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Services or your reliance upon the information and suggestions provided by Vertu hereunder
and the resulting supply of goods and services to you by any third party.
Vertu shall have no liability to you for any loss, damage, costs, expenses or other claims for
compensation arising from requests or instructions supplied by you which are incomplete,
incorrect or inaccurate or arising from their late arrival or non-arrival, or any other fault of you.
Vertu shall not be liable to you or be deemed to be in breach of these Terms and Conditions by
reason of any delay in performing, or any failure to perform, any of Vertu 's obligations in relation
to the VC services, if the delay or failure was due to any cause beyond Vertu's reasonable
control.
Except in respect of death and personal injury caused by the negligence of Vertu and subject to
the provisions of these Terms and Conditions, Vertu's maximum liability to you for breach of any
of its obligations hereunder shall be limited to the value of the annual subscription fee, if any, and
the relevant charge for the VC services to be provided.
The limitations of liabilities set out herein apply only to the maximum extent permitted by law.
22. Governing Law and Arbitration of Disputes
Any and all claims, except claims for monies due to Vertu, arising out of or relating to the use of
VC must be commenced within one (1) year after the date either you or Vertu knew or should
have known of the facts giving rise to such claim, after which such actions shall be barred. If
acceptance of your membership request or a particular service request takes place within
Europe, Middle East or Africa, the governing law shall be English law. All disputes arising out of
or in connection with these Terms and Conditions shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by one arbitrator appointed in
accordance with the said Rules. The arbitration proceedings shall be conducted in London,
England in the English language. The arbitration decision shall be final and binding. Provided
that the parties shall have the right to take proceedings in any other jurisdiction for the purposes
of enforcing a judgment or order obtained from the courts of England and Wales.
If acceptance of your membership request or a particular service request takes place within
Asia Pacific, the governing law of these Terms and Conditions shall be Singapore law. All
disputes arising from or connected to these Terms and Conditions shall be settled finally and
exclusively in Singapore under the Rules of the Singapore International Arbitration Centre
(SIAC Rules). The arbitration shall be conducted in English in Singapore. The award shall be
final and binding on both parties. Provided that the parties shall have the right to take
proceedings in any other jurisdiction for the purposes of enforcing the arbitral award.
If acceptance of your membership request or a particular service request takes place within the
Americas region, all disputes and matters relating to arbitration shall be governed by the Federal
Arbitration Act (9 U.S.C. §§1 et. seq.). Except to the extent governed by applicable U.S. federal
law, any transactions with VC and its Suppliers shall be governed by the laws of the State of
Texas, excluding its conflict of law rules. Any and all claims, except claims for monies due to
Vertu, arising out of or relating to your membership and use of VC shall be barred unless an
action or legal proceeding is commenced within eighteen (18) months after the date you or
Vertu knew or should have known of the facts giving rise to such claim. Any dispute relating in
any way to your membership and use of VC and any orders placed through VC, shall be
submitted (together with any counterclaims and disputes under or in connection with other
transactions and/or agreements between you and Vertu) to final and binding, confidential
arbitration to the Dallas, Texas office of the American Arbitration Association (the "AAA"), with
such arbitration to be held in Dallas County, Texas, except that, to the extent you have in any
manner violated or threatened to violate any Vertu or Vertu affiliates' or licensors' intellectual
property rights, Vertu may seek injunctive or other appropriate relief in any state or federal court
in the state of Texas or, at Vertu's option, any other appropriate state or country, and you
consent to exclusive jurisdiction and venue of such court. Arbitration under these Terms and
Conditions shall be conducted under the then prevailing Wireless Industry Arbitration Rules of
the AAA (except as such rules may be modified by the terms of these Terms and Conditions),
unless otherwise agreed in writing by the parties and shall be heard by a single arbitrator.
Subject to any terms contained in these Terms and Conditions limiting or excluding damages,
the arbitrator may award any relief that the arbitrator deems proper, including without limitation
equitable relief, provided that no award of exemplary, special, consequential or punitive
damages shall be permitted. The prevailing party, as determined by the arbitrator, shall pay the
AAA arbitration fees and the arbitrator's fees and expenses, as applicable. The arbitrator's
award shall be binding and may be entered as a judgment and enforceable in any court of
competent jurisdiction. To the fullest extent permitted by applicable law, the arbitration shall be
conducted on an individual, not a class-wide basis, and no arbitration under these Terms and
Conditions shall be consolidated with or joined to an arbitration involving any other person or
entity, whether through class arbitration proceedings or otherwise, without the prior written
consent of you and Vertu.
23. Force Majeure
Vertu shall not be liable for loss or damage caused by any delay or failure to perform its
obligations under these Terms and Conditions caused by failure of any machine, system of
authorization, data processing or communications system, transmission link, strikes, lockouts,
riots, war, fire, acts of God, accidents, material or transportation shortages, governmental
restrictions or injunctions, or denial of import or export licenses, or compliance with any law,
regulation or order, or due to any other circumstances or causes that have the effect of
frustrating performance of these Terms and Conditions, or any other cause beyond the control
of Vertu.
24. General Provisions
Headings - The headings of each of these Terms and Conditions are for convenience of
reference only and shall not form part of these Terms and Conditions. Such headings shall be
ignored in the interpretation or construction of any of these Terms and Conditions.
Severability - If any provision or provisions of these Terms and Conditions shall be held to be
invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted
by applicable law, and the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
No Waiver - Vertu's failure to insist on performance of any term or condition contained in these
Terms and Conditions, or failure to exercise any of Vertu's rights hereunder, shall not constitute
a waiver of any of Vertu's rights or remedies under these Terms and Conditions.
Entire Agreement - These Terms and Conditions constitute Vertu's and your complete and final
statement of the parties' agreements and understandings relating to the subject matter of these
Terms and Conditions, and supersedes any related prior agreements, understandings and
discussions, oral or written.
Notices - Each party (i.e. you or Vertu) may send notices or communications to the other by
personal delivery, e-mail, regular mail or fax. Notices or communications must be sent to the
latest contact details specified by the receiving party. Notices and communications will be
considered received by the addressee (as applicable): (1) If by courier or other mode of
personal delivery, on the date of personal delivery to such addressee's address as last specified
by that addressee before dispatch; or (2) if by posting, 5 working days after the date of
registered posting (by airmail, delivery receipt requested) to the addressee's address last
specified by the addressee before posting; or (3) if by facsimile, contemporaneously with
facsimile transmission to the facsimile number last specified by the addressee before
transmission, with delivery being evidenced by an appropriate successful transmission contact
report. E-mail communications shall be considered received by the addressee on the earlier of
(1) the earliest time at which the e-mail is accessible by the addressee; (2) receipt by the sender
of a delivery receipt message indicating successful delivery to the intended addressee's e-mail
address, or (3) the expiry of 48 hours from the sending of the e-mail; provided that if at any point
the sender receives notification that the e-mail has not been successfully transmitted to an
English
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