These conditions set out the terms of the Contract between LMLM Limited t/a Not Limited (the Designer) and the Client and explains your rights and obligations and responsibilities.
Your attention is drawn to clause 14, which sets out our liability in respect of your Products and Services.
Advance Payment: the non-refundable Advance Payment as specified in the Order.
Brief: the statements and materials assembled by the Client to summarise the Client’s express requirements and to address the Client’s preferences, priorities, budget and schedule for the project.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Client: the person or entity who purchases the Products and/or Services from the Designer, as named in the Order.
Client Default: has the meaning set out in Clause 9.7.
Commencement Date: the date the Order is signed by both parties.
Concept: the document agreed with the Client detailing the specifications of the Products and/or Services to be supplied to the Client to include the materials, Products, services, costings and specific instructions.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 18.8.
1. Contract: the contract between the Designer and the Client for the supply of Products and/or Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.
Data Protection Legislation: the Data Protection Act 1998 and any subsequent legislation which supplements or replaces this Act.
Delivery: the transfer of the physical possession of the Products to the Client at the Site set out in the Order, or such location as the parties may agree at a time and date to be mutually agreed, or when the Client collects the Products at the Designer’s specified address.
Designer: LMLM Limited t/a Not Limited
Force Majeure: has the meaning given to it in clause 17.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Products and/or Services, as set out in the Customer’s written acceptance of the Designer’s quotation
Products: the Products (or part of them) as set out in the Order.
3. Products Specification: any specification for the Products, including any relevant plans or drawings, that is agreed in writing by the Client and the Designer
4. Services: the Services, supplied by the Designer to the Client as set out in the Order.
Site: the location as specified in the Order as the designated delivery address.
Total Charges: the charges payable by the Client for the supply of Services agreed by the Designer and Client and as set out in the Order.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(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 excludes fax but not email.
2. Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Products or Services or Products and Services in accordance with the Order and these Conditions. These Conditions are expressly incorporated into the Order.
2.2 The Order shall only be deemed to be accepted when the Designer issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Designer and any descriptions of the Products or illustrations, or descriptions of the Services contained in the Designer’s catalogues, brochures, website or other marketing literature are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.5 Any quotation given by the Designer shall not constitute an offer and is only valid for acceptance for a period of 20 Business Days from its date of issue. The Designer reserves the right to withdraw or alter the quotation at any time without notice until the Designer issues written acceptance of the Order as set out in clause 2.2.
2.6 All of these Conditions shall apply to the supply of both Products and Services except where application to one or the other is specified.
2.7 The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these Conditions.
3.1 The Products are described in the Products Specification.
3.2 To the extent that the Products are to be manufactured in accordance with a Products Specification supplied by the Client, the Client shall indemnify the Designer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Designer arising out of or in connection with any claim made against the Designer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Designer’s use of the Products Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Designer reserves the right to amend the Products Specification if required by any applicable statutory or regulatory requirement, and the Designer shall notify the Client in any such event.
4. Delivery of Products
4.1 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. The Designer shall not be liable for, any delay of Delivery caused by any third party, or a Force Majeure Event, or the Client’s unavailability, or the Client’s failure to provide the Designer with adequate delivery instructions, or any other instructions that are relevant to the supply of Products.
The Designer shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Client’s failure to provide the Designer with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.2 If 30 Business Days after the day on which the Designer notified the Client that the Products were ready for delivery the Client has not taken delivery of them, the Designer may resell or otherwise dispose of part or all of the Products.
5. Quality of Products
5.1 The Designer warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Products shall:
(a) conform in all material respects with their description and any applicable Products Specification; and
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
(a) the Client gives notice in writing to the Designer during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;
(b) the Client gives notice in writing to the Designer during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;
(c) the Client (if asked to do so by the Designer) returns such Products to the Designer’s place of business at the Client’s cost,
the Designer shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.3 The Designer shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Client makes any further use of such Products after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Client failed to follow the Designer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) Product trade practice regarding the same;
(c) the defect arises as a result of the Designer following any drawing, design or specification supplied by the Client;
(d) the Client alters or repairs such Products without the written consent of the Designer;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Products differ from their description or the Products Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, the Designer shall have no liability to the Client in respect of the Products’ failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Products supplied by the Designer.
6. Title and Risk
6.1 The risk in the Products shall pass to the Client on completion of Delivery.
6.2 Title to the Products shall not pass to the Client until the Designer receives payment in full (in cash or cleared funds) for the Products and any other Products that the Designer has supplied to the Client in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
7. Supply of Services
7.1 The Designer shall supply the Services to the Client in accordance with the Order in all material respects.
7.2 The Designer shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Designer reserves the right to amend the Services specified in the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Designer shall notify the Client in any such event.
7.4 The Designer warrants to the Client that the Services will be provided using reasonable care and skill.
8. Designer’s Rights and Obligations
8.1 Any costs incurred in addition to those set out in the Order, shall, wherever possible, be quoted by the Designer for the Client’s approval prior to any such chargeable work commencing, to include any work and/or orders requested by the Client in addition to that which has already been agreed and the Order shall be amended accordingly, and such amendments signed by both parties.
8.2 The Designer reserves the right to not disclose any information on manufacturers, decorators, other service providers, or any information relating to the source of any materials and products, to include, but not limited to, any product brand or manufacturers codes.
8.3 The Designer cannot advise on any structural elements for the project and, it is therefore the Client’s responsibility to appoint relevant third-party consultants in this respect.
8.4 Any survey, either carried out, or attempted to be carried out by a third-party at the Client’s prior instruction which is later found to be non-effective for obtaining all the necessary information required for reasons outside the Designer’s control, shall be re-scheduled for a later mutually agreed date and progress shall be postponed as a result.
8.5 The Designer reserve the right to co-ordinate and integrate any designs provided by others within their Services or to decline such.
8.6 The Designer cannot provide any quantity estimation or custom measurements for third-party use.
8.7 Any drawings and plans supplied by the Designer shall be non-technical and should not be scaled from or used as working drawings in any instance. Any CAD Visuals (i.e. room perspectives) supplied are intended to provide an impression of the finished room/s only and may not be fully representative by depicting similar and not exact items to those actually specified. Any furniture drawings and/or bespoke interior feature design drawings shall be conceptual only and subject to counter working drawings to be provided by the associated manufacturer and/or contractor upon commission.
9. Client’s Rights and Obligations
9.1 The Client agrees to provide the Designer with the Brief within 20 Business Days after signing the Order.
9.2 Where requested by the Designer, the Client shall promptly make decisions, and be available for meetings as necessary for the proper and timely performance of the Services.
9.3 The Client assumes full responsibility for their complete understanding of the Concept on the understanding that they may raise any query regarding the Concept with the Designer before the Concept is agreed by both parties.
9.4 The Client shall notify the Designer of any requested changes to any Services and/or any specific instructions regarding the specifications in writing.
9.5 The Client accepts full responsibility for the installation of any Services including, but not limited to, the checking of any dimensions provided by the Designer and sourcing their own contractors, sub-contractors’ or manufacturers and materials.
9.6 The Client shall:
(a) ensure that the terms of the Order and any information provided in the Brief are comprehensive, complete and accurate in all respects, and immediately update such information whenever necessary;
(b) fully co-operate with the Designer in all matters relating to the Products and/or Services;
(c) provide the Designer, its employees, agents, consultants and subcontractors, with access to the Site as reasonably required by the Designer;
(d) provide the Designer with such information and materials as the Designer may reasonably require in order to supply the Products and/or Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Site for the supply of the Products and/or Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Designer at the Site or the Client’s premises in safe custody at its own risk, maintain the Designer’s materials such in good condition until returned to the Designer, and not dispose of or use the Designer’s materials other than in accordance with the Designer written instructions or authorisation.
9.7 If the Designer’s performance of any of their obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, the Designer shall have the right to suspend performance until the Client remedies the Client Default, and to rely on the Client Default to relieve them from the performance of any of their obligations in each case to the extent the Client Default prevents or delays the Designer’s performance of any of its obligations;
(b) the Designer shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Designer’s failure or delay to perform any of their obligations as set out in this Clause 9.7; and
(c) the Client shall reimburse the Designer on written demand for any costs or losses sustained or incurred by the Designer arising directly or indirectly from the Client Default.
9.8 The Client agrees that the Designer shall have the right to take and publish photographs at any stage (including after completion) and the Client shall give reasonable access to the Site for this purpose
10. Charges and Payment
10.1 The price for Products:
(a) shall be the price set out in the Order; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be invoiced to the Client.
10.2 The charges for Services shall be:
(a) the charges set out in the Order; and
(b) the Designer shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Designer engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Designer for the performance of the Services, and for the cost of any materials.
(c) in respect of design-led management, coordination and implementation services, the Designer shall be entitled to charge £450.00 for any additional Site visits, which are not set out in the Order.
10.3 The Designer reserves the right to increase the price of the Products, by giving notice to the Client at any time before Delivery, to reflect any increase in the cost of the Products to the Designer that is due to:
(a) any factor beyond the control of the Designer (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Client to change the delivery date(s), quantities or types of Products ordered, or the Products Specification; or
(c) any delay caused by any instructions of the Client in respect of the Products or failure of the Client to give the Designer adequate or accurate information or instructions in respect of the Products.
10.4 In respect of Products, the Client shay pay the price at time of the Designer accepting the Order under clause 2.2.
10.5 In respect of Services, the Client shall pay the Advance Payment of 50% of the Total Charges at the time of the Designer accepting the Order under clause 2.2.
10.6 The balance of the Total Charges shall be paid as set out in the Order.
10.7 The Client shall pay each invoice submitted by the Designer:
(a) within 7 days of the date of the invoice or in accordance with any credit terms agreed by the Designer and confirmed in writing to the Client; and
(b) in full and in cleared funds to a bank account nominated in writing by the Designer, and
time for payment shall be of the essence of the Contract.
10.8 The Client should not, under any circumstances, make any direct payments to any associated designers, manufacturers and/or sub-contractors.
10.9 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Designer to the Client, the Client shall, on receipt of a valid VAT invoice from the Designer, pay to the Designer such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.
10.10 If the Client fails to make a payment due to the Designer under the Contract by the due date, then, without limiting the Designer’s remedies under clause 15, the Client 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 10.10 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%.
10.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Designer.
11.2 The Designer grants to the Client or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract (excluding materials provided by the Client) for the purpose of receiving and using the Services.
11.3 The Client shall not sub-license, assign or otherwise transfer the rights granted by clause 11.2.
11.4 The Client grants the Designer a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to the Designer for the term of the Contract for the purpose of providing the Services to the Client.
11.5 The Designer reserve the right to use any designs and photographs of the Site for promotional purposes.
12. Data Protection
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
14. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1 The Designer has obtained insurance cover in respect of Professional Indemnity liability for individual claims not exceeding £1,000,000 per claim and Public and Product liability for individual claims not exceeding £2,000,000. The limits and exclusions in this clause reflect the insurance cover the Designer has been able to arrange, and the Client is responsible for making its own arrangements for the insurance of any excess loss.
14.2 The restrictions on liability in this clause 14 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.3 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;
(c) breach of the terms implied by section 12 of the Sale of Products Act 1979 or section 2 of the Supply of Products and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
14.4 Subject to clause 14.3, the Designer’s total liability to the Client shall not exceed the total charges paid by the Client and all sums payable under the Contract in respect of the Products and/or Services actually supplied by the Designer, whether or not invoiced to the Client.
14.5 The Designer’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. If the Designer is liable to the Client (whether in contract, tort, statutory duty or otherwise), the Designer will only be liable for any reasonable and foreseeable and fully mitigated damage, loss or expense incurred by the Client, caused directly by a breach of the Designer’s legal obligations.
14.6 The Designer shall not be liable to the Client under this Contract except as set out herein, howsoever arising, and whether in contract, tort, statutory duty or otherwise and all consequential loss is excluded including but not limited to (i) loss of profits (ii) loss of sales or business (iii) loss of agreements or contracts (iv) loss of anticipated savings (v) loss of use or corruption of software, data or information (vi) loss of or damage to goodwill (vii) indirect or consequential loss.
14.7 The Designer has given commitments as to compliance of the Products and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Products Act 1979 and sections 3, 4 and 5 of the Supply of Products and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.8 This clause 14 shall survive termination of the Contract.
15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
15.2 Without affecting any other right or remedy available to it, the Designer may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of Control of the Client.
15.3 Without affecting any other right or remedy available to it, the Designer may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Client and the Designer if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 15.1(b) to clause 15.1(d), or the Designer reasonably believes that the Client is about to become subject to any of them.
16. Consequences of Termination
16.1 On termination of the Contract:
(a) the Client shall immediately pay to the Designer all of the Designer’s outstanding unpaid invoices and interest and, in respect of Services and Products supplied but for which no invoice has been submitted, the Designer shall submit an invoice, which shall be payable by the Client immediately on receipt; and
(b) the Client shall return all of the Designer’s equipment, documents, materials and any Products which have not been fully paid for. If the Client fails to do so, then the Designer may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
16.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
16.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
17. Force Majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control including, but not limited to, actions of subcontractors and suppliers (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 20 Business Days, the party not affected may terminate the Contract by giving 10 Business Days’ written notice to the affected party.
18.1 Assignment and other dealings
(a) The Designer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Designer.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):
Client: Client’s normal email address
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, receipt shall be regarded as having occurred on the next Business Day unless there has been a failure in transmission to the parties correct addresses.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 18.3 the parties shall negotiate in Product faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency. 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
18.6 Entire agreement
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
18.7 Third party rights
(a) 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
18.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
18.9 Governing law. 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.
18.10 Jurisdiction. 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.