If you have any questions please do not hesitate to contact us. The Customer’s SPECIFIC ATTENTION is drawn to the provisions of clause 7 which provides important limitations upon StoreFeeder Ltd’s liability to you, the Customer.
1. INTERPRETATION
1.1. Definitions. In these Conditions, the following definitions apply:
Bribe:
(i) any payment, gift, benefit or advantage of any kind, which is offered, promised, given, authorised, requested, accepted or agreed, whether directly or indirectly (through one or more intermediaries) and whether as an inducement or reward, for any form of improper conduct by any person in connection with their official, public, fiduciary, employment or business role, duties or functions; and/or
(ii) anything that would amount to an offence of bribery or corruption under Applicable Law; and “Bribes”, “Bribed”, “Bribery”, “Bribing” and other variants of “Bribe” shall be construed accordingly.
ABC:
(a) Each party warrants and represents that it has not Bribed in connection with obtaining this Agreement. (b) Each party warrants and undertakes that it shall not Bribe in connection with the performance of this Agreement. (c) Each party warrants and undertakes that it has in place policies and procedures designed to prevent Bribery and corruption by its employees, agent, directors and contractors.
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 4.
Commencement Date: Has the meaning set out in clause 1.3.
Conditions: These terms and conditions as amended from time to time in accordance with clause 11.8.
Contract: The contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: The person or firm who purchases Services from the Supplier.
Data Protection Laws: : Shall mean the Data Protection Act 1998 until superseded or repealed, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended or superseded, the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (“GDPR”) (as applicable) and any other laws relating to the protection of personal data and the privacy of individuals.
Deliverables: The deliverables produced by the Supplier for the Customer.
Intellectual Property Rights: All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: The Customer’s order for Services as set out in the Specification.
Services: The services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
Specification: The description or specification of the Services set out on the Supplier’s Website entitled “Specification of StoreFeeder’s Services”.
Supplier: StoreFeeder Ltd t/a “StoreFeeder”, 100 Victoria Embankment, London, EC4Y 0HQ registered in England and Wales with company number 06585175.
Supplier’s Website: www.storefeeder.com.
Training: Such training in relation to the Services as the Supplier may reasonably require the Customer to undertake from time to time.
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 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 and e-mails.
1.3 The Specification constitutes an invitation to the Customer to place an Order. The Customer acknowledges that the Services may not be appropriate for their needs and therefore the Supplier must have an ability to reject a potential Order.
1.4. The Order together with any payment constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
1.5. The Order shall only be deemed to be accepted by the Supplier upon the written confirmation from the Supplier of the Supplier’s willingness to provide the Services at which time the Contract shall come into existence (Commencement Date).
1.6. The Supplier shall be under no obligation to supply Services until such time as a formal acceptance has been sent in accordance with clause 1.5.
1.7. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
1.8. Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s Website (other than in relation to the Specification), 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.
1.9. 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 trade, custom, practice or course of dealing.
1.10 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
2. SUPPLY OF SERVICES
2.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
2.2. The Services shall be supplied upon receipt by the Supplier of the Charges as set out in clause 4.1.
2.3. The Supplier 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 Services.
2.4. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
2.5. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
2.6. In circumstances where the Customer has utilised a Free Trial the right to utilise the Services shall expire automatically upon the expiry of the Free Trial Period until payment for any ongoing Services has been made in accordance with these Conditions.
3. CUSTOMER OBLIGATIONS
3.1 The Customer shall:
(a) Give the Supplier complete access to all of the Customer’s selling channels, web site(s) & product details
(b) Ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(c) Co-operate with the Supplier in all matters relating to the Services;
(d) Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(e) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(f) Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
(g) Promptly and diligently complete Training when reasonably requested by the Supplier to do so.
3.2. If the Supplier’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):
(a) The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the 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 to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 3.2; and
(c) The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
4. CHARGES AND PAYMENT
4.1. The Charges for the Services shall be on a time and materials basis:
(a) The Services shall be paid by the Customer monthly in advance by way of credit or debit card payment;
(b) The Charges shall be calculated in accordance with the Supplier’s standard daily fee rates, as set out in the Order;
(c) The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
4.2. The Supplier shall invoice the Customer monthly in advance which shall be generated at the point of sale.
4.3. Time for payment shall be of the essence of the Contract.
4.4 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.
4.5 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Royal Bank of Scotland’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
4.6 Where a ‘Free Trial’ has been agreed with the Customer the obligations to pay the Charges as set out in this clause 4 are cancelled for the Free Trial Period only. Upon expiry of the Free Trial Period the Customer’s obligation to pay for the Services in accordance with this clause shall commence forthwith Any ongoing use of the Services by the Customer shall constitute an acceptance by the Customer that the Customer’s obligation to pay the Charges shall commence immediately.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
5.2 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 the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
6. CONFIDENTIALITY
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 or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 6 shall survive termination of the Contract.
7. LIMITATION OF LIABILITY. THE CUSTOMERS ATTENTIONS IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 Nothing in these Conditions shall limit or exclude the Supplier’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).
7.2 Subject to clause 7.1:
(a) The Customer is by this Contract made aware of and acknowledges that in order to provide the Services under this Contract the Supplier relies upon information and services supplied by either the Customer or third parties including:
(i) Online retailers such as Amazon or Ebay who, for example, advise the Supplier of the number of orders placed for the Customer’s products;
(ii) Independent web hosting service suppliers who store and process data on the Supplier’s behalf;
(iii) The Customer and the Customer’s agents who update and / or process information managed by the Customer including, by way of non-exclusive example: Customer’s account information; product listings; Customer’s stock levels; the Customer’s own customer’s orders; and any other information or data relating to the Customer’s business which the Customer processes or manages.
(b) The Customer acknowledges and agrees that Supplier shall not be responsible for the Customer’s losses arising as a result of:
(i) Inaccurate or late information or data supplied by the Customer or the third parties referred to in (a) above; or
(ii) “down time” arising from the actions of third party web hosting and / or other similar service providers; or
(iii) The failure of the Customer to follow the reasonable written or oral instructions of the Supplier; or
(iv) A failure to complete Training as requested by the Supplier; or as these issues are beyond the control of the Supplier and the provisions of clause 7.2 (c) and 7.2 (d) shall apply to this Contract.
(c) The Supplier 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, loss of revenue, loss of data or any indirect or consequential loss arising under or in connection with the Contract or otherwise however arising; and
(d) The Supplier’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 amount paid by the Customer under the terms of the Contract.
(e) In the event the Customer is aware of business-critical reasons why this clause 7 may impact upon them unduly then the Customer MUST discuss the issue with the Supplier before utilising the Services to ensure that the Supplier’s service standard is appropriate to the Customer’s specific needs.
(f) Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
(g) This clause 7 shall survive termination of the Contract.
8. TERMINATION
8.1. Without limiting its other rights or remedies, each 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 the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing of the breach;
(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) 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 order 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 28 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) A floating charge holder 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;
(j) Any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(b) to clause 8.1(i) (inclusive);
(k) The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) 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.
8.2 Without limiting its other rights or remedies, 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 this Contract on the due date for payment.
8.3 Subject to 8.5 below and without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 1 months’ written notice.
8.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(b)) to clause 8.1(l), or the Supplier 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.
8.5 Where a ‘Free Trial’ has been accepted by a Customer the following provisions shall apply:
(a) The right to utilise the Services shall end automatically upon the expiry of the Free Trial Period until such time as the Customer pays the Charges in accordance with Clause 4 of these Conditions;
(b) In the event that the Customer continues to utilise the Services after the expiry of the Free Trial Period then the Customer’s obligations as set out in these Conditions shall come into immediate and full effect.
(c) The Supplier reserves the right to terminate the Free Trial with immediate effect in the event that the Customer is in material breach of any of these Conditions.
9. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) 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 shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) The Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier 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 not be affected, 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 have effect after termination shall continue in full force and effect.
10. DATA PROTECTION
10.1 The Supplier acknowledges that the Customer is a Data Controller and shall alone determine the purposes for which and the manner in which personal data are or are to be processed.
10.2 Each party shall comply with its obligations under the Data Protection Legislation and to the extent that the Supplier processes data on behalf of the Data Controller, the Supplier shall:
(a) Have in place and at all times maintain appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk;
(b) Not engage any sub-processor without the prior specific or general written authorisation of the Customer;
(c) Ensure that the Supplier’s employees, agents, consultants, subcontractors and sub-processors are made aware of their respective obligations under this Agreement and enter into binding obligations with their employer to maintain the levels of security and protection required under this Agreement. The Supplier shall ensure that the terms of this Agreement are incorporated into each agreement with any sub-processor, subcontractor, agent or consultant to the effect that the sub-processor, subcontractor, agent or consultant shall be obligated to act at all times in accordance with duties and obligations of the Supplier under this Agreement;
(d) Process that Personal Data in accordance with the Customer’s instructions and to perform its obligations under this Agreement or other documented instructions from the Customer and for no other purpose save to the limited extent required by law;
(e) Within 7 days following the end of the term of this Agreement, deliver to the Customer a copy of all Personal Data, and, following confirmation of receipt from the Customer remove the Personal Data (and copies) from the Supplier’s systems;
(f) Ensure that all persons authorised to access the Personal Data are subject to obligations of confidentiality and receive training to ensure compliance with this Agreement and the Data Protection Laws;
(g) Make available to the Supplier such reasonable information as requested to demonstrate compliance with the obligations laid out in Article 28 of GDPR and this Agreement and allow for and contribute to audits, including inspections, conducted by the Customer;
(h) Taking into account the nature of the processing, provide assistance to the Customer (at the Customer’s cost) to respond to requests for the exercise of data subjects’ rights pursuant to Chapter III of the GDPR to the extent applicable;
(i) Provide the Customer (at the Customer’s cost) with assistance in ensuring compliance with articles 32 to 36 (inclusive) of the GDPR (concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities) to the extent applicable to the Customer taking into account the nature of the processing and the information available to the Supplier;
(j) Deal promptly and properly (at the Customer’s cost) with all enquiries or requests from the Customer relating to the Personal Data and the data processing activities;
(k)Assist the Customer (at the Customer’s request and cost) in connection with any regulatory or law enforcement authority audit, investigation or enforcement action in respect of the Personal Data;
(l) Immediately notify the Customer in writing about:
i) any Data Breach or accidental loss, disclosure or unauthorised access of which the Supplier becomes aware in respect of Personal Data that it processes on behalf of the Customer; and
ii)any request for disclosure of Personal Data by a law enforcement authority (unless otherwise prohibited); and
ii) any access request or complaint received directly from a data subject (without responding otherwise than to acknowledge receipt);
(m) Maintain a record of its processing activities in accordance with Article 30 of the GDPR;
10.3 In respect of any Personal Data to be processed by the Customer pursuant to this Agreement on behalf of the Supplier, the Customer shall not transfer the Personal Data outside the EEA or to an international organisation without:
(a) Obtaining the written permission of the Customer;
(b) Ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws; and
(c) Notifying the Customer of the protections and appropriate safeguards in paragraph (b) above.
11. GENERAL
11.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier 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.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
11.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, 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 the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business or sent by fax to the other party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or 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, on the next Business Day after transmission.
(c) This clause shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
11.4 Waiver:
(a)(a) A waiver of any right under the Contract 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 under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
11.5 Severance:
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
11.9 Governing law and jurisdiction: 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
