Subscription terms and conditions for contracts signed on or after 15 May 2017
The Client wishes to be provided with certain Services by the Company and the Company agrees to provide the Services to the Client subject to the terms and conditions of this Agreement.
- In this Agreement, words shall have the following meanings allocated to them:
means the clauses of this agreement;
means the party indicated in the Order Form as the “Account”, or the party receiving the Services or is liable for the payment of the Fee;
means the date on which the Services are to start as set out in the Order Form;
means Dods Parliamentary Communications Limited, registered in England and Wales (no. 01262354), at 11th Floor, The Shard, 32 London Bridge Street, London, England, SE1 9SG (VAT no. GB 792 0679 00), and its subsidiaries and/or associated companies;
means any information which has been designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either Party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998. Confidential Information shall not include information which (1) was public knowledge at the time of disclosure (otherwise than by breach of clause 8); (2) was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; (3) is received from a third party (who lawfully acquired it) without restriction as to its disclosure; or (4) is independently developed without access to the Confidential Information;
means the sum indicated in the Order Form payable by the Client for the Services or the sum payable as varied in accordance with clause 6.2 of this Agreement;
means any event or occurrence which is outside the reasonable control of the Party concerned and which is not attributable to any act or failure to take preventative action by that Party, including any accidents, fire, flood, storm, explosion, casualty, epidemic, act of God, unavailability of materials or transportation or power or other commodity delay, civil disturbance, terrorism, riot, armed conflict, war, military action, the enactment of any law, the issuance of any executive or judicial order or decree) which causes an interruption of or materially hampers or interferes with the performance by either Party to this Agreement;
“Intellectual Property Rights / IPRs”
means all vested and future copyright and moral rights (in each case for the full period thereof and all extensions, revivals and renewals thereof), database rights, patents, registered and unregistered trade marks and service marks (including any good will attributable thereto), logos, domain names, registered designs and design rights, trade or business names and other similar rights or obligations including applications for the foregoing and the right to apply for any of the foregoing anywhere in the world, and similar rights anywhere in the world together with all information, know-how and techniques relating thereto;
means any documentation, guidance, reports, research documents, bulletins, alerts, briefings, agendas, newsletters, specifications, instructions, toolkits, plans, data, drawings, databases (or information contained in databases presented in any format), patents, patterns, models, designs or other material containing IPRs;
means the form generated by the Company (in the format specified by the Company from time to time) incorporating the description of the Services to be performed, the Parties and the Fee payable;
“Party or Parties”
means the Company and the Client collectively or the Company or the Client individually, as the context implies. References to Parties include references to their respective successors in title, permitted assigns and novates;
means employees, staff or individuals of or directly associated with the Client, who are nominated by the Client and granted access to the Services;
means the Services indicated on the Order Form, consisting of any one of or any combination of monitoring or access to information subscription services, including but not limited to:
(a) Dods People UK, Civil Service People UK, Politics Home, UK, French and German Dods Monitoring, reports, hotline research, stakeholder bulletins, email alerts, briefings, agendas and/or newsletters (together “Dods Monitoring Services”); and
(b) Dods People EU , EU Monitoring, reports, hotline research, stakeholder bulletins, email alerts, briefings, agendas and/or newsletters (together “Dods EU Monitoring Services”);
means the duration of the provision of the Services, for the duration indicated in the Order Form (“Initial Term”) or as extended pursuant to Clause 11;
means value added tax as provided for in the Value Added Tax Act 1994;
means 09:00 to 17:00, Monday to Friday, excluding bank and public holidays in England.
- The headings and titles in this Agreement are intended to make it easier to read but do not form part of this Agreement and do not affect its or their interpretation.
- Reference to any statute or statutory provision is, except where stated otherwise, to a United Kingdom statute or statutory provision. Such reference includes any consolidation or re-enactment, modification, regulation or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification, regulation or replacement and any subordinate legislation in force under any of the same from time to time.
- Words denoting “persons” shall include a natural person, incorporated or unincorporated entity, firm, government, state, partnership, company, incorporation, association, organisation, institution, foundation, trust or agency (in each case whether or not having separate legal personality).
- Where the context requires, words importing the singular shall include the plural and vice versa.
- Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
- In this Agreement, words shall have the following meanings allocated to them:
- Subject to the Client's payment of the Fee the Client is granted the right to use the Service in accordance with the terms of this Agreement.
- The Company shall provide the Services with reasonable skill and care in accordance with this Agreement in all material respects.
- The Services will not be varied unless such variation is agreed by duly authorised representatives of both Parties.
- The Company reserves the right to substitute any personnel who are to provide the Services to the Client.
- The Company shall be entitled to:
- sub-contract any of its obligations hereunder to any affiliated entity;
- sub-contract any of its obligations hereunder to any sub-contractor;
- assign the benefit of this Agreement to any third party who acquires all or substantially all of the business of Company;
PROVIDED THAT, in each case the Company shall remain responsible for the performance of its obligations under this Agreement.
- The Company shall have no liability for any failure to provide or delay in providing the Services in accordance with this Agreement to the extent that such failure or delay results from any act, omission, failure, error, negligence or conduct willful or otherwise of the Client.
- The Client is responsible for giving the Company such cooperation, information and access as are reasonably necessary for the proper performance of the Services.
- In the event of a disruption to the provision of Services by the Company under this Agreement, the Company shall notify the Client as soon as is reasonably practicable.
- Nothing in this Agreement shall prevent the Company from providing any similar services or products, as are set out in this Agreement, to or entering into similar agreements with any other persons or third parties either during or after completion of the Term.
- Access to and Use of the Services
- Access to IP Materials, online portals and databases used to deliver certain Services or any other elements or materials supplied as part of the Services, will be provided to the Client by the Company on or after the Commencement Date. Such access will be granted to an individual designated by the Client as the user of the Services (“Permitted User”). Unless otherwise agreed in writing between the Parties and amended on the Order Form, only one Permitted User per Client shall be permitted.
- The details of the Permitted User must be provided to the Company prior to the Commencement Date and the Client shall keep the Company updated of any changes to the details of the Permitted User (which shall include but shall not be limited to the Permitted User’s name, contact number, physical and email address) during the term of the Agreement. The Company accepts no liability for any errors or inaccuracies relating to the Permitted User’s details provided by the Client in line with this clause 3.2.
- Any amendment, addition or substitution of Permitted Users must be in writing and agreed to by both Parties prior to the provision of any Services. The Company, using its reasonable discretion, reserves its right to accept or reject any persons submitted by the Client as potential Permitted Users.
- If required, the Client shall be provided with access details, codes, credentials, passwords and/or other information required for the Permitted User to access and/or use the Services (“Log-In Details”). The Client and the Permitted User must treat the Log-In Details as confidential, and may not disclose the Log-In Details to any other person or third party. The Client shall notify the Company immediately if it believes that there has been any unauthorised use of its Log-In Details or any unauthorised access to any part of the Services using its Log-In Details.
- The Company may disable any Permitted User’s Log-In Details, at any time, if in its opinion, the Client or the Permitted User has failed to comply with any of the provisions in this Agreement.
- The Client is responsible for ensuring Permitted Users are aware of and comply with this Agreement. Furthermore, the Client warrants that it has all necessary firewall, anti-virus, data backup and other security software installed, up to date and operational on its devices and hardware used to access and/or make use of the Services and it shall keep such software up to date.
- The Client acknowledges and warrants that each of the following terms shall apply to its access and use of the IP Materials and/or Services:
- Unless expressly varied in the Agreement, the Client may retain one copy, in either digital or print format, of any IP Materials supplied to it during the performance of the Services by the Company and may maintain one archive or back-up copy of the IP Materials in either format.
- Upon termination or expiry of this Agreement, howsoever caused, all copies of any IP Materials in the Client’s possession must be returned, deleted or destroyed in accordance with clause 7.4 below.
- IP Materials or any materials provided as part of the Services may not be modified or altered in any way without the provision of a clear notice indicating that the Company owns and reserves all rights to the IPRs contained in such materials, and any modifications or alterations of the same.
- The Client may not copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, reproduce or re-sell or in any other way make available, in any format, any IP Materials, databases or any materials provided by the Company as part of the provision of Services, in full or in part, to any person who is not a Permitted User without receiving the Company’s prior written consent.
- The Client shall not reverse compile or engineer, disseminate, modify, alter, or in any way use any portion of the IP Materials, databases or materials provided by the Company as part of the Services to create, distribute or in any way make available to any persons a service or product which competes, directly or indirectly, with any product or service offered by the Company.
- A breach of any of the provisions in clause 3.7.5 by the Client shall constitute a material breach of this Agreement.
- Dods People and Civil Service People Services
- Where applicable, as part of the Services, the provision of the Dods People and Civil Service People Services by the Company is subject to the following terms:
- On request, the Client shall be entitled to receive up to one hour of online training on the use of the Dods People and Civil Service People Services if it has not previously received such training. The Company reserves the right to charge an added fee for any additional training required by the Client.
- The Client warrants that in accessing or using the Services or the Company’s websites, it, its affiliates and the Permitted User, shall not, in any way:
- Transmit or send any communications relating to sales promotion or for any other commercial purposes in breach of the provisions of the Data Protection Act 1998 (as amended or superseded) or any other applicable laws (including but not limited to relevant data, ePrivacy or online marketing rules and legislation);
- Transmit or send any communications containing material, in any format, which may be regarded as defamatory, obscene, offensive, hateful or inflammatory;
- Promote sexually explicit material or violence;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Infringe any copyright, database right, trade mark, confidentiality or any IPRs of any person;
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- Advocate, promote, incite or assist in any unlawful, fraudulent or any illegal activity;
- Threaten, abuse or invade the privacy of any person, or cause annoyance, inconvenience or needless anxiety to any person;
- Knowingly introduce, transmit, send or upload any material or data containing viruses, trojan horses, worms, time-bombs, logic-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code or material which is malicious or technologically harmful or designed to adversely affect the operation of any computer software or hardware used to administer the Services;
- Reproduce, duplicate, copy or re-sell any part, extract or information contained in the database;
- Access, or cause any other person to access, without authority, interfere with, damage or disrupt the:
- information contained in the database;
- any equipment or network on which the database is stored; or
- any software used in the provision of the database;
- Give the impression that any communication emanates from the Company (or any of its affiliates); or
- Use the data contained in the database in any way which contravenes the provisions of the Data Protection Act 1998.
- A breach of any of the provisions in clause 4.1.2 above (the “Usage Standards”) will be considered a material breach of the terms of this Agreement.
- The Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Client’s breach of the Usage Standards.
- As part of the Service, the Client shall retain ownership of notes and/or comments inputted by the Permitted User to the database during the Term of the Agreement.
- The Company shall use reasonable endeavours to maintain, but shall accept no liability for the accuracy of the information contained in the database. The Client fully indemnifies and agrees to hold harmless the Company against any loss, damage, cost or expense (including, without limitation, reasonable professional fees and expenses) arising directly or indirectly out of its reliance on any information contained in the database.
- Subject to clause 3.7 above, the Client shall not download, copy, save, transmit, send, disseminate, reproduce, duplicate, re-sell, amend, modify or publish any information contained in, extract of or any portion of the database, unless such action constitutes bona fide access to or use of the Service by the Client as described in clause 3.7 above.
- Where applicable, as part of the Services, the provision of the Dods People and Civil Service People Services by the Company is subject to the following terms:
- Dods Monitoring Services
- The Company reserves the right, acting in its sole and reasonable discretion, to record the time it spends on any research agreed with the Client from time to time, in addition to research provided as part of the Service, and to charge an additional fee for any additional use of any research services by the Client.
- Unless otherwise specified in the Order Form, the following items are not included in the scope of the Monitoring Services to be provided to the Client in terms of this Agreement and the Company reserves the right to charge an additional fee for any such item:
- Any publications bought in by the Company for the specific purpose of servicing the Client’s account (such as legislation, white/green papers, marshalled lists of amendments, select committee reports);
- Any items ordered by the Company expressly on the Client’s behalf and passed on to the Client by the Company;
- Any request by the Client for information that is above and beyond the normal terms of the Monitoring Services, including but not limited to requests for committee attendance (in the case of Dods Monitoring Services only), personal profiles, obtaining non parliamentary or Stationery Office publications or any other general research.
- Fee, Payments and Tax
- In consideration of the Company carrying out its obligations under this Agreement, the Fee shall be payable by the Client within 14 days of receipt of a valid invoice, to be issued annually in advance.
- The Company may, at any time after the first anniversary of the Commencement Date and on each anniversary thereafter, increase the Fee, provided that the increase shall not exceed a percentage equal to the percentage increase in the Retail Prices Index as published, on the month (or relevant period) preceding the implementation of the increase, by the relevant national authority for statistics. Such increase shall be no more frequent than once in any 12 month period.
- In addition to clause 6.2 above, the Company may increase the Fee or impose additional charges, in line with company requirements, after the provision of a 30 day written notice period to the Client.
- In the event that an increased Fee is implemented in accordance with clause 6.3, the Client shall be entitled to apply for the cancellation of the agreement before implementation of the increased Fee. In the event that no cancellation of the Service is requested by the Client within the 30 day notice period, the increased Fee shall be implemented by the Company and any subsequent termination of the Agreement shall take place in accordance with clause 11.
- The Fee, and any additional charges, if applicable, will be stated exclusive of VAT, which shall be added at the prevailing rate as applicable and is payable by the Client.
- The Client shall pay the Fee without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Company to the Client.
- If the Client disputes any invoice or other request for payment, the Client shall immediately notify the Company in writing. The Parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Company shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the Parties have not resolved the dispute within 20 (twenty) Working Days of the Client giving notice to the Company, the dispute shall be resolved in accordance with clause 9 of this Agreement. Where only part of an invoice is disputed, the undisputed amount shall be paid by the Client within the payment term indicated in clause 6.1 above.
- All payments payable to the respective Parties under this Agreement shall become due immediately on its termination. This clause 6.8 is without prejudice to any right to claim for interest under the law or under this Agreement.
- If the Client fails to pay any sum when due, the Company shall be entitled to charge interest on the amount due at the rate of 8% per annum above the then prevailing Bank of England base and/or suspend operation of any part of the Services until payment is received in full.
- Intellectual property rights
- All Intellectual Property Rights shall remain the exclusive property of the Party owning them (or, where applicable, the third party from whom its right to use the IPRs has derived).
- All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Company.
- The Company grants to the Client a worldwide, non-exclusive, royalty-free licence during the term of the Agreement only to copy and make use of its Intellectual Property Rights for the purpose of receiving and using the Services.
- Upon termination or expiration of this Agreement, however caused, the Client’s rights of access and use of the Services will cease and it must immediately return, delete or destroy all IP Materials supplied to it by the Company during the provision of the Services and must certify, on request by the Company, that it has complied with this clause 7.4.
- This clause 7 shall survive the termination of this Agreement.
- The Parties acknowledge and understand that information acquired during the course of this Agreement in relation to the Services, the Parties or their affiliates should at all times be treated as confidential.
- The Parties shall treat all Confidential Information as strictly confidential, shall not make use of any Confidential Information for a purpose other than for performance of their respective obligations under this Agreement and will not disclose Confidential Information to any third party or other persons (other than to its agent or any other third party advisor as may be reasonably necessary for the purposes of this Agreement). The Parties may disclose Confidential Information if and to the extent that such disclosure is required by law or such information becomes part of the public domain other than by reason of a breach of this clause by the disclosing party.
- This clause 8 shall survive the termination of this Agreement.
- Dispute Resolution
- The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement or the Order Form.
- If the dispute cannot be resolved by the Parties pursuant to clause 9.1 the dispute may, by agreement between the Parties, be referred to mediation.
- The performance of the obligations imposed by this Agreement by the Parties will not cease or be delayed by the reference of a dispute to mediation pursuant to clause 9.2 above.
- Data Protection
- Each party shall comply with its respective obligations under the provisions of the Data Protection Act 1998 (and shall comply with the provisions of the General Data Protection Regulation when it is given force under UK law).
- Term and Termination
- This Agreement shall commence on the Commencement Date and will remain in force for the Initial Term. Unless otherwise stated in an Order Form, the Initial Term is one year from the Commencement Date. This contract will automatically renew for additional one year periods, unless one party gives the other not less than ninety (90) days prior written notice to expire at the end of the Initial Term or thereafter to expire on any anniversary of the end of the Initial Term.
- Without prejudice to its other rights and remedies either Party may, by written notice to the other (the 'Breaching Party'), terminate this Agreement, with immediate effect, upon or at any time following the occurrence of one or more of the following events:
- the Breaching Party is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy, or the Breaching Party has failed to remedy that breach within ten (10) Business Days after receiving written notice requiring it to remedy that breach; or
- is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
- The Company may terminate this Agreement (or at its discretion temporarily suspend the Client’s access to the Services) if the Client breaches the provisions included in clause 3.7 or the Services User terms contained in clause 4.
- Notwithstanding the termination of this Agreement, the Client shall remain liable to pay to the Company all sums accrued due on or prior to the date of termination.
- Within 60 days of termination of this Agreement, howsoever occurring, the Client must return to the Company (or destroy if the Company so chooses) all documents belonging to the Company together with all copies thereof and will certify in writing to the Company that all actions required under this clause have been duly carried out.
- Termination of this Agreement howsoever arising will be without prejudice to the rights and duties of the Parties arising in any way out of this Agreement prior to termination and, without limitation, all of the clauses in this Agreement which, expressly or implied, have effect after termination, will continue to be enforceable notwithstanding such termination.
- Limitation of liability
- Nothing in this Agreement shall limit or exclude the liability of either Party for:
- death or personal injury resulting from negligence; or
- fraud or fraudulent misrepresentation.
- Without prejudice to clause 12.1 above, the Company's total liability to the Client arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the sum of the Fee, payable by the Client the 12 months preceding the event giving rise to such liability.
- Subject to clause 12.2, the Company shall under no circumstances be liable to the Client, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
- loss of profit; or
- loss of goodwill; or
- loss of business; or
- loss of business opportunity; or
- loss of anticipated savings; or
- loss or corruption of data or information; or
- special, indirect or consequential damage or loss suffered by the other party that arises under or in connection with this Agreement.
- The provisions of this clause 12 will not limit the Company’s right to recover for:
- additional operational, administrative costs and/or expenses resulting from the direct default or delay of the Client; and/or
- wasted expenditure or charges rendered unnecessary and incurred by the Company arising from a default or delay by the Client.
- Nothing in this Agreement shall limit or exclude the liability of either Party for:
- Entire Agreement
- This Agreement constitutes the entire agreement between the Parties, and supersedes any previous agreement, arrangement or understanding (whether oral or written) between the parties relating to its subject matter. The express terms of this Agreement are in lieu of all warranties, terms, conditions, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing other otherwise, all of which are hereby excluded to the fullest extent permitted by law.
- The parties acknowledge that in entering into this Agreement, neither party has relied on, and shall have no remedy in respect of, any statement, representation, warranty or other provision (whether oral, written, express or implied and whether negligently or innocently made) of any person (whether a party to this Agreement or not) which is not expressly set out in this Agreement (other than any fraudulent or dishonest statement, act or omission).
- In the event of and only to the extent of any conflict or ambiguity within or between the provisions of this Agreement and any other referenced documents, the terms and conditions of this Agreement shall take precedence over any other referenced documents;
- This Agreement supersedes any prior or subsequent reference to any terms or conditions appearing on the Client’s (or any persons) purchase order or any related documentation.
- General Terms
- Any person, entity or party who is not a Party to these terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement. This term does not affect a right or remedy of a third party which exists or is available apart from that Act.
- The Parties agree that time shall not be of the essence in relation to this Agreement.
- No amendments or variation to any terms or conditions in this Agreement shall be effective unless any such amendment or variation is in writing and signed by an authorised signatory of both Parties.
- The Company reserves its rights to vary or amend non-material terms and conditions of this Agreement for the purposes of its business administration, the provision of its services or any other reason which, in its reasonable opinion, necessitates such variation or amendment.
- A failure to exercise or delay in exercising any right, remedy or power provided under this Agreement or by law does not constitute a waiver of the right, remedy or power or a waiver of any other right, remedy or power. No single or partial exercise of any right, remedy or power prevents any further exercise of it or the exercise of any other right, remedy or power.
- If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect the legality, validity and enforceability of the remaining provisions shall be unaffected.
- Force Majeure
- Neither Party shall be responsible for any delay or failure to perform its obligations under this Agreement or for any loss or damage caused as a result of such delay or failure if such delay or failure is due to Force Majeure.
- In the event of any such delay or failure as aforesaid the affected Party shall as soon as is reasonably practicable (and in any event, if possible, within 5 (five) Working Days from the time of the affected Party’s delay or failure to perform its obligations) send notice in writing of the same and the reasons for it to the other Party and the affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure.
- The performance by the Company of the Services shall be deemed suspended so long as and to the extent that any such Force Majeure continues. Should the period of suspension contemplated in this clause 18.3 exceed a period of 30 days, the Term shall be extended for a period equal to the time during which the performance of the Services were suspended.
- Either Party may, by written notice to the other, terminate this Agreement, or require the partial termination of any part of the Services on the occurrence in relation to that part, if a Force Majeure event endures for a continuous period of more than 60 (sixty) days.
- No Partnership
- The Company is an independent service provider with respect to the Client, and nothing in this Agreement constitutes the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or allows either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. Nothing herein contained or to be done under this Agreement shall be deemed to constitute a partnership between the Company and the Client or the relationship of employer and employee and neither of them shall do or permit anything to be done whereby it shall or may be represented that it is the partner of the other.
- Notices to be given by one Party to the other under this Agreement must be in writing and sent by first class mail or by email or delivered personally to the address given in this Agreement (or otherwise notified during the term of this Agreement). Notices will be deemed to have been received on the same day if delivered personally or by fax (provided faxes are followed by a hard copy sent by first class post), or the second following Working Day if sent by post.
- Governing Law and Jurisdiction
- This Agreement 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.
- 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).