Terms & Conditions
Terms and Conditions For Echo Digital Media Trading as The Consultancy / The Glazing Vault
For the avoidance of any doubt – the individual Terms and Conditions modules which follow consecutively within this document shall be read as one whole document and comprise the full Terms and Conditions for The Consultancy
General Note –
The following Terms and Conditions of Business shall govern all transactions with Echo Digital Media Ltd, (registered in England and Wales with company number 07384798), registered office -Barrington House 41‐45 Yarm Lane, Stockton on Tees, TS18 3EA, when providing marketing and related services to our clients. Our trading names include ‘The Consultancy and The Glazing Vault. (hereinafter called “the Seller”) except as otherwise specifically agreed in writing. Where there is any inconsistency between these Terms and Conditions and any Terms and Conditions which the Buyer seeks to impose, these Terms and Conditions shall prevail.
Terms and Conditions of Business For Echo Digital Media Trading as The Consultancy / The Glazing Vault
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Placing and Acceptance of Orders
The placing of an order with the Seller (though based on the Seller’s quotation or estimate) shall not constitute a contract, and the Seller reserves the right to accept or reject any order placed at the Seller’s absolute discretion.
For the avoidance of doubt, where a potential customer of either The Consultancy divulges any information either as an enquiry for provision of services or in the process of negotiating a contract – such information whether it be “customer data”, “potential leads” or any such “commercial material” shall be available only to the “seller/ licence holder” (The Consultancy) and will be neither shared with or divulged to any other party see also Clause 15 Confidentially and Customers Property
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These Terms shall:
- Apply to and be incorporated into this or any future Contract; and
- Prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
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Quotations are given by us on the basis that no agreement or Contract shall come into existence except in accordance with clause 1.3.
Any quotation is valid for a period of 30 days. -
Your purchase order, or your acceptance of a quotation for Services by us, constitutes an offer by you to purchase the Services specified in it on these Terms.
No offer placed by you shall be accepted by us other than:- by our written acknowledgement; or
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where we have agreed the Project Brief /Plan and we have commenced to provide the Services.
And only upon the clear understanding that when a contract for the supply and purchase of those Services is concluded these Terms will apply. The Buyers standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern these Terms of the Contract.
- An order once accepted expressly or by commencement of work cannot be cancelled except by mutual agreement.
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These Terms shall:
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Commencement
- The Services supplied under the Contract shall be provided by us after we have accepted your offer in accordance with clause 1.3 and we have formulated the Project Brief / Plan in accordance with the provisions of clause 3.0 below.
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Project Brief / Plan
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Project Brief / Plan(s) – no project shall be commenced without the agreement and signature of both parties to the Project Brief / Plan the Project Brief / Plan shall
be agreed in the following manner:
- The Buyer shall provide the Seller with a request for a Project Plan, accompanied by a written brief setting out requirements and specifications of the Services which are requested from the Seller, (The Brief) including a description of what work is to be done, any dates by which it or each stage of the work is requested to be started and finished, Deliverables, Client Materials and such other information as the Seller may request to allow preparation of a formal draft Project Brief / Plan document which shall be required to be signed as accepted by both parties;
- The Seller shall, as soon as reasonably practicable, provide the Buyer with a draft Project Plan; this Plan will comprise as a minimum a copy of the agreed brief, further developed as required, to include programmed dates and additional information as may be required and agreed between the parties.
- The Seller and Buyer shall jointly discuss and agree the draft Project Plan and when it has been agreed, the Buyer shall sign a copy of it and return it by fax/post to the Seller within 30 days and it shall become subject to these Terms. Any subsequent Project Plans agreed between the parties and related to this project, will be subject to the then current set of Terms, which are available on our website www.theconsultancy.co.uk, a further copy of which can be provided on request.
- Once the Project Plan has been agreed and signed in accordance with clause 3.1(c), no amendment shall be made to it except in accordance with clause 5, clause 8, clause 9 and clause 17
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Project Brief / Plan(s) – no project shall be commenced without the agreement and signature of both parties to the Project Brief / Plan the Project Brief / Plan shall
be agreed in the following manner:
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Obligations
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Sellers Obligations – the seller shall
- perform the Services with reasonable skill and care and shall use all reasonable endeavours to provide the Services and to deliver the Deliverables in accordance in all material respects with the Project Brief / Plan.
- use reasonable endeavours to meet any performance dates specified in the Project Brief /Plan, but any such dates shall be estimates only and time for delivery shall not (unless otherwise directed) be of the essence of the Contract.
- not be liable for any delays in implementing the Project Brief / Plan resulting from the Buyer’s failure to fulfil any of their obligations as set out in these Terms and/or the Project Brief / Plan. The seller reserves the right to invoice for any additional expenses reasonably incurred as a result of such delays.
- if deemed necessary, shall appoint and notify the Buyer of their Manager in respect of the Project using all reasonable endeavours to ensure that the same person acts as Manager throughout the duration of the Project, but the Seller may replace this person from time to time where reasonably necessary should the interests of the Sellers business so require.
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Buyers Obligations – the Buyer shall
- Co-operate with the Seller in all matters relating to the Services and the Buyer shall appoint and notify their Manager in relation to the Project, who shall have the authority contractually to bind the Buyer on matters relating to that Project, and through whom questions and enquiries relating to the Services or Deliverables will be channelled;
- Provide to the Seller, their agents, sub-contractors and employees, in a timely manner and at no charge, such access to the Buyers premises, office accommodation, data and such other facilities as reasonably requested by the Seller;
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Provide, in a timely manner, such Client Materials and other information as may be requested and ensure that it is accurate in all material respects;
And for where access is required by the Seller to carry out works at the Buyers premises – - Be responsible (at the Buyers own cost) for preparing the relevant premises for the supply of the Services;
- Inform the Seller of all health and safety rules and regulations and any other reasonable security requirements that apply at the Buyer’s premises;
- Ensure that all Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms with all standards reasonably requested in order for perform the Services;
- Obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services, the installation and/or use of the Sellers Equipment, the use of Client Materials and the use of the Buyers Equipment insofar as such licenses, consents and legislation relate to the Buyers business, premises, staff and equipment in all cases before the date on which the Services are to start;
- provide the Seller with written feedback on such stages of the Project as the Seller may specify, for example via our Client Area.
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Consequences of failure to comply with obligations
- If the performance of the Sellers obligations under the Contract is prevented or delayed by any act or omission by the Buyer, their agents, sub-contractors or employees, the Seller shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
- The Buyer shall be liable to pay to the Seller, on demand, all reasonable costs, charges or losses sustained or incurred by the Seller (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyers fraud, negligence, failure to perform or delay in the performance of any of their obligations under the Contract, subject to the Seller confirming such costs, charges and losses in writing.
- The Buyer shall not, without our prior written consent, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from the Seller or employ or attempt to employ any person who is, or has been, engaged as the Sellers employee or sub-contractor in the provision of the Services.
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Any consent given by the Seller in accordance with clause 4.3.3 shall be subject to the Buyer paying to the Seller a sum equivalent to the higher of:
(i) 25% of the then current annual remuneration of the relevant employee or sub-contractor;
(ii) the sum the Seller initially paid to a recruitment agency upon the appointment of the relevant employee or subcontractor; or
(iii) 25% of the annual remuneration to be paid by the Buyer to that employee or subcontractor
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Sellers Obligations – the seller shall
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Charges and Payment
- Clause 5.2 shall apply where the Seller provides the Services on a time and materials basis. Clause 5.3 shall apply where the Seller provides the Services for a fixed price. The remainder of this clause 5.0 shall apply in either case. All credit accounts are strictly net and payable 28 days from the date of the invoice. Where payment has not been made within the agreed terms of credit, Clause 5.6 shall apply.
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Where the Services are provided on a time and materials basis:
- The charges payable for the Services shall be calculated in accordance with the Seller’s standard daily fee rates, as per the schedule incorporated into our project Brief or as amended by any subsequent our quotation;
- The Seller’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, generally worked between 8.30 am and 5.30 pm on weekdays (excluding public holidays), although the exact timings may vary;
- an overtime rate of 150% of the normal daily fee rate shall apply on a pro-rata basis for each day or part thereof for any time worked by individuals whom we engage on the Project and who is required to carry out work outside the hours referred to in clause 5.2(b);
- All charges quoted are exclusive of VAT which shall be added to all invoices at the appropriate /current rate;
- Unless otherwise agreed, the Seller shall invoice as noted in the Project brief / Plan and where not otherwise stated or agreed monthly in arrears for our charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 5.2.
- Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Project Brief /Plan. The total price shall be paid by the Buyer to the Seller (without deduction or set-off) in full or in any instalments as are set out in the Project Brief / Plan. At the end of a period specified the Project Brief / Plan in respect of which an instalment is due, the Seller shall invoice the Buyer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in clause 5.4.
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Any fixed price and daily rate contained in the Project / Brief Plan excludes:
- The cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Seller may engage in connection with the Services, the cost of any materials and the cost of Third Party Products reasonably and properly provided by third parties and required by the Seller’s for the supply of the Services. Such expenses, materials and third party services shall be invoiced by us at cost plus 10%; and
- VAT, which we shall add to our invoices at the appropriate rate, where applicable.
- Unless agreed otherwise in the Project Brief / Plan, the Buyer shall pay each invoice submitted to them by the Seller, immediately upon (meaning within seven Business Days of) receipt in full and in cleared funds.
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Time for payment shall be of the essence of the Contract.
Without prejudice to any other right or remedy that the Seller may have, if the Buyer fails to make payment upon the due date the Seller may:
- Charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and we may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
- Suspend all Services until payment has been made in full.
- All sums payable to the Seller under the Contract shall become due immediately on its termination, despite any other provision. This clause 5.7 is without prejudice to any right to claim for interest under the law, or any such right under this agreement or the Contract.
- The Seller may, without prejudice to any other rights, set off any of the Buyer’s liability to the Seller against any of the Seller’s liability to the Buyer.
- Any deposits or initial payments are non-refundable, save as otherwise agreed in writing between the parties.
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Delivery of Services
- Delivery of services / work either by electronic transfer or actual documentation or delivery of product shall be accepted by the Buyer when tendered or dispatched to the Buyer and notification that the work has been completed has been given by the Seller
- Whilst every effort will be made by the Seller to effect delivery in accordance with pre-arranged dates, no guarantees as to dates of delivery by the Seller is to be implied and the Seller will not accept liability for any loss or damage occasioned by delay in delivery however caused.
- Should work be suspended at the request of, or delayed through any default of the Buyer, for a period of 7 days the Seller shall then be entitled to payment for work already carried out and materials specially ordered, and all works will cease until the cause of the suspension is rectified to the satisfaction of both parties.
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Acceptance of Services
- Any failure or defect which may be discovered in any partial delivery of services shall not entitle the Buyer to cancel the contract. Any such failure or defect should be noted, and immediately advised to the Seller, (if in writing by recorded delivery) who shall take the appropriate action to remedy the failure or defect in a timely manner.
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Changes to Services
- The representatives of the Seller and the Buyer shall make contact at pre-arranged intervals (or at such other intervals as the Seller shall request) to discuss matters relating to the Services. If either party wishes to increase the scope or nature of the Services, it shall submit details of the requested change to the other in writing.
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If either party requests an increase to the scope or nature of the Services, the Seller shall, within a reasonable time, provide a written estimate to the Buyer
advising the following -:
- the likely time required to implement the change;
- any variations to charges arising from the change;
- the likely effect of the change on the Project Brief / Plan; and
- any other impact of the change on the terms of the Contract.
- The Seller may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If the Seller request a change to the scope of the Services for any other reason, the Buyer shall not unreasonably withhold or delay consent to it provided that such changes do not materially affect the nature or quality of the Services.
- If the Buyer wishes the Seller to proceed with any increase in scope, the Seller shall be under no obligation to do so unless and until both parties have agreed in writing the necessary variations to the Sellers charges, the Project Brief / Plan and any other relevant terms of the Contract to take account of the change.
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Variation
- Subject to clause 3 and clause 8, no variation of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.
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Services and Deliverables Limitation of Liability
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This clause 10.0 sets out the Sellers entire financial liability (including any liability for the acts or
omissions of our employees, agents and sub-contractors) to the Buyer in respect of:
- any breach of the Contract;
- any use made by the Buyer of the Services, the Third-Party Products, the Deliverables or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
- All warranties, clauses and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
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Nothing in these Terms limits or excludes the Seller’s liability:
- for death or personal injury resulting from negligence; or
- for any damage or liability incurred by the Buyer as a result of our fraud or fraudulent misrepresentation.
- Subject to clause 10.2 and clause 10.3 the Seller shall not be liable for any damage to any artwork, transparencies or other materials supplied by the Buyer as required to complete the services/ deliverables, all such work and materials will be held by the Seller in good faith and upon completion of use returned to the Buyer.
- Subject to clause 10.2 and clause 10.3 the Seller shall not be liable for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any special, indirect or consequential loss or damage or for any issues arising in respect of Third Party Products.
- The Sellers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of any Contract shall be limited to the price paid or payable in the twelve months immediately preceding any claim for the Services for the particular element of the Project to which the claim relates.
- Save as provided above, all conditions, warranties and other terms whether express, implied or otherwise, relating to the sale or supply of Goods or Services by the Seller, their quality, condition or description, or their fitness for any particular purpose are excluded.
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This clause 10.0 sets out the Sellers entire financial liability (including any liability for the acts or
omissions of our employees, agents and sub-contractors) to the Buyer in respect of:
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Approvals and Proofs
- There will be occasions during the progress of the works when the Seller will request the guidance / agreement of the Buyer in respect of electronic page layouts, data linkages and artwork the Buyer or their approved agent must respond in a timely manner as required by clause 4.2.1 to ensure such guidance /agreement is provided to minimise any project delays. No responsibility or recompense can be held against the Seller for delays incurred in production schedules due to delays in obtaining such agreement.
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Force Majeure
- The Seller shall have no liability to the Buyer under the Contract if prevented from or delayed in performing our obligations under the Contract or from carrying on business by acts, events, omissions or accidents beyond the Sellers reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, power outage or electrical failure, theft of computers or related equipment, hostile computer act, telecommunications failures, non-availability of third party data centres, 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 sub- contractors (including the suppliers of any Third Party Products).
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Termination
- Unless the nature of the Services to be provided requires otherwise and is specified in the Project Brief /Plan, subject to clause 13.2, the Contract shall terminate automatically on completion of the Project in accordance with the Project Plan.
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Without prejudice to any other rights or remedies which the parties may have and where the nature of the Services to be provided is on an ongoing basis, either party
may terminate the Contract without liability to the other immediately on giving notice to the other if:
- the other party commits a material breach of any of these Terms or the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
- An order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party;
- An order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
- A receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets;
- The other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
- The other party ceases, or threatens to cease, to trade; or
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On termination of these Terms or the Contract for any reason:
- The Buyer shall immediately pay to the Seller all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Seller may submit an invoice, which shall be payable immediately on receipt;
- The Buyer shall (unless otherwise agreed by the Seller), within 10 Business Days return to the Seller all of their Equipment, Pre-existing Materials and Deliverables (other than Bespoke Items which have transferred to the Buyer under clause 14.1 If the Buyer fails to do so, then the Seller (or their representative) may enter the Buyers premises and take possession of them. Until they have been returned or repossessed, the Buyer shall be solely responsible for their safe keeping;
- The Seller shall use best endeavours to make available to the Buyer for a period of three months after termination any software /artwork the Seller may have prepared for the Buyer as part of the Services, but the Buyer must acknowledge that such materials cannot be retained indefinitely and any request after the said three-month period may not be possible or may be subject to additional fees for retrieving such materials from archiving or recreating deleted files; and
- The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected
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Title and Risk
- The services and deliverables shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title of such services and deliverables shall not pass to the Buyer until the Seller has received Payment of all sums owing from the Buyer failing which the Seller shall have the right to repossess or otherwise recover the services and deliverables. Until title passes the Buyer shall hold the services and deliverables as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller. Should the Buyer be under a limited or public liability then both the company and its directors shall be bailee’s both jointly and severally.
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Confidentiality and Sellers Property
- The Buyer 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 Buyer by the Seller, their employees, agents or sub-contractors and any other confidential information concerning the Sellers business or products or services which the Buyer may obtain. The Buyer shall restrict disclosure of such confidential material to such of the Buyers employees, agents or sub-contractors as need to know, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind The Buyer.
- All materials, equipment and tools, drawings, specifications and data supplied by the Seller to the Buyer (including Pre-existing Materials and Our Equipment) shall, at all times, be and remain the Sellers exclusive property, but shall be held by the Buyer in safe custody at the Buyers own risk and maintained and kept in good condition until returned to the Seller and shall not be disposed of or used other than in accordance with the Sellers written instructions or authorisation.
- This clause 15.0 shall survive termination of this agreement, however arising.
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Intellectual Property and Data Protection
- the ownership and use of intellectual property and all Data Protection matters as related to the provision by the Seller of services and deliverables are addressed separately to these Terms and Conditions – see Terms and Conditions related to Intellectual Property and Data Protection
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Notices
- Notice(s) given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery.
- A notice(s) is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this clause 17.0 is not within business hours (meaning 9.00 am to 5.00 pm on a Business Day), at 9.00 am on the first Business Day following delivery.
- To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
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Dispute Resolution
- If any dispute arises in connection with these Terms or any Contract, directors or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
- If the dispute is not 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, the mediator will be nominated by CEDR.
- To initiate the mediation a party must give notice in writing (ADR notice) to the other party(ies) to the dispute requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 28 days after the date of the ADR notice.
- The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
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Publicity
- All media releases, public announcements and public disclosures by either party relating to the Contract or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.
- Notwithstanding clause 19.1, The Buyer acknowledges that the Seller may use their name, company name, any Design Concepts (whether or not in draft, accepted or final form) in the Sellers portfolio, presentations and other marketing material, and any Website Software into perpetuity to show clients and potential clients examples of the Sellers work for marketing purposes.
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Waiver
- A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
- Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
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Severance
- If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
- The parties agree, in the circumstances referred to in clause 19.1 and if clause 19.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
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Status of Pre-Contractual Statements
- Each of the parties acknowledges and agrees that, in accepting these Terms and Conditions it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and clauses or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
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Assignment
- the Buyer shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Buyers rights or obligations under these Terms and Conditions.
- The Seller may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any rights or obligations under these Terms and Conditions.
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No Partnership or Agency
- Nothing in these Terms and Conditions is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
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Rights of Third Parties
- These Terms and Conditions are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
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Governing Law and Jurisdiction
- These Terms and Conditions and any subsequent Contract and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
- Subject to clause 18.0, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms, the Contract or their subject matter.