BY CLICKING ON THE “ACCEPT” BUTTON ON THE WEBSITE YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.
The following definitions and rules of interpretation apply in these Conditions.
Bespoke Services: bespoke training and education services supplied by EBII, which are designed and prepared for the Customer, including the Deliverables, to be delivered online and/or in-house to a delegate or group of delegates, as set out in the Specification.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Training Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
Contract: the contract between EBII and the Customer for the supply of Training Services in accordance with these Conditions.
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: the person or firm who purchases Training Services from EBII.
Customer Default: has the meaning set out in clause 4.2.
Deliverables: the deliverables including training materials set out in the Order produced by EBII for the Customer.
EBII: EBII GROUP LIMITED (company number 11739216) a company registered in England and Wales with its registered office at Buxton Court, 3 West Way, Oxford, England, OX2 0JB.
EBII Materials: has the meaning set out in clause 4.1.7.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the Training Services as submitted online or otherwise in writing to EBII.
Specification: the description or specification of the Training Services provided in writing by EBII to the Customer, on EBII’s website or otherwise.
Training Services: the training and education services (including Bespoke Services, 1-to-1 training, workshops, seminars, on-demand training, online training and/or face-to-face training), including the Deliverables, supplied by EBII to the Customer as set out in the Specification.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email.
- Basis of contract
- The Order constitutes an offer by the Customer to purchase the Training Services in accordance with these Conditions.
- The Order shall only be deemed to be accepted when EBII issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- Any samples, drawings, descriptive matter or advertising issued by EBII, and any descriptions or illustrations which are contained in EBII’s catalogues, brochures or on its website, are issued or published for the sole purpose of giving an approximate idea of the training event and/or the Training Services including the content and objectives described in them. They shall not form part of the Contract or have any contractual force.
- 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.
- Any quotation given by EBII shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue.
- Supply of Training Services
- EBII shall supply the Training Services to the Customer in accordance with the Specification in all material respects.
- EBII shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Training Services.
- EBII reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training Services (including EBII reserving the right to substitute or change trainers, speakers and/or consultants, or changing the venue (within the same city) in its discretion), and EBII shall notify the Customer in any such event.
- EBII warrants to the Customer that the Training Services will be provided using reasonable care and skill.
- Customer’s obligations
- The Customer shall:
- ensure that the terms of the Order and any information it provides in relation to the Specification are complete and accurate;
- co-operate with EBII in all matters relating to the Training Services;
- provide EBII, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by EBII (if applicable);
- provide EBII with such information and materials as EBII may reasonably require in order to supply the Training Services, and ensure that such information is complete and accurate in all material respects;
- prepare the Customer’s premises for the supply of the Training Services (if applicable);
- obtain and maintain all necessary licences, permissions and consents which may be required for the Training Services before the date on which the Training Services are to start;
- comply with all applicable laws, including health and safety laws;
- comply with all reasonable standard of safety and comply with any health and safety procedures from time to time in force at the venue where the Training Services are provided;
- keep all materials, equipment, documents and other property of EBII (EBII Materials) in safe custody at its own risk, maintain EBII’s Materials in good condition until returned to EBII, and not dispose of or use EBII’s Materials other than in accordance with EBII’s written instructions or authorisation; and
- comply with any additional obligations as set out in the Specification.
- If EBII’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):
- without limiting or affecting any other right or remedy available to it, EBII shall have the right to suspend performance of the Training 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 EBII’s performance of any of its obligations;
- EBII shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from EBII’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
- the Customer shall reimburse EBII on written demand for any costs or losses sustained or incurred by EBII arising directly or indirectly from the Customer Default.
- The Customer shall:
- Charges and payment
- The Charges for the Training Services shall be set out in the Specification.
- Where the Training Services are Bespoke Services, there will be no change to the Charges payable and no refunds will be due to the Customer in the event that any of the delegates registered for the Bespoke Services can no longer attend the training. Delegates may, however, be substituted by the Customer at any time at no additional cost.
- The Customer may request in writing for additional delegates to be added to the Bespoke Services, but any such requests shall be subject to EBII’s written consent and may be subject to additional Charges.
- EBII shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom EBII engages in connection with the Training Services including travelling expenses, venue hire, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by EBII for the performance of the Training Services, and for the cost of any materials.
- Unless otherwise agreed between the parties in writing, payment for the Training Services is in advance of the delivery date as set out in the Specification.
- EBII may, from time to time, require payment of a non-refundable application fee, payable on submission of the Customer’s Order, or as otherwise specified by EBII in writing or as detailed on its website, as a condition of the Customer’s Order (as made in accordance with clause 2.1) being considered by EBII.
- A non-refundable deposit for the Training Services of 10% is required to be paid by the Customer upon EBII’s Order acceptance (as set out in clause 2.2), within 14 days’ after the Commencement Date, to EBII.
- The remaining Charges shall be paid by the Customer to EBII 14 days before the Training Services delivery date as specified in the Specification. Time for payment shall be of the essence of the Contract.
- Payment for the Training Services shall be made by the Customer in sterling either:
- by using a debit card or credit card. Online payments are processed through the third-party provider Stripe. The following cards are accepted: Visa, Mastercard, American Express and Discover; or
- by bank transfer to the credit of a bank account to be designated in writing by us, details of which will be included on the electronic invoice.
- 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 EBII to the Customer, the Customer shall, on receipt of a valid VAT invoice from EBII, pay to EBII such additional amounts in respect of VAT as are chargeable on the supply of the Training Services at the same time as payment is due for the supply of the Training Services.
- If the Customer fails to make a payment due to EBII under the Contract by the due date, then, without limiting EBII’s remedies under clause 10, 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 5.11 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- 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).
- Cancellation, transfer or postponement
- In the event the Customer wishes to cancel the Contract for Training Services, the Customer shall provide EBII with written notice (Cancellation Notice). Where EBII receives a Cancellation Notice from the Customer, the following refund policy shall apply:
- cancellation within [[INSERT] days OR weeks] prior to the Training Services the Customer shall be entitled to [INSERT] refund of the Charges;
- If the Customer does not attend the Training Services on the delivery date, as set out in the Specification, for any reason, the Customer shall not be entitled to a refund of any or any part of the Charges.
- EBII reserves the right to cancel, transfer or postpone (in whole or in part) any of the Contract and the Training Services, in its absolute discretion, at any time and for any reason including due to circumstances beyond its reasonable control as set out in clause 12.1 or if the trainer is ill or if there are insufficient delegate numbers which would affect the quality of the Training Services or render the Training Services unviable for EBII to continue to run them.
- EBII will, if it exercises its right to cancel, transfer or postpone any or any part of the Contract and Training Services prior to the delivery date as set out in the Specification, offer the Customer an alternative date for it to provide any or any part of the Contract and Training Services (if available) or EBII shall refund the Customer for the Charges.
- EBII shall not be liable to the Customer for any travel, accommodation or other costs or expenses incurred by the Customer as a result of or in connection with any cancellation, transfer or postponement of any or any part of the Contract and Training Services by EBII.
- For Bespoke Services, if the Customer wishes to transfer or postpone the Bespoke Services it may submit a written request to EBII to change the delivery date specified in the Specification no later than [INSERT] days before the original delivery date, and any such change to the delivery date shall be subject always to the EBII’s written consent.
- In the event the Customer wishes to cancel the Contract for Training Services, the Customer shall provide EBII with written notice (Cancellation Notice). Where EBII receives a Cancellation Notice from the Customer, the following refund policy shall apply:
- Intellectual property rights
- All Intellectual Property Rights in or arising out of or in connection with the Training Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by EBII or its third-party licensees.
- EBII grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Training Services and the Deliverables in its business.
- The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2 to any person or other entity.
- The Customer grants EBII a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to EBII for the term of the Contract for the purpose of providing the Training Services to the Customer.
- Data protection
- The following definitions shall apply in this clause 8:
Agreed Purposes: for the supply of Training Services as set out in the Contract.
Data Discloser: a party that discloses Shared Personal Data to the other party.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the GPDR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Data Protection Legislation: the UK Data Protection Legislation, any other European Union legislation and any equivalent legislation in any other jurisdiction from time to time 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).
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Permitted Recipients: the parties to the Contract, the employees of each party, any third parties engaged to perform obligations in connection with the Contract.
Shared Personal Data: the personal data to be shared between the parties under clause 8.2 of the Contract. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: (a) contact details of the Customer and delegates taking part in the Training Services (including name, address, email address and telephone number); (b) Customer payment details; and (c) any other personal data supplied by the Customer to EBII in the Order.
UK GDPR: the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.
- This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this section as the Data Discloser) will disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
- Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within twenty-one (21) days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect.
- Each party shall:
- ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
- give full information to any data subject whose personal data may be processed under the Contract of the nature such processing. This includes giving notice that, on the termination of the Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
- process the Shared Personal Data only for the Agreed Purposes;
- not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
- ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by the Contract;
- ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
- not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
- complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
- ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
- Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
- consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
- promptly inform the other party about the receipt of any data subject access request;
- provide the other party with reasonable assistance in complying with any data subject access request;
- not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
- assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
- notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
- at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Contract unless required by law to store the personal data;
- use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 8.5.
- Each party shall indemnify the other 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 reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 9.
- Limitation of liability
- References to liability in this clause 8.1 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
- Nothing in this clause 8.1 shall limit the Customer’s payment obligations under the Contract.
- Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 9.2 and clause 9.4, EBII’s total liability to the Customer for all loss or damage shall not exceed [the Charges paid or payable by the Customer under the Contract in the year preceding the claim OR £[AMOUNT]].
- Subject clause 9.2, clause 9.3, clause 9.4, this clause 9.6 sets out the types of loss that are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.
- EBII has given commitments as to compliance of the Training Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- Unless the Customer notifies EBII that it intends to make a claim in respect of an event within the notice period, EBII 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 twelve (12) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- This clause 8.1 shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, EBII may terminate the Contract by giving the Customer not less than [seven (7) days’] written notice.
- 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:
- 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 twenty-one (21) days of that party being notified in writing to do so;
- 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- 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
- 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.
- Without affecting any other right or remedy available to it, EBII may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer fails to pay any amount due under the Contract on the due date for payment; or
- there is a change of control of the Customer.
- Without affecting any other right or remedy available to it, EBII may suspend the supply of Training Services under the Contract or any other contract between the Customer and EBII if:
- the Customer fails to pay any amount due under the Contract on the due date for payment;
- the Customer becomes subject to any of the events listed in clause 10.2.3 or clause 10.2.4, or EBII reasonably believes that the Customer is about to become subject to any of them; and
- EBII reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.2.2.
- Consequences of termination
- On termination or expiry of the Contract:
- the Customer shall immediately pay to EBII all of EBII’s outstanding unpaid invoices and interest and, in respect of Training Services supplied but for which no invoice has been submitted, EBII shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- the Customer shall return all of EBII’s Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then EBII may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- 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.
- 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.
- On termination or expiry of the Contract:
- Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Assignment and other dealings.
- EBII 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.
- 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.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3.2.
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- 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.
- 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.
- Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order or Specification or as otherwise notified to the parties from time to time.
- Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 22.214.171.124, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Governing law and jurisdiction. 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 each party irrevocably agrees that the courts of England 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.