Terms & Conditions

Please read this carefully because it sets out the terms of a legally binding agreement between you and The Financial Times Limited ("FT").  The terms set out at Part A of this page apply to persons who are Individual Members of The 125.  The terms set out at Part B below apply to corporations, partnerships or other business entities who are Institutional Members of The 125.

Part A - Terms of Membership for The 125 – Individual Members of The 125

1. Introduction

These are the terms and conditions on which you may use The 125 website at / (the “Website”), the content and/or services available on them (which we call “FT Content”) and attend events organized by The 125 (“125 Events”). We only make these Terms of Membership available in the English language.

By accessing and using the Website and attending 125 Events you are agreeing to these Terms of Membership on your behalf and on behalf of your organisation.

You may only access and use this Website and attend 125 Events if:

(a)    your organisation has entered into a 125 Institutional Membership Agreement with FT (the "Membership Agreement"), as a result of which you have been provided with a unique username and password; and

(b)    you have never been disqualified as a director in any jurisdiction, or rejected or disbarred from membership of any professional body, or have been the subject of any professional or regulatory investigation.

If no such Membership Agreement exists, or if you do not agree with these Terms of Membership (or you are not authorised to do so on behalf of your organisation), then you should immediately cease to access and use the Website or attend any 125 Events. In the event that you cease to be an employee of the organisation who has entered into a Membership Agreement with The 125, or if the Membership Agreement otherwise expires or is terminated, you should also immediately cease to access and use the Website or attend any 125 Events.

If you have any questions regarding these Terms of Membership please contact Katie Litchfield, Head of Membership at katie.litchfield@ft.com. We recommend that you print and save a copy of these Terms of Membership for your records.

We reserve the right to immediately suspend or terminate your membership if you breach any of these Terms of Membership with or without notice and without further obligation to you.

These terms and conditions replace all previous terms and conditions for The 125. We may update these terms and conditions for legal or regulatory reasons, or to reflect changes in our services or business practices. We will provide notice of any significant changes in Section 5 below. You should regularly check Section 5 to see if any changes have been made.

2. Access and Use of the Website

You agree that you shall only use the Website in your capacity as an employee of the organisation who is a party to the Membership Agreement.

We may provide you or your organisation with your username and password (your "ID") to allow you to access the Website and register for 125 Events. You must treat this information as confidential and you must not share your ID with anyone else. You are responsible for all use of the Website made by you or anyone else using your ID and for preventing unauthorised use of your ID. FT may cancel or suspend your access to the Website or right to attend 125 Events if you share your ID or, if the reasonable opinion of the FT you have failed to comply with any the provisions of the terms of use, without further obligation to you or your organisation.  

If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of your ID or any payment information, you must notify FT immediately by e-mailing Katie Litchfield, Head of Membership at katie.litchfield@ft.com.

All information received by you from your use of The Website and attendance at 125 Events will be used by FT in accordance with our Privacy Policy, or on request in writing. Please read this for details of how we may process your personal data.

We are the owner or licensee of all intellectual property rights in the Website, including FT Content. Please read our Copyright Policy which summarises how you are allowed to use FT Content.

As a user of the Website, you also agree that you shall:

(a)    not copy, publish, republish, redistribute, archive, store, adapt, alter, modify, translate, create derivative works from, summarise, photocopy, scan, syndicate, sell, license, frame, harvest, scrape, grant or purport to grant any rights in or otherwise make available any content from the Website;

(b)   not post any content on the Website which is obscene, defamatory, or which infringes any party’s intellectual property rights; and

(c)    not remove the copyright or trade mark notice from any copies of FT Content.

“The Financial Times”, “FT” and “The 125” are trademarks belonging to us. No licence or consent is granted to you to use these trademarks in any way and you agree not to use these trademarks without our prior written permission.

3. 125 Events

You may apply to attend any number of 125 Events, but you acknowledge that places are limited and so you are not guaranteed a place at each 125 Event. The Membership Agreement also contains a limit on the number of individuals who may attend from your organisation. If the number of applications FT receives from your organisation exceeds this limit for any 125 Event then your organisation’s relationship manager will determine which applications should be put forward for the relevant 125 Event. Please advise us of any special access requirements at the time of submitting your application.

We will notify you if your application to attend a 125 Event has been accepted. You agree that your name may be included on an attendee list which may be shared with other members of The 125. If you do not wish to be included on the list, please email Katie Litchfield, Head of Membership at katie.litchfield@ft.com.

If you are unable to attend a 125 Event for which you are registered, you must notify us as soon as reasonably practicable. We will consider applications from other Individual Members to attend in your place, however no other person will be permitted to do so.

In the unlikely event that FT needs to change, postpone or cancel any scheduled 125 Event we will notify you as soon as reasonably practicable of any such change, postponement or cancellation.

FT reserves the right to cancel your attendance at any 125 Event if you (or any of the shareholders or directors of your organisation) become subject to any Sanction, or continuation of these terms would (in the reasonable opinion of FT) expose FT or any of its affiliated companies to any Sanction, where “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America.

Please note that speakers and attendees are subject to change. Any biographies are illustrative of the calibre of speaker or attendee and do not form part of a contract.

You must behave in a professional, appropriate and acceptable manner at all times when you attend a 125 Event. We reserve the right, without any liability, to refuse you admission or eject you from any 125 Event for failure to comply with these Terms of Membership; or if in our opinion you represent a security risk, nuisance or annoyance to the running of the 125 Event.

You are permitted to make reasonable video or audio recordings and to take photographs at 125 Events, in each case for your own personal use. You must not make video or audio recordings of the whole (or substantially the whole) of any 125 Events or of any session within a 125 Event, or use any recordings or photographs for commercial purposes, unless expressly permitted by us.

Materials distributed by or on behalf of us at a 125 Event may not be reproduced without our permission.

You acknowledge that 125 Events may be filmed by audio, visual, audio-visual or electronic means or photographed, including photographs of individuals or groups of delegates. You agree to permit FT, or any third party licensed by FT, to use and distribute such footage and photographs, which may feature images of you, in all or any media (including social media) whether now known or hereafter to be invented throughout the world in perpetuity for the purposes of advertising, publicity, reporting and otherwise in relation to the exploitation of such recordings and photographs. Please inform the photographer if you do not wish to be included in any individual or group photographs.

4. Our Responsibilities to You

The Website, FT Content and 125 Events are for general information purposes only and are not intended to address the particular requirements of you, your organisation or your customers or clients.

In particular, the Website, FT Content and 125 Events do not constitute any form of advice, recommendation, representation, endorsement or arrangement by FT. They are not intended to be and should not be relied upon by users in making (or refraining from making) any specific investment, purchase, sale or other decisions. Appropriate independent advice should be obtained before making any such decision, such as from a qualified financial adviser.

FT promises to develop and operate the Website with reasonable skill and care and will use reasonable efforts to promptly remedy any faults of which it is aware. FT also promises to run the 125 Events with reasonable skill and care.

HOWEVER FT DOES NOT MAKE ANY PROMISES IN RESPECT OF THE WEBSITE OR 125 EVENTS, OR OF THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PUBLISHED ON THE WEBSITE OR COVERED AT 125 EVENTS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND DUTIES (EXCEPT ANY DUTIES OF GOOD FAITH) OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. FT ALSO DOES NOT MAKE ANY PROMISES AS TO THE TIMELINESS, SECURITY, PERFORMANCE OR AVAILABILITY OF THE WEBSITE AND DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION THAT THE WEBSITE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

THE LIMITATIONS OF FT’S LIABILITY WITH REGARD TO THE 125 ARE SET OUT IN THE MEMBERSHIP AGREEMENT.

5. General

You may not license or transfer any of your rights under these Terms of Membership. We may transfer any of our rights or obligations under these Terms of Membership to any company within the Financial Times group of companies, but if we do, we will ensure that any company to whom we transfer our rights or obligations will continue to honour your rights under them.

If any provision of these Terms of Membership is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these terms and conditions, which will remain in full force and effect.

Failure by any party to exercise any right or remedy under these Terms of Membership does not constitute a waiver of that right or remedy. Headings in these Terms of Membership are for convenience only and will have no legal meaning or effect.

These Terms of Membership constitute the entire agreement between you and the FT relating to your use of the Website, FT Content and attendance of 125 Events and supersede all previous communications, representations and arrangements, either written or oral.

These Terms of Membership shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.

In the event of any conflict between these Terms of Membership and the Membership Agreement, the Membership Agreement shall take precedence.

These Terms of Membership were last updated on 15 July 2016 and replace all previous Terms of Membership. FT may update these Terms of Membership for legal or regulatory reasons, or to reflect changes in our services or business practices. You should regularly check to see if any changes have been made, which will become effective on the date you next access the Website or attend a 125 Event.

6. Corporate Information

“The 125” means The 125 – Financial Times or The 125 Women’s Forum – Financial Times which are members-only forums created and managed by the Financial Times Limited (“FT”), which is also the publisher of The 125 website. FT’s corporate details are as follows: registered office address is Number One Southwark Bridge, London SE1 9HL; company number is 227590; VAT number GB226162332; and Data Protection Registration Number is Z7087146.

Part B – Institutional Member Terms and Conditions

1       DEFINITIONS

1.1 These Terms and Conditions together with the Term Sheet form the agreement between the parties (the “Agreement”). In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this Clause 1:

“The 125” means The 125 - Financial Times or The 125 Women’s Forum – Financial Times, which are members-only forums created and managed by the Financial Times Limited (“FT”) which provide current and future business leaders access to a series of events and web based content aimed at helping them to make informed business decisions;

“125 Events” refers to any event organised by or on behalf of the FT under The 125 brand name, as further described in clause 2.7;

“125 Website” means the website at ;

“125 Women’s Forum – Financial Times” means the members-only forum whose membership is limited to individuals who identify as female.     

“DPA” means the UK Data Protection Act 1998 or any successor or replacement legislation;

 “Event Materials” means any literature, whether printed or online, relating to The 125, including member lists, speaker lists, marketing materials, speaker papers, recordings of any 125 Event, the 125 Website or microsites or otherwise;

 “Force Majeure Event” means any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party (other than lack of funds on the part of Institutional Member), including without limitation, abnormally inclement weather, flood, lightening, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, failure or shortage of power supplies, war, military operations, riot, crowd disorder,  airport closure or disruption, strike, lock-outs, other industrial action, terrorist action or civil commotion;

 “IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof;

“Individual Members” has the meaning given to it in clause 2.4;

“Individual Membership Terms” means the terms and conditions between FT and each Individual Member available at #TermsAndConditions, or as otherwise notified in writing;

“Institutional Membership” has the meaning given to it in clause 2.1;

“Member Data” means any personal data (as defined by the DPA) relating to any Individual Member;

“Membership” means an Institutional Membership and/or an Individual Memberships;   

“Membership Fees” means the fee payable as set out on the term sheet for an organisation to become an Institutional Member of The 125, and as may be increased from time to time by the FT providing reasonable notice of the same to the Institutional Member;

“Term” shall mean the period of time defined on the Term Sheet;               

“Terms and Conditions” means these terms and conditions; and

“Term Sheet” means the written contractual document setting out, amongst other things, the details of the company signing up to become an Institutional Member and stated to be subject to these Terms and Conditions.

1.2  The headings in this Agreement do not affect its interpretation. References in this Agreement to any statute or statutory provision shall include any statute or statutory provision in force at the date of this Agreement.

2       INSTITUTIONAL MEMBER’S RIGHTS AND OBLIGATIONS

2.1   In consideration of the grant by FT of membership of The 125 to the Institutional Member for the Term (the “Institutional Membership”) and subject to the terms of this Agreement, the Institutional Member shall pay FT the Membership Fees as set out in the Term Sheet.  The Institutional Member acknowledges and agrees that its obligation to pay the Institutional Membership Fee arises in its entirety on signature of this Agreement, notwithstanding any instalment dates that may be referred to in the Term Sheet.  Payment of the Institutional Membership Fee shall be made by the prospective Institutional Member in full without any set-off, deduction or other withholding whatsoever.

2.2   The Institutional Member:

 (a)       shall provide FT with any assistance reasonably requested from time to time by FT for the purpose of facilitating the Institutional Member’s exploitation of the Membership and FT’s performance of its obligations under this Agreement, including without limitation providing FT with the name and contact details of Individual Members;

 (b)       shall not do or permit to be done anything which may reasonably be interpreted by FT in any way as being prejudicial, detrimental or denigrating to The 125, FT, its brands or its business;

 (c)       shall not seek to associate itself with FT or The 125 other than as strictly permitted by this Agreement and shall not represent to any third party that FT endorses Institutional Member or Institutional Member’s products and services nor hold itself out to any third party as representing FT.

 (d)       agrees that the editorial focus of The 125 and all 125 Events, including the invited speakers and delegates, is within the sole discretion of FT and no rights in respect of the same are granted to Institutional Member under this Agreement;

 (e)       shall not re-sell or sub-contract any of its rights and obligations under this Agreement and shall have no right to sell Institutional Membership rights or delegate places to or in respect of the Event.

 (f)        will ensure that prior to disclosing any personal data to the other, if applicable, that appropriate consents for the sharing of that personal data, as required by the DPA and any other relevant data protection and privacy legislation, have been obtained from the data subjects (as defined by the DPA).  Institutional Member agrees that it will not use personal data contained in any The 125 membership list for any marketing purposes and will not disclose Individual Members’ personal data to any third parties.

 (g)       shall be responsible to FT for the conduct of each of its Individual Members, and shall without limitation:

a.  not nominate any Individual Members who have been disqualified as a director in any jurisdiction, rejected or disbarred from any professional body, been the subject of any professional or regulatory investigation or currently subject to any state imposed sanctions;

b.  ensure that its Individual Members comply with the Individual Membership Terms and behave in an appropriate manner when attending a 125 Event;

c.  ensure that its Individual Members do not share their passwords to access the 125 Website, and do not use the 125 Website to use or publish material that is obscene, libellous, defamatory or an infringement of intellectual property rights; and

d.  agree that FT may circulate the names of the Individual Members to other The 125 members as part of a The 125 membership list.

2.3   All rights not expressly granted to the Institutional Member as part of the Membership under this Agreement are hereby reserved to FT.

INDIVIDUAL MEMBERS

2.4   Institutional Member may nominate up to eight (8) named employees who senior management has selected as potential future leaders as “Individual Members” of The 125.  In addition the Institutional Member’s CEO and Chairman or equivalents will automatically become Individual Members.   FT will consider those nominated Individual Members and notify Institutional Member of those persons who have been accepted as Individual Members in FT’s absolute discretion.  Institutional Member may request more than eight (8) Individual Memberships and FT will consider such requests in its absolute discretion.

2.5   Individual Members must accept the Individual Membership Terms.  Institutional Members acknowledge and agree that each Individual Member’s membership of The 125 (the “Individual Membership”) is subject to compliance with the Individual Membership Terms.

2.6   Neither Individual Membership nor Institutional Membership is transferable without the express consent of FT.  If an Individual Member ceases to be an employee of Institutional Member or that Individual Member’s Membership is terminated for any other reason Institutional Member may nominate a replacement member in accordance with clause 2.4 above.

125 MEMBER BENEFITS

2.7   FT shall organise a minimum of ten (10) events for members of The 125 (“125 Events”) during any rolling 12 month period. 

2.8   Individual Members who have accepted the Individual Membership Terms may apply to attend any 125 Event. 

2.9   Applications will be considered subject to a maximum of two (2) Individual Members plus the CEO and/or Chairman (or equivalents) from each Institutional Member per 125 Event (provided that FT may in its absolute discretion increase this limit for any one or more Institutional Member(s) and/or 125 Event(s)).  Where FT receives applications from more than two (2) Individual Members from an Institutional Member for any 125 Event FT will notify the Relationship Manager who shall determine which two (2) applications shall be considered by FT for the 125 Event and notify FT of the same.

2.10 FT will notify those Individual Members whose application to attend a 125 Event have been accepted as soon as reasonably practicable in advance of the relevant 125 Event.

2.11 Where an Individual is not able to attend a 125 Event for which they have registered Institutional Member may nominate another Individual Member to attend in their place.

2.12 In addition to Individual Members of third party Institutional Members, FT may invite such other delegates to attend any 125 Event as it thinks fit.

2.13 Individual Members will receive a weekly email for The 125 members highlighting the key news story of the week.

3 INTELLECTUAL PROPERTY 

3.1   Subject to clause 3.2, FT shall retain all IPRs which may arise in connection with The 125 and/or in the course of organising and hosting any 125 Event, including all IPRs in the names “The 125 - Financial Times”, The 125 Women’s Forum – Financial Times, or any similar iterations of the same, and the Event Materials.

3.2   Institutional Member agrees that FT may use Institutional Member’s brand name, logo and trade marks as provided to it by Institutional Member (“Institutional Member’s Marks”) for the purpose of marketing The 125. FT agrees that Institutional Member shall retain all IPRs in the Institutional Member Marks.

3.3   Institutional Member acknowledges and agrees that FT may record 125 Events and any other events organised in connection with The 125 and make such recordings publicly available by such means.

3.4   Institutional Member shall not use any of FT’s rights, logos or trade marks, service marks or brand names (whether registered or unregistered) in any manner.

4 WARRANTIES

4.1   Each party warrants and represents to the other that it is entitled to and has the necessary authority to enter into this Agreement and to perform the obligations imposed on it under this Agreement.

4.2   Institutional Member warrants and represents to FT that it is authorised to grant FT the right to use Institutional Member’s Marks and any other materials provided by Institutional Member to FT under this Agreement. 

4.3   Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, representation or undertaking, express or implied, statutory or otherwise, is given or assumed by either party and all such warranties, conditions, representations under undertakings are hereby excluded.  Without limiting the foregoing, FT makes no warranty or representation to Institutional Member regarding the number, seniority or identity of the speakers and/or delegates at any 125 Event or the return on investment that Institutional Member will obtain by acquiring the Membership.

5 CONFIDENTIALITY

Neither party will disclose to a third party, other than to its professional advisors or unless required to do so by law, any confidential information (whether identified as such or not) obtained from the other party during the Term of this Agreement or in connection with this Agreement. This clause shall survive the termination of this Agreement.

6 TERMINATION

6.1   Each party shall be entitled to terminate this Agreement immediately by notice in writing to the other party if:

(a) the other party commits any material breach of its obligations under this Agreement and shall fail to remedy such breach (if capable of remedy) within 14 days after being given notice by the first party to do so; or

(b) the other party enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); becomes insolvent; ceases or threatens to cease to carry on business; compounds or makes any voluntary arrangement with its creditors; becomes subject to an administration order; is unable to pay its debts as they fall due; has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; takes or suffers any similar action due to debt; or if the equivalent of any of the above events under the law of any jurisdiction occurs in relation to the other party.

6.2 FT shall be entitled to terminate this Agreement immediately by notice in writing to Institutional Member if:

(a) Institutional Member fails to pay any amount due under this Agreement on the due date for payment and remains in default 7 days after being notified by FT in writing to make such payment; or

(b) there is a change in the control (meaning the majority shareholding or the capacity to control day to day management) of Institutional Member; or

(c) Institutional Member is in breach of clauses 2.2(b), 2.2(c), 2.2(e)-(g) inclusive, clause 5 or the warranties in clauses 4.1 or 4.2; or

(d) FT is unable to continue to operate The 125 as contemplated by this Agreement due to a Force Majeure Event.

6.3 If in the FT’s view The 125 is no longer viable FT may at any time dissolve The 125 cancel any upcoming 125 Events and terminate this Agreement immediately by notice in writing to Institutional Member.  If FT exercises its rights to terminate this Agreement under this clause 6.3 it shall promptly refund Institutional Member such proportion of any pre-paid Membership Fees pro-rata to the number of days of the Term from the date of termination.

6.4 The expiry or termination of this Agreement shall be without prejudice to any rights which have accrued to either of the parties under it, including FT’s right to receive payment of outstanding Fees due.  For the avoidance of doubt, Institutional Member is only entitled to a refund of pre-paid Membership Fees if the FT exercises its termination right under clause 6.3.

7 MEETING CANCELLATIONS OR POSTPONEMENTS

Institutional Member acknowledges that FT may elect at any time to postpone any 125 Event that in FT’s view will be more successful if it is postponed.  If FT exercises its rights under this clause 7, it shall notify Institutional Member and Individual Members (the “Postponement Notice”).  If FT postpones a 125 Event, the replacement date of The 125 Meeting shall be in FT’s discretion and this Agreement shall continue to apply in full force and effect.

8 LIMITATIONS OF LIABILITY AND INDEMNITIES

8.1 Neither party limits its liability for:

(a) death or personal injury caused by its negligence; or

(b) for fraudulent misrepresentation; or

(c) for any liability which cannot be excluded or limited by law.

8.2 Neither party shall have any liability to the other for any indirect, incidental or consequential loss or damage, loss of profit, goodwill, business opportunity or anticipated saving.

8.3 Without prejudice to Institutional Member’s payment obligations under this Agreement and subject to clause 8.1, the total liability of either party in respect of any breach of its obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited to direct damages which in no event shall exceed an amount equal to 200% of the Membership Fee save in the case of any liability arising in connection with any property damage or destruction resulting from the act or omission of an Individual Member in which case Institutional Member’s total liability shall in no event exceed £500,000.

8.4 If by reason of any Force Majeure Event FT is delayed in or prevented from hosting a 125 Event or otherwise performing its obligations under this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement and no loss or damage shall be claimed by the Institutional Member by reason thereof.

9 GENERAL

9.1 Nothing in this Agreement shall constitute a partnership, agency, joint venture or agreement of employment between the parties.

9.2 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

9.3 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this sub-clause shall limit or exclude any liability for fraud.

9.4 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

9.5 If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

9.6 A person who is not a party to this Agreement shall not have any rights under or in connection with it.

9.7 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.

9.8 This Agreement may be signed in counterparts and all signed copies of this Agreement shall be deemed to be originals of this Agreement.  Copies signed by counterparts and by fax shall be deemed to be original copies.

9.9 FT may assign any benefit or transfer, delegate or sub-contract any of its duties or obligations under this Agreement without the prior written consent of Institutional Member. Institutional Member shall not assign any benefit or transfer, delegate or sub-contract any of their duties or obligations under this Agreement to any third party without  the prior written consent of FT.

9.10 Any notice, consent or other communication required to be given hereunder shall be made in writing and shall be delivered by hand, sent by first class post to the other party and shall be deemed to have been received (if delivered) at the time of the delivery or (if sent by post) 48 hours after posting.  Any such communication made by shall be sent to the address of the relevant party shown on the Term Sheet for the attention of the relevant party’s Relationship Manager.

9.11 FT may at any time and at its sole discretion change, update or amend these Terms and Conditions and will do so by posting the same at  #TermsAndConditions.

10 DISPUTES AND GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.