Terms and Conditions
Accepted Consignment Form
Has the meaning given in clause 8.5.
Accepted Written in Stone Eternally – WISE Certificate Request
Has the meaning given in clause 3.2.
Affiliate
Any entity which is directly or indirectly Controlled by a Relevant Nivoda Entity or under common Control with a Relevant Nivoda Entity.
Business Day
A day other than a Saturday, Sunday, or public holiday in the incorporation country of the Relevant Nivoda Entity.
Consigned Goods
Goods that are consigned to us by Suppliers in accordance with clause 8 (in particular clause 8.8) as more specifically defined in the applicable Consignment Form.
Consignment
Has the meaning given in clause 8.5.
Consignment Form
The form to be submitted by Suppliers in relation to any goods that Suppliers wish to consign to us for the purposes of our carrying out Nivoda Written in Stone Eternally – WISE Services on such goods, in the form available at [INSERT URL] from time to time.
Consignment Period
The period:
(i) beginning on the date that we issue a Successful Consignment Notice in relation to Consigned Goods; and
(ii) ending on the date that the Consigned Goods are returned (or deemed returned) to the Return Address.
(i) beginning on the date that we issue a Successful Consignment Notice in relation to Consigned Goods; and
(ii) ending on the date that the Consigned Goods are returned (or deemed returned) to the Return Address.
Consumer
Any person acting for purposes outside their trade, business, or profession.
Control
Has the meaning given in section 1124 Corporation Tax Act 2010, and the term "Controlled" shall be construed accordingly.
Customer
Users of the Platform who are buyers of Written in Stone Eternally – WISE Certified Goods.
Defective Written in Stone Eternally – WISE Certificate
Has the meaning given in clause 11.2.2.
Draft Written in Stone Eternally – WISE Certificate
Has the meaning given in clause 8.6.
Force Majeure Event
Means any circumstance not in the Customer, Supplier or Relevant Nivoda Entity’s control, including:
(i) acts of God, flood, drought, earthquake or other natural disaster
(ii) epidemic or pandemic
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations
(iv) nuclear, chemical or biological contamination, or sonic boom
(v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent
(vi) collapse of buildings, fire, explosion or accident
(vii) non-performance by suppliers or subcontractors and
(viii) interruption or failure of utility service.
(i) acts of God, flood, drought, earthquake or other natural disaster
(ii) epidemic or pandemic
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations
(iv) nuclear, chemical or biological contamination, or sonic boom
(v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent
(vi) collapse of buildings, fire, explosion or accident
(vii) non-performance by suppliers or subcontractors and
(viii) interruption or failure of utility service.
Goods
The goods (or part of them, as the context may require) as more fully described in the applicable Written in Stone Eternally – WISE Certified Goods Request.
Listing and Listed
Has the meaning given in the Purchase of Goods Terms.
Nivoda Express
Means the 'Nivoda Express' service for certain Suppliers operated by us in connection with the Platform from time to time, in accordance with the Nivoda Express Terms.
Nivoda Express Goods
Means Goods the subject of Nivoda Express services.
Nivoda Express Terms
Means the Nivoda Express Terms and Conditions applicable to Suppliers who are Nivoda Express users, as updated from time to time, available at https://nivoda.com/nivoda-express-terms-conditions.
Nivoda Memo Supplier Terms
Means the Nivoda Memo Supplier Terms and Conditions applicable to Suppliers, as updated from time to time, available at [INSERT URL].
Nivoda Written in Stone Eternally – WISE Services
Means all services performed by us in respect of issuing Written in Stone Eternally – WISE Certificates for Goods, including but not limited to grading, testing, examining, laser inscribing, photography, engraving, and light return as well as all other related services.
On Memo
Has the meaning given in the Nivoda Memo Supplier Terms.
Order
Has the meaning given in the Supply of Goods Terms.
Platform
Has the meaning given in the Supply of Goods Terms.
Purchase of Goods Terms
Means the Nivoda Purchase of Goods Terms and Conditions applicable to Suppliers, as updated from time to time, available at https://nivoda.com/purchase-of-goods-terms-conditions.
Relevant Nivoda Entities
Has the meaning given in the Supply of Goods Terms.
Report
Means any and all grading reports, identification reports, audit reports, appraisal reports, or any other report or interim report issued with a Written in Stone Eternally – WISE Certificate that describes the Goods as well as each verification, update, or supplement to any such report.
Return Address
Has the meaning given in clause 9.3.1.
Successful Consignment Notice
Has the meaning given in clause 8.6.
Supplier
Users of the Platform who List and sell Goods through the Platform in accordance with the Purchase of Goods Terms.
Supply of Goods Terms
Means the Nivoda Supply of Goods Terms and Conditions applicable to Customers, as updated from time to time, available at https://nivoda.com/supply-of-goods-terms-conditions.
Terms
The terms and conditions set out in this document, inclusive of any schedules where relevant, as amended from time to time.
Written in Stone Eternally – WISE Certificate(s)
Means any and all grading certificates (including any Reports) issued in connection with Nivoda Written in Stone Eternally – WISE Services, but excluding any Draft Written in Stone Eternally – WISE Certificates.
Written in Stone Eternally – WISE Certified Goods
Means goods certified by us in accordance with these Terms in respect of which a Written in Stone Eternally – WISE Certificate has been issued.
Written in Stone Eternally – WISE Certified Goods Request
A request for Nivoda Written in Stone Eternally – WISE Services to be performed on any goods which must be raised through the functionality of the Platform or in a method otherwise agreed by us from time to time.
Written in Stone Eternally – WISE Fee
Has the meaning given in clause 7.1.
1.2 A person includes a natural person, firm, company or unincorporated body (whether or not that body is treated in law as having a separate legal personality).
1.3 A reference to a party includes its successors and anyone to whom it transfers its rights and obligations in accordance with these Terms.
1.4 A reference to a statute or statutory provision should be read to include any amendments or re-enactments of it. A reference to a statute or statutory provision includes all regulations or other legally binding guidance made under it.
1.5 The terms including, include, in particular, for example or any similar expression have been used to illustrate only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 Unless the context otherwise requires:
- the terms us, our, or we are references to the Relevant Nivoda Entity; and
- the terms you or your are references to you, the Customer and/or you, the Supplier (as applicable).
2. Status of these Terms
2.1 These Terms apply to all Nivoda Written in Stone Eternally – WISE Services requested or supplied, and to all Draft Written in Stone Eternally – WISE Certificates or Written in Stone Eternally – WISE Certificates issued. When you place a Written in Stone Eternally – WISE Certified Goods Request (where you are a Supplier) or purchase Written in Stone Eternally – WISE Certified Goods (where you are a Customer), you declare that you have read, understood and agree to be bound by these Terms. These Terms are agreed between you and the Relevant Nivoda Entity. If no Relevant Nivoda Entity is nominated, the default Relevant Nivoda Entity shall be Nivoda Limited.
2.2 If you are a Customer, this agreement applies in addition to our Supply of Goods Terms (including the Nivoda Feed Terms), which are hereby incorporated by reference to the extent applicable. If you do not agree to these Terms or the Supply of Goods Terms, you must not purchase Written in Stone Eternally – WISE Certified Goods. In the event of any conflict or inconsistency between these Terms and the Supply of Goods Terms, these Terms shall apply solely with respect to any Nivoda Written in Stone Eternally – WISE Services and Written in Stone Eternally – WISE Certificates, and the Supply of Goods Terms will prevail in all other respects.
2.3 If you are a Supplier, this agreement applies in addition to our Purchase of Goods Terms and Nivoda Express Terms (as applicable), which are hereby incorporated by reference to the extent applicable. If you do not agree to these Terms or the Purchase of Goods Terms or the Nivoda Express Terms (for Nivoda Express users), you must not use Nivoda Written in Stone Eternally – WISE Services. In the event of any conflict or inconsistency between these Terms and the Purchase of Goods Terms, these Terms shall govern all matters relating to any Nivoda Written in Stone Eternally – WISE Services, Draft Written in Stone Eternally – WISE Certificates and Written in Stone Eternally – WISE Certificates, while the Purchase of Goods Terms will prevail in all other respects. In the event of any conflict between these Terms and the Nivoda Express Terms, these Terms shall apply solely with respect to any Nivoda Written in Stone Eternally – WISE Services, Draft Written in Stone Eternally – WISE Certificates and Written in Stone Eternally – WISE Certificates, but the Nivoda Express Terms will prevail as regards any issue relating specifically to Nivoda Express.
2.4 These Terms apply in addition to any other terms of use or other terms and conditions, policies or guidelines agreed between you and any Relevant Nivoda Entity from time to time, including ourwebsite Terms and Conditions, our Privacy Policy and our AML Policy.
2.5 We may amend these Terms by updating the current version of these Terms available at [INSERT URL] from time to time. The most recently published version of these Terms will apply each time you place a Written in Stone Eternally – WISE Certified Goods Request with us and/or consign Goods to us (where you are a Supplier) or purchase Written in Stone Eternally – WISE Certified Goods (where you are a Customer). Please check for any changes to these Terms each time you place a Written in Stone Eternally – WISE Certified Goods Request (where you are a Supplier) or take steps to purchase Written in Stone Eternally – WISE Certified Goods (where you are a Customer). We will use reasonable endeavours to bring your attention to any material amendments, but it is your responsibility to check for updates to these Terms. Your continued use of Nivoda Written in Stone Eternally – WISE Services (or any part thereof) and/or purchase of Written in Stone Eternally – WISE Certified Goods will be taken as your agreement to any revised Terms.
2.6 By using Nivoda Written in Stone Eternally – WISE Services you confirm that:
- you are able to agree to and perform all the obligations set out in these Terms and any other terms and conditions incorporated by reference or agreed between us from time to time;
- in accordance with Clause 7.4 of our Website Terms and Conditions, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade and you are acting wholly in the course of business when placing an Written in Stone Eternally – WISE Certified Goods Request; and
- you are not a Consumer and/or do not act on behalf of a Consumer.
3. Written in Stone Eternally – WISE Certified Goods Request
3.1 This clause 3 shall only apply to Suppliers. Suppliers may place a Written in Stone Eternally – WISE Certified Goods Request for Nivoda Written in Stone Eternally – WISE Services in respect of any Goods Listed on the Platform, or Goods which will be Listed on the Platform in the future in accordance with the Purchase of Goods Terms. When a Supplier places a Written in Stone Eternally – WISE Certified Goods Request in respect of any Goods, the Supplier is requesting Nivoda Written in Stone Eternally – WISE Services on the terms set out in the Written in Stone Eternally – WISE Certified Goods Request and these Terms, which any Relevant Nivoda Entity shall be free to accept or decline in its absolute discretion.
3.2 A Written in Stone Eternally – WISE Certified Goods Request shall only be accepted when we accept it via the Platform or otherwise in writing. Our acceptance will identify the applicable Relevant Nivoda Entity. When we accept a Written in Stone Eternally – WISE Certified Goods Request, a binding legal contract will be formed between the Supplier and that Relevant Nivoda Entity on these Terms (Accepted Written in Stone Eternally – WISE Certificate Request).
3.3 All Accepted Written in Stone Eternally – WISE Certificate Requests will be conditional upon (among other things) delivery of the Goods by Supplier to the Relevant Nivoda Entity in accordance with these Terms and the Supplier providing the Relevant Nivoda Entity with any and all information as may be requested in respect of the Goods.
3.5 For the avoidance of doubt, the Purchase of Goods Terms shall continue to apply to all Listings.
4. Delivery
4.1 You acknowledge that the Written in Stone Eternally – WISE Fee is relatively small compared with the present and potential value of the Goods.
4.2 We shall endeavour to deliver Written in Stone Eternally – WISE Certificates with the relevant Order for Goods the subject of an Accepted Written in Stone Eternally – WISE Certificate Request. Delivery shall be subject to and in accordance with the Supply of Goods Terms. We may deliver Goods and Written in Stone Eternally – WISE Certificates by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.3 In case of delayed delivery of a Written in Stone Eternally – WISE Certificate we shall notify the Customer. We recognise that delivery times are important for our Customers and we will endeavour to ensure that all Written in Stone Eternally – WISE Certificates are delivered in accordance with the target delivery date specified in the Order. However, all stated delivery times are estimates only, may be influenced by factors outside of our control, and are not guaranteed. In particular, we shall not be liable for any delay in delivery of Written in Stone Eternally – WISE Certificates caused by a Force Majeure Event, the fault of the courier, the Supplier's failure to provide the information required to prepare the Written in Stone Eternally – WISE Certificate, or the Customer’s failure to provide us or the courier with adequate delivery instructions or any other instructions that are relevant to the supply of the Written in Stone Eternally – WISE Certificate.
4.4 Without prejudice to Clause 11, if we fail to deliver a Written in Stone Eternally – WISE Certificate, our liability to the Customer shall be limited to (as we decide) either: (i) refunding to the Customer the relevant Written in Stone Eternally – WISE Fee; or (ii) arranging for a replacement Written in Stone Eternally – WISE Certificate to be sent to the Customer.
5 Cancellation
5.1 Accepted Written in Stone Eternally – WISE Certificate Requests may not be cancelled or withdrawn by a Supplier save as expressly agreed in writing (including in accordance with these Terms).
5.2 A Supplier may, at any time before we accept a Written in Stone Eternally – WISE Certified Goods Request, cancel the Written in Stone Eternally – WISE Certified Goods Request via the Platform or by written notice to us. We may, but shall not be obliged to, accept cancellation requests made after we have accepted the Written in Stone Eternally – WISE Certified Goods Request
5.4 You accept and agree that Written in Stone Eternally – WISE Certificates are non-returnable and non-refundable once issued. Where you are a Supplier, you acknowledge that the Written in Stone Eternally – WISE Certificate may be issued directly to a Customer, and provision of the Written in Stone Eternally – WISE Certificate by us to the Customer will satisfy our obligations to you in respect of the Nivoda Written in Stone Eternally – WISE Services.
6 Written in Stone Eternally – WISE Certificates
6.1 Nivoda Written in Stone Eternally – WISE Services may not be available in respect of all Goods Listed on the Platform. Nivoda reserves the right to reject any Written in Stone Eternally – WISE Certified Goods Request for Goods (for any reason).
6.2 The content of the Written in Stone Eternally – WISE Certificate is only an opinion, based on Supplier declarations, and observations following the results of Nivoda Written in Stone Eternally – WISE Services performed by us and/or third party contractors, using equipment possessed by us and/or third party contracts and techniques known to us and/or third party contractors at the time of examining the Goods. A Written in Stone Eternally – WISE Certificate is not a warranty or guarantee of the value, grade, colour and/or other characteristics included in the Written in Stone Eternally – WISE Certificate. Nivoda has relied in good faith on information provided by Suppliers and has not conducted independent verification of the country of origin of Goods. Standards and observations can differ from laboratory to laboratory and on a case by case basis. The Written in Stone Eternally – WISE Certificate should not be relied upon as the basis of a Customer's decision to purchase, or a Supplier's decision to sell (and determination of the price of) the Goods.
7 Price and payment
7.1 Nivoda shall charge Customers a fee per Goods (as detailed on the Platform) for Nivoda Written in Stone Eternally – WISE Services carried out on such Goods ("Written in Stone Eternally – WISE Fee").
7.2 The Written in Stone Eternally – WISE Fee shall be charged at the point of sale of the Goods and included in the price displayed on the Platform for Written in Stone Eternally – WISE Certified Goods. The Written in Stone Eternally – WISE Fee will not be separately itemised, but will be later disclosed where relevant to clauses 4.4 or 11.
7.3 The Written in Stone Eternally – WISE Fee shall be paid via the Platform in accordance with the Supply of Goods Terms. For the avoidance of doubt, all payments by Customers under these Terms shall be subject to and made in accordance with the Specific Payment Terms set out in the Supply of Goods Terms.
7.4 For the avoidance of doubt, the Supply of Goods Terms shall continue to apply to all Orders.
8 Consignment of Goods by Suppliers and Confirmation of Draft Written in Stone Eternally – WISE Certificates
8.1 This clause 8 shall only apply to Suppliers. Suppliers may request to consign Goods to us for Nivoda Written in Stone Eternally – WISE Services to be carried out on such Goods by submitting a Consignment Form. Suppliers that are Nivoda Express users may request Nivoda Written in Stone Eternally – WISE Services in respect of Goods that are consigned to us in accordance with the Nivoda Express Terms by submitting a Consignment Form. Goods that are out "On Memo" will not be deemed available for Nivoda Written in Stone Eternally – WISE Services until returned to us (where the Goods are Nivoda Express Goods) or you (in all other cases) in accordance with the Nivoda Memo Supplier Terms.
8.2 Submission of a Consignment Form represents a request by you to consign the goods detailed therein to us, and may be accepted or refused in our absolute discretion.
8.3 You are responsible for ensuring that full and accurate details of the goods and the proposed consignment are included in reasonable detail in the Consignment Form. Acceptance by us of a Consignment Form shall not be taken to relieve you from this obligation.
8.4 If we require further information or amendments to the Consignment Form we will notify you through the Platform and you will have two (2) days from such notification to provide such information or edit the Consignment Form. If you do not re-submit the Consignment Form within such period, the Consignment Form will automatically lapse and you must submit a new one.
8.5 If we accept the proposed consignment of goods as detailed in a Consignment Form, we will provide you with notice of our acceptance through the Platform ("Accepted Consignment Form") and you will have two (2) days from the date of such notification to procure the delivery of the applicable goods to us, together with all supporting information we may reasonably require to carry out the Nivoda Written in Stone Eternally – WISE Services ("Consignment"). Unless otherwise agreed, you must not deliver Consigned Goods to us until we have issued an Accepted Consignment Form and delivery must be to the Relevant Nivoda Entity's office address specified in the Accepted Consignment Form.
8.6 Once we have received the Consignment, we will within two (2) Business Days confirm the successful consignment by issuing a notice ("Successful Consignment Notice"), following which we shall undertake the Nivoda Written in Stone Eternally – WISE Services and within two (2) Business Days issue our proposed Written in Stone Eternally – WISE Certificate to you via the Platform ("Draft Written in Stone Eternally – WISECertificate").
8.7 You will have two (2) days to accept or reject (acting reasonably) the Draft Written in Stone Eternally – WISE Certificate. If:
- you are not satisfied with the grading awarded to the Goods in the Draft Written in Stone Eternally – WISE Certificate, you must notify us of the same through the Platform and we will either (at our absolute discretion) undertake a review of the Nivoda Written in Stone Eternally – WISE Services and notify you of any changes to the Draft Written in Stone Eternally – WISE Certificate within two (2) Business Days, or return the Consigned Goods to you (other than Nivoda Express Goods, which shall remain in our possession until returned in accordance with the Nivoda Express Terms) and cancel the Draft Written in Stone Eternally – WISE Certificate. You shall be responsible for all costs incurred by us in returning the Consigned Goods to you; or
- you are satisfied with the grading awarded to the Goods in the Draft Written in Stone Eternally – WISE Certificate, we will issue a final Written in Stone Eternally – WISE Certificate to you via the Platform and return the Consigned Goods to you (other than Nivoda Express Goods, which shall remain in our possession until returned in accordance with the Nivoda Express Terms).
8.8 Consigned Goods shall only be considered consigned to us from the point that we issue a Successful Consignment Notice in relation to the same, whereupon the Goods shall be considered Consigned Goods for the purposes of these Terms.
9 Return of Consigned Goods
9.1 This clause 9 shall only apply to Suppliers. Returns of Consigned Goods to Suppliers (who are not Nivoda Express users) shall be processed in accordance with these Terms. Returns of Consigned Goods to Suppliers (who are Nivoda Express users) shall be processed in accordance with the Nivoda Express Terms.
9.2 Our usual Wise Consignment Period for Consignments (exclusive of the time it takes us to return the Consigned Goods to you) is seven (7) Business Days from the date of our receipt of the same. At the end of the Wise Consignment Period we will return Consigned Goods to you as soon as commercially feasible.
9.3 Returns will be processed in accordance with the following procedure:
- We will arrange for delivery to such address as you may specify in the Consignment Form, if you have failed to specify a return address, the address linked to your user profile on the Platform (in each case the “Return Address“);
- You are responsible for the accuracy of the address you give us in the Consignment Form and the address linked to your user profile. You are also responsible for the security of your account details and credentials. Delivery by us or on our behalf to the Return Address will be in full satisfaction of our obligations to you to return the Consigned Goods, regardless of whether the Return Address: (i) is inaccurate, out of date or otherwise erroneous; or (ii) is changed as a result of your account on the Platform having been compromised; and
- Consigned Goods will be returned to the Return Address as soon as commercially feasible and usually within ten (10) Business Days.
10 Title, Risk and Insurance in all Consigned Goods
10.1 Legal title in all Consigned Goods remains with the Supplier at all times.
10.2 Risk in and to all Consigned Goods remains with the Supplier unless and until the goods become Consigned Goods in accordance with clause 8.8. We accept no responsibility in respect of, and to the fullest extent permitted by law we shall not be liable for, any loss, theft or damage to any of the contents of Consignments unless and until they become Consigned Goods.
10.3 From the point at which the Goods become Consigned Goods and for the duration of the Wise Consignment Period:
- we will hold the Consigned Goods securely in a safe at our or one of our Affiliates' offices in accordance with good industry practice;
- we will accept responsibility for, and subject to clause 11 we will acquire the risk in and be liable to Suppliers (but no third party) for any loss, theft or damage of the Consigned Goods while in our possession or control; and
- we will not handle or otherwise deal with the Consigned Goods other than as contemplated by these Terms, including to: (i) carry out the Nivoda Written in Stone Eternally – WISE Services, (ii) to transfer the Consigned Goods to any of our or our Affiliates' sites and/or to approved third party sites solely for the purposes of carrying out the Nivoda Written in Stone Eternally – WISE Services, (iii) return the Consigned Goods to the relevant Supplier, and (iv) matters which are ancillary or incidental to the foregoing.
10.4 If the Supplier is a Nivoda Express user, clause 7 of the Nivoda Express Terms shall apply in addition to clause 10.3.3 of these Terms, which shall apply to all Suppliers.
11 Limitation of Liability
11.1 Nothing in these Terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); or
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful to exclude or restrict liability.
11.2 Subject to Clause 11.1
- we shall not (nor shall any of our Affiliates) under any circumstances whatsoever be liable to a Customer or Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profits, sales, opportunity, anticipated savings, contracts, or business, (ii) loss of use of or corruption of software, (iii) loss of damage to goodwill or reputation, (iv) any indirect or consequential loss arising under or in connection with these Terms, or (v) any loss suffered due to the contents of any Written in Stone Eternally – WISE Certificate where such contents is based on incorrect or misleading information provided by Suppliers (including in particular statements relating to the country of origin of Goods);
- our (and any of our Affiliate's) total aggregate liability to a Customer or Supplier in respect of any and all claims and other losses or liabilities arising under or in connection with any Defective Written in Stone Eternally – WISE Certificate issued, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed ten (10) times the Written in Stone Eternally – WISE Fee received in connection with the Nivoda Written in Stone Eternally – WISE Services. For the purposes of this clause 11.2.2, a "Defective Written in Stone Eternally – WISE Certificate" means a Written in Stone Eternally – WISE Certificate which is demonstrated to contain a manifest error caused by our negligence.
11.3 For the avoidance of doubt, we shall not (nor shall any Affiliate) be liable to a Customer or Supplier for proposed, rejected or cancelled Draft Written in Stone Eternally – WISE Certificates or Nivoda Written in Stone Eternally – WISE Services.
12 General
12.1 These Terms, together with the documents referred to herein, constitutes the entire agreement and understanding of the parties as regards Nivoda Written in Stone Eternally – WISE Services, Draft Written in Stone Eternally – WISE Certificates and Written in Stone Eternally – WISE Certificates and supersedes any prior agreement, draft agreement, arrangement or understanding (whether in writing or not and whether express or implied) between the parties relating to the subject matter of these Terms.
12.2 We will not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from a Force Majeure Event. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the relevant obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two (2) calendar months or longer, we may terminate the agreement formed by these Terms on written notice to you.
12.3 Any failure by us to exercise or delay in exercising a right, power or remedy provided under these Terms or by law does not affect or constitute a waiver of that right, power or remedy. No single or partial exercise of any right, power or remedy by us shall prevent any further or other exercise or the exercise of any other right, power or remedy.
12.4 With the exception of our Affiliates, no third party shall have any right to rely on or enforce any of the provisions of these Terms. You are not entitled to assign the benefit of the agreement constituted by these Terms.
12.5 These Terms are governed by and shall be construed in accordance with the laws of England. Non-contractual obligations (if any) arising out of or in connection with these Terms (including the formation of a contract by them) shall also be governed by the laws of England.
12.6 You submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with the agreement formed by these Terms. We may bring proceedings against you in England and Wales or any other jurisdiction.