Agreed terms
1. Interpretation
1.1 Definitions:
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 Services by the Supplier, as set out in the preceding page;
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.
Customer: Refers to you, our client who has sought to engage We Do Wellness Ltd to supply our services
Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
Deliverables: all documents, products and materials developed by the Supplier or its personnel as part of or in relation to the Services in any form, including without limitation the Key Deliverables set out in the Contract Details.
Intellectual Property Rights: patents, copyright and related rights, trade marks business names and domain names, goodwill, rights in designs, confidential information (including know-how and all other intellectual property rights), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Participants: Any person or persons associated with the Customer that engages with services provided by We Do Wellness Ltd
Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Schedule 1.
Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
Supplier: We Do Wellness Ltd trading under We Do Wellness
Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
(b) 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.
(c) A reference to writing or written includes email.
2. Commencement and term
The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in with its terms, until either party gives to the other not less than one months' written notice to terminate.
3. Supply of services
3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
(c) comply with all applicable laws, statutes and regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
(d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer's premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
(e) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
(c) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer's premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
(d) ensure that all personal data supplied to the Supplier is in compliance with relevant laws, statutes and regulations (including but not limited to the General Data Protection Regulation 2016/679).
4.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
5. Intellectual property
5.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6. Charges and payment
6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6.
6.2 For regular bookings such as weekly classes the Customer shall pay in full prior to the first class of the month.
6.3 The Supplier requires a 20% deposit at the time of booking for any bookings with a value of £500 or over.
6.4 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.5 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer from time to time. Each invoice shall include all reasonable supporting information required by the Customer.
6.6 The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.
6.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 8 (Termination):
(a) 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 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%; and
(b) the Supplier may suspend all Services until payment has been made in full.
6.8 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.9 If the provision of Services under the Contract is cancelled by the Customer orally or in writing less than 48 hours prior to the scheduled time then the Customer shall be responsible for paying the Supplier the Charges due under this clause 6 in full.
7. Cancellations
7.1 Services cancelled within 72 hours of the scheduled delivery time shall be charged at 100% of the agreed amount.
7.2 Services cancelled 3-7 business days before the scheduled delivery time shall be charged at 50% of the agreed amount.
7.3 Services cancelled more than 7 business days before the scheduled delivery time will not be charged and any deposit paid will be credited back to the Customer.
7.4 The Supplier cannot be held responsible for a particular service becoming unavailable. If an instructor or service becomes unavailable the Supplier will issue a credit note to the Customer’s account.
7.5 The Supplier cannot be held liable for any costs of damages incurred as a result of cancellation
8. Non-Solicitation
8.1 The Customer agrees not to canvass or solicit the custom of any of the Suppliers's personnel directly. Any failure to do so will result in the termination of the Suppliers contract, the Personnel's contract and may result in a loss of earnings claim.
8.2 . Following the termination of contracts the Customer agrees not to work with the Supplier's former personnel for a period of 12 months after the date of their last booked session
9. Exercise and Nutrition
9.1 All participants are urged to obtain a physical examination from a doctor before participating in any exercise activity arranged by the Supplier. Participants agree that they are voluntarily participating in activities arranged by The Supplier and assume all risks of injury, illness or death.
9.2 Participants agree to assume all risk for any diet, exercise and lifestyle changes as a result of The Suppliers services, including, but not limited to the use of supplements.
9.3 The Customer agrees to inform The Supplier of any food intolerances and allergies prior to any practical nutrition workshops.
9.4 The Supplier reserves the right to refuse access to any Participants if it in any way doubts the health of the Participant and their ability to safely take part in the service.
10. Limitation of liability
10.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.4 The Supplier's total liability to the Customer shall not exceed an amount equal to three times the fees paid to the Supplier during the duration of the Contract.
11. Termination
11.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it 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 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 business days after being notified.
11.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.3 On termination of the Contract for whatever reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
12. General
12.1 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.
12.2 Assignment and other dealings.
The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent. The Supplier may at any time assign, transfer, charge or subcontract in any other manner with any or all of its rights under the Contract.
12.3 Confidentiality.
(a) Save as below, each party undertakes that it shall not at any time or at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.4 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.
12.5 Variation.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 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.
12.7 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
Any notice given to a party under or in connection with the Contract shall be in writing.
12.9 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.
12.10 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
12.11 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
1. Interpretation
1.1 Definitions:
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 Services by the Supplier, as set out in the preceding page;
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.
Customer: Refers to you, our client who has sought to engage We Do Wellness Ltd to supply our services
Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
Deliverables: all documents, products and materials developed by the Supplier or its personnel as part of or in relation to the Services in any form, including without limitation the Key Deliverables set out in the Contract Details.
Intellectual Property Rights: patents, copyright and related rights, trade marks business names and domain names, goodwill, rights in designs, confidential information (including know-how and all other intellectual property rights), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Participants: Any person or persons associated with the Customer that engages with services provided by We Do Wellness Ltd
Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Schedule 1.
Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
Supplier: We Do Wellness Ltd trading under We Do Wellness
Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
(b) 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.
(c) A reference to writing or written includes email.
2. Commencement and term
The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in with its terms, until either party gives to the other not less than one months' written notice to terminate.
3. Supply of services
3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
(c) comply with all applicable laws, statutes and regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
(d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer's premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
(e) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
(c) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer's premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
(d) ensure that all personal data supplied to the Supplier is in compliance with relevant laws, statutes and regulations (including but not limited to the General Data Protection Regulation 2016/679).
4.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
5. Intellectual property
5.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6. Charges and payment
6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6.
6.2 For regular bookings such as weekly classes the Customer shall pay in full prior to the first class of the month.
6.3 The Supplier requires a 20% deposit at the time of booking for any bookings with a value of £500 or over.
6.4 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.5 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer from time to time. Each invoice shall include all reasonable supporting information required by the Customer.
6.6 The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.
6.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 8 (Termination):
(a) 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 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%; and
(b) the Supplier may suspend all Services until payment has been made in full.
6.8 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.9 If the provision of Services under the Contract is cancelled by the Customer orally or in writing less than 48 hours prior to the scheduled time then the Customer shall be responsible for paying the Supplier the Charges due under this clause 6 in full.
7. Cancellations
7.1 Services cancelled within 72 hours of the scheduled delivery time shall be charged at 100% of the agreed amount.
7.2 Services cancelled 3-7 business days before the scheduled delivery time shall be charged at 50% of the agreed amount.
7.3 Services cancelled more than 7 business days before the scheduled delivery time will not be charged and any deposit paid will be credited back to the Customer.
7.4 The Supplier cannot be held responsible for a particular service becoming unavailable. If an instructor or service becomes unavailable the Supplier will issue a credit note to the Customer’s account.
7.5 The Supplier cannot be held liable for any costs of damages incurred as a result of cancellation
8. Non-Solicitation
8.1 The Customer agrees not to canvass or solicit the custom of any of the Suppliers's personnel directly. Any failure to do so will result in the termination of the Suppliers contract, the Personnel's contract and may result in a loss of earnings claim.
8.2 . Following the termination of contracts the Customer agrees not to work with the Supplier's former personnel for a period of 12 months after the date of their last booked session
9. Exercise and Nutrition
9.1 All participants are urged to obtain a physical examination from a doctor before participating in any exercise activity arranged by the Supplier. Participants agree that they are voluntarily participating in activities arranged by The Supplier and assume all risks of injury, illness or death.
9.2 Participants agree to assume all risk for any diet, exercise and lifestyle changes as a result of The Suppliers services, including, but not limited to the use of supplements.
9.3 The Customer agrees to inform The Supplier of any food intolerances and allergies prior to any practical nutrition workshops.
9.4 The Supplier reserves the right to refuse access to any Participants if it in any way doubts the health of the Participant and their ability to safely take part in the service.
10. Limitation of liability
10.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.4 The Supplier's total liability to the Customer shall not exceed an amount equal to three times the fees paid to the Supplier during the duration of the Contract.
11. Termination
11.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it 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 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 business days after being notified.
11.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.3 On termination of the Contract for whatever reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
12. General
12.1 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.
12.2 Assignment and other dealings.
The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent. The Supplier may at any time assign, transfer, charge or subcontract in any other manner with any or all of its rights under the Contract.
12.3 Confidentiality.
(a) Save as below, each party undertakes that it shall not at any time or at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.4 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.
12.5 Variation.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 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.
12.7 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
Any notice given to a party under or in connection with the Contract shall be in writing.
12.9 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.
12.10 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
12.11 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.