3D Vegas Terms and Conditions

Terms and Conditions of Citizenship

TERMS AND CONDITIONS for citizenship package & free share offer

BACKGROUND:  

These Terms and Conditions are solely in relation to the sale, and issue of ‘the goods’ via a limited time selected email marketing campaign launched by Creative 3D Web (Holdings) PLC Company registration number: 013518V whose registered address is First Floor Jubilee Buildings, Victoria Street, Douglas IM1 2SH and administered by Creative 3D Web Limited ‘C3DW’ registered in England under number 09596170 whose registered address is The Portal, BridgeWater Close, Bentley Wood, Hapton, Burnley BB11 5TT and whose main trading address is. The Portal, BridgeWater Close, Bentley Wood, Hapton, Burnley BB11 5TT

1. Definitions and Interpretation
   • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”	means any day other than Saturday or Sunday or bank holiday;
“Calendar Day”	means any day of the year;
“Chosen Carrier”    “Commemorative Coin”	means Royal mail, whom We shall use to dispatch the Goods to you; means the coin sent to you;
“Contract”	means the contract for the purchase and sale of Goods, as explained in Clause 3;
“Goods”	means Commemorative Avatz Coin, Digital Passport and Premier Apartment.
“Month”	means a calendar month;
“Order”	means your order for the Goods, made via web based sales;
“Order Confirmation”	means Our acceptance and confirmation of your Order as described in Clause 3;
“Pre-Contract Information”   Premier Apartment	means information 3D Vegas, the Goods,  and your legal rights that We are required to provide under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations which will be made available to you via; our website.Means the 3D customized Apartment that you receive.
“Premium Delivery”	means Our premium delivery option(s), available for an additional charge over Standard Delivery as set out in sub-Clause 6.6.2;
“Price”	means  $150 (one hundred and fifty dollars) for the goods
“Returns Address”   “Gifted Free Shares”	means Creative 3D Web Limited, The Portal, Bridgewater Close, Burnley, Lancashire, England, BB11 5TT ; means time sensitive offer of 100 gifted free shares;
“Standard Delivery” “Virtual 3D Web Passport”	means Our standard delivery method, Royal mail 1st class; andmeans passport used to qualify for discount within 3D Vegas;
“We/Us/Our”	means Creative 3D Web (Holdings) PLC accompany limited by shares registered in The IOM under 013518V whose registered address is First Floor Jubilee Buildings, Victoria Street, Douglas IM1 2SH and its subsidiariy, Creative 3D Web Limited number 09596170  whose address is: The Portal, BridgeWater Close, Bentley Wood, Hapton, Burnley BB11 5TT

 

• Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by email or other means.

2. Information About Us
   • Creative 3D Web Limited company number 09596170 whose address is:

The Portal, Bridge Water Close, Bentley Wood, Hapton, Burnley BB11 5TT

3. The Contract
   • These Terms and Conditions govern the sale of ‘the goods’ by Us, via website sales and will form the basis of the Contract between Us and you. Before submitting your Order, and you should ensure that you have read these Terms and Conditions and the Pre-Contract Information carefully.
   • Nothing provided by Us including, but not limited to, information given over the telephone, sales and marketing literature, price lists and other information constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept or not.
   • A legally binding contract between Us and you will be created upon Our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided at checkout on the website.

4. ‘The Goods’
   i) Avatz Commemorative Coin
   ii) Premier Apartment
   iii) Virtual 3D Web Passport

• We have made every reasonable effort to ensure that ‘the Goods’ including digital content conform to illustrations, photographs and descriptions provided in Our sales and marketing literature We cannot, however, guarantee that all descriptions, illustrations and/or photographs will be precisely accurate due to discrepancies that may arise during the printing process AND/OR differences in the colour reproduction. Nothing, however, excludes Our liability for mistakes due to negligence on Our part.
• We are required by law to supply Goods that conform to the Contract. If you receive any Goods that do not conform to the Contract, please refer to Clause 8.
• If We find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any verbal descriptions, sales and marketing literature, or any other information We will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible.
• We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.

5. Orders
   • All Orders for ‘the Goods’ made by you via web sales will be subject to these Terms and Conditions.
   • You may change your Order at any time before we dispatch the Goods by contacting Us. Requests to change Orders do not need to be made in writing.
   • If you change your mind, you may cancel your Order at any time before We dispatch the Goods by contacting Us. Please refer to Clause 9 for details of your cancellation rights.
   • We may cancel your Order at any time before We dispatch the Goods in the following circumstances:
     • The Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or
     • An event outside of Our control continues for more than 28 Days (please see Clause 12 for events outside of Our control).
   • If We cancel your Order under sub-Clause 5.5 and you have already paid for the Goods, the payment will be refunded to you within 14 days. If We cancel your Order, you will be informed by email and the cancellation will be confirmed in writing by email.

6. Price and Payment
   • The Price of the Goods are $150.
   • Our Prices do include the cost of UK delivery.
   • All payments for Goods must be made in advance before We can dispatch the Goods to you.
   • We accept the following methods of payment:
     • Paypal;
     • Debit cards;
     • Credit Cards
   • We add a 2% surcharge for the use of credit cards.
   • Credit and/or debit cards will be charged upon order.
7. Delivery
   • Please note that delivery is possible Worldwide, subject to additional charges.
   • When we send you an Order Confirmation, We will provide, along with a confirmation of the Pre-Contract Information, an estimated delivery date. Please note that estimated delivery dates may vary according to the availability of Goods and your location.  In any event, subject to any circumstances beyond Our control, and subject to any longer period to which you agree when placing your Order (for Goods that We stock only on demand, for example), Goods will be delivered to you no more than 90 Calendar Days after the date that the Contract is formed (see sub-Clause 3.3).
   • Delivery will be deemed to have taken place when the Goods have been received by you (or another person identified by you) at your chosen delivery address. If for any reason Our Chosen Carrier is unable to deliver the Goods at your chosen delivery address, the Chosen Carrier will leave a calling card.
   • The responsibility (sometimes referred to as the “risk”) for the Goods remains with Us until delivery is complete as defined in sub-Clause 7.4 at which point it will pass to you.
   • You own the Goods once We have received payment in full for them.

8. Faulty, Damaged or Incorrect Goods
   • By law, We must provide goods that are of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information We have provided, and that match any samples or models that you have seen or examined (unless We have made you aware of any differences). If any digital content is included in the Goods, that digital content must also conform.  If any Goods you have purchased do not comply and, for example, have faults or are damaged when you receive them, or if you receive incorrect Goods, please contact Us as soon as reasonably possible to inform Us of the fault, damage or error, and to arrange for a refund, repair or replacement.
   • Beginning on the day that you receive the Goods (and ownership of them) you have a 7  Calendar Day right to reject the Goods and to receive a full refund if they do not conform as stated above. Alternatively, you may request a repair of the Goods or a replacement.  We will bear any associated costs and will carry out the repair or replacement within a reasonable time and without significant inconvenience to you.  In certain circumstances, where a repair or replacement is impossible or otherwise disproportionate, We may instead offer you a full refund.  If you request a repair or replacement during the 7 Calendar Day rejection period, that period will be suspended while We carry out the repair or replacement and will resume on the day that you receive the replacement or repaired Goods.  If less than 7 Calendar Days remain out of the original period, it will be extended to 5 Calendar Days.  If, after a repair or replacement, the Goods still do not conform (or if We cannot do so as previously described, or have failed to act within a reasonable time or without significant inconvenience to you), you may have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund.  If you exercise the final right to reject the goods more than 7 days after you have received the Goods (and ownership of them), We may reduce any refund to reflect the use that you have had out of the Goods.
   • Please note that you will not be eligible to claim under this Clause 8 if We informed you of any faults, damage or other problems with the Goods before your purchase of them; if you have purchased the Goods for an unsuitable purpose that is neither obvious nor made known to Us and the problem has resulted from your use of the Goods for that purpose; or if the problem is the result of normal wear and tear, misuse or intentional or careless damage. Please also note that you may not return Goods to Us under this Clause 8 merely because you have changed your mind.  If you are a consumer in the European Union you have a statutory right to a 14 day cooling off period within which you can return Goods for this reason.  Please refer to Clause 9 for more details.
   • To return Goods to Us for any reason under this Clause 8, you may do by post or another suitable delivery choice to Our Returns Address. We will be fully responsible for the costs of returning Goods under this Clause 8 and will reimburse you where appropriate.
   • Refunds (whether full or partial, including reductions in price) under this Clause 8 will be issued within 14 Calendar Days of the day on which We agree that you are entitled to the refund.
   • Any and all refunds issued under this Clause 8 will include all delivery costs paid by you when the Goods were originally purchased.
   • For full details of your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

9. Your Right to Cancel If You Change Your Mind
   • If you are in the EU, as a consumer in the European Union you have a statutory right to cancel your Contract with Us up to 14 Calendar Days after the Goods come into your physical possession (i.e. you or another person identified by you taking delivery of the Goods under sub-Clause 7.4). You may cancel your Contract and return the Goods to Us for any reason under this right  If you wish to cancel your Order before receiving Our Order Confirmation or if you wish to cancel the Contract after receiving the Order Confirmation but before We have dispatched the Goods, sub-Clauses 9.2,, 9.8.4 and 9.10 will apply.
   • If you wish to exercise your right to cancel under this Clause 9, you must inform Us of your decision. You may do so in any way that is convenient to you.  Please ensure that you inform Us of your decision to cancel before the period in sub-Clause 9.1 expires.  (Note that the cancellation period is defined as whole Calendar Days.  If, for example, you send Us an email or a letter by 23:59 on the final day of the cancellation period, your cancellation will be valid and accepted.)  We provide a cancellation form that you may use if you wish to inform Us in writing.  The cancellation form and accompanying instructions are available .  Alternatively, please contact Us:
     • By email on passport@creative3dweb.com or
     • By post: at The Portal, BridgeWater Close, Bentley Wood, Hapton, Burnley BB11 5TT .
   • We may ask you why you have chosen to cancel and may use any answers you provide to improve Our Goods and services, however you are under no obligation to provide any details if you do not wish to.
   • You must return the Goods to Us no more than 14 Calendar Days after the day on which you have informed Us that you wish to cancel under this Clause 9.
   • You may return Goods to Us by post or another suitable delivery service of your choice to Our Returns Address. For Goods returned under this Clause 9 We will reimburse you for reasonable postage or shipping costs (up to the equivalent of Royal Mail 1st class standard postage).
   • Refunds under this Clause 9 will be issued to you within 14 Calendar Days of the following:
     • The day on which We receive the Goods back; or
     • The day on which you inform Us (supplying evidence) that you have sent the Goods back (if this is earlier than the day under sub-Clause 8.8.1);
     • If We have not yet provided an Order Confirmation or have not yet dispatched the Goods, the day on which you inform Us that you wish to cancel the Contract.
   • Refunds under this Clause 9 may be subject to deductions in the following circumstances:
     • Refunds may subject to deductions for any diminished value in the Goods resulting from your excessive handling of them. For the purposes of this Clause 9, “excessive handling” means any more handling than is reasonably required to ascertain the nature and characteristics of the Goods in question (e.g. no more than would be permitted in a shop).
     • We will make no deductions for damage to delivery packaging (i.e. additional packaging into which We have placed the Goods in their original packaging such as bubble wrap and a brown box) but We may make deductions if the original packaging has been damaged (e.g. torn or otherwise unsealed in a way that would make it difficult or impossible to reseal the packaging and resell the Goods in “new” condition).
     • Standard Delivery charges (see sub-Clause 6.6) will be reimbursed in full along with the Price of the Goods, however We cannot reimburse any additional costs for Premium Delivery. If you chose a Premium Delivery option when you ordered the Goods, We will only reimburse the equivalent Standard Delivery costs as part of your refund.
   • Refunds under this Clause 9 will be made using the same payment method you used when ordering the Goods.

10. Our Liability
    • We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
    • We only supply Goods for domestic and private use by consumers. We make no warranty or representation that the Goods are fit for commercial, business or industrial use of any kind (including resale).  We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
    • Nothing in these Terms and Conditions seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
    • Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

Intellectual Property/Restrictions of Use.

11. Consumer acknowledges and agrees that, as between Consumer and C3DW the sole and exclusive owner of all right, title and interest in the Software and Goods (including all intellectual property rights therein) and that no rights are granted by C3DW to such goods or to intellectual property rights therein, except as expressly provided in this Agreement.
    • Consumer shall not, nor shall it permit any third party to: (i) use, copy, modify, translate or adapt the goods, lease, share, disclose or transfer the Digital passport or Coin or provide it on a subscription basis, or use it in connection with other configuration whereby any third party may use the Goods (iii) create any derivative works of or based on the Goods (iv) remove, relocate, alter or obscure any trademark, copyright or other proprietary or restrictive marking or legend on the Goods or any copies thereof; or (v) use, provide or disclose the Software in violation of any applicable laws, orders or regulations. Notwithstanding the foregoing, the goods are permitted solely to the extent the laws of Customer’s jurisdiction
12. Events Outside of Our Control (Force Majeure)
    • We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
    • If any event described under this Clause 12 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
      • We will inform you as soon as is reasonably possible;
      • Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
      • We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;
      • If the event outside of our control continues for more than 7 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;
      • If an event outside of Our control occurs and you wish to cancel the Contract, you may do so. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible.

13. Communication and Contact Details
    • If you wish to contact Us with general questions or complaints, you may contact Us.
    • In certain circumstances you may wish to contact Us about specific issues:
      • For cancellations under your right to a cooling off period please refer to Clause 9.

14. How We Use Your Personal Information (Data Protection)
    • All personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 AND/OR in accordance with the Isle of Man Data Protection Act 2002

• We may use your personal information to:
  • Provide Our Goods and services to you;
  • Process your Order (including payment) for the Goods; and
  • Inform you of new products and/or services available from Us (if you opt or have previously opted to receive it). You may request that We stop sending you this information at any time.
• In certain circumstances (if, for example, you wish to purchase Goods on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998    We will not pass on your personal information to any third parties.

15. TERMS OF FREE GIFTED ‘B’ SHARES

Subject to the terms and conditions set forth herein, the Company will ask the citizen to consider an invitation to accept a gift of free shares in the said company. The company is prepared to gift each Citizen, 100 (ONE HUNDRED) non – voting B preference shares (the “Shares”) with a combined par value of One Pence (1p) (GBP)

1.1       Validity and redemption of free shares

Upon registration and purchase of the commemorative coin, premier apartment and 3D Vegas passport.  The Citizen shall receive a certificate of authentication which will have an authentication code. Once activated and within 14 days you will receive an email from the companies nominated registrar, inviting the Citizen to register and redeem the gifted free shares within a 30 day redemption period.

IMPORTANT: To qualify for the free gift of the shares, the Citizen MUST validate the certificate and redeem the free shares by providing the required know your customer ‘KYC’ information request within 30 DAYS ‘the acceptance period’  from the date of the authentication request from the share registrar. In the event of the shares not being authenticated by the Citizen within 30 DAYS from the date of notification from the share registrar, the acceptance period will expire and the shares can no longer be redeemed by the Citizen outside the acceptance period and the Citizen will have invalidated the free share gift and shall not receive the gifted free shares.

1.2       In the event that the Citizen chooses to not accept the free shares, this in no way adversely effects the purchase of the commemorative coin, premier apartment and passport and any rights the Citizen my have with regards to the said purchase, such purchase is deemed to be separate to the gifted free shares offer

1.3       The Citizen is under no obligation to activate and redeem the free shares.

16. Issuance of Free Shares

1.1       Once the KYC information has been provided and subject to acceptance by the registrar, The Shares shall be issued as of the date of the agreement (an “Issuance Date”), provided that the Shares shall be issued on an Issuance Date.

1.2       Every Citizen is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of the Shares held by him and the signature of the director and the Seal may be facsimiles.

1.3       Any Citizen receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.

1.4       If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.

1.5       The Company shall keep a register (the “share register”) containing the relevant ‘KYC’ information including:

(a)        the names, addresses and personal details (KYC information) of the persons who hold Shares;

(b)        the number of each class and series of Shares held by each Member;

(c)        the date on which the name of each Citizen was entered in the share register; and

(d)        the date on which any Eligible Person ceased to be a Citizen

1.6       The share register may be in any such form as the directors may approve, but  if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original share register.

1.7       The free shares are deemed to be issued when the name of the Citizen is entered in the share register.

1.8       The free gift of shares is not a public offering and is strictly issued via email invitation only. No consideration is given or accepted by the Company for the shares.

17. Dividend, Voting and Other Rights.

The Citizen shall not have any rights as a shareholder except those assigned to any B preference shareholder rights, in respect to those Shares, including no right to vote or attend any annual general meetings of the Company.

18. Restrictions on Transfer.

Restrictions on Transfer of Shares. No shares acquired within this agreement may be exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Citizen), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Agreement and, except pursuant to an Ownership Change Event, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this  Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

19. Payment of dividends

The Company may, by Resolution of Directors, from time to time pay to the Citizens such interim dividends as appear to the directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.

5.1       Notice in writing of any dividend that may have been declared shall be given to each Citizen in  and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.

5.2       No dividend shall bear interest as against the Company.

20. Redemption of Shares.

The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the Citizen whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent.

1.1       The purchase redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution where:

(a)        The Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Citizen to have his Shares redeemed or to have his shares exchanged for money or other property of the Company, or

(b)        The Company purchases, redeems or otherwise acquires the Shares

21. Legend on Shares.

Each certificate evidencing Shares Shall be stamped or otherwise imprinted with legends in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED CITIZEN AND HAS BEEN REGISTERED WITH THE COMPANY. THESE SHARES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH PERMISSION FROM THE COMPANY AUTHORISING SUCH TRANSFER EXCEPT FOR AN OWNERSHIP CHANGE EVENT.

22. Payment of taxes.

If any Federal, state or local taxes of any kind are required by law to be withheld with respect to the Shares or their issuance (or any distributions of other securities or property (including cash) thereon or issued in replacement thereof),Such responsibility shall be the Citizens.

23. No Right to Retention.

This Agreement shall not entitle the Citizen to any right or claim to be employed or retained by the Company or any subsidiary thereof.

24. Resolution of Disputes.

To ensure the rapid and economical resolution of disputes that may arise in connection with this Agreement, the Company and the Citizen each agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement will be resolved pursuant to the Arbitration (International Investment Disputes) Act 1983 and to the fullest extent permitted by law.

25. Successors and Assigns.

Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the Company, the Citizen, the respective successors or heirs and personal representatives and permitted assigns of the Company and the Citizen.

26. Entire Agreement.

This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes other prior and contemporaneous arrangements or understandings with respect thereto. This Agreement cannot be changed or terminated orally.

All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one business day after the business day of transmission if sent by email (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or (c) one business day after the business day of deposit with the carrier, if sent by Express Mail, Federal Express or other express delivery service (receipt requested), in each case to the appropriate addresses, telex numbers and email numbers (or to such other addresses, emails a party may designate as to itself by notice to the other parties),

This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability. Such prohibition or enforceability in any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

30. Governing Law; Jurisdiction.

This Agreement shall be governed by, and construed in accordance with the non-exclusive jurisdiction and Manx laws of the Isle of Man applicable to contracts made and to be performed wholly therein.