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Activity Provider Agreement

The following terms (‘Agreement’) set out the nature of our relationship. This Agreement comes into force on the date above and continues until terminated by either party. References here to ‘we’, ‘us’, ‘our’ and similar are references to Shiny Details Ltd, a company registered in England & Wales at the Cardiff office of Companies House under Company Registration Number 07349312, of registered office Kemp House, 152 City Road, London EC1V 2NX, trading as natureflip.com.

1. Agreement

1.1. We operate a website at www.natureflip.com and other addresses from time-to-time (‘the Website’).

1.2. Customers will book your services via the Website, for which we will collect a booking fee..

1.3. You must specify on the Website what products and services (‘Activities’) are included in the Activity Price and where an item that a customer might reasonably expect to be included is not inclusive of the Activity Price, you must make this clear.

2. Liability

By registering or using the Website, you:

2.1. understand and acknowledge that natureflip.com is a digital platform for connecting customers and Activity Providers and is not an activity provider or organiser of event services in its own right of any kind;

2.2. acknowledge and agree that Activity Providers, not natureflip.com, are responsible and liable for the provision and delivery of the Activities, and for obtaining and fulfilling all legal, statutory and regulatory requirements in connection with those services;

2.3. represent and warrant that you, and your employees, agents, contractors, and sub-contractors who may perform work for you, are properly and fully qualified and experienced, and licensed and insured, as required by the laws or regulations applicable to the Activities which you may be in offering and in relation to the specific job(s) you are performing for customers;

2.4. you understand and agree that using the Website does not guarantee that customers will book your Activities;

2.5. you acknowledge that natureflip.com does not accept any responsibility for the action or inaction on your part, and you will (among other things) accept sole responsibility for all complaints from customers referred by the Website relating to its venue and services;

2.6. you are to be fully responsible and liable for arranging and providing the customer’s event and natureflip.com shall have no responsibility or liability whatsoever and you shall indemnify and hold harmless natureflip.com fully in respect of any losses, damages or financial penalties suffered by you or your customers as a result of negligence, breach of contract or any theory of tort;

2.7. natureflip.com has no responsibility or liability for the financial consequences to you of any downtimes or technical difficulties, whether temporary or permanent, that might occur with the booking management system.

3. Obligations of the Activity Provider

In addition to observing the User Restrictions in clause 7 below, the Activity Provider:

3.1. will provide the Activities with reasonable care and skill;

3.2. maintain on risk with a reputable insurer a policy of public liability insurance, covering the standard risks for the Activity Provider’s type of business.

3.3. comply with all laws and regulations applicable to the Activities to be provided.

4. Account Registration and Business Process

4.1. Users may access the Website without registering for an account. However, to access and participate in certain features of the Website, you will need to create a password-protected account ("Account").

4.2. You agree to provide accurate, current, and complete information during the registration and at all other times when you use the Website, and to update information to keep it accurate, current, and complete.

4.3. You are solely responsible for safeguarding your natureflip.com password. You are solely responsible for all activity that occurs on your Account, and you will notify natureflip.com immediately of any unauthorised use. natureflip.com is not liable for any losses by any party caused by an unauthorised use of your Account. Notwithstanding the foregoing, you may be liable for the losses of natureflip.com or others due to such unauthorised use.

4.4. Following registration, you will be asked to upload and add information about your Activities, which will then be searchable on the Website. You will receive notification of bookings made or requests for information from customers, depending on your account settings and membership plan.

4.5. Customers can make one or more bookings with Activity Providers (depending on the requirements for the event) using our online booking system

4.6. A booking by a customer does not constitute a binding legal agreement with the Activity Provider. Once a booking is accepted, the customer and the Activity Provider must then negotiate and agree terms of business between themselves. natureflip.com accepts no responsibility in formation, procurement or performance of any contract made between the customer and Activity Provider.

5. Our Content

5.1. Subject to your compliance with this Agreement, natureflip.com grants you a limited, non-exclusive, revocable, non-transferable license to reproduce and display Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and use of the Website.

5.2. You will not use or otherwise exploit the Website or our Content, except as expressly permitted in this Agreement.

5.3. The Website and its Content are provided to you ‘as is’, and without any warranty of any kind, whether express or implied. If you download or print a copy of our Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by natureflip.com or its licensors, except for the licenses and rights expressly granted in this Agreement.

6. User Content

6.1. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit user content.

6.2. By making available any user content on or through the Website, you hereby grant to natureflip.com the right to use, such user content to promote the Website or Activities, or for any other purpose as we see fit.

6.3. You also agree that natureflip.com may re-publish any information, graphics and data from your own website and other marketing materials.

6.4. For the avoidance of doubt, the rights granted to natureflip.com in this clause 6 shall survive closure of the Website or termination of your Account, for any reason.

6.5. You acknowledge and agree that you are solely responsible for all user content that you make available on or through the Website. Accordingly, you represent and warrant that:

6.5.1. you either are the sole and exclusive owner of all user content that you make available on or through the Website or you have all rights, licenses, consents and releases that are necessary to grant to natureflip.com the rights in such user content, as contemplated under this Agreement; and,

6.5.2. neither the user content nor your posting, uploading, publication, submission or transmittal of the user content or natureflip.com's use of the user content (or any portion thereof) on, through or by means of the Website will infringe, misappropriate or breach a third party's rights or result in the breach of any applicable law or regulation.

6.6. You agree that natureflip.com may proofread, summarise or otherwise edit and/or withdraw Content provided by you, but we are not responsible or liable for the accuracy of your Content. You understand it remains your sole responsibility to monitor your user content and ensure that such edited Content is accurate and consistent with your representations and warranties in this Agreement.

6.7. You further agree that you are the author of all Content you create and submit to the Website, and that you are the owner of such Content, subject to the license rights granted to us in this Agreement and we also retain the right to use and exploit any feedback and suggestions you provide to us about the Website and our services (e.g. ideas for new features, etc.)..

6.8. natureflip.com reserves the right, at any time and without prior notice, to remove or disable access to user content that we, in our sole discretion, consider to be objectionable for any reason, in breach of this Agreement or otherwise harmful to the Website or users, or for any other reason.

7. User Restrictions

Users may not:

7.1. use another person's Account;

7.2. contact or communicate with any other user for the purposes of organising, managing or facilitating events other than via this Website;

7.3. instruct or engage a user, whether directly or indirectly, in regard to any future events outside this Website;

7.4. misrepresent yourself or the Activities offered by you through the Website;

7.5. misrepresent your identity or qualifications;

7.6. misrepresent an event or other information in a booking or book customers for non-existent events;

7.7. post content in any inappropriate category or areas on the Website;

7.8. use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Website or contact our Users for any purpose without natureflip.com's prior written approval;

7.9. in any manual or automated manner, copy copyrighted text, or otherwise misuse or misappropriate Website information or Content including but not limited to, use on a mirrored, competitive, or third-party site;

7.10. transmit more request messages through the Website in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser, provided that the operators of public search engines may use spiders or robots to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. natureflip.com reserves the right to revoke these exceptions either generally or in specific cases;

7.11. take any action that:

7.11.1. may unreasonably encumber the Website's infrastructure;

7.11.2. interferes or attempts to interfere with the proper working of the Website or any third-party use;

7.11.3. bypasses measures that are used to prevent or restrict access to the Website;

7.11.4. circumvents, disables or otherwise interferes with security features of the Website;

7.11.5. distributes viruses or any other technologies that may harm natureflip.com or users;

7.11.6. uses the Website in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or,

7.11.7. circumvents or manipulates our fee structure or moneys owed to us;

7.12. collect, harvest or publish any personally identifiable data including but not limited to names or other account information, from the Website, or use the communication systems provided by the Website for any reason not explicitly authorised by this Agreement, including for marketing purposes;

7.13. recruit, solicit, or contact in any form Activity Providers or customers for employment or any other use not specifically intended by the Website;

7.14. take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Website, including Content that is harassing, hateful, illegal, offensive, obscene, defamatory, threatening, or discriminatory; or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offence, or conduct that would give rise to civil liability or breach of any law in any jurisdiction;

7.15. advertise or solicit any product or service not related to or appropriate for the Website including, but not limited to any product or service that:

7.15.1. is not related to events;

7.15.2. provides directories or referrals, or other marketing services;

7.15.3. offers lending, financial products, investments or regulated services (whether or not regulated by the Financial Services and Markets Act 2012 and similar legislation);

7.15.4. competes with the business of natureflip.com;

7.15.5. is based outside the United Kingdom, unless the event is to take place within the United Kingdom.

7.16. submit user content that damages the experience of any user including but not limited to:

7.16.1. requests to download mobile applications and/or links that direct the user to mirrored websites; and,

7.16.2. using a profile page or user name to promote services not offered on or through the Website.

7.17. take any action that may undermine the efficacy or accuracy of Reviews;

7.18. fail to perform or deliver Activities purchased from you as promised, unless the customer fails to materially meet the terms of the mutually agreed-upon agreement for the Activities or refuses to pay, or a clear typographical error is made, or you cannot authenticate the customer's identity;

7.19. engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods not specifically approved by natureflip.com;

7.20. sign-up for, negotiate a price for, use, or otherwise solicit an Activity with no intention of following through with your use of or payment for the Activity;

7.21. agree to purchase an Activity when you do not meet an Activity Provider's requirements;

7.22. undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Website; and

7.23. attempt to indirectly undertake any of the foregoing.

8. Termination

8.1. Either party may terminate this Agreement at any time on thirty (30) days’ notice to the other, however any moneys due to us shall remain due and owing notwithstanding termination or determination of this Agreement.

8.2. We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your natureflip.com Account in whole or in part. If we exercise our discretion under this Agreement to do so, any or all of the following can occur with or without prior notice or explanation to you:

8.1.1. your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Website or your user content, or receive assistance from natureflip.com support teams;

8.1.2. if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, and why it has been terminated; and,

8.1.3. you will not be entitled to any compensation for Website services or Activities cancelled or delayed or as a result of Account termination.

9. Our services for Activity Providers

9.1. Activity Providers who wish to make use of our booking and transactional system on the Website must purchase one of the monthly subscription option specified in clause 10 below. This allows the Activity Provider to use the booking system to create timeslots for specific activity listings, enabling customers to book their activity direct with the Activity Provider online.

Payments by customers are handled by natureflip.com and we hold the funds in escrow as per the provisions of clause 13 below.

9.2. Activity Providers may list only specific or one-off activities on the Website as under a monthly subscription and may not use their monthly subscription to advertise or market activity or holiday package deals via the Website.

9.3. Should an Activity Provider wish to market or advertise holiday or activity package deals in addition to, or instead of, activity listings, then clause 15 below will apply.

10. Subscription Fees

10.1. We offer a range of subscription membership levels to Activity Providers, as specified in clauses 10.3 to 10.5 inclusive below. We reserve the right to vary the specifications of these subscription membership levels at any time without prior notice to you. Membership of natureflip.com allows you to arrange bookings with, customers.

10.2. Subscription fees will be shown on the Website and confirmed prior to payment.

10.3. Package 1 includes one (1) business profile, ten (10) activity listings and access to the complementary booking management system.

10.4. Package 2 includes five (5) business profiles, one hundred (100) adventure listings, and access to the complementary booking management system.

10.5. Package 3 is for Activity Providers who require more than one hundred (100) listings. The subscription fees for Package 3 will be quoted for on request.

10.6. Activity Providers who subscribe will pay a monthly subscription fee, for which they will have access to list their business profile(s) and an editable list of activities, together with complementary access to the custom-built booking management system in all cases.

10.4. Should you cancel your subscription (or wish to downgrade your membership level), this will take effect at the end of your then current subscription period, but you will not be entitled to a refund. You may notify us at any time of your desire to cancel.

10.5. The subscription will be renewed automatically for further terms of the same length unless and until this Agreement is terminated by either party. Prior to being debited for a subscription renewal, you will receive a notice to the e-mail address registered to your account giving you the opportunity to cancel your renewal. The e-mail will also include a link you can use to downgrade your membership status, should you wish to do so.

10.6. Activity Providers agree to pay all applicable fees or charges based on the payment terms then in effect, regardless of whether you have an active Account, and without any right of deduction or set-off. Charges shall be made via our Online Payment Provider, or other payment method designated at the time you make a purchase or register for a service.

10.7. All payments to natureflip.com will be via our Online Payment Provider, to whom you will provide your debit or credit card number and contact information. The Online Payment Provider will hold your card details in order to facilitate the renewal of your subscription at the end of your subscription term.

10.8. The Online Payment Provider has its own privacy and data collection practices and we have no responsibility or liability for these. For your reassurance, our Online Payment Provider is a PCI-DSS Level 1 compliant Service Merchant Provider that exceeds all industry-standard payment security practices.

10.9. All payments are final and will not be refunded, unless specifically agreed by us to the contrary. If you have a question about a charge on your credit or debit card, you agree to contact us using the form available on our Contact Page.

10.10. If you believe you have been incorrectly charged for a service you must contact us (via the Contact Page) and leave at least forty-eight (48) hours for a response before taking further action. In the event a payment is to be refunded any chargeback requests with banks or card issuers must be closed before a refund can be processed.

10.11. If you do not pay on time or if natureflip.com cannot successfully process a payment via our Online Payment Provider (or other payment method, if designated) for any reason, natureflip.com reserves the rights to recover payment and all fees, costs and expenses incurred, including reasonable professional and debt recovery fees, costs and expenses, in our pursuit of the sums owed, and you agree to pay these.

10.12. You expressly agree that all communication in relation to accounts in arrears or Fees due will be made by electronic mail or by phone. Such communication may be made by natureflip.com or by anyone on its behalf, including but not limited to a third party collection agent.

10.13. Should you at any time cancel your Account, you will not receive any refund. If you have a balance due on any account, you agree that natureflip.com may charge such unpaid fees or otherwise invoice you for such unpaid fees.

10.14. You understand and agree that you are solely responsible for determining your own tax requirements in consultation with tax advisers, and that we cannot and do not offer specific tax advice to either Activity Providers or customers.

11. Featured Listings

Activity Providers can feature their activity listings for a fixed period of time on

payment to us of an additional fixed fee. Featured listings are randomly displayed in

a carousel style feature list, the appearance of which in customer browsers will be

dependent on the activity location and proximity of the location to points of

interest of relevance to the customer.

12. Commission on bookings

12.1. In addition to the subscription fees referred to in clause 10 above, you will pay us a commission on all your fulfilled bookings via the Website.

12.2. The rate of commission in clause 12.1 above shall be between eleven percent (11%) and sixteen percent (16%)(exclusive of VAT) and shall be calculated against gross revenues.

13. Payments

13.1. All payments by customers are processed via our Online Payment Provider and held by natureflip.com in escrow pending fulfilment of the booked Activity.

13.2. Payments to Activity Providers for completed activities are made by electronic bank transfer to the nominated bank account of the Activity Provider. Payments are processed three (3) times a month, on the 1st, the 10th and 20th day, based on the following:

13.2.1. payment for activities completed between the 1st and the 9th of the month, will be transferred to the Activity Provider on the 20th of the same month;

13.2.2. payment for activities completed between the 10th and the 19th of the month, will be transferred on the 1st of next month;

13.2.3. payment for activities completed between the 20th and the last day of the same month, will be transferred on the 10th of the next month.

13.3. natureflip.com shall deduct from the payments in clause 13.2 above the commission due to natureflip.com as per clause 12 above, and natureflip.com also reserves the right at any time and for any reason to deduct or set-off from the payments due to Activity Providers any commission payments due and owing to natureflip.com at any time for any reason.

13.4. natureflip.com shall delay a payment to the Activity Provider where a booked Activity is pending.

13.5. natureflip.com aims to process the payments to Activity Providers promptly as scheduled in clause 13.2 above, however time shall not be of the essence in this regard and natureflip.com accepts no responsibility or liability whatsoever for delays which may occur for any reason (whether or not the fault of natureflip.com or its agents). In all cases, Activity Providers should allow up to five (5) working days for receipt of cleared payment from natureflip.com.

14. Pricing, Cancellations and Refund Policy

14.1. Activity Providers may specify whatever prices they see fit for their listed Activities.

14.2. Notwithstanding clause 14.3 below, Activity Providers are advised that customers have a statutory right to cancel their booking within fourteen (14) days of the date of the booking, in which case the customer shall be provided with a full refund of the agreed price (or the sum paid to date, if less). This shall apply irrespective of whether the customer is eligible for a refund pursuant to clause 14.3 below. -.

14.3. Subject to the statutory right in clause 14.2 above, Activity Providers agree to abide by natureflip.com’s Refund Policy, as follows:

14.3.1. where the customer cancels within seven (7) days of the date of the booked Activity, there shall be no requirement for the Activity Provider to agree a refund for the customer;

14.3.2. where the customer cancels between fourteen (14) and eight (8) days inclusive prior to the date of the booked Activity, the Activity Provider shall refund (or agrees that natureflip.com shall refund on the Activity Provider’s behalf) fifty percent (50%) of the full agreed price of the Activity (or the sum paid to date, if less);

14.3.3. where the customer cancels fifteen (15) or more days prior to the date of the booked Activity, the Activity Provider shall refund (or agrees that natureflip.com shall refund on the Activity Provider’s behalf) the full agreed price of the Activity (or the sum paid to date, if less).

15. Activity package deals

15.1. Where an Activity Provider wishes to advertise their activity package deals and offers via the Website, natureflip.com will include in an Activity Provider’s profile an external links to the Activity Provider’s website.

15.2. Activity Providers cannot use the booking system provided by natureflip.com for package deals, nor take payments through the natureflip.com website for such deals.

15.3. In respect of package deals, the Activity Provider must process all bookings and payments via its own website or otherwise direct with the customer, and the contract is effective between the Activity Provider and the customer only and natureflip.com is not party to it.

15.4. It is Activity Provider’s responsibility to ensure it is in compliant with all applicable laws and regulations, including but not limited to the Package Travel Regulations (1992).

16. Intellectual Property Rights

16.1. natureflip.com content is protected by copyright, trademark, and other laws of the United Kingdom and other countries. Except as expressly provided in this Agreement, natureflip.com and its licensors exclusively own all right, title, and interest in and to the Website and natureflip.com content, including all associated intellectual property rights.

16.2. All trademarks, service marks, logos, trade names and any other proprietary designations of natureflip.com used herein are trademarks or registered trademarks of natureflip.com. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

17. No Endorsement

17.1. natureflip.com does not endorse any Activity Provider or Activity, and natureflip.com is not a party to any agreements between or among users or third parties.

17.2. No agency, partnership, joint venture, or employment is created between natureflip.com and any user as a result of this Agreement or any user's use of any part of the Website, including but not limited to any Activities.

17.3. Users are required by this Agreement to provide accurate information. natureflip.com is under no obligation whatsoever to undertake additional checks and processes to verify the identities, backgrounds or credentials of users, nor do we make any representations about, confirm, or endorse any user or their purported identity, background or credentials, regardless of the specific natureflip.com services they are using or any involvement by natureflip.com personnel in providing or scheduling those services.

17.4. By using the Website, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from natureflip.com with respect to such actions or omissions.

18. Breaches of this Agreement

Without limiting any other rights reserved herein, natureflip.com may, in its sole discretion, take any action permitted by law for any breach of this Agreement or any other policy or agreement between you and natureflip.com, including but not limited to removing user content you posted, limiting your Account access, requiring you to forfeit certain funds or paid fees, terminating your Account, decreasing your status or search rank on the website, cancelling bookings, blocking access, investigating you, and/or co-operating with law enforcement agencies in investigation or prosecution.

19. Limitation of Liability

19.1. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE AND ITS CONTENT (INCLUDING VIRUSES AND MALWARE, FOR WHICH WE WILL NOT BE LIABLE OR RESPONSIBLE), YOUR OFFERING OR PROVIDING ACITIVITES THROUGH THE WEBSITE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF NATUREFLIP.COM OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER NATUREFLIP.COM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE WILL BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NATUREFLIP.COM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE (AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE).

19.2. NOTWITHSTANDING CLAUSE 19.1 ABOVE, IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF NATUREFLIP.COM AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, WEBSITE, ACTIVITIES, AND/OR THE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY EVENT SERVICES OR INTERACTIONS WITH ANY OTHER USERS, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO NATUREFLIP.COM BY YOU HEREUNDER, OR THE SUM OF ONE HUNDRED POUNDS (£100.00), WHICHEVER SHALL BE THE GREATER.

20. Indemnity

You agree to release, defend, indemnify, and hold harmless natureflip.com and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with:

20.1. your access to or use of the Website or your breach of this Agreement;

20.2. your user content;

20.3. your interaction with any user; and,

20.4. the request or receipt or offer or provision of Activities by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Activities.

21. Force Majeure

Other than payment obligations, neither natureflip.com nor you shall be liable to the other for any delay or failure in performance under this Agreement arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

22. Rights of Third Parties

No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

23. Notices

You agree that natureflip.com may provide you with notices by email, regular mail, or postings on the Website at our discretion.

24. Entire Agreement

This Agreement, together with the natureflip.com Privacy & Cookie Policy and any other legal notices or additional terms and conditions or policies published by natureflip.com on the Website, shall constitute the entire agreement between you and natureflip.com concerning the Website or Activities obtained through the Website. Except as explicitly stated herein, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

25. No Waiver

No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and natureflip.com's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

26. Governing Law and Jurisdiction

This Agreement will be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England & Wales.