Trade Tariff } Brexit @ iGO eBooks®
Trade Tariff: In any jurisdiction, the imposition of, or a charge to, a duty, tax, or levy imposed on imports or exports of iGO eBook® e/i-print books and/or services, or any raw materials or components used by the Supplier to manufacture e/i-print books and/or services or any products/services into which iGO eBooks® e/i-print books and/or services are to be incorporated or in conjunction with which the, (provided that such a charge or imposition is not applied equally in respect of the whole of the EU for so long as the UK remains a member of the EU.
Licence or consent: In any jurisdiction, the loss of a change to or the imposition of a new requirement for any license or consent required by a party to perform the agreement or to commercially exploit the e/i-print books and/or services of or by iGO eBooks®.
Currency Fluctuation: A change of more 3% to the rate of exchange of sterling against any other currency, since the price for the e/i-print books and/or services of iGO eBooks® was last agreed. The rate of exchange for these purposes shall be the daily spot exchange rate published by the Bank of England.
Other change: (Or any unforeseen change at the effective date), that shall be a change to the business or economic environment in which a party operates which is not caused by the above or by any fluctuation in currency exchange rates.
Brexit Tigger Events: A Brexit Trigger Event means any of the following events, (if directory or solely), caused by Brexit, (or any discussion, proposals, negotiations or any other steps taken by the UK Government or a body in any other jurisdiction in anticipation of or related to preparation for Brit).
Change in Law: A change in the Law or a new requirement to comply with any existing Law or existing Law ceasing to apply to a party. For these purposes, “Law” means any legal provision a party must comply with including any law, stature, subordinate legislation within the meaning of 21(1) of the Interpretation Act 1978, enforceable EU right within the meaning of section 2 of the European Communities Act 1972, by-law, regulation, order, mandatory guidance or code of practice, judgment of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere.
Renegotiation: The impacted party may initiate a negotiation by a notice, (a “Brexit Notice”) giving reasonable details of the relevant Brexit Trigger Event and Adverse Impact. Either party may, at any time, serve a new Brexit Notice, (but a party cannot serve more than one Brexit Notice for the same impact). On delivery of a Brexit Notice -
The parties shall meet within 7 days of the date of the Brexit Notice and as reasonably necessary thereafter to discuss in good faith amendments to any agreement.
The affected party shall promptly comply with all reasonable requests made by the other party for additional information and documents relating to the Adverse Impact suffered and the Brexit Trigger event relied on, always provided that information so disclosed shall be a party’s confidential information for the purpose of the confidentiality derived in these conditions;’ and
Any amendments to an agreement shall be recorded, including any variation, or in writing signed by the parties.
Performance after Brexit: After delivery of a Brexit Notice, until an agreement is varied, as above, or terminated, the parties shall, unless prohibited by law, continue to comply with the terms of an agreement, (save that the party that served the Brexit Notice need only use reasonable endeavours to comply with its obligations insofar as they are affected by the relevant Adverse Impact).
Overlap with other rights and obligations: Save as expressly provided in the above, neither a Brexit Trigger Event nor an Adverse Impact shall terminate or alter, (or give any party a right to terminate or alter), a contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provision of the above and any other provision of an agreement, the provisions of above shall prevail.
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