(CARDIFF) COMMERCIAL WINDOW CLEANERS T/A CCWC SERVICES
STANDARD TERMS AND CONDITIONS APPLICABLE TO SERVICES
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise the following definitions and rules apply:
“Business Day” means any day other than a Saturday, Sunday bank or public holiday in Wales and England.
“Business Hours” means the hours anytime between 07:30 to 16:30 GMT on a Business Day.
“Charges” means the charges payable by the Customer for the supply of the Services in accordance with Clause 7.
“Commencement Date” means the date of execution of a Statement of Work incorporating these Terms and Conditions.
“Contract” means a particular contract made under these Terms and Conditions between the Supplier and the Customer.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Customer” means any person or entity who contracts with the Supplier to execute Works.
“Customer Premises” means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Supplier shall provide Services.
“Data Controller” means data controller as defined in the Data Protection Legislation.
“Data Processor” means data processor as defined in the Data Protection Legislation.
“Data Protection Legislation” the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
“Equipment” means all and any plant, vehicles, equipment, machinery and tools, including materials and consumables.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected. These include, but are not limited to power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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, 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.
“Operator” means any employee, contractor, agent, or representative of the Supplier deployed to assist in the execution of Works.
“Order” means any order or instruction, written or oral given by the Customer to the Supplier for Services.
“Overtime” in relation to an Operator, means any time worked which does not fall within Business Hours.
“Personal Data” means personal data as defined in the Data Protection Legislation.
“Quotation” means the Suppliers quotation or other form of Proposal to the Customer, including any reference to a specification, Statement of Work or other document describing and stipulating the Services to be supplied by to the Customer and setting out the terms on which the Services will be supplied.
“Supplier” means (Cardiff) Commercial Window Cleaners T/A CCWC Services is a company incorporated in Wales company number 05976520 having its registered office at JR Business Centre, Treforest Ind. Est. CF37 5UR.
“Services” means the services specified in Paragraph 3 of the Statement of Work.
“Statement of Work” means the written Statement of Work agreed by or on behalf of each of the parties attached to the front of these Terms and Conditions.
“Term” means the term of the Contract, commencing in accordance with Clause 3.
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time.
“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
“Works” means services rendered, and/or Operators hired and/or supplied by the Supplier to the Customer.
2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2.5 A reference to writing or written includes fax and email.
3. BASIS OF CONTRACT
3.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
3.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).
3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’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.
3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of fourteen (14) Business Days from its date of issue.
4.1 The Supplier shall provide the Services to the Customer in accordance with the Statement of Work and these Terms and Conditions.
4.2 The Supplier shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service Supplier in the Supplier’s industry.
4.3 If the Customer believes that any element of the Services does not meet the standard specified in Clause 4.2, then the Customer must promptly notify the Supplier within seven (7) days with evidence to Lee@CCWCservices.co.uk and allow the Supplier to investigate the matter including where applicable allowing the Supplier to inspect the results of those Services and, if those Services do not meet that standard, re-perform those Services.
4.4 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.5 The Supplier shall comply with all reasonable requests and directions of the Customer in relation to the Services.
4.6 The Supplier reserves the right to amend the Statement of Work 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 the Supplier shall notify the Customer in any such event.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides is accurate and complete;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is disclosed no less than seven (7) days prior to the Commencement;
(e) prepare the Customer’s premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(h) comply with any additional obligations as set out in the Order; and
(i) provide to the Supplier access to a water supply, a mains electricity supply and toilet facilities as per the Order.
5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 5.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6. CUSTOMER PREMISES
6.1 The Customer shall:
(a) promptly provide to the Supplier such access to the Customer Premises as is reasonably required by the Supplier for the provision of the Services;
(b) maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;
(c) be responsible for ensuring the health and safety of the Supplier’s personnel whilst they are at the Customer Premises;
(d) inform the Supplier of all health, safety and security rules, regulations and requirements that apply at the Customer Premises.
6.2 In the performance of the Services at the Customer Premises, the Supplier shall comply with all reasonable health, safety and security rules, regulations and requirements advised by the Customer to the Supplier.
6.3 The Supplier shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Supplier for the purpose of enabling the Supplier’s personnel to enter and work at the Customer Premises.
7. CHARGES AND PAYMENTS
7.1 The Customer shall pay the Charges to the Supplier in accordance with these Terms and Conditions.
7.2 The Charges for the Services shall be calculated on a time and materials basis:
(a) the Charges shall be calculated in accordance with the Supplier’s Service based rates (“Rates”), as set out in the Order;
(b) the Supplier’s Rates for each Customer are calculated on the basis of Business Hours worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of 150% (one hundred and fifty percent) of the Rate on a pro-rata basis for the Services outside the days and hours referred to in Clause 7.2(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier 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 the Supplier for the performance of the Services, and for the cost of any materials.
7.3 All amounts payable by the Customer 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.
7.4 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
7.5 The Supplier shall invoice the Customer on completion of the Services.
7.6 The Customer shall pay each invoice submitted by the Supplier:
(a) to the Supplier within the period of thirty (30) days following the receipt of an invoice issued or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) by direct debit or bank transfer in full and cleared funds directly into the Suppliers bank account held at:
Barclays Bank Plc
Sort Code: 20-18-27
Account Number: 60236853
VAT Number: 119130641
time for payment shall be of the essence of the Contract.
7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Suppliers remedies under Clause 13, the Customer 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 Clause 7.7 will accrue each day at 8% a year above the Bank of England’s base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1988.
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).
8.1 The Customer warrants to the Supplier that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
8.2 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
9. CONSUMER CANCELLATION RIGHTS
9.1 This Clause 9 applies exclusively to Contracts between the Supplier and a Customer who is a Consumer and where the Contract is a distance contract or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“CCR”) and the Consumer Rights Act 2015.
9.2 The Customer may withdraw an offer to enter into the Contract with the Supplier; and the Customer may cancel the Contract entered into with the Supplier at any time within the period:
(a) beginning when the Contract was entered into; and
(b) ending at the end of fourteen (14) days after the day on which the Contract was entered into,
subject to Clause 9.3. The Customer does not have to give any reason for the withdrawal or cancellation.
9.3 The Customer agrees that the Supplier may begin the provision of services before the expiry of the period referred to in Clause 9.2, and the Customer acknowledges that, if the Supplier does begin the provision of services before the end of that period, then:
(a) if the services are fully performed, the Customer will lose the right to cancel referred to in Clause 9.2; and
(b) if the services are partially performed at the time of cancellation, the Customer must pay to the Supplier an amount proportional to the services supplied or the Supplier may deduct such amount from any refund due to the Customer in accordance with this Clause 9.
9.4 In order to withdraw an offer to enter into the Contract or cancel the Contract on the basis described in this Clause 9, the Customer must inform the Supplier of the Customer’s decision to withdraw or cancel (as the case may be). The Customer may inform the Supplier by means of any clear statement setting out the decision. In the case of cancellation, the Customer may inform the Supplier using the cancellation form that the Supplier will make available to the Customer. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.
9.5 If the Customer withdraws an offer to enter into the Contract, or cancels the Contract, on the basis described in this Clause 9, the Customer will receive a full refund of any amount the Customer paid to the Supplier in respect of the Contract, except as specified in this Clause 9.
9.6 The Supplier will refund money using the same method used to make the payment, unless the Customer has expressly agreed otherwise. In any case, the Customer will not incur any fees as a result of the refund.
9.7 The Supplier will process the refund due to the Customer as a result of a cancellation on the basis described in this Clause 9, within the period of fourteen (14) days after the day on which the Supplier is informed of the cancellation.
9.8 The Customer may cancel an on-going Contract during the order process and the Supplier will confirm this information in writing after the Supplier has accepted the Customers order.
9.9 The Customer shall pay for services received before the Customer changed their mind. The Supplier will not refund the Customer for the time the Customer was receiving the service before informing the Supplier regarding the change of mind.
10. LIMITATION OF LIABILITY
10.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10,000,000 (ten million) per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 References to liability in this Clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.4 Nothing in this Clause 10 shall limit the Customer’s payment obligations under the Contract.
10.5 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).
10.6 Subject Clause 10.3, Clause 10.4 and Clause 10.5, this clause 10.6 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.
10.7 The Supplier has given commitments as to compliance of the Services with the relevant specifications in the Statement of Work. 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.
10.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.9 This Clause 10 shall survive termination of the Contract.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 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 Customer) shall be owned by the Supplier.
11.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
12. DATA PROTECTION LEGISLATION
The parties shall comply with all applicable Data Protection Legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 13.2.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving to the other party not less than one (1) months written notice of termination, expiring at the end of any calendar month.
14.2 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 seven (7) 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.
14.3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) the Customer does not comply with its obligations as per Clause 6 relating to access to the Customers Premises; or
(c) there is a change of control of the Customer.
14.4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in Clause 14.2(c) or Clause 14.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in Clause 14.2(b).
15. EFFECT OF TERMINATION
15.1 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
15.2 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.
15.3 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.
16.1 Any notice given under these Terms and Conditions shall be in writing, whether or not described as “written notice” in these Terms and Conditions.
16.2 Save to the extent expressly provided otherwise in these Terms and Conditions, any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in the Statement of Work):
(a) sent by courier, in which case the notice shall be deemed to be received upon delivery;
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received two (2) Business Days following posting; or
(c) sent by email, in which case, providing that the sender retains evidence of such sending, the notice shall be deemed to be received upon sending, and the notice shall be deemed to be received upon the sending of such acknowledgement which, for the avoidance of doubt, shall not require further acknowledgement,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
16.3 The address and contact details set out in the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 16.
17. FORCE MAJEURE EVENT
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.
18.1 The Supplier may subcontract any of its obligations under the Contract without the prior written consent of the Customer.
18.2 The Supplier shall remain responsible to the Customer for the performance of any subcontracted obligations.
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).
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.
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 Clause 21 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.
22. ASSIGNMENT AND OTHER DEALINGS
22.1 The Supplier 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.
22.2 The Customer 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 the Supplier.
23. THIRD PARTY RIGHTS
23.1 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.
23.2 The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
24. ENTIRE AGREEMENT
24.1 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.
24.2 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.
24.3 Nothing in this Clause shall limit or exclude any liability for fraud.
25. 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.
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.