Terms and Conditions
Terms of Use and Services
*Last updated: June 1st 2025
This section of the website should be read in conjunction with the Investment Risk Guide and Privacy Policy sections of this website.
1. About Sakuro Ventures Ltd
- 1.1 Sakuro Ventures Ltd. is a privately held company registered in the United Kingdom [Company Number: 16393544].
2. The Terms of Our Agreement
- 2.1 This agreement establishes the legal framework for our relationship.
- 2.2 The Company retains the right to request additional information as necessary to provide services, prevent fraud, or comply with legal and regulatory requirements. The Company shall be entitled to rely in good faith on any information provided by you, provided that such information is believed to be true, accurate, and complete.
- 2.3 We strive to accept all applications, but in some cases, we may be unable to proceed. Subject to legal requirements, we reserve the right to decline an application for any reason. If we do decline your application, we will make every effort to inform you.
- Individual clients must be at least 18 years old. We reserve the right to determine, at our sole discretion, the basis and extent to which we accept your investment subscription. Subscriptions will generally be processed in the order they are received; however, we reserve the right to reject or reduce any subscription, in full or in part, regardless of when it was submitted.
- In the event a subscription payment is not accepted, a full refund will be issued to the applicant via cheque, sent at the applicant’s sole risk. The organisation retains the right to validate any subscription application that does not fully adhere to the prescribed terms, conditions, and procedures.
- 2.4 You represent and warrant that you have the legal capacity and authority to enter into this Agreement, acting either individually or on behalf of a company or other legal entity. If you are acting on behalf of a company or other legal entity, you further represent and warrant that you are duly authorised to enter into this Agreement and to execute any investment transactions contemplated herein.
- 2.5 We might request details about your financial standing and investment background to assess your suitability. Providing this information confirms its completeness, accuracy, and timeliness.
- 2.6 This Agreement takes effect once you confirm your acceptance by clicking the designated button on our website.
3. Client Status
- 3.1 Once Sakuro Ventures provides written confirmation that your registration is approved, you will become a Sakuro Ventures client, and these Terms and Conditions will be legally binding.
- 3.2 By default, you will be classified as a ‘Retail Client,’ a classification that offers a greater level of regulatory protection than that afforded to Professional Clients or Eligible Counterparties. You have the option to request classification as a Professional Client, which we may grant if you satisfy the relevant regulatory criteria. Be aware, however, that choosing to be treated as a Professional Client may result in the loss of certain safeguards, including access to the Financial Ombudsman Service for complaints and eligibility for compensation under the Financial Services Compensation Scheme.
- If you are reclassified as a Professional Client, these Terms will not apply, and you will need to agree to separate terms and conditions. To learn more about the specific protections you may lose and the process of opting to be treated as a Professional Client, please contact us.
- 3.3 Please inform us without delay if any details you submitted during registration are updated. Should we determine that you no longer qualify as a Sakuro Ventures Client, we retain the right to terminate your client status with immediate effect, following written notification.
4. Investment Opportunities
- 4.1 As a Sakuro Ventures client, you might be offered access to unregulated collective investment schemes [UCIS] dealing with property investments, though we are not required to do so. If you decide to invest, it will be via a single-purpose Limited Partnership established specifically for property investment. Your investment will grant you an interest in this Limited Partnership, which will be subject to the terms of a Limited Partnership Agreement, a copy of which you will receive.
- 4.2 Sakuro Ventures provides information on potential investment opportunities but does not offer investment advice or recommendations. You are responsible for your own investment decisions, including conducting thorough research and seeking independent advice. If you are unsure about the suitability of an investment, we strongly recommend consulting an Independent Financial Adviser [IFA].
5. Cancellation Rights
- 5.1 You, as a consumer, are entitled to cancel this Agreement within a 14-day Cancellation Period, starting from the date you receive written confirmation that your Sakuro Ventures Client registration
has been approved. - 5.2 To end your services, you need to send a written cancellation request to Client Services at Sakuro Ventures Ltd, registered office at 128 City Road, London, EC1V 2NX, before the Cancellation Period expires. If you don’t cancel within this period, we will keep providing the services as agreed until the agreement is terminated according to its terms.
6. Your Money
- 6.1 Once we have a signed agreement for a specific investment, you’ll need to make the agreed-upon payment. We will only hold that deposit for the specific investment outlined in the contract and will
not manage any general or discretionary investment funds for you. - 6.2 We only accept your funds as investments within our investment business.
- 6.3 We diligently select, appoint, and regularly review banks and financial institutions holding client funds. However, as permitted by applicable regulations, we are not liable for their actions, omissions, or defaults unless these arise from our own negligence, fraud, intentional misconduct, regulatory breaches, or contractual violations.
- If a bank or financial institution where we hold your funds becomes insolvent or experiences a similar event, recovering the full amount in your client account may not be possible. The amount recovered will depend on the relevant regulations, and you may share any shortfall proportionally with our other clients.
- 6.4 Client funds are non-interest bearing.
- 6.5 We may deduct or withhold funds we hold for you if legally required to do so by any tax authority in any applicable jurisdiction, based on our reasonable assessment.
- 6.6 We will try to contact you about unclaimed Client Money as required by applicable regulations. If those attempts are unsuccessful, we may, as permitted by those same regulations, stop classifying the funds as Client Money.
7. Comprehensive Call Record Maintenance
- 7.1 We reserve the right to record phone calls and keep copies of any transcripts, letters, or emails exchanged with you. These recordings and records will be used to manage our relationship, for training purposes, to demonstrate adherence to regulations, and in the event of a disagreement or lawsuit.
- We will keep recordings or transcripts only as long as needed to fulfill the purpose for which they were collected, acting in good faith and following all applicable legal and regulatory data retention rules.
8. Our Liability
- 8.1 We offer investments that may encompass collective investment schemes or alternative investment funds, as regulated by the FSMA and associated rules. Please be aware that these investments typically involve a greater level of risk. We do not offer personalised investment advice, and cannot assure the suitability of any specific investment for your unique situation. Your investment decisions should be based on your own knowledge and judgment, or you should consult with an Independent Financial Advisor [IFA] for professional guidance.
- 8.2 The value of investments can fluctuate, meaning you could lose money, including the entire amount you invested. Before investing, consider whether you have sufficient liquid assets to manage the potential for loss.
- 8.3 The tax information provided on investments is general in nature and should not be considered specific tax advice. We advise you to consult with a qualified tax professional before making any investment decisions.
- 8.4 The Company’s liability to you is limited to losses or damages directly caused by and reasonably foreseeable from our breach of this Agreement, or from our negligence, fraud, or willful misconduct.
- 8.5 The company is not responsible for any defaults or failures by any counterparty, agent, banker, nominee, or other party holding the company’s money, investments, or title documents.
- 8.6 We are not liable for any losses or damages you may experience if our performance is interrupted, delayed, or fails due to reasons outside our reasonable control. This includes, but isn’t limited to, government actions, regulations, telecommunications or computer system failures.
- 8.7 Pursuant to Clause 8.4, we shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of business, profits, data, goodwill, or reputation, that may arise under this Agreement.
- 8.8 This Agreement does not limit our liability for personal injury, death, or any other liability that applicable law prohibits from being excluded or limited.
- 8.9 We shall not be liable for any partial or non-performance of our obligations under this Agreement due to any cause beyond our reasonable control, including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change [including a change of interpretation] of any law or governmental or regulatory requirement. Subject to the applicable Rules, we shall not be held liable for any loss you may incur as a result of such factors, provided we have taken reasonable steps to mitigate the effects.
- 8.10 Prior to making any investment decisions, investors are advised to thoroughly research and independently assess the value of a property. Please note that unless explicitly stated, information provided by Sakuro Ventures does not account for the potential impact of adverse market conditions or developments.
- 8.11 Sakuro Ventures makes no undertakings, representations, warranties, or assurances, express or implied, regarding the accuracy, completeness, or fairness of any information it provides. Sakuro Ventures and its directors, officers, employees, agents, and advisers accept no responsibility or liability for the information provided.
- 8.12 Investments carry no guarantees or assurances regarding their actual value or potential returns. Furthermore, the legal, tax, and accounting implications of any related transactions are not provided.
9. Adherence to Applicable Laws and Regulations
- 9.1 We are committed to complying with all applicable laws, regulations, and rules of market conduct. In good faith, we will refrain from any actions that we believe may infringe upon these requirements. As an organisation subject to laws designed to prevent financial crime, we reserve the right to decline any instructions we deem unlawful or that would compromise our security procedures. However, we may not always provide reasons for such decisions.
10. Risk Awareness
- 10.1 The investments we may introduce you to could be unregulated collective investment schemes and/or alternative investment funds, which carry significant risks, including the potential for capital loss.
- These investments are only suitable for those who fully understand the inherent risks of real estate investing, can bear the economic risk, and recognise the high degree of risk involved, including the possibility of losing their entire investment.
- Investors must also believe the investment aligns with their objectives and financial needs, and have no immediate need for liquidity. Please review the Investment Risk Guide section of this website for more information.
- 10.2 Investors should carefully review the following key investment risks. The value of any investment may be significantly impacted by these risks, potentially resulting in the loss of all or a portion of the initial investment. It’s important to note that past performance does not necessarily indicate future results.
- 10.3 The investment in smaller, unquoted entities carries a high degree of risk. Reliable information to assess the risks may not be readily available. Such investments involve greater risk than a portfolio of publicly traded shares. Given the nature of the proposed investment, it should not be viewed as a short-term endeavor. There is no guarantee that the investment will appreciate in value or that the commercial objectives of the investment vehicle will be achieved.
- 10.4 Fluctuations in economic factors, such as interest rates, inflation, industry dynamics, competition, political developments, tax laws, and other conditions, can significantly and negatively impact real estate investments in general, as well as the prospects of any specific investment opportunities we may present to you.
- 10.5 The investments we may present to you do not have a public market, nor is one expected to develop. Should you choose to invest in any of our proposed projects, you will be prohibited from assigning your investment interest without our express written approval, which we reserve the right to withhold at our sole discretion.
- 10.6 Investors will not be permitted to redeem any investments we recommend. Clients must be willing to hold these investments for an extended period and bear the associated risks.
- 10.7 Property development or redevelopment projects may exceed their budgets due to a variety of unforeseen events. Unexpected changes related to building permits, planning errors, equipment shortages, adverse weather, or other unanticipated factors can lead to cost overruns and delays in project completion. There is no guarantee that any overruns will be adequately covered by insurance policies, or that such insurance will remain available on acceptable terms to the partnership.
- In the event of a budget overrun, the partnership may need to seek additional external financing to complete the project. However, there is no assurance that such financing will be available or offered on terms acceptable to the partnership. Substantial budget overruns also carry the risk that the increased costs may not be fully recouped, potentially having a significant negative impact on the investee companies’ financial performance and condition.
- 10.8 The investment opportunities we present will be single-purpose property development projects, with their performance entirely dependent on the success of the respective developments. These will be newly-formed entities without any operating history, and there will be no strategies or arrangements in place for diversifying or mitigating risk. As such, we cannot provide any assurances that the investment objectives for these entities will be achieved.
- 10.9 All investments will be managed by a third-party entity, over which investors will have no influence or control. Investors will not be able to make any investment decisions or participate in the activities of the investment entity.
- 10.10 We cannot guarantee the tax efficiency or specific tax outcomes of any investment we present. We do not consider the individual tax status of investors when deciding whether to acquire, restructure, or dispose of investments, or how to distribute proceeds. Changes in legal, tax, and regulatory environments during an investment’s lifetime may adversely impact investors.
- 10.11 Your investment with us cannot be easily liquidated or withdrawn. The realisation of your investment is contingent upon the successful completion and sale of a property development project. You will not have the right to demand or compel an exit from your investment before that time. There is no guarantee that market conditions will be favorable for the development project or its eventual disposal. This could significantly delay any targeted exit timeline. The timing of a potential exit is highly unpredictable, and there is no assurance that an exit will ever occur. As a result, investors may risk losing the full value of their investment.
- 10.12 Investors should not rely on any forward-looking statements contained in materials we provide regarding investments. These statements, identified by terms like ‘believes’, ‘continues’, ‘expects’, intends’, ‘may’, ‘or’ ‘seeks’, ‘should’, ‘will’, ‘would’, and their variations, relate to future events and circumstances rather than historical facts. While we will comply with applicable rules, investors should be aware that such forward-looking statements are subjective and do not guarantee that the described trends or activities will continue in the future. Investors should exercise caution when considering these statements, as they involve inherent risks and uncertainties.
11. Conflicts of Interest
- 11.1 As a professional service provider, we may encounter situations where our company’s interests conflict with the duty of care owed to a client. Similarly, we may face conflicts between the differing interests of multiple clients to whom we have a fiduciary responsibility.
- 11.2 If we determine that a conflict of interest cannot be adequately managed under our conflicts of interest policy, we will either refuse to act or make appropriate disclosures to protect your interests and the interests of our other customers and clients.
12. Charges and Other Costs Responsibilities
- 12.1 Prior to implementing any charges for costs or fees, we will provide you with written notification detailing the nature and amount of the charge, and obtain your written approval.
- 12.2 We reserve the right to deduct any outstanding amounts owed to us from any funds we are holding on your behalf.
13. Tax and Legal Affairs
- 13.1 You are solely responsible for managing your tax and legal affairs, including all required filings, payments, and compliance with applicable laws and regulations. We do not provide tax or legal advice, and strongly recommend that you seek independent professional guidance tailored to your individual circumstances. Please note that the tax treatment of investment products can be complex and may change over the course of any given investment.
14. Overseas Regulations
- 14.1 Our services are not available in jurisdictions where they are prohibited by local laws. If you are unsure about the legality of using our services in your location, we recommend consulting a legal advisor. By using our services despite being aware of legal restrictions, you accept that we will not be held responsible for any resulting consequences.
- 14.2 Unless otherwise agreed in writing, we will not provide our services if you are or become a US person. For the purposes of this agreement, a ‘US person’ refers to any citizen or resident of the United States, including the estate of such a person, as well as any corporation, partnership, or other entity created or organised under US law or the laws of any US territory or possession. This also includes any estate or trust whose income, regardless of its source, is subject to US federal income tax.
- We reserve the right to request additional information or evidence at any time to verify that you are not a US person. If we determine that you are or have become a US person, we may terminate our relationship with you in accordance with Clause 18.
- This definition of ‘US person’ encompasses all areas subject to US jurisdiction.
- 14.3 Pursuant to European Union tax regulations, we are obligated to provide specified information regarding the beneficial owners of our investments to the tax authorities of the United Kingdom and other member states, or to withhold taxes at the appropriate rate.
- 14.4 Pursuant to UK legislation, international agreements, and tax treaties, we may be required to provide client information and withhold taxes. Provided you submit the necessary documentation, we will work to collect your income and remit the appropriate withholding tax rate on your behalf.
15. Client Protection
- 15.1 Our products and services are protected by the Financial Services Compensation Scheme. For more details, please visit www.fscs.org.uk.
- 15.2 Depending on the type of business and the circumstances of the claim, you may be eligible for compensation from the scheme if the firm is unable to fulfill its obligations. Most investment business is covered up to 100% of the first £50,000 per person for any eligible claim.
- 15.3 For information regarding compensation arrangements, please contact us or visit the Financial Services Compensation Scheme’s website at www.fscs.org.uk.
16. Complaints
- 16.1 If you are dissatisfied with any aspect of your account or our services, please contact us right away.
- 16.2 If the matter is not resolved to your satisfaction after speaking with us, we will provide you with a copy of our Complaints Procedure upon your written request. You can contact us at any time by writing to our registered office at Sakuro Ventures Ltd, 128 City Road, London, EC1V 2NX. Complaints can be submitted in writing, by telephone, fax, email, or in person.
- 16.3 We take all complaints very seriously and strive to resolve them in a fair and timely manner. Our goal is to address any issues amicably. However, if we are unable to reach a resolution, we encourage you to contact the Financial Ombudsman Service.
- The Financial Ombudsman Service can be reached at:
- Financial Ombudsman Service
Exchange Tower
London
E14 9SR
- You can contact them by phone at 0300 123 9123 [national rate] or 0800 023 4567 [free from landlines]. Alternatively, you can visit their website at www.financial-ombudsman.org.uk.
17. Modifying this Agreement
- 17.1 The Company reserves the right to modify this Agreement by providing you with written notice via email.
- 17.2 Changes will only be made for the reasons outlined below:
- a] To enhance the clarity and ensure the Agreement remains equally favorable to you.
- b] The policy allows for the introduction of new systems, services, technological advancements, and product offerings, including a variety of product types and investment options.
- c] Promptly addressing any errors or oversights that may arise.
- d] Incorporating any relevant changes to applicable laws or regulations.
- e] To account for any increases in the costs of providing services or changes in economic conditions that impact the operation of the Platform or any services offered under this Agreement.
- f] The company shall be responsible for facilitating any business transition as outlined in Clause 21.
- 17.3 Except where we reasonably determine the change is for reasons outlined in clauses 17.2[a] or [c], or is otherwise beneficial to you, we will provide 14 days’ notice of any changes to this Agreement. If you are dissatisfied with any revisions, you may terminate the Agreement, though this will not cancel or alter any of your existing investments or contractual commitments to invest.
- 17.4 Even after termination of our Agreement, including these Terms, the Agreement shall continue to govern any legal rights or obligations that have already arisen or relate to our services under these Terms, as well as any obligations that arise as a consequence of the termination.
- 17.5 The termination of this Agreement will not impact any other existing agreements between us regarding specific investments you have made or to which you have legally committed.
18. Termination of this Agreement
- 18.1 To terminate this Agreement, you may provide notice by email if you no longer wish to use our services and have no ongoing investments or outstanding commitments. Upon receiving your notice, we will update our records accordingly.
- 18.2 In the absence of any investments or outstanding investment commitments on your part, we reserve the right to terminate this Agreement with 14 days’ prior written notice.
- 18.3 This Agreement may be terminated immediately by email under the following circumstances, regardless of whether you have made investments or have outstanding investment commitments:
- a] You have materially breached your obligations under this Agreement, as well as any other applicable agreements, including our terms of website use and data policy.
- b] Pursuant to the terms of this Agreement, your eligibility to use our services has been revoked.
- c] We have reasonable grounds to suspect that you have engaged in fraudulent activities, money laundering, or other unlawful conduct, whether in connection with our services or otherwise.
- d] If, in our reasonable assessment, continuing the Agreement would pose a significant risk of violating any legal or regulatory requirement.
- 18.4 We will provide you the opportunity to comment on any relevant facts or circumstances outlined in clauses 18.3[a] to 18.3[d] before terminating this Agreement, where we deem it reasonable and appropriate to do so.
- 18.5 If we terminate the Agreement pursuant to Clause 18.3, we may also withdraw you from any investment you have committed to but not yet funded, thereby cancelling your unfulfilled obligation.
19. Notices
- 19.1 We will correspond with you at the most recent address you have provided to us, whether that be your email or mailing address.
- 19.2 Any correspondence or notices we send will be considered received by you.
- 2 business days after posting, if sent by first-class, pre-paid post to addresses within the UK
- 5 business days after posting, if sent by airmail post to addresses outside the UK
- Immediately upon dispatch, if sent by email
- 19.3 All correspondence and notices should be directed to Sakuro Ventures Ltd, registered office at 128 City Road, London, EC1V 2NX.
20. Utilizing Your Personal Data
- 20.1 To provide our services, we will collect, use, share, and store your personal data. In doing so, we will adhere to the General Data Protection Regulation [GDPR] and the Data Protection Act 2018 [DPA], which govern how we may use your personal information and grant you certain rights. Please refer to the Privacy Policy section of our website for more details.
21. Business Transition
- 21.1 Sakuro Ventures Ltd. is ‘NOT’ authorized or regulated by the Financial Conduct Authority [FCA]. To address this, the company may restructure its operations, with Sakuro Ventures Limited providing certain services while other appropriately regulated entities handle the remaining services.
- 21.2 Your personal information will be shared with the relevant entity or entities involved in the ‘Sakuro Ventures’ business. They will handle and use that information in compliance with the terms outlined in Paragraph 20.
22. Anti-Money Laundering
- 22.1 Pursuant to UK anti-money laundering regulations, we are required to verify the identity and permanent address of our clients.
- 22.2 As a UK resident, we may conduct an electronic anti-money laundering check of the personal information you have provided. If an electronic verification is not suitable or permitted, you will be required to submit documents to confirm the accuracy of your personal details. This will typically involve providing a certified copy of your passport or photo-card driving license, along with a copy of a recent bank statement, utility bill, or other approved documentation. However, additional documents may be requested depending on the specific circumstances.
- 22.3 We reserve the right to decline any transactions involving third-party payments or payments from bank accounts that are not registered in your name or located outside of the European Union.
- 22.4 By investing in our projects, you acknowledge that we may be required to provide professional advisers and other service providers associated with those projects with copies of any identity and address verification documents we have obtained from you. You hereby grant us permission to forward these documents to such parties upon their request.
- 22.5 If requested, we may be required to provide these documents to your bank or another institution where you maintain a client account. By confirming this, you grant us permission to forward these documents to the appropriate parties as needed.
- 22.6 Pursuant to legal obligations, we must report any knowledge, suspicion, or reasonable grounds to suspect money laundering, terrorism financing, or related activities. We may also be required to cease acting in certain circumstances, without providing an explanation. We are generally prohibited from informing anyone, including yourself, that we have made such a report. We will not be liable for any liabilities, losses, costs, or expenses you incur due to our compliance with these legal requirements. These obligations may lead us, acting in good faith, to determine it appropriate to prevent you from proceeding with an investment, even if we had previously agreed you would do so. In such cases, we will not be liable for any liabilities, losses, costs, or expenses you suffer.
23. Anti-Bribery and Corruption
- 23.1 Our organization has established and will uphold a comprehensive anti-bribery and anti-corruption policy governing all facets of our operations. We strictly prohibit the acceptance of cash payments from you or on your behalf.
24. Assignment and Delegation
- 24.1 This Agreement may only be enforced by the parties hereto. No other person shall have any rights under the Contracts [Rights of Third Parties] Act 1999 to enforce any provision of this Agreement. Notwithstanding the foregoing, the rights and obligations of any permitted assignee or transferee shall remain unaffected.
- 24.2 You hereby agree not to assign, dispose of, or grant security interests over any of your rights and obligations under our Agreement without obtaining our prior written consent.
- 24.3 We reserve the right to assign or transfer our rights and obligations under this Agreement to a third party. Prior to any such assignment or transfer, we will make reasonable efforts to reach an agreement with the assignee/transferee that adequately protects your rights under these Terms and ensures the services will be provided to the same standard as we currently provide them. We will give you written notice of any assignment or transfer. If you object to the assignment or transferee, you may terminate your relationship with us or the assignee/transferee in accordance with these Terms.
- 24.4 Under our Agreement, we reserve the right to delegate any of our functions and employ agents to perform necessary administrative or ancillary services, without requiring prior notification to you.
25. Interpretation
- 25.1 In these Terms:
- ‘Sakuro Ventures’ is the trading name of ‘Sakuro Ventures Ltd.’, a professional business entity. [company number: 16393544].
- The term ‘Sakuro Ventures Client’ refers to any individual, corporation, unincorporated association, partnership, trust, or other entity that has been accepted and registered as a client of Sakuro Ventures Ltd.
- A ‘Consumer’ is an individual Sakuro Ventures client who is not a company or other incorporated entity and is not using our services in the course of any business they are carrying on.
- The term ‘Terms’ refers to the present terms and conditions.
- The terms ‘we‘, ‘us‘ or ‘our‘ refers to Sakuro Ventures.
- The terms ‘you‘, ‘your‘ refers to a Sakuro Ventures Client.
- 25.2 Unless the context requires otherwise, the following definitions apply within these Terms and Conditions:
- a] The headings included in this document are for organisational purposes only and shall not impact the construction or interpretation of the Terms.
- b] In professional writing, singular terms often encompass the plural, and vice versa.
- c] Any reference to a statute, statutory instrument, the Rules, or other regulation shall be construed as a reference to the current, amended, consolidated, re-enacted, or replaced version of such statute, statutory instrument, Rules, or regulation, including all underlying provisions, rules, and regulations.
- d] Any reference to a party shall be deemed to include that party’s personal representative, successor, or permitted assigns.
- e] In the event of any conflict between these Terms and any other document, these Terms [excluding any applicable Supplementary Terms] shall take precedence.
- f] All references to Sakuro Ventures shall also include any successor entity names or trading names that have been reported to and appear on the register maintained by the Regulator.
- g] The words following terms such as ‘for example’, ‘include’, ‘including’, ‘in particular’, or any similar expressions shall be construed as illustrative and shall not limit the meaning of the preceding words, description, definition, phrase, or term.
26. Severability
- 26.1 Should any term, condition, or provision of this Agreement be deemed invalid, unlawful, or unenforceable to any degree, the validity, legality, and enforceability of the remaining terms and conditions shall not be affected.
- 26.2 If a provision of this Agreement is deemed invalid or unenforceable per Clause 26.1, but would be valid or enforceable with a partial deletion or reduction in the period, area, or scope of application, then the provision shall be modified as necessary to render it valid and enforceable.
- 26.3 In the circumstances outlined in Clause 26.1, and if Clause 26.2 does not apply, you agree to attempt to substitute a valid and enforceable provision in place of any invalid or unenforceable provision. The new provision should achieve the same effect as the original invalid or unenforceable provision to the greatest extent possible. While the parties work to agree on the substitution, the obligations under the invalid or unenforceable provision will be suspended.
27. Governing Law
- 27.1 The laws of England govern and construe our Agreement and any non-contractual obligations arising from or related to our Agreement and our relationship with you prior to the Agreement’s effective date. Each party submits to the non-exclusive jurisdiction of the English courts.
28. Communication
- 28.1 This Agreement is provided in English, and all communications between the parties, including any documentation, will be conducted in English.