Terms & Conditions
The Client's attention is particularly drawn to the provisions of clause 9
1.1 In these Conditions, the following definitions apply:
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
- Client: the person or firm who purchases Services from the Service Provider.
- Commencement Date: the first day of the Term, as set out in the Order.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.
- Contract: these Conditions and the Order.
- Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
- Data Subject: an individual who is the subject of Personal Data.
- Due Date for Payment: 30 days from the date of each invoice issued by the Service Provider pursuant to the Contract, or such other due date as may be specified on the invoice.
- Extended Term: has the meaning set out in clause 10.1.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
- Order: the Service Contract signed by the Client incorporating these Conditions.
- Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Service Provider is providing Services under this Contract.
- Processing and process: have the meaning set out in section 1(1) of the Data Protection Act 1998.
- Services: the services supplied by the Service Provider to the Client as set out in the Order.
- Service Provider: Cygnet IT Services CIC registered in England and Wales with company number 9400156.
- Service Provider Materials: has the meaning set out in clause 4.1.7.
- Term: means the Term stated on the Order.
- Termination Compensation: the following sums in order to compensate the Service Provider for the loss of this Contract if the Client wishes to terminate this agreement for convenience pursuant to clause 10.2.1 before the expiry of the Term:
- Service type: Ad-hoc/consultancy
- Compensation payable by the Client: An amount equal to the cost of all non-refundable licences and other third party costs incurred by the Service Provider in connection with the provision of the Services or the anticipated provision of the Services as at the Termination Date plus VAT (if applicable) LESS any such costs and VAT which have already been expressly invoiced for and paid by the Client.
- Service type: Regular ongoing
- Compensation payable by the Client: The total Charges payable by the Client under the terms of the Contract for the complete Term and any Extended Term (irrespective of the point in the Term or Extended Term at which the Termination Date occurs) plus VAT (if applicable) LESS any portion of the Charges and VAT as has already been paid by the Client.
- Termination Date: means the date of expiry or termination of the Contract.
1.2 In these Conditions, the following rules of interpretation apply:
- 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- 1.2.2 a reference to a party includes its successors or permitted assigns;
- 1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- 1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- 1.2.5 a reference to writing or written includes faxes and e-mails.
1.3 In the event of any inconsistency between the provisions of these Conditions and the Order, the conflict shall be resolved according to the following order of priority:
- 1.3.1 the Order;
- 1.3.2 these Conditions.
2. Basis of contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted by the Service Provider if:
- 2.2.1 the Service Provider signs the Order; or
- 2.2.2 the Service Provider commences the provision of the Services (whether or not the Service Provider signs the Order) and the Contract shall come into existence on the date that the first of those events shall occur.
2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Service Provider which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Service Provider, and any descriptions or illustrations contained in the Service Provider'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.
2.5 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 trade, custom, practice or course of dealing.
2.6 Any quotation given by the Service Provider shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. Supply of Services
3.1 The Service Provider shall supply the Services to the Client during the Term in accordance with the Order and any agreed specification in all material respects.
3.2 The Service Provider shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Service Provider shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Service Provider shall notify the Client in any such event.
3.4 The Service Provider warrants to the Client that the Services will be provided using reasonable care and skill.
4. Client's obligations
4.1 The Client shall:
- 4.1.1 ensure that the terms of the Order are complete and accurate;
- 4.1.2 co-operate with the Service Provider in all matters relating to the Services;
- 4.1.3 provide the Service Provider, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Service Provider;
- 4.1.4 provide the Service Provider with such information and materials as the Service Provider may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- 4.1.5 prepare the Client's premises for the supply of the Services (if required);
- 4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, save for those which the Service Provider has agreed to obtain; and
- 4.1.7 keep and maintain all materials, equipment, documents and other property of the Service Provider (Service Provider Materials) at the Client's premises in safe custody at its own risk, maintain the Service Provider Materials in good condition until returned to the Service Provider, and not dispose of or use the Service Provider Materials other than in accordance with the Service Provider's written instructions or authorisation.
4.2 If the Service Provider'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):
- 4.2.1 the Service Provider shall without limiting its other rights or remedies 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 to the extent the Client Default prevents or delays the Service Provider's performance of any of its obligations;
- 4.2.2 the Service Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Service Provider's failure or delay to perform any of its obligations as set out in this clause 4.2; and
- 4.2.3 the Client shall reimburse the Service Provider on written demand for any costs or losses sustained or incurred by the Service Provider arising directly or indirectly from the Client Default.
5. Charges and payment
5.1 The Charges for the Services shall be as set out in the Order (under the heading "Price").
5.2 The Service Provider may from time to time (acting reasonably) adjust the Charges to reflect actual changes in the cost to the Service Provider of providing the Services to the Client, on giving to the Client reasonable notice of such price adjustments.
5.3 The Service Provider shall invoice the Client annually in advance or as otherwise set out in the Order (under the heading “Payment Terms”).
5.4 Subject to clause 5.5 and unless otherwise stated in the Order, the Service Provider shall first invoice the Client within 28 days of the Commencement Date for the Charges due for the period from and including the Commencement Date to but excluding the anniversary of the Commencement Date, or for such other period as may be specified on the Order or as the parties may otherwise agree in writing.
5.5 Where the Client is being invoiced annually, the Service Provider may agree (at its discretion) to pro-rata the first invoice (for example, to tie in with the Client's financial year). Where the Service Provider agrees to pro-rata the first invoice, the Service Provider shall first invoice the Client within 28 days of the Commencement Date for an agreed period and thereafter in accordance with clause 5.3.
5.6 Each invoice shall include such supporting information reasonably required by the Client to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
5.7 In consideration of the supply of the Services by the Service Provider, the Client shall pay the invoiced amounts in cleared funds on each Due Date for Payment to a bank account nominated in writing by the Service Provider.
5.8 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Service Provider to the Client, the Client shall, on receipt of a valid VAT invoice from the Service Provider, pay to the Service Provider 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.
5.9 If the Client fails to make any payment due to the Service Provider under the Contract by the Due Date for Payment, then the Client shall pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the Due Date for Payment until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
5.10 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Service Provider may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Service Provider to the Client.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Service Provider.
6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on the Service Provider obtaining a written licence from the relevant licensor on such terms as will entitle the Service Provider to license such rights to the Client.
6.3 All Service Provider Materials are the exclusive property of the Service Provider.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8. Data Protection
8.1 Service Provider's obligations
- 8.1.1 The Client and the Service Provider acknowledge that for the purposes of the Data Protection Act 1998, the Client is the Data Controller and the Service Provider is the data processor in respect of any Personal Data.
- 8.1.2 The Service Provider shall process the Personal Data only in accordance with the Client's instructions from time to time and shall not process the Personal Data for any purpose other than those authorised by the Client.
8.2 Service Provider's employees
The Service Provider shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
- 8.3.1 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
- 8.3.2 The Service Provider warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:
- 220.127.116.11 take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
- the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
- the nature of the data to be protected.
- 18.104.22.168 take reasonable steps to ensure compliance with those measures.
- 8.4.1 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 8.
- 8.4.2 The Client acknowledges that the Service Provider is reliant on the Client for direction as to the extent to which the Service Provider is entitled to use and process the Personal Data. Consequently, the Service Provider will not be liable for any claim brought by a Data Subject arising from any action or omission by the Service Provider, to the extent that such action or omission resulted directly from the Client's instructions.
8.5 Appointment of sub-contractors
- 8.5.1 The Service Provider may authorise a third party (sub-contractor) to process the Personal Data provided that the sub-contractor's contract:
- 22.214.171.124 is on terms which are substantially the same as those set out in this Contract; and
- 126.96.36.199 terminates automatically on termination of this Contract for any reason.
9. Limitation of liability; THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1 Nothing in these Conditions shall limit or exclude the Service Provider's liability for:
- 9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- 9.1.2 fraud or fraudulent misrepresentation; or
- 9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1:
- 9.2.1 the Service Provider shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- 9.2.2 the Service Provider's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of £20,000 and the aggregate amount of all Charges paid by the Client to the Service Provider for Services in respect of the year of the Term preceding the occurrence of the event giving rise to the liability.
9.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.4 This clause 9 shall survive termination of the Contract.
10. Term and Termination
10.1 The Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with this clause 10, the Contract shall continue for the Term, and shall automatically extend for a further period of one year or such other period as the parties may agree in writing (an Extended Term) at the end of the Term and at the end of each Extended Term. Either party may give written notice to the other party not later than three months before the end of the Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.
10.2 Without limiting its other rights or remedies, either party may terminate the Contract:
- 10.2.1 by giving the other party three months' written notice expiring at any time; or
- 10.2.2 with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within a reasonable period set out in the notice of breach.
10.3 Where the Client wishes to terminate the Contract for convenience pursuant to clause 10.2.1, if such termination takes effect before the expiry of the Term, the Client shall be obliged to pay the Termination Compensation to the Service Provider. Subject to clause 11, the Termination Compensation shall be in full and final settlement of all liabilities of the Client arising out of any termination of the Contract by the Client pursuant to clause 10.2.1.
10.4 For the avoidance of doubt, where the Service Provider wishes to terminate the Contract for convenience pursuant to clause 10.2.1, this shall be without payment of any amount or penalty except as set out in clause 11.1.3.
10.5 Without limiting its other rights or remedies, the Service Provider may terminate the Contract with immediate effect by giving written notice to the Client if:
- 10.5.1 any payment due from the Client to the Service Provider is outstanding for more than 28 days from the Due Date for Payment;
- 10.5.2 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
- 10.5.3 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- 10.5.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
- 10.5.5 the Client (being an individual) is the subject of a bankruptcy petition or order;
- 10.5.6 a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- 10.5.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company);
- 10.5.8 the holder of a qualifying floating charge over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver;
- 10.5.9 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
- 10.5.10 any event occurs or proceeding is taken with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.5.2 to clause 10.5.9 (inclusive);
- 10.5.11 the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
- 10.5.12 the Client's financial position deteriorates to such an extent that in the Service Provider's opinion the Client's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
- 10.5.13 the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.6 Without limiting its other rights or remedies, the Service Provider may suspend provision of the Services under the Contract or any other contract between the Client and the Service Provider if the Client becomes subject to any of the events listed in clause 10.5.2 to clause 10.5.13, or the Service Provider reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the Due Date for Payment.
11. Consequences of termination
11.1 On termination of the Contract for any reason:
- 11.1.1 the Client shall immediately pay to the Service Provider all of the Service Provider's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Service Provider shall submit an invoice, which shall be payable by the Client immediately on receipt;
- 11.1.2 the Client shall return all of the Service Provider Materials which have not been fully paid for. If the Client fails to do so, then the Service Provider 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 this Contract;
- 11.1.3 the Service Provider shall repay to the Client any amount which it may have been paid in advance in respect of Services not provided by the Service Provider as at the date of termination;
- 11.1.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and
- 11.1.5 clauses which expressly or by implication survive termination shall continue in full force and effect.
12. Force majeure
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Service Provider including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 The Service Provider shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents the Service Provider from providing any of the Services for more than 12 weeks, the Service Provider shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
13.1 Assignment and other dealings.
- 13.1.1 This Contract cannot be assigned by either party.
- 13.1.2 The Service Provider may (at its discretion) sub-contract or delegate in any manner any or all of its obligations under the Contract to any third party or agent, so long as the Service Provider retains overall responsibility for the provision of the Services.
- 13.1.3 The Client shall not, without the prior written consent of the Service Provider, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- 13.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax.
- 13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
- 13.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 13.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- 13.3.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 No partnership or agency.
- 13.5.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.
- 13.5.2 Except where expressly stated in the Order, nothing in the Contract is intended to, or shall be deemed to constitute either party the agent of the other for any purpose and neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
- 13.7.1 Except as set out in Clause 13.7.2 and elsewhere in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Service Provider.
- 13.7.2 The Service Provider may revise these Conditions from time to time at its discretion by giving at least one month's advance notice to the Client of any change.
13.8 Dispute resolution.
- 13.8.1 If any dispute arises in connection with this Contract, a director of each of the parties will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
- 13.8.2 If the dispute is not wholly resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate mediation a party must give notice in writing ('ADR notice') to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of this Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
13.9 Governing law.
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).