1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
1. Applicable Law: the laws of England & Wales.
2. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
3. Charges: the charges payable by the Client for the supply of the Services in accordance with 7 and/or set out in the Order Form.
4. Commencement Date: the date the Contract has been signed.
5. Conditions: these terms and conditions for the supply of Services as amended from time to time in accordance with 14.5.
6. Contract: the contract between DMT and the Client for the supply of Services in accordance with these Conditions.
7. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
8. Client: the person or firm who purchases Services from DMT.
9. Client Default: has the meaning set out in 5.2.
10. Client Materials: all documents, books, manuals, materials, records, correspondence, papers, data and information (on whatever media and wherever located) relating to the business or affairs of Client or its customers and business contacts, and any equipment, hardware or software provided (and to be provided) to DMT by the Client for the provision of the Services.
11. CPI: consumer prices index, or, if such index shall no longer be published such other retail prices index as may be published in substitution for it.
12. Deliverables: the deliverables set out in the Order produced by DMT for the Client.
13. DMT: Digital Media Team Limited registered in England and Wales with company number 09343087 whose registered office is at 16 Blackfriars Street, Manchester, M3 5BQ.
14. DMT Materials: has the meaning set out in clause 4.1(g).
15. Go Cardless: means GoCardless Ltd registered under company number 07495895 and whose registered office is located at Sutton Yard, 65 Goswell Road, London, England, EC1V 7EN;
16. Initial Term: has the meaning set out in clause 3.1.
17. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
18. Order: the Client's order for Services as set out in the Client's written acceptance of the Quote.
19. Retainer: means the payment in connection with the relevant Service paid each month for a fixed term set out in the Quote.
20. Pricing Guide: DMT’s standard pricing guide which may be provided by DMT to the Client, which is used by DMT to automatically calculate the Charges payable in respect of a relevant Service.
21. Quote: a document provided electronically by DMT setting out the Services, the Charges and any Special Terms (including the SLA’s) that apply to the Order.
22. Renewal Term: has the meaning set out in clause 3.1.
23. Representatives: means the employees, agents, representatives, consultants and sub-contractors of a Party.
24. Services: the services, each a marketing service set out in the Specification, including the Deliverables, supplied by DMT to the Client.
25. Service Level Agreement or SLA’s: means DMTs required level, time, input or standard for the particular Service.
26. Special Terms: means any additional terms or amendments to those set out in the Quote form.
27. Specification: the description or specification of the Services set out in the Quote provided by DMT to the Client.
28. Strategy Call: means the strategy call between DMT and the Client to agree the strategy of the Services and held within at least 3 days of the Welcome Email when onboarding has been completed.
29. Strategy Meeting: means the meeting following the Welcome Email.
30. Term: either the Initial Term or the Relevant Term whichever is relevant.
31. Welcome Email: means the email sent by DMT to the Client within 1 Business Day of signing the Quote to outline the next steps in the Services process.
1.2 Interpretation:
(a) A reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract and Order Process
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions and shall only be deemed to be accepted when DMT issues written acceptance of the Order on the Commencement Date, at which point and on which date the Contract shall come into existence.
2.2 Any samples, drawings, descriptive matter or advertising issued by DMT, and any descriptions or illustrations contained in DMT's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 Any quotation given by DMT shall not constitute an offer, and is only valid for a period of 30 calendar days from its date of issue to the Client at which point it shall automatically expire.
2.5 The Contract is made up of the following:
(a) the Quote
(b) the Conditions
(c) any schedules attached to these Conditions
2.6 If there is any conflict or ambiguity between the documents set out in Condition 2.5 the document ranked higher in the list shall take precedence over the lower document/s.
2.7 Each party shall appoint a Representative in respect of the Services to be performed, such Representative to be identified in the Quote. That person shall:
(a) have authority to contractually bind the respective party on all matters relating to the Services (including by signing Change Orders);
(b) provide prompt liaison with the other party;
(c) have the necessary expertise and authority to carry out the respective party obligations;
(c) receive all submissions for approval (not to be unreasonably withheld or delayed).
3. Commencement and Term
3.1 The Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with Condition 11, the Contract shall continue for a fixed period of 12 months (Initial Term) and shall automatically renew at the end of the Initial Term for a period of 12 months (Renewal Term) and successively at the end of each Renewal Term. Either party may give written notice to the other party not later than 30 days before the end of the Initial Term or the relevant Renewal Term to terminate the Contract at the end of the Initial Term or the relevant Renewal Term (as the case may be).
3.2 Subject to clause 3.1 where a Client wishes to terminate this Contract earlier than the Initial Term or any Renewal Term the Client remains liable for the relevant Charges for the remainder of the Initial Term or any Renewal Term. For the avoidance of doubt any fees in connection with the Pricing Guide shall be based on an average of any and all of the previous months charges for the remainder of the Term.
4. Supply of Services
4.1 DMT shall endeavour to supply the Services to the Client in accordance with the SLA’s in all material respects.
4.2 DMT shall use all reasonable endeavours to meet any performance dates specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 DMT reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and DMT shall notify the Client in any such event.
4.4 DMT warrants to the Client that the Services will be provided using reasonable care and skill.
4.5 If either party wishes to propose a change to the scope of the Services during the Term that party shall follow the process set out in Condition 6.
5. Client's obligations
5.1 The Client warrants, undertakes and represents that it and shall procure that its Representatives shall:
(a) ensure that the terms of the Order and any information and Client Materials it provides to DMT are complete and accurate;
(b) provide a point of contact, a backup point of contact and a billing point of contact;
(c) co-operate with DMT in all matters relating to the Services including but not limited to; responding to DMTs emails, downloading DMTs applications and attending and actively engaging with workshops and meetings;
(d) provide DMT and/or its Representatives in a timely manner with access to the Client's premises, access to relevant social media, online platforms, marketing or media accounts such as Googly Analytics, service forms that the Client holds from time to time, office accommodation and other facilities as reasonably required by DMT;
(e) provide DMT and/or its Representatives with Client Materials such information, specifications, descriptions and materials as DMT may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(f) prepare the Client's premises for the supply of the Services;
(g) on or before the Commencement Date obtain and maintain all necessary licences, approvals, authorisations, waivers permissions and consents which may be required for DMT to provide the Services;
(h) keep all materials, equipment, documents and other property of DMT (Supplier Materials) at the Client's premises in safe custody at its own risk, maintain DMT Materials in good condition until returned to DMT, and not dispose of or use DMT Materials other than in accordance with DMT's written instructions or authorisation;
(i) promptly notify DMT if it has any concern in relation to the provision of the Services;
(j) have full power and authority to enter into and perform its rights and obligations under the Contract;
(k) comply with all relevant laws applicable to the Contract;
(l) comply with any additional obligations as set out in the Quote; and
(m) Sign up to make payments via Go-Cardless during the onboarding process.
5.2 If at any time DMT's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, DMT shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays DMT's performance of any of its obligations;
(b) DMT shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from DMT's failure or delay to perform any of its obligations as set out in this 5.2; and
(c) the Client shall reimburse DMT on written demand for any costs or losses sustained or incurred by DMT arising directly or indirectly from the Client Default.
6. Change
4.1 Either party may propose changes to the scope of the Services but no proposed change shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes an the effect that those changes will have on the Services, the Charges, the timetable for performance of the Services.
4.2 If either party wishes to make a change to the Services it shall provide a draft Change Order to the other party, providing as much detail as would be reasonably required to assess the change required.
4.3 If the parties agree to a Change Order, they shall sign it and that Change Order shall amend the current Services.
4.4 If the parties are unable to agree to the Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in Condition 14.8 and the current Services will continue until termination in accordance with this Contract.
7. Charges and payment
7.1 The Client undertakes and agrees to pay the Charges in accordance with the Quote and under this clause 7.
7.2 The Charges for the Services shall be set out in the Quote or in the Pricing Guide, unless subject to a Service Charge that shall be calculated on a time and materials basis:
(a) the Charges shall be calculated in accordance with DMT's daily fee rates, as set out in the SLAs;
(b) DMT's daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm Monday to Thursday and Friday 9.00am to 4.00pm worked on Business Days;
(c) DMT shall be entitled to charge:
(i) a rate of £100.00 per hour outside of the relevant SLA (or such rate to be determined by DMT at DMTs sole discretion);
(ii) a one off payment of £100 (set up charge) and any charges passed down via a third party payment provider where Client does not pay via Go-Cardless; and
(iii) any third party disbursements connected to the Services.
(d) DMT shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom DMT engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by DMT for the performance of the Services, and for the cost of any materials.
7.3 DMT shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom DMT engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by DMT for the performance of the Services, and for the cost of any materials.
7.4 DMT shall invoice the Client in the following manner:
(a) the first invoice in connection with the Retainer shall be submitted to the Client on (i) on the Commencement Date; or (ii) meet the team call; or (iii) the Strategy Call; whichever the sooner, payable in advance on the 21st of each month during the Term; and
(b) the first invoice in connection with the Pricing Guide shall be invoiced in arrears on the 21st of the month immediately following the process in clause 7.4(a) and on the 21st of each month during the Term.
7.5 The Client shall pay each invoice submitted by DMT:
(a) within 7 days of the date of the invoice;
(b) in full and in cleared funds to a bank account nominated in writing by DMT; and
(c) time for payment shall be of the essence of the Contract.
7.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by DMT to the Client, the Client shall, on receipt of a valid VAT invoice from DMT, pay to DMT such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.7 If the Client fails to make a payment due to DMT under the Contract by the due date, then, without limiting DMT's remedies under 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 7.7 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Intellectual property rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by DMT.
8.2 DMT grants to the Client, or shall use reasonable endeavours to procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free non-transferable, non-sub-sublicensable licence during the term of the Contract for the purpose of receiving and using the Services and the Deliverables in its business.
8.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in 8.2.
8.4 The Client grants DMT:
(a) a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to DMT for the term of the Contract for the purpose of providing the Services to the Client; and
(b) the right to use the Client’s logo, name and description of the Services being provided to the Client on DMTs website, for a case study and for marketing purposes.
8.5 The Client shall indemnify DMT against all costs, claims, damages or expenses incurred by DMT for which DMT may become liable in connection with any Intellectual Property Rights claim from any third party relating to the Client Materials used by DMT in connection with the provision of the Services by DMT.
9. Data protection
The parties shall comply with their data protection obligations as set out in Schedule 1.
10. Limitation of liability
10.1 References to liability in this 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.3 Nothing in this 10 shall limit the Client's payment obligations under the Contract.
10.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.5 Subject to 10.2 (No limitation in respect of deliberate default), and 10.4 (Liabilities which cannot legally be limited), DMT's total liability to the Client for all other loss or damage shall not exceed 110% of the Charges paid in any preceding 12 month period.
10.6 The caps on DMT's liabilities shall be reduced by (a) payment of an uncapped liability; and (b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
10.7 Subject 10.2 (No limitation in respect of deliberate default), 10.3 (No limitation of Client's payment obligations) and 10.4 (Liabilities which cannot legally be limited), this 10.7 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.8 DMT has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.9 Unless the Client notifies DMT that it intends to make a claim in respect of an event within the notice period, DMT shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.10 This 10 shall survive termination of the Contract.
11. Termination
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without affecting any other right or remedy available to it, DMT may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Client.
11.3 Without affecting any other right or remedy available to it, DMT may suspend the supply of Services under the Contract or any other contract between the Client and DMT if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in 11.1(c) or 11.1(d), or DMT reasonably believes that the Client is about to become subject to any of them; and
(b) DMT reasonably believes that the Client is about to become subject to any of the events listed in 11.1(b).
12. Consequences of termination
12.1 On termination or expiry of the Contract:
(a) the Client shall immediately pay to DMT all of DMT's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, DMT shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of DMT Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then DMT may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13. Non-Solicitation and Employment
13.1 Except in respect of any transfer of employees of the Supplier to the Client pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), the Client shall not, without the prior written consent of the Supplier, at any time from the date on which any Services commence to the expiry of 12 months after the completion of such Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of such Services.
13.2 Any consent given by the Supplier in accordance with Clause 13.1 shall be subject to the Client paying to the Supplier a sum equivalent to 12 months and/or the annual fee payable by DMT to that Representative and the recruitment fee and/or agency costs incurred by DMT of the then current annual remuneration of the Supplier's employee, consultant or subcontractor.
14. General
14.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.2 Assignment and other dealings.
(a) DMT may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of DMT.
14.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by 14.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 14.3; and
(i) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
14.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order Form.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 14.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(b) This 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
14.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.10 Dispute Resolution If a dispute arises out of or in connection with these Conditions or the performance, validity or enforceability of it except where payment is due (Dispute), then the parties shall:
(a) give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents and the Representative of each party shall attempt in good faith to resolve the Dispute; and
(b) if either Representative are for any reason unable to resolve the Dispute within 30 Business Days of the Dispute Notice, the Dispute shall be referred to a senior Representative of each party who shall attempt in good faith to resolve it. If for any reason the senior Representatives are unable to resolve the Dispute within 30 Business Days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with CEDR model mediation. To initiate mediation a party must give notice in writing to the other party.
(c) No party may commence any court or arbitration proceedings in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation. If for any reason the Dispute is not resolved within 45 Business Days of commencement of mediation, the Dispute shall be referred to and finally resolved in the courts of England and Wales.
14.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
14.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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