These Terms and Conditions of the Epayments Systems Affiliate Programme (Terms) are a legal agreement governing your participation in EPS's Affiliate Programme under which Affiliates may earn Bonus Rewards by introducing to EPS new customers who obtain and use e-wallets from EPS. They should be read in conjunction with the EPS eWallet terms and conditions, the EPS privacy policy, EPS's website use terms and EPS's documents in the "legal" section of EPS Website

1. In these Terms, unless the context otherwise requires:

   Affiliate	means the EPS eWallet holder that participates in the Epayments Systems Affiliate Programme.
   Affiliate Link	means an electronic link to EPS's EPS eWallet registration system which, when clicked by a prospective New EPS eWallet Holder, will enable such prospective New EPS eWallet Holder to apply for an EPS eWallet and will associate a First Level New EPS eWallet Holder with the original Affiliate, and will associate a Second Level EPS eWallet Holder with the First Level EPS eWallet Holder who made the introduction to EPS and with the original Affiliate.
   Agreement	means these Terms, the Reward Schedule, and any terms incorporated by reference in these Terms, each as amended or supplemented by EPS from time to time.
   Bonus Rewards	means the rewards to which the Affiliate is entitled for the introduction of New EPS eWallet Holders, being the percentage of New EPS eWallet Holder Fees Value on transactions which have been made by the New EPS eWallet Holder and other amounts (if any) set out in the Reward Schedule, at the applicable level according to whether the New EPS eWallet Holder is a First Level New EPS eWallet Holder or a Second Level EPS eWallet Holder.
   Bonus Rewards Wallet	means a virtual electronic wallet in which the Bonus Rewards entitlement is recorded but which does not contain any actual stored value. The Bonus Rewards Wallet may record positive and negative amounts. It is accessible via the Electronic Payment Association's members' area of the EPS Website.
   Confidential Information	means the Bonus Rewards payable to the Affiliate and any other information which is marked as, or is by its nature, confidential, including, in the case of EPS, its technology and systems, technical information, business methods, customers, suppliers and finances but excluding information which enters the public domain other than due to the action or inaction of either party; information known to the receiving party which it can demonstrate was lawfully received without restriction; or information independently developed by the receiving party without reference to the other party's information.
   EPS Card	means a pre-paid card issued by EPS to a New EPS eWallet Holder.
   EPS eWallet	means an electronic wallet holding stored value supplied by EPS in accordance with EPS's applicable terms and conditions which may be read here .
   EPS eWallet Holder	means a legal or natural person who has an EPS eWallet.
   EPS Platform	means EPS's IT system used to operate EPS's Affiliate Programme, including the generation of Affiliate Links, association of New EPS eWallet Holder Fees Value with the Affiliate Link and Affiliate, calculation of Bonus Rewards, and display of related information to the Affiliate accessible through the EPS Website.
   EPS's Affiliate Programme	means EPS's programme under which EPS eWallet Holders may earn Bonus Rewards subject to this Agreement.
   EPS Website	means the website indicated by the URL epayments.com or such URL designated by EPS from time to time.
   Excluded Amounts	means chargebacks, reversals, refunds, administrative fees imposed by EPS and costs associated with chargebacks, reversals and bad debts, and the value of transactions with the Affiliate's EPS eWallet or EPS Card accounts subject to change in accordance with Clause 14.
   Force Majeure	means, in relation to either party, circumstances beyond the reasonable control of that party, including without limitation, acts of God, war, riot, civil commotion, fire, flood, adverse weather, terrorist action, nuclear, chemical or biological contamination, governmental order and rule or regulation.
   First Level New EPS eWallet Holder	means an EPS eWallet Holder introduced by the Affiliate to EPS only through an Affiliate Link and who was not at the time of such introduction an EPS eWallet Holder or introduced to EPS by a third party.
   Intellectual Property	means copyrights, rights in inventions, patents, design rights, database rights, trade marks, service marks, business names, rights in passing off and unfair competition, domain names, rights in Confidential Information, in each case whether or not registered or capable of registration, and all other intellectual, industrial and similar or equivalent rights throughout the world and whether now or in the future existing.
   New EPS eWallet Holder	means a First Level New EPS eWallet Holder or a Second Level New EPS eWallet Holder.
   New EPS eWallet Holder Fees Value	means the fees actually aid to EPS by the New EPS eWallet Holder as such fees may be varied from time to time by EPS (with or without notice to the Affiliate) in relation to the following transactions: (i) loading funds to their EPS eWallet; (ii) transferring funds from their EPS eWallet; (iii) making payments using their EPS eWallet or EPS Card; and (iv) other financial operations within the EPS system as indicated in the Reward Schedule, in each case only where EPS charges a fee for such transaction and in all cases excluding the Excluded Amounts subject to any limits set out in the Reward Schedule subject to change in accordance with Clause 14.
   Reward Schedule	means the schedule of Bonus Rewards (i) set out on the EPS Website ; or (ii) confirmed by email or EPS Website ticket request response by EPS to the Affiliate referencing this Agreement (and the documents mentioned in (ii) shall supersede and take precedence over the information in (i), it being acknowledged that EPS may agree different Bonus Rewards with different affiliates), in all cases subject to change in accordance with Clause 14.
   Second Level New EPS eWallet Holder	means an EPS eWallet Holder introduced by the to EPS by a First Level EPS eWallet Holder only through an Affiliate Link and who was not at the time of such introduction an EPS eWallet Holder or introduced to EPS by a third party (other than the First Level EPS eWallet Holder.

2. Words denoting the singular include the plural and vice versa and words of any one gender include both genders.
3. References to Clauses to the relevant Clause in these Terms.
4. The headings in this Agreement are for ease of reference only and shall not affect its construction or interpretation.
5. Words denoting persons include individuals, corporations, companies, firms, associations and organisations.
6. References to including and include shall be deemed to mean respectively including without limitation and include without limitation.
7. References in this Agreement to any statute, statutory provision or regulation includes a reference to:-
   1. hat statute, statutory provision or regulations as from time to time amended, extended, re-enacted or consolidated whether before or after the date of this Agreement; and
   2. all statutory instruments or orders made pursuant to it.

1. Upon successfull completion of the registration and verification process, the proposed client would become an EPS eWallet Holder which automatically enrolls them into the EPS's Affiliate Programme, unless EPS decides otherwise at any time and unless that person is under the age of 18, a resident or citizen of a country which is not eligible for EPS eWallets or EPS's Affiliate Programme or subject to another restriction displayed on the EPS Website.
2. Upon such enrolment, the EPS Platform shall automatically generate one Affiliate Link. The Affiliate can change such Affiliate Link or create further Affiliate Links via its personal area on the EPS Platform at EPS's discretion.
3. EPS will accept and keep registered prospective New EPS eWallet Holders at its discretion. EPS does not guarantee that the Affiliate will earn any Bonus Rewards.
4. Subject as provided in this Agreement, the Affiliate will earn Bonus Rewards for each First Level New EPS eWallet Holder associated with the Affiliate's Affiliate Link, and for each Second Level New EPS eWallet Holder associated (by the First Level New EPS eWallet Holder's Affiliate Link) with the First Level New EPS eWallet Holder introduced by the Affiliate. If the Affiliate (or First Level EPS eWallet Holder) deletes, changes or damages its Affiliate Link:
   1. in the case of deletion, the Affiliate may nevertheless restore the Affiliate Link from the "bin" in its area of the EPS Platform within 30 days of the deletion, but no Bonus Rewards on introductions of New EPS eWallet Holders will accrue during the period when the Affiliate Link was in the deleted "bin" or if it was not restored after the deletion;
   2. no introductions of prospective or actual New EPS eWallet Holders will be associated with the Affiliate and the Affiliate will not receive any Bonus Rewards in respect of such New EPS eWallet Holders (but the Affiliate will continue to receive Bonus Rewards for all New EPS eWallet Holders associated with the Affiliate (or its associated First Level New EPS eWallet Holders) registered before the Affiliate Link was been deleted, changed or damaged.
5. If EPS suspends, restricts or blocks the Affiliate from using the Affiliate's EPS eWallet in accordance with EPS agreement with the Affiliate for the provision of the EPS eWallet, then the Affiliate will also be blocked from participation in EPS's Affiliate Programme, including being able to create further Affiliate Links and receiving Bonus Rewards (including based on New EPS eWallet Holder Fees Value of New EPS eWallet Holders registered before the suspension, restriction or blockage took effect).
6. The Affiliate acknowledges and agrees that access to financial transactions in the EPS system is available only to a customer who has been accepted as having passed a verification and "Know Your Client" process according to the EPS rules and instructions. EPS cannot guarantee that verification will be passed successfully and hence cannot guarantee an access to the financial operations for a proposed First Level New EPS eWallet Holder or proposed Second Level New EPS eWallet Holder.
7. EPS may suspend, withdraw or restrict the Affiliate's involvement in EPS's Affiliate Programme at any time with or without notice to the Affiliate:
   1. if the Affiliate has committed any breach of this Agreement (whether or not material);
   2. in any of the circumstances mentioned in Clause 10.4;
   3. if EPS considers that the Affiliate is not eligible to particulate in the Affiliate Programme as mentioned in Clause 3.1;
   4. if EPS considers that the Affiliate has introduced any prospective or enrolled New EPS eWallet Holder(s) who are not eligible to particulate in the Affiliate Programme as mentioned in Clause 3.1;
   5. if EPS considers that the Affiliate or any of the prospective or enrolled New EPS eWallet Holder(s) introduced by the Affiliate are engaged in unlawful transactions;

   In such event, EPS shall stop paying Reward Bonuses to the Affiliate for the period of the suspension or withdrawal. In addition, where the Affiliate has been involved in any fraudulent transactions, EPS shall be entitled to recover any Bonus Rewards made and/or related amounts paid into the Affiliate's EPS eWallet, before the date of termination, connected to the fraud, or of the amount of the fraud.

1. EPS shall add the Bonus Rewards to the Affiliate's Bonus Reward Wallet and then convert the value of the Bonus Rewards to the Affiliate's EPS eWallet in accordance with this Clause 4. Bonus Rewards arise only on EPS eWallet transactions made by the New EPS eWallet Holder and, if applicable, which otherwise arise, within a year after the New EPS eWallet Holder has been registered as such by EPS. Unless otherwise agreed in writing by EPS, Bonus Rewards will not arise on transactions or otherwise in relation to a New EPS eWallet Holder later than the expiry of a year from such registration. For example, where this Agreement commences on 1 January of year 1:
   1. If the Affiliate introduces a New EPS eWallet Holder on 1 January in year 1, then Bonus will arise only on the New EPS eWallet Holder's EPS eWallet transactions completed by 31 December in year 1.
   2. If the Affiliate introduces a New EPS eWallet Holder on 1 June in year 1, then Bonus will arise only on the New EPS eWallet Holder's EPS eWallet transactions completed by 31 May in year 2.
2. The Bonus Rewards are inclusive of any value added or other applicable tax of any kind.
3. Bonus Awards on EPS eWallet Holder Fees Value arising on transactions in US$ are calculated and paid in the same currency. Bonus Awards on EPS eWallet Holder Fees Value arising on transactions in other currencies are calculated and paid in the currency in which EPS debited the applicable New EPS eWallet holder's EPS eWallet.
4. Upon the Affiliate joining EPS's Affiliate Programme, EPS will create the Bonus Reward Wallet. The Affiliate will earn Bonus Rewards on New EPS eWallet Holder Fees Value and other actions (if any) generating Bonus Rewards arising after the Affiliate joined EPS's Affiliate Programme. EPS's Platform will automatically (re) calculate the Bonus Rewards balance when New EPS eWallet Holder Fees Value arises, or is debited due to an Excluded Amount, and display the aggregate Bonus Rewards entitlement in the Affiliate's Bonus Reward Wallet. It is the Affiliate's responsibility to check its Bonus Rewards Wallet. Where there is a positive balance of Bonus Rewards, the Affiliate can transfer its Bonus Rewards entitlement from the Bonus Rewards Wallet to the Affiliate's EPS eWallet:
   1. after the elapse of 10 days of the relevant New EPS eWallet Holder Fees Value arising and/or the EPS Card being activated or other action required in the Reward Schedule (as applicable); and
   2. subject to satisfying EPS's verification procedures including as to the Affiliate's identity and relevant transactions where the Bonus Rewards exceed thresholds defined by applicable laws.
5. The Affiliate acknowledges that the Bonus Rewards Wallet shows only the current status of its Bonus Awards. The Affiliate may request that EPS supply it with a manually calculated statement of accumulated Bonus Rewards.

1. The Affiliate shall not give any prospective New EPS eWallet Holder any inaccurate information about EPS, the EPS eWallet, or any other services provided by EPS (whether about EPS's fees or other terms and conditions relating to EPS eWallets or any other matters).
2. When accessing the EPS Platform, the Affiliate shall comply with EPS's terms of use of access to the EPS Platform and all other documents and terms accepted by the Affiliate when it registered with EPS's Affiliate Programme, as posted and revised on the EPS Website from time to time, and shall:
   1. use the EPS Platform and Affiliate Link only for the purposes permitted by the Agreement;
   2. not use the EPS Platform or Affiliate Link in any way detrimental to EPS;
   3. not modify, adjust, adapt, translate, add to or subtract from the EPS Platform including its software;
   4. not circumvent or attempt to circumvent EPS's security or verification arrangements or processes;
   5. not access or attempt to access other persons' accounts through the EPS Platform;
   6. keep secure and not divulge to any person the Affiliate's log-on credentials;
   7. not do anything which could detrimentally affect the operation of the EPS Website or EPS Platform, including DDOS attacks.
3. The Affiliate shall in carrying out any activities contemplated by this Agreement:
   1. comply with all laws, regulations and rules applicable to it from time to time including as concerns consumer protection, sale of goods and services, e-commerce and privacy;
   2. provide such information and documentation as EPS may require from time to time for the purposes of complying with applicable laws, regulations and rules; operating EPS's Affiliate Network and checking the Affiliate's performance of this Agreement;
   3. not do any act which could cause or encourage the New EPS eWallet Holder to make artificial transactions for the purpose of generating New EPS eWallet Holder Fees Value, including creating or attempting to create multiple New EPS eWallet Holder accounts for the same person, purporting to introduce a New EPS eWallet Account Holder who is a proxy for or whose underlying identity is that of the Affiliate, or creating or attempting to create EPS eWallet accounts for any third party;
   4. not engage in web-traffic fraud, appropriation of wen-traffic via the use of cookie substitution methods (including cookie stuffing methods, iframe use or toolbars);
   5. not use or create any materials to attract users which are plainly sexual, offensive, hateful, threatening, harmful, graphically violent, discrediting, defamatory, harassing or discriminatory (whether on the basis of race, ethnic identity, religion, gender, sexual orientation, disability or otherwise);
   6. not do anything which could harm the reputation of EPS;
   7. not use "Mastercard" or any card scheme or payment provider or EPS brand, mark, logo or name.
   8. comply with all rules, recommendations and restrictions which can be used in EPS Affiliate marketing by an Affiliate. This information is available in the EPS's help centre accessible here and might be updated from time to time.
4. The Affiliate shall:
   1. not use EPS's Intellectual Property in any way not authorised by EPS and use the EPS name only in connection with sending the Affiliate Links to prospective New EPS eWallet Holders;
   2. not, without EPS's prior written agreement use any name, logo or mark together with any Intellectual Property of EPS including when seeking to introduce New EPS eWallet Holders;
   3. use EPS's marks only for the purpose of sending Affiliate Links and not for any other advertising;
   4. send the Affiliate Links in any unsolicited or unlawful marketing communications;
   5. not claim ownership of any Intellectual Property of EPS;
   6. not seek to register any of EPS's trade marks in its own name.
5. The Affiliate warrants that, on and as regards its website used in connection with earning Bonus Rewards:
   1. it shall not include any content indicated as restricted in the EPS's help centre accessible here
   2. it either owns all intellectual property and other rights to all information and content on the website, or has obtained the requisite consents and licences to use such information and content from relevant third parties;
   3. no information and content there displayed breaches or violates any intellectual property or other rights of third parties, or is offensive, unlawful, prohibited or questionable in any way. Examples of such content include (but not limited to) pornography, xenophobic or hateful content, as well as adware and spyware;
   4. all information and content there displayed is accurate and not misleading.
6. The Affiliate shall indemnify and hold harmless EPS from and against any losses, liabilities, claims, damages, costs and expenses (including legal fees) incurred or sustained due to or in connection with any breach by the Affiliate of this Clause 5.

1. EPS will perform its obligations under this Agreement with reasonable skill and care.
2. EPS will use reasonable endeavours to make the EPS Platform and EPS Website available for use for the purposes of EPS's Affiliate Programme, save when undertaking planned or emergency maintenance, but gives no guarantees as to the availability of the EPS Platform and EPS Website.
3. The express provisions of this Agreement are in place of any and all terms and conditions which would otherwise be implied. Save as expressly set out in this Agreement, EPS gives no representations, terms, conditions or warranties of any kind, statutory or otherwise, regarding its performance of this Agreement, and specifically disclaims any implied warranties and/or terms of satisfactory quality or fitness for a particular purpose.

1. Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
   1. death or personal injury caused by its negligence; or
   2. fraud; or
   3. any other liability which cannot be excluded or limited under applicable law.
2. Subject to Clause 7.1 and without prejudice to its obligations to pay the Bonus Rewards, EPS shall not be liable to the Affiliate for any:
   1. consequential or indirect loss;
   2. loss of loss of profit, anticipated profits, revenues, goodwill or business opportunity, howsoever caused whether direct, indirect or consequential loss or damage, whether or not foreseen or reasonably foreseeable;
   3. unavailability or loss of functionality of the EPS Website or EPS Platform.
3. Subject to Clause 7.1, EPS's aggregate liability in any calendar year arising out of or in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the aggregate of Bonus Rewards paid and payable by to the Affiliate under this Agreement in the previous calendar year.

1. Neither party shall divulge or communicate to any person (other than to its employees or affiliates for the purpose of performing under the terms of this Agreement or governing or regulatory body or an officer, or professional adviser or as may be required by law) or use or exploit for any purpose whatsoever any Confidential Information of the other without the other's prior written consent.
2. Each Party may disclose Confidential Information that would otherwise be subject to Clause 8.1 only if it can demonstrate that the Confidential Information is required to be disclosed by any court of competent jurisdiction, regulator, by the rules of a recognised stock exchange or by applicable laws.
3. The Affiliate agrees that EPS may use and disclose the Affiliate's Confidential Information for the purposes of performing this Agreement and any other agreements with other members of EPS's Affiliate Programme including in connection with disclosing Bonus Rewards.

1. The Affiliate acknowledges that EPS will use the Affiliate's personal data for the purposes of performing this Agreement and confirms that it has read EPS's privacy notice on the EPS Website.

1. This Agreement shall commence on the date when the Affiliate is registered in EPS's Affiliate Programme and has been issued with an EPS eWallet number, and shall continue unless and until terminated in accordance with this Clause 10.
2. The initial term of this Agreement is one year beginning on the start date under Clause 10.1. Upon expiry of the initial term, unless otherwise terminated in accordance with this Clause 10, this Agreement shall continue in force until terminated by EPS giving the Affiliate 30 days' notice to take effect on or after the end of the initial term.
3. The Affiliate may terminate this Agreement with immediate effect on written notice to EPS via a ticket request submitted on the EPS Website. After termination, an Affiliate will be blocked from receiving any bonus rewards.
4. EPS may, with immediate effect, suspend or terminate the performance of this Agreement, any Affiliate Link, or the Affiliate's participation in EPS's Affiliate Programme if:
   1. the Affiliate commits any material breach of this Agreement;
   2. EPS, in its discretion, considers the Affiliate to be involved in any suspicious, malicious, or unlawful activities or transactions, including money laundering, terrorism financing, bribery and fraud;
   3. the Affiliate does anything which EPS considers could damage EPS's reputation;
   4. the Affiliate's agreement for its EPS eWallet or EPS Card is terminated;
   5. the Affiliate has made improper or negligent use of its credentials to log onto the EPS Platform;
   6. EPS in its discretion considers that it has other reasonable grounds to end the Affiliate's participation in EPS's Affiliate Programme.
5. Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
6. Unless EPS terminates this Agreement under Clause 10.4, the Affiliate shall be entitled to Bonus Rewards in relation only to New EPS eWallet Holder Fees Value and (if applicable) other actions arising from New EPS eWallet Holders who have been issued with EPS eWallets before termination of this Agreement, but the Bonus Rewards will continue to be earned only in relation to EPS eWallet transactions or (if relevant) other actions of the New EPS eWallet Holders during the limited period stated in Clause 4.1 and the Reward Schedule.
7. If EPS terminates this Agreement under Clause 10.4, no Bonus Rewards shall arise or be added to the Affiliate's Bonus Rewards Wallet or converted to money in the Affiliate's EPS eWallet after the date of termination. If EPS suspends this Agreement under Clause 10.4, no Bonus Rewards shall arise or be added to the Affiliate's Bonus Rewards Wallet or converted to money in the Affiliate's EPS eWallet during the period of suspension.

1. Neither party shall be liable for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure.
2. If either party becomes aware of any circumstances of Force Majeure which give rise to, or are likely to give rise to, any failure or delay on its part it shall forthwith notify the other in writing and shall inform the other of the period which it estimates the circumstances will continue.
3. If the event of Force Majeure in question prevails for a continuous period in excess of 3 months, the parties shall enter bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.

1. If a party delays or refrains from enforcing its rights under this agreement, this shall not prejudice or restrict its rights. No waiver of any such rights or of any breach of this Agreement shall be deemed to be a waiver of any other right or of any later breach.
2. Each party's rights under this agreement are cumulative; a party's exercise of its rights does not exclude any other rights unless provided otherwise in this Agreement.

1. This Agreement represents the entire understanding and constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement between the parties as to such subject matter.
2. Each of the parties acknowledges and agrees that in entering into this Agreement it has not relied on any representation or warranty or undertaking other than those expressly set out in this Agreement and the documents referred to in it and, except in relation to any liability for fraudulent misrepresentation.
3. This Agreement may not be modified or amended except in accordance with Clause 14 or by written agreement of EPS.

1. EPS may change this Agreement including as regards the basis of calculation or application or amount of Bonus Rewards and New EPS eWallet Holder Fees Value. The change will take effect five (5) days after the date when the amended version of this Agreement is posted on the EPS website as mentioned in Clause 15.3. Any such change will be communicated to the Affiliate in accordance with Clause 15. No change to Bonus Rewards and New EPS eWallet Holder Fees Value will affect Bonus Rewards earned before the date of communication of the change. If the Affiliate does not agree to such changes, it must cease to participate in EPS's Affiliate Programme and cease to introduce New EPS eWallet Holders and may terminate this Agreement under Clause 10.3. The Affiliate's continued participation in EPS's Affiliate Programme, including introduction of New EPS eWallet Holders, will be deemed to be acceptance of the changes to this Agreement.

1. Save as provided in Clauses 15.2 and 15.3, all notices which are required to be given under this Agreement shall be in writing and shall be sent to the email address of the recipient provided by the recipient or the online ticket system provided by EPS. EPS's email address is [email protected] . The Affiliate's email address is the email address given when the Affiliate registered in EPS's Affiliate Programme or as changed by the Affiliate updating its profile in EPS's Affiliate Programme.
2. Clause 15.1 does not apply to the service of any legal proceedings or other documents in any legal action.
3. EPS may communicate any changes to this Agreement, including changes to the basis of calculation or application or amount of Bonus Rewards and New EPS eWallet Holder Fees Value, by posting such information on the EPS Website.

1. Each party shall, at its own cost, do and execute or procure to be done and executed all necessary acts, deeds, documents and things reasonably within its power to give effect to this Agreement as may be reasonably requested by the other party.
2. This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.
3. If any provision in this Agreement is, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part thereof shall to that extent be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected.
4. The relationship of parties is that of independent contractors and this Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party shall have the power to bind the other or to create a liability against the other in any way.
5. For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of this Agreement, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
6. The Affiliate shall not without the prior written consent of EPS assign, transfer or charge any of its rights under this Agreement, nor sub-contract any or all of its obligations under this Agreement, nor purport to do any of the aforementioned.
7. This Agreement (including any dispute or claim of whatever nature arising under or in connection with this Agreement) shall be governed by and construed in accordance with the laws of England. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim of whatever nature arising under or in connection with this Agreement.
8. This Agreement is in the English language. EPS is not obliged to provide it in any other language but, if EPS does so, the English language version will govern. All communications and notices must be given in the English language or a language in which the EPS Website is made available.