Terms And Conditions

WHO WE ARE

1.1. We are Spiritrade Limited, a company registered in England (company number 10917784) whose registered office is 201 Haverstock Hill, NW3 4QG. Our VAT registration number is 282394971.

1.2. Spiritrade is a web-based platform for businesses (and not, in any circumstances, consumers) in the alcohol industry to buy and sell excess and surplus alcohol on a secure, vetted and trusted site. Every member is vetted and approved by us before being able to trade on our platform. We also check and verify all trades made through our site. Any funds transferred for the purchase of products on our website will be held in a third-party escrow account and will only be released to a buyer upon successful verification of the products sold.

1.3. Spiritrade is a members’ only website. To protect our members, all trades are made anonymously between members.

1.4. These terms and conditions set out the terms in respect of the Spiritrade platform and your use of the site. If you wish to use our site then we require you to accept these terms and conditions as part of the membership process. If you have any questions regarding these terms and conditions please contact us on info@spiritrade.com.

DEFINITIONS

The following definitions are used throughout these terms and conditions:

2.1. “us”, “we”, “our” means Spiritrade Limited

2.2. “you”, “your” means a Purchaser or Seller either individually or together, as applicable

2.3. “Purchaser” means a member that purchases any drinks advertised for sale via the platform

2.4. “Seller” means a member that offers for sale drinks on the platform.

2.5. “Escrow Account” means the escrow account for the facilitation of all payments made via our platform, operated by Spiritrade Ltd.

MEMBERSHIP

3.1. To access our site, to view any products available to purchase, to list any products for sale or to make any trade you will first need to register as a member.

3.2. To register as a member you will need to complete our registration application form. As part of the membership registration process, you will be asked to provide information such as your organisation name, business address, company registration number, VAT number (if applicable), AWRS registration number (if applicable), WOWGR registration number (if applicable) and contact details (including a business email address).

3.3. You must notify us of any change to the information you provide as soon as possible after the change occurs.

3.4. We will review your application form and undertake certain verification processes to verify that the information you have provided is true and accurate. This may involve us passing certain pieces of information you provide to us to third parties to conduct such verification searches on our behalf. Our approval of your application is at our sole discretion and we reserve the right to remove your access to our site at any time.

3.5. The person that completes the membership registration process on your behalf will be asked to confirm that you accept and agree to be bound by these terms and conditions. If you do not accept these terms and conditions you may not use our site.

3.6. By completing the membership registration process:

3.6.1. you represent and warrant to us that: (i) you are subscribing to use the site in the course of your business; and (ii) all of the information that you have provided as part of the registration process is complete, accurate and up to date; and

3.6.2. the person that completes the registration process on your behalf represents and warrants to us that he/she: (i) is authorised to act for you for the purposes of making your membership application; and (ii) has the capacity to understand and accept these terms and conditions on your behalf.

3.7. If you breach any of these terms and conditions, we may, at our sole discretion suspend or terminate part or the whole of your access to our site. Such suspension or termination may also result in pending trades being terminated and any potential liability in relation to those cancelled trades will be your responsibility.

MEMBERSHIP FEES

4.1. Spiritrade offers different membership tiers, which may include a Basic membership and a Premium membership. The features, benefits and charges applicable to each membership tier shall be as notified by us on the platform or otherwise in writing from time to time.

4.2. Premium membership is billed monthly unless otherwise agreed by us in writing.

4.3. A member may cancel its membership at any time. Any cancellation will take effect in accordance with the billing and cancellation arrangements notified by us at the time of cancellation. Unless we expressly agree otherwise, any fees already paid are non-refundable.

4.4. Where a member upgrades to Premium membership, any reduced transaction fee or 0% transaction fee benefit shall apply only to transactions entered into after the Premium membership becomes effective. It shall not apply retrospectively to completed transactions or to transactions already in progress at the time the Premium membership becomes effective.

4.5. We may change membership charges, membership benefits, billing cycles or tier features from time to time by giving notice in writing, including by email or by notification on the platform.

4.6. If any membership fee or other amount payable to us is not paid when due, we may suspend or downgrade the relevant membership, remove access to Premium benefits, and/or suspend access to the platform until all overdue amounts are paid.

MEMBERS

5.1. If we approve your application to become a member, we will send an email to the email address provided in your application form confirming your membership and providing a link to access and use the platform.

5.2. You are responsible for all consequences arising from the use or misuse of your login details and account credentials. In particular, you acknowledge and agree that instructions and actions transmitted via the site through your account will be deemed to have originated from you.

5.3. You must ensure that your login details and account credentials are kept secure at all times you become aware or suspect that your account credentials have been lost, stolen, compromised or used by any person other than an authorised user, so that we can take appropriate action to prevent misuse.

THE SPIRITRADE PLATFORM

6.1. You may only buy and sell drinks, beers, champagnes and non-alcoholic beverages in wholesale quantities on the Spiritrade platform. Any beverages that are stored in cases may only be sold if the cases are unopened and retain their original seal.

6.2. The platform enables members to view available stock and submit requests to reserve such stock. A reservation request indicates a member’s interest in purchasing specific products, subject to further confirmation as set out below.

6.3. When a member submits a request to reserve stock:

6.3.1. the member is committing to proceed with the transaction in good faith;

6.3.2. the relevant stock may be held and made unavailable to other members while the reservation is being processed; and

6.3.3. the reservation does not constitute a legally binding contract of sale.

6.4. Following a reservation request, Spiritrade (including through its account managers) will facilitate communication and agreement between the relevant buyer and seller to confirm the final terms of the transaction, including price, quantity, logistics and any other applicable conditions.

6.5. A legally binding contract of sale will only be formed once the transaction has been confirmed by Spiritrade and both parties have agreed to the final terms via the platform or as otherwise confirmed by us in writing.

PLACING DRINKS ON THE SPIRITRADE PLATFORM FOR SALE

7.1. All drinks posted on our platform will need to be approved by a member of our team before they go live. You acknowledge and agree that each offer you make to sell drinks on the Spiritrade platform is a firm and unconditional offer to sell, which, until withdrawn or amended by you in accordance with paragraph 7.3, may be reserved by a Purchaser in accordance with the reservation process set out in paragraphs 6.2 to 6.5 and section 8, and shall only become legally binding in accordance with paragraph 6.5.

7.2. All drinks must be offered for sale in the currency allowed by the platform.

7.3. You may amend, vary or withdraw an offer to sell in accordance with the site procedures for amending, varying or withdrawing offers. Any amendment, variation or withdrawal you make will be deemed to take effect from the time when it is posted on the site. To avoid doubt, you are not permitted to vary, amend or withdraw offers to sell once the stock has been purchased or after the bidding process in relation to the stock has commenced.

7.4. You warrant and represent to us that:

7.4.1. all information provided by you in relation to the offer, including the description and condition of the drinks offered for sale, is accurate, complete and up-to-date;

7.4.2. all drinks conform to these terms and conditions and are authentic;

7.4.3. all drinks offered for sale are fit for human consumption and comply with all applicable laws, regulations and requirements relating to their sale, storage, export, import and distribution in the relevant jurisdiction or jurisdictions;

7.4.4. you are the legitimate owner of the drinks offered for sale; and

7.4.5. you are able legally and legitimately to transfer to the purchaser title to the drinks offered for sale free from all charges, liens and other third party rights and encumbrances.7.5 If you purchase drinks that are designated for sale only in a specific market (such as the European Economic Area), that stock is sold on the basis that:

7.5.1 it is sold on the condition that you undertake to us that the drinks will not at any time subsequent to sale to you become available for purchase in any territory outside the designated market or on ships or from aircraft stores or in any duty-free shop or other duty-free retail establishments wherever situated. We and any relevant trademark owners do not consent to the use of our/their trademarks in relation to sales of drinks outside of that designated market;

7.5.2 if the condition in clause 7.5.1 above is breached, we may without prejudice to any of our other rights or remedies suspend or cancel (in whole or in part) further deliveries, without any further liability to you.

7.5.3 in addition to our remedy at clause 7.5.2, and without prejudice to any other rights or remedies, if you breach the condition at 7.5.1, you will fully and effectively indemnify us in respect of any damage, expenses, levies, fines or losses (including but not limited to any direct, indirect or consequential loss, loss of profit, loss of reputation and all interest, penalties and legal costs, (calculated on a full indemnity basis) and all other reasonable costs and expense) suffered or incurred by us arising out of or in connection with your breach of this condition, (including reasonably incurred professional costs);

7.5.4 the drinks may be sold on the further condition that you undertake to us that they will not at any time subsequent to sale to you become the subject of duty evasion. If at any time we reasonably suspect that this condition has been or will be breached by you, then, without prejudice to any of our other rights or remedies, we may at our discretion: (a) continue to supply the drinks to you, but only on a duty-paid basis; (b) suspend or cancel (in whole or in part) further deliveries, without any further liability to you; (c) request you to supply full details (including name, address, type and quantity of drinks supplied) of the persons to whom the drinks were resold and you shall supply these details; and/or (d) withdraw credit facilities and, in our sole discretion, make further supplies on a cash-with-order basis only; and

7.5.5 you shall procure that purchasers of the drinks from you are subject to the same (or equivalent) conditions as those set out in this clause

7.7.6. Any member who breaches any of these terms may be suspended or removed from the platform by Spiritrade.

PLACING AN OFFER TO PURCHASE DRINKS ON THE SPIRITRADE PLATFORM

8.1. A member may request to reserve available stock via the platform.

8.2. By submitting a reservation request, you acknowledge and agree that:

8.2.1. you are expressing a genuine intention to proceed with the transaction;

8.2.2. you have the necessary authority and financial capacity to complete the transaction; and

8.2.3. the relevant stock may be removed from general availability while the reservation is being processed.

8.3. A reservation request does not constitute a binding agreement to purchase the stock. The transaction will only become binding once confirmed in accordance with paragraph 6.5.

8.4. Spiritrade reserves the right to accept, reject, prioritise or cancel reservation requests at its discretion, including where there are multiple competing requests for the same stock.

8.5. The minimum value for any transaction on the platform is £5,000. We reserve the right, at our sole discretion, to reject or decline any reservation request that does not meet this minimum threshold.

8.6. In relation to each reservation request you submit, you warrant and represent that:

8.6.1. all information provided by you is accurate, complete and up-to-date;

8.6.2. your intended purchase does not, and will not, breach any applicable law, statute or regulation; and

8.6.3. you have the necessary funds to complete the transaction.

PHOTOGRAPHS

9.1. A Purchaser may request photographs of the actual stock available for sale, including images of the bottles and any cases in which the drinks are contained. The Seller shall provide such photographs within a reasonable timeframe upon request.

9.2. Any images uploaded by a Seller to the platform for listing purposes must be clear, professional product images that accurately represent the product being offered for sale.

9.3. Listing images must be presented on a plain white or transparent background and must meet the quality standards specified by Spiritrade from time to time.

9.4. Images taken using mobile phones or informal photography will not be accepted for listing purposes unless expressly approved by Spiritrade.

9.5. Spiritrade reserves the right to reject, remove or request replacement of any images that do not meet the required quality or presentation standards.

FACILITATING TRANSACTIONS

10.1. We will act as a facilitator in relation to all reservation requests and transactions made via our platform. Where a Purchaser submits a request to reserve drinks listed for sale, we will notify the relevant Seller of the details of that request using the contact details provided at the time of registration.

10.2. Following a reservation request, Spiritrade (including through its account managers) may facilitate communication between the relevant Purchaser and Seller in order to agree the final terms of the transaction, including price, quantity, logistics and any other applicable conditions. A reservation request does not constitute a legally binding contract of sale.

10.3. A legally binding contract of sale shall only be formed once the transaction has been confirmed by Spiritrade and both parties have agreed to the final terms in accordance with paragraph 6.5. Upon confirmation, we will notify the relevant Seller and Purchaser by email and remove the relevant listing from the platform.

10.4. Each contract of sale is a separate agreement between the Seller, us and the Purchaser and incorporates these terms and conditions. A contract of sale consists of the Seller’s offer to sell posted on the site, the agreed final terms of the transaction as confirmed by Spiritrade, and these terms and conditions, to the exclusion of all other terms and conditions (including any terms and conditions which either the Seller or the Purchaser may purport to apply under any purchase order, confirmation of order, invoice or similar document), and supersedes all prior agreements, arrangements, statements and understandings in respect of the same.

TRANSACTION FEE

11.1. Unless otherwise stated by us in writing or on the platform, we will charge each of the Seller and the Purchaser a transaction fee of 0.3% of the value of the trade. VAT shall be added where applicable.

11.2. Where a member has an active Premium membership and is entitled to a reduced or zero transaction fee, that reduced or zero transaction fee shall apply only in accordance with the membership terms in force at the time the relevant transaction is entered into.

11.3. For Sellers, the applicable transaction fee shall be deducted from the funds remitted to them in accordance with paragraph 15.2 below. For Purchasers, the applicable transaction fee shall be added to the purchase price payable by them before the drinks are dispatched to them.

SPIRITRADE RATE FEES

12.1. Service and Charges

Pallet charge : €15/pallet

Storage – First 2 weeks are free of charge : €32.50 fixed charge + €1.85/pallet*

*We offer 14 days free storage, after that point storage will be charged at the outlined rate. Storage is charged at a fixed monthly rate, with a weekly rate per pallet.

12.2. Cancellation chargesPre Advice Cancellation : €10.75Escrow Cancellation: €185Cancellation charges will be charged to the responsible party, Spiritrade will not take on any cancellation charges on behalf of clients.

DELIVERY, TITLE AND RISK

The terms of our licence to operate this website require us to take ownership of the goods prior to collection by the Purchaser from our bonded warehouse. As a result, two contracts will take place simultaneously, the purchase of the drinks from the Seller by us and the sale of the same drinks to the Purchaser by us. Ownership of the drinks will pass to us prior to collection by the Purchaser. All payments are still subject to the escrow arrangements and unless prohibited by law, should a sale not proceed, title in the relevant drinks will revert to the Seller.

Sellers13.1. In relation to each contract of sale, you must deliver the drinks at your own cost to our bonded warehouse (the details of which we will notify you via email) within 14 days of the date that the contract of sale is made. If the Seller delays its delivery past the 14-day window and unless there is prior consent from both parties, the Buyer may have the right to cancel its purchase subject to final agreement from Spiritrade.

13.2. You are responsible for complying with any export and import requirements that may apply in respect of any drinks you deliver to us. Any costs, charges or fines payable in respect of inaccurate or incomplete documentation will be payable by you.

13.3. Upon delivery to our warehouse, the title of goods will pass to ‘Spiritrade’ and remain with us until the goods are delivered or transferred to the Purchaser. Risk passes to us once the drinks have been delivered to our warehouse and our authorised representative has signed a proof of delivery note for the shipment.

Purchasers

13.4. In relation to each contract of sale, you are responsible for organising the collection of any drinks purchased via our site from our designated bonded warehouse within 7 days of the stock arriving at our warehouse at your own cost. If you fail to collect your drinks within 7 days of the stock arriving at our warehouse, we may charge you a storage fee.

13.5. We will notify you of the estimated delivery date of the drinks from the Seller and confirm to you via email the date the drinks are delivered.

13.6. Title to the drinks purchased passes to you at the time we receive from you full payment in cleared funds for:

13.6.1. the drinks; and

13.6.2. all other related sums which are or which become due to us from you on any account.

13.7. Until title to the drinks pass to you, you shall:

13.7.1. hold the drinks on a fiduciary basis as our bailee and not sell the drinks on to a third party; and

13.7.2. maintain and store the drinks in satisfactory condition and in accordance with industry-accepted standards.

13.8. Risk in the drinks passes to you at the time you collect the drinks from our warehouse.

CONFORMITY OF DRINKS

14.1. Upon receipt of goods from a Seller our third-party handling agent will undertake a verification check of the goods received to check they comply with the terms of the advert. The drinks will not be deemed to have been accepted by the Purchaser until we have received confirmation from them within 24 hours after their receipt of the stock that it has been accepted. The goods are deemed accepted if the Purchaser does not reject them in such time.

14.2. If we determine that the drinks do not conform with the terms of the offer specified by the Seller, we will notify the Seller promptly and either arrange for the goods to be returned to the Seller (at its cost) or facilitate a discussion with the Purchaser in relation to revising their offer. We will charge the Seller our reasonable storage fees for storing the drinks in our warehouse until a revised trade can be negotiated.

14.3. If we receive drinks that we suspect to be counterfeit, we reserve the right to send any such drinks to the producer, the local agent, or another recognized expert for verification. Any drinks that are confirmed as counterfeit will be held by us or the relevant authorities while the suspected fraud is investigated. The trade will be cancelled and we reserve our right to suspend or remove the Seller from our site. You will indemnify us in respect of any costs we reasonably incur in carrying out our obligations pursuant to clause 14.3.

14.4. If we do not receive the drinks within 14 days of the date that the contract of sale is made then we may suspend a Seller’s right to use the site and charge it reasonable compensation on behalf of the Purchaser for every day that the delivery of the drinks is delayed.

PAYMENT

15.1. In relation to each contract of sale, the Purchaser shall make payment to Spiritrade Ltd.

15.2. Upon transfer of the drinks to another account held at the designated warehouse in accordance with a Triggering Event (as defined in escrow terms), Spiritrade shall release the funds held in escrow to the Seller (if the goods purchased pass our verification checks and are accepted by the Purchaser) or refunded to the Purchaser (if the drinks fail our verification checks or are rejected by the Purchaser as they fail to meet the standards set out in paragraph 7.4).

15.3. You grant us authorisation (both as a Seller and Purchaser) to deduct our commission and any additional fees we have incurred (for example for Handling Fees) from the funds held in escrow before they are remitted to the receiving party.

15.4. You are responsible for paying any duty, value-added tax and/or other sales taxes and/or any customs, import or export duties and/or any other miscellaneous charges that may be incurred on any transaction made via our platform. We will not be liable for any duty, value-added tax and/or other sales taxes and/or any customs, import or export duties we are liable to pay on any drinks sold via our platform.

15.5. All payments made on our platform will be made in the currency permitted by the platform. Payments in other currencies are not permitted.

15.6. All payments must be made via the Escrow Account or direct bank transfer. We will not accept payment made by any other method.

15.7. Please note that in respect of each sum you owe us you are obliged to ensure that we receive in cleared funds a sum equal to the total amount you owe us. This means that it is your responsibility to cover any bank charges applied by your bank in respect of the payment and to ensure that the amount that reaches our bank account net of bank charges is equal to the total amount you owe us, including any VAT.

AVAILABILITY OF THE SITE

16.1. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

16.2. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions and that they comply with them.

16.3. We do not guarantee that our site will be secure or free from bugs or viruses.

16.4. You are responsible for configuring your information technology, computer programs and platform to access our site. You should use your own virus protection software.

16.5. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities

LINKS

17.1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

17.2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

17.3. You must not establish a link to our site on any website that is not owned by you.

17.4. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

17.5. We reserve the right to withdraw linking permission without notice.

17.6. If you wish to link to or make any use of the content on our site other than that set out above, please contact info@spiritrade.com

17.7. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

17.8. We have no control over the contents of those sites or resources.

SITE CONTENT

18.1. Information posted on our site is either posted by us or by members. We do not accept responsibility for the accuracy or completeness of information posted by members.

18.2. Although we take pride in the site and aim to keep it up to date, please note that the information we post may, at times, be incomplete, out of date or inaccurate. If you wish to rely on any information we post then we recommend that you first confirm with us that the information you wish to rely on is correct. The content of the site is subject to change at any time.

18.3. Upon becoming a member, you grant to us a non-exclusive, royalty-free, irrevocable and worldwide licence to use any images, information, logos, marks, text, graphics, and any other content that you provide to us and/or upload or otherwise add to our site. Such use includes modifying such content and publicly displaying it on our site. We may use this content both whilst you are a member and following the end of your membership. You warrant and represent to us that:(i) you have the right to grant to us the rights and licences granted under this clause; and(ii) the exercise of those rights does not and will not infringe the rights (including intellectual property rights) of any third party.

18.4. “SPIRITRADE” is a UK registered trademark of Spiritrade Limited. You are not permitted to use this without our prior written approval.

18.5. We own or are licensed to use all copyright, trademarks and other intellectual property rights in and/or relating to our site. You may use those rights only as set out in these terms and conditions. You must not copy, reproduce, distribute, or create derivative works from any content on the site that is not yours.

DISPUTES, LIABILITY AND TERMINATION

DISPUTES

19.1. If any dispute arises in connection with these terms and conditions, the parties agree to enter into mediation in good faith in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed within 14 working days of notice of the dispute, the mediator will be nominated by CEDR.

19.2. If any dispute arises in connection with the sale or purchase of drinks via our site, we will use reasonable endeavours to facilitate communication between the Seller and Purchaser in order to resolve the dispute.

19.3. If a Purchaser and Seller are unable to resolve a dispute amicably, they agree to enter into mediation in good faith in accordance with the CEDR Model Mediation Procedure. Within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

19.4. Upon receiving written notification from the appointed mediator, we may disclose to the mediator the identity of the Seller and the Purchaser. Once disclosed, we may allocate new user identifiers to both parties to preserve anonymity for continued use of the platform.

INDEMNITY

20.1. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, interest, penalties and legal costs on a full indemnity basis) suffered or incurred by us arising out of or in connection with:

20.1.1. your breach of these terms and conditions; and/or

20.1.2. any contract of sale between a Seller and Purchaser entered into via our site.

OUR LIABILITY TO YOU

21.1. Nothing in these terms shall exclude or limit our liability for:

21.1.1. death or personal injury arising from our negligence;

21.1.2. fraud or fraudulent misrepresentation; or

21.1.3. any liability that cannot be excluded by law.

21.2. We shall not be liable for any indirect or consequential loss or damage arising out of or in connection with these terms or any transaction via the platform, including loss of profits, loss of business, loss of opportunity or loss of data.

21.3. Our total aggregate liability shall be limited to the lesser of:21.3.1 £10,000; or21.3.2 the total fees paid by you to us in the relevant calendar year.

TERMINATION

22.1. Either party may terminate membership at any time on one month’s written notice.

22.2. We may terminate membership immediately if:

• material breach not remedied within 14 days• insolvency events occur
• equivalent legal proceedings arise

22.3. We may also suspend or terminate membership at our discretion for breach of these terms.

22.4. Upon termination:22.4.1. all listings will be removed;

22.4.2. you may not submit reservation requests or transact via the platform;

22.4.3. existing contracts must still be honoured;

22.4.4. all rights granted to you will cease immediately.

GENERAL

DATA PROTECTION

23.1. We will use personal data to provide the platform.

23.2 Further details are set out in our Privacy Policy: https://spiritrade.com/privacy-policy

CONFIDENTIALITY

24.1. Each party undertakes not to disclose confidential information except as permitted below.

24.2. Disclosure is permitted:

24.2.1. to employees, advisers and representatives who need to know (and who must comply with this clause 24);

24.2.2. where required by law or regulation;

24.2.3. in connection with dispute resolution procedures.

24.3. Confidential information may only be used for fulfilling obligations under these terms.

ASSIGNMENT

You must not assign or transfer your rights or obligations without our prior written consent.

VARIATION

We may amend these terms by notifying you. Changes take effect 7 days after publication unless otherwise stated.

MISCELLANEOUS

27.1. We are not liable for failure due to events outside our reasonable control.

27.2. If any provision is invalid, the remainder shall remain in force.

27.3. No waiver shall be implied by delay or failure to enforce rights.

27.4. Nothing creates a partnership or joint venture.

27.5. Remedies are cumulative.

27.6. These terms are governed by the laws of England and subject to the jurisdiction of the English courts.