1.1 Definitions. In these Conditions, the following definitions apply:
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
- Commencement Date: means the date set out in the SOW or where no such date is set out the date on which the Customer signs the SOW.
- Conditions:these terms and conditions as amended from time to time in accordance with clause 14.7.
- Customer Content: any materials, information or data provided to Infinity Nation by the Customer, including advertising content, and branding (and the Intellectual Property Rights contained therein).
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, 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.
- Services: the services to be supplied by Infinity Nation to the Customer as set out in the SOW.
- SOW: Infinity Nation’s statement of work which amongst other things includes a description of the Services to be provided by Infinity Nation to the Customer.
- Infinity Nation Materials: has the meaning set out in clause 4.1(f).
1.2 Construction. In these Conditions, the following rules apply:
- (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- (b) a reference to a party includes its personal representatives, successors or permitted assigns;
- (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- (e) a reference to writing or written includes faxes and e-mails.
- (f) For the avoidance of doubt, if there is any inconsistency between Conditions and the SOW, these Conditions shall prevail.
2. Basis of contract
- 2.1 These terms and conditions together with each SOW (individually a “Contract”) will form a binding agreement between Infinity Nation and Customer to provide the services set out in the SOW, and these terms and conditions shall also apply to any other contract or arrangement between the Infinity Nation and the Customer.
- 2.2 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Infinity Nation which is not set out in the Contract.
- 2.3 Any samples, drawings, descriptive matter or advertising issued by Infinity Nation, and any descriptions or illustrations contained in Infinity Nation's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- 2.4 These terms and conditions are to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.5 Any quotation set out in the SOW is only valid for a period of 20 Business Days from its date of issue.
- 2.6 The Customer hereby warrants, represents and undertakes to Infinity Nation that it has and will have for the duration of the Contract full authority and all necessary rights (i) to enter into the Contract, and (ii) to perform the relevant obligations as set out in the Contract.
3. Supply of Services
- 3.1 Infinity Nation shall supply the Services to the Customer in accordance with the SOW in all material respects.
- 3.2 Infinity Nation shall use all reasonable endeavours to meet any performance dates specified in the SOW but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 3.3 Infinity Nation shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or in accordance with evolving best practice relating to Search Engine Optimization, Pay Per Click or Paid Search Marketing or which do not materially affect the nature or quality of the Services, and Infinity Nation shall notify the Customer in any such event.
- 3.4 Infinity Nation reserves the right to not implement or use any Customer Content that does not comply with the requirements set out in clause 4.
- 3.5 Infinity Nation warrants to the Customer that the Services will be provided using reasonable care and skill.
- 3.6 For the avoidance of doubt any Key Performance Indicators set out in the SOW are provided by way of guidance for intended results but are not binding performance standards, and shall have no bearing on the successful provision of the Services by Infinity Nation to the Customer.
4. Customer’s Obligations:
4.1 The Customer shall:
- (a) co-operate with Infinity Nation in all matters relating to the Services;
- (b) comply with its obligations set out in the “Your Responsibilities” section of the SOW;
- (c) provide Infinity Nation, its employees, agents, consultants and subcontractors, with access to (and the right to manipulate in regards to items (i) – (vi) below) the Customer's premises, office accommodation and other facilities as reasonably required by Infinity Nation including but not limited to:
- (i) Google Webmaster Tools;
- (ii) Bing Webmaster Tools;
- (iii) Google Merchant Centre;
- (iv) administration level to the analytics package;
- (v) administration level to all existing Google Adwords accounts; and
- (vi) administration level to all existing Bing Adcenter accounts.
- (d) provide Infinity Nation with such Customer Content as Infinity Nation may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- (e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
- (f) keep and maintain all materials, equipment, documents and other property of Infinity Nation (Infinity Nation Materials) at the Customer's premises in safe custody at its own risk, maintain Infinity Nation Materials in good condition until returned to Infinity Nation, and not dispose of or use Infinity Nation Materials other than in accordance with Infinity Nation's written instructions or authorisation;
- (g) ensure that there are sufficient funds available at all times for continuous running of the pay per click campaign;
- (h) implement all necessary recommendations required by Infinity Nation and the most up to date versions of Google Adwords and Google Analytics; and
- (i) indemnify Infinity Nation from any liability arising under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) with respect to any transfer of an employee from the Customer or previous supplier to Infinity Nation under TUPE.
4.2 The Customer shall ensure that any Customer Content or instructions provided to Infinity Nation, shall:
- (a) comply with all applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies including but not limited to the the UK Code of non-broadcast Advertising, Sales Promotion and Direct Marketing (“CAP Code”);
- (b) not infringe the Intellectual Property Rights, confidentiality, or proprietary rights of any third party; and
- (c) not be defamatory, libelous, obscene or otherwise offensive.
4.3 The Customer shall indemnify Infinity Nation 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 Infinity Nation arising out of or in connection with any third-party claims or any action, adjudication or decision taken against Infinity Nation by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by the Customer of clause 4.2.
4.4 The indemnity in clause 4.3 shall not extend to any losses if the same are caused by:
- (a) any breach of this agreement by Infinity Nation; or
- (b) the negligence or fraud of any of Infinity Nation.
4.5 If Infinity Nation's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer (which shall include for this purpose any third party appointed by or for the Customer including third party agencies) or failure by the Customer to perform any relevant obligation (Customer Default):
- (a) Infinity Nation shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer or its third party (including any third party applied by or for the Customer) remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Infinity Nation's performance of any of its obligations;
- (b) Infinity Nation shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Infinity Nation's failure or delay to perform any of its obligations as set out in this clause 4.6; and
- (c) the Customer shall reimburse Infinity Nation on written demand for any costs or losses sustained or incurred by Infinity Nation arising directly or indirectly from the Customer Default.
4.6 The Customer will indemnify, keep indemnified on demand, and hold harmless Infinity Nation from any losses, costs, expenses, damages, claims, demands, actions, and proceedings, fines, penalties, awards, expenses (including all legal expenses and interest) which Infinity Nation suffers or incurs as a result of the Transfer of Undertakings (Protection of Employment) Regulations.
4.7 The Customer will not during the Term or for a period of 12 months after Termination, employ or engage, or solicit for employment or engagement or otherwise facilitate the employment or engagement of any of Infinity Nation’s employees or contractors.
5. Charges and payment:
- 5.1 The Charges are those Charges as set out in the Agreed Services and Charges section of the SOW.
- 5.2 Infinity Nation shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Infinity Nation engages in connection with the Services including, but not limited to, travelling expenses and any associated expenses, and for the cost of services provided by third parties and required by Infinity Nation for the performance of the Services (including for the avoidance of doubt costs relating to third parties providing Pay Per Click, Paid Search Marketing or similar services), and for the cost of any materials.
- 5.3 Infinity Nation reserves the right to increase its standard hourly fee rates, provided that such charges cannot be increased more than once in any 12 month period. Infinity Nation will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Infinity Nation in writing within 1 week of the date of Infinity Nation's notice the Contract shall continue on the same terms and same hourly fee rates without increase until the termination of the Contract
- 5.4 Infinity Nation shall invoice the Customer monthly in advance on or around the first day of the month or as may otherwise be set out in the SOW.
- 5.5 The Customer shall pay each invoice submitted by Infinity Nation:
- (a) within 30 days of the date of the invoice; and
- (b) in full and in cleared funds to a bank account nominated in writing by Infinity Nation, and time for payment shall be of the essence of the Contract.
- 5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Infinity Nation to the Customer, the Customer shall, on receipt of a valid VAT invoice from Infinity Nation, pay to Infinity Nation such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- 5.7 If the Customer fails to make any payment due to Infinity Nation under the Contract by the due date for payment, then:
- ) the Customer shall pay interest on the overdue amount at the rate of 10% per cent per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
- (b) Infinity Nation shall without limiting its other rights or remedies have the right to suspend performance of the Services until the payment due is made in full; and
- (c) Infinity Nation may charge the Customer for any late surcharges incurred by Infinity Nation from subcontractors; and
- (d) Infinity Nation may charge the Customer for any legal and debt collection fees incurred by Infinity Nation in requesting or collecting such payments.
- 5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Infinity Nation may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Infinity Nation to the Customer.
6. Intellectual property rights
- 6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Infinity Nation until all Services have been paid for in full.
- 6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Infinity Nation obtaining a written licence from the relevant licensor on such terms as will entitle Infinity Nation to license such rights to the Customer.
- 6.3 All Infinity Nation Materials are the exclusive property of Infinity Nation.
- 6.4 Customer hereby grants Infinity Nation a non-exclusive, non-transferable, royalty free licence for the term of the Contract to use the Customer Content in the performance of the Services in accordance with Contract,
- 6.5 Infinity Nation shall have the right to use for any purpose analytics data generated in the provision of Services.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8. Limitation of liability
- 8.1 Nothing in these Conditions shall limit or exclude Infinity Nation's liability for:
- (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- (b) fraud or fraudulent misrepresentation; or
- (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- 8.2 Subject to clause 8.1:
- (a) Infinity Nation shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- (b) Infinity Nation's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid to it by the Customer.
- 8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- 8.4 This clause 8 shall survive termination of the Contract.
9. Data protection and Electronic Communications
- 9.1 If the Customer provides any personal data to Infinity Nation, the Customer shall ensure that that Infinity Nation may lawfully process that personal data on the Customer’s behalf as envisaged under this Agreement. Infinity Nation, may transmit personal data outside of the EEA.
- 9.2 Infinity Nation, shall:
- 9.2.1 take appropriate technical and organisational measures against unauthorised or unlawful processing of any personal data ;
- 9.2.2 process any personal data provided by the Customer only in accordance with the terms of this Agreement and the Customer’s reasonable instructions;
- 9.2.3 on becoming aware, promptly inform the Customer if any personal data provided by the Customer is lost or destroyed or is unlawfully processed by a third party; and
- 9.2.4 notify the Customer within 3 Business Days if it receives a request from a data subject for access to that data subject's personal data.
- 9.3 The Customer warrants represents and undertakes that that the data subjects of any third party contact information have provided their consent to be contacted in accordance with the Privacy and Electronic Communications Regulations and any other applicable law, regulations or codes of practice.
10. Financial Promotions
- 10.1 For the purposes of this clause 10:
- 10.1.1 “authorised person” shall have the meaning set out in as section 31 of the FSMA;
- 10.1.2 “Financial Promotion” means any Customer Content provided by Customer to Infinity Nation that are deemed an invitation or inducement to engage in investment activity (as those terms are from time to time interpreted for the purposes of the FSMA); and
- 10.1.3 “FSMA” means the Financial Services and Markets Act 2000 together with any rules, orders, regulations, guidance, codes of practice and delegated legislation made thereunder from time to time.
- 10.2 The Customer shall be responsible for ensuring that it, and every Financial Promotion, complies with the FSMA and all relevant rules, regulations and guidance issued by the Financial Conduct Authority from time to time (including without limitation the 'Conduct of Business Sourcebook', as amended from time to time)
- 10.3 The Customer warrants in relation to each Financial Promotion that:
- 10.3.1 the Customer is an authorised person and that such Financial Promotion will be seen and approved by the Customer for the purposes of section 21 of the FSMA prior to being communicated to any person; or
- 10.3.2 if the Customer is not required to be an authorised person, that such Financial Promotion will be approved by an authorised person for the purposes of section 21 of the FSMA prior to being communicated to any person; or
- 10.3.3 such Financial Promotion is otherwise permitted by the FSMA; and
- 10.3.4 no liability for Financial Promotions shall attach to Infinity Nation or to any of its subcontractors.
- 11.1 The initial term shall be as set out in the SOW. After the initial term either party may terminate the Contract by giving not less than 60 days’ prior written notice unless the parties agree a Further Fixed Term Period (FFTP) in which case the parties shall only be entitled to terminate the FFTP on not less than 60 days’ prior written notice to expire at the end of that FFTP.
- 11.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
- (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
- c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- (d) a petition is filed, a notice is given, a resolution is passed, or an SOW is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- (e) the other party (being an individual) is the subject of a bankruptcy petition or order;
- (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
- (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
- (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
- (l) the other party's financial position deteriorates to such an extent that in Infinity Nation's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
- (m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
- 11.3 Without limiting its other rights or remedies, Infinity Nation may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
- 11.4 Without limiting its other rights or remedies, Infinity Nation may suspend provision of the Services under the Contract or any other contract between the Customer and Infinity Nation if the Customer becomes subject to any of the events listed in clause 11.2(b)) to clause 11.2(m), or Infinity Nation reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12. Consequences of termination
- 12.1 On termination of the Contract for any reason:
- (a) the Customer shall immediately pay to Infinity Nation all of Infinity Nation's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Infinity Nation shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- b) the Customer shall return all of Infinity Nation Materials which have not been fully paid for. If the Customer fails to do so, then Infinity Nation 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 this Contract;
- (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and
- (d) clauses which expressly or by implication survive termination shall continue in full force and effect.
13. Force majeure
- 13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Infinity Nation including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Infinity Nation or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental SOW, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Infinity Nation or subcontractors.
- 13.2 Infinity Nation shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- 13.3 If the Force Majeure Event prevents Infinity Nation from providing any of the Services for more than 12 weeks, Infinity Nation shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer
- 14.1 Assignment and other dealings.
- (a) Infinity Nation may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- (b) The Customer shall not, without the prior written consent of Infinity Nation, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- 14.2 Notices.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- (b) If the Customer is sending a notice by email in accordance with clause 14.2(a) the Customer must be sent to one of the following email addresses:
- (i) al@InfinityNation.co.uk;legal@InfinityNation.co.uk or
- (ii) legal@InfinityNation.co.uk
- (c) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
- (d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 14.3 Severance.
- (a) 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.
- (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 14.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- 14.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Infinity Nation.
- 14.8 Governing law. This Contract, 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.
- 14.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
- 14.10 Where the parties use Docusign: By affixing their respective electronic signatures hereto by means of Docusign’s electronic signature system, the signatories below acknowledge and agree that they intend to bind the respective parties on behalf of whom they are signing. The parties shall each nominate their signatories and their respective email addresses and except where such nominated signatory is a victim of fraud or misrepresentation, the affixing of an electronic signature and confirmation of intent to be bound by such electronic signature emanating from such person’s nominated email address shall constitute valid signature by the signatory below and shall be construed as the signatory having signed the document as an original in manuscript.