s own employees or others) or any industrial dispute provided that if any such delay or failure subsists for a period exceeding 65 Working Days then either party may terminate this Agreement by notice given to the other. Any termination under this Clause 18.9 shall be subject to Clause 17 but shall otherwise not cause either party to be liable to the other in respect of such termination.
18.9 Assignment
Results Based Marketing Ltd reserves the right to assign the Agreement to any third party or any Affiliate of The Results Based Marketing Ltd.
18.10 Escalation Procedures
18.10.1 Any dispute between the parties arising in relation to or arising out of any aspect of this Agreement (whether as a matter of Agreementual interpretation or otherwise) ("Relevant Dispute") shall be resolved in accordance with the provisions of this Clause 18.11.
18.10.2 When a party determines that a Relevant Dispute has arisen, that party shall notify the other in writing of the same and the respective account manager of each party shall consult in good faith in an attempt to resolve the Relevant Dispute.
18.10.3 Either of the account managers may refer a Relevant Dispute to a senior officer of its employer at any time. If the parties’ senior officers fail to resolve a Relevant Dispute within 5 Working Days of such referral (or such other period as may be agreed between the parties) then either may refer the dispute to the Client’s Managing Director (or equivalent office holder) and Results Based Marketing Ltd’s Managing Director from time to time. If the Client’s and Results Based Marketing Ltd’s Managing Directors fail to resolve a Relevant Dispute referred to them within 15 Working Days of such referral then either party shall have the option of commencing litigation.
18.11 Governing Law and Jurisdiction
These terms and conditions are governed by and construed in all respects in accordance with the laws of England and the parties agree to be subject to the exclusive jurisdiction of the English courts.