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Terms & Conditions

Terms and Conditions

  1. Interpretation

The definitions and rules of interpretation in this clause apply in these terms and conditions.

  1. Definitions: 
  1. Acceptance Tests: means the tests set out in a Statement of Work which verify that the Services meet the requirements of this Agreement, including:
    1. a description of the tests that should be run in order to demonstrate that the Services meet all applicable requirements;
    2. the results which must be achieved in order for the Services to meet all applicable requirements;
    3. any specific requirements with regard to types and volumes of data to be used when running the tests; and
    4. any independent standards to be observed when running the tests.
  2. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  3. Business Hours: the period from 9.00 am to 5.30 pm on any Business Day.
  4. Confidential Information: has the meaning given in 10 (Confidentiality).
  5. Customer Dependencies: means the responsibilities of the Customer as set out in the Statement of Work.
  6. Deliverables: the products and materials developed by Dr Logic in relation to the Services in any media, including computer programs, data, diagrams, reports and specifications (including drafts) which are expressly listed in the Statement of Work.
  7. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, rights in domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, 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.
  8. Pre-existing Materials: materials which existed before the commencement of the Services.
  9. Services: the services to be provided by Dr Logic under the Agreement.
  10. Statement of Work: the Statement of Work describing the Services to be provided, and to which these terms and conditions are appended. 
  11. Supplier Contact: means the relevant contact set out in the Statement of Work.
  12. Third Party Materials: means any materials, software, data, content, works or other Intellectual Property Rights owned by a third party and used, supplied, incorporated or embedded by Dr Logic in connection with the Services or Deliverables. 
  13. VAT: value added tax imposed by the Value Added Tax Act 1994 or any similar tax chargeable in the UK or elsewhere.
  1. Headings shall not affect the interpretation of this agreement.
  2. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
  3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  1. Application of terms
    1. These terms shall:
      1. apply to and be incorporated in the Agreement; and
      2. prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
    2. No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Dr Logic unless in writing and signed by a duly authorised representative of Dr Logic.
  2. Supplier’s obligations
    1. Dr Logic shall appoint Dr Logic Contact who shall have authority to contractually bind Dr Logic on all matters relating to the Services. Dr Logic may replace him or her from time to time where reasonably necessary in the interests of Dr Logic’s business, and provided that any replacement shall have appropriate experience and expertise to perform the role. Dr Logic shall notify the Customer in writing of any such replacement and provide updated contact details to the Customer as soon as reasonably practicable.
    2. Dr Logic shall use reasonable endeavours to meet any Performance Dates, but any such dates shall be estimates only and time shall not be of the essence of the Agreement.
    3. Dr Logic may replace, add or remove third-party software, hosting or service providers used in connection with the Services from time to time provided that the replacement does not materially reduce the overall functionality of the Services.
    4. Dr Logic warrants that the Services will be provided with reasonable care and skill. 
    5. In the event of a breach of the warranty set out in clause 3.4, the Supplier shall promptly re-perform the non-conforming Services in compliance with the terms of this Agreement and in any event within 30 days of being notified of such breach in writing (email being sufficient). Such re-performance shall be the Customer’s sole remedy in respect of the breach of warranty. 
  3. Customer’s obligations
    1. The Customer shall:
      1. co-operate with Dr Logic in all matters relating to the Services and appoint the Customer Contact, who shall have the authority to contractually bind the Customer on matters relating to the Services;
      2. comply in a timely manner with the Customer Dependencies;
      3. provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is requested by Dr Logic;
      4. provide in a timely manner such information as Dr Logic may request, and ensure that such information is accurate in all material respects; 
      5. be responsible (at its own cost) for preparing the relevant premises for the supply of the Services; and
      6. use at least one Apple product or service for the duration of any agreement with Dr Logic.
    2. If Dr Logic’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, the Customer shall in all circumstances be liable to pay to Dr Logic on demand all reasonable costs, charges or losses sustained or incurred by it, subject to Dr Logic confirming such costs, charges and losses to the Customer in writing. Such losses shall include, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere.
    3. The Customer shall not, without the prior written consent of Dr Logic, at any time from the date of the Agreement to the expiry of six months after the completion of the Services, solicit or entice away from Dr Logic or employ or attempt to employ any person who is, or has been, engaged as an employee or subcontractor of Dr Logic. The Customer shall not be in breach of this 4.3 if it hires an employee or subcontractor of Dr Logic as a result of a recruitment campaign not specifically targeted to any employees or subcontractors of Dr Logic.
    4. Any consent given by Dr Logic in accordance with 4.3 shall be subject to the Customer paying to Dr Logic on demand a sum equivalent to 20% of the then current annual remuneration of Dr Logic’s employee or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or subcontractor.
  4. Acceptance
    1. Where the parties have agreed in a Statement of Work that Acceptance Tests will take place,  the Customer shall test the Deliverables within 10 Business Days of delivery.
    2. If the Customer fails to notify Dr Logic of any material non-conformity within that period, the Deliverables shall be deemed accepted.
    3. If the Customer notifies Dr Logic of any material non-conformity within 10 Business Days of delivery of the relevant Deliverable then the Customer may, at its option:
  1. agree with Dr Logic a new date for the reperformance of the Acceptance Tests; or
  2. accept the Deliverables subject to a reduction in the Charges as, after taking into account all the relevant circumstances, the parties agree is reasonable.
  1. Change control
    1. If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
    2. If either party requests a change to the scope or execution of the Services, Dr Logic shall, within a reasonable time, provide a written estimate to the Customer of:
      1. the likely time required to implement the change;
      2. any variations to Dr Logic’s charges arising from the change;
      3. the likely effect of the change on the Services; 
      4. any other impact of the change on the terms of the Agreement; and
      5. any other information reasonably requested by the Customer in connection with the variation in the scope or execution of the Services.
    3. If Dr Logic requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
    4. If the Customer wishes Dr Logic to proceed with the change, Dr Logic has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Statement of Work and any other relevant terms of the Agreement to take account of the change.
  2. Charges and payment
    1. 7.2 shall apply if the Services are to be provided on a time-and-materials basis. 7.3 and 7.4 shall apply if the Services are to be provided for a fixed price. The remainder of this 7 shall apply in either case.
    2. Where the Services are provided on a time-and-materials basis:
      1. the charges payable for the Services shall be calculated in accordance with Dr Logic’s standard daily fee rates as amended from time to time;
      2. Dr Logic’s standard daily fee rates are calculated on the basis of an eight-hour day worked between 9.00 am and 5.30 pm on weekdays (excluding weekends and public holidays);
      3. Dr Logic shall be entitled to charge at an overtime rate of 30% of the normal rate for part days and for time worked by members of the project team outside the hours referred to in 7.2(b) on a pro-rata basis;
      4. Dr Logic shall ensure that all members of the project team complete time sheets recording time spent on the Services, and Dr Logic shall use such time sheets to calculate the charges covered by each monthly invoice referred to in 7.2(e); and
      5. Dr Logic shall invoice the Customer monthly in arrears for its charges for time, expenses and materials for the month concerned, calculated as provided in this 7. Any expenses, materials and third party services shall be invoiced by Dr Logic. Each invoice shall set out the time spent by each member of the project team and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts.
    3. Where the Services are provided for a fixed price, Dr Logic shall invoice the Customer in accordance with the amounts and the intervals set out in the Statement of Work. 
    4. Any fixed price contained in a Statement of Work excludes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Dr Logic for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Dr Logic. 
    5. All amounts stated (whether orally or in writing) are exclusive of VAT, which will be added at the rate currently in force.
    6. Without prejudice to any other right or remedy that Dr Logic may have, if the Customer fails to pay Dr Logic on the due date Dr Logic may:
      1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC UK, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
      2. suspend all Services until payment has been made in full.
    7. Time for payment shall be of the essence of the Agreement.
    8. The Customer shall pay each invoice submitted to it by Dr Logic in full, and in cleared funds, within 30 days of receipt.
    9. All payments payable to Dr Logic under the Agreement shall become due immediately on termination of the Agreement, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
    10. All amounts due under this agreement shall be paid by the Customer to Dr Logic in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Dr Logic may, without prejudice to any other rights it may have, set off any liability of the Customer to Dr Logic against any liability of Dr Logic to the Customer.
    11. If the Customer disputes any invoice:
      1. the Customer shall notify Dr Logic in writing with 10 Business Days of the date of receipt of the invoice, specifying the reasons for disputing the invoice;
      2. Dr Logic shall provide all evidence as may be reasonably necessary to verify the disputed invoice;
      3. the Customer shall pay to Dr Logic all amounts not disputed by the Customer on the due date;
      4. the parties shall negotiate in good faith to attempt to resolve the dispute promptly;
      5. if the parties have not resolved the dispute within 30 Business Days of the Customer giving notice to Dr Logic, the dispute shall be resolved in accordance with clause 12 (Mediation);
      6. once the dispute has been resolved, where either party is required to make a balancing payment or issue a credit note, it shall do so within 5 Business Days of the resolution of the dispute.
    12. Dr Logic may increase the Charges no more than once in any 12-month period upon 30 days’ written notice to the Customer. Any such increase shall not exceed the percentage increase in the UK Consumer Prices Index over the preceding 12 months, unless agreed otherwise in writing by the Customer. However, Dr Logic reserves the right to pass on any direct cost increases imposed by third-party software or service vendors which are directly relevant to the provision of the Services at any time, and which are supported by reasonable documentary evidence provided to the Customer upon written request, which shall not be subject to the aforementioned CPI cap, provided that the Customer is given at least 30 days’ written notice (email being sufficient) of such increase, prior to such an increase taking effect. 
  3. Data Protection
    1. The parties will comply with their respective obligation under the data processing terms, available here.
  4. Intellectual Property Rights
    1. All Intellectual Property Rights and all other rights in the Deliverables shall be owned by Dr Logic. 
    2. Dr Logic grants to the Customer, for the term of this Agreement,  a non-exclusive, non-transferable, non-sub-licensable, worldwide licence to use the Deliverables, together with any Pre-Existing Materials incorporated into the Deliverables and, subject to clause 9.3, any Third Party Materials incorporated into the Deliverables, to such extent as is strictly necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. This licence will automatically terminate on termination or expiry of this Agreement for any reason.
    3. The Customer acknowledges that the Customer’s use of rights in Third Party Materials incorporated into the Deliverables or otherwise provided as part of the Services is subject to Dr Logic obtaining and maintaining the relevant third-party licences. The Customer’s rights to use such Third Party Materials shall be subject to, and limited by, the terms of the applicable third party licences. 
  5. Confidentiality and Supplier’s property
    1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this agreement in connection with the Services, including but not limited to:
      1. the terms of this Agreement;
      2. any information that would be regarded as confidential by a reasonable business person relating to:
        1. the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
        2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
      3. any information developed by the parties in the course of carrying out this agreement; 

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

  1. The provisions of this clause shall not apply to any Confidential Information that:
    1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
    2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
    3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
    4. the parties agree in writing is not confidential or may be disclosed; or
    5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
  2. Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
    1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or
    2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this 10.
  3. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information, provided that:
    1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
    2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
  4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
  5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this agreement.
  6. On termination or expiry of this Agreement, each party shall:
    1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
    2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
    3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 13 (Termination).
  7. Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
  8. The provisions of this clause 10 shall continue to apply after termination or expiry of this Agreement.
  1. Limitation of liability
    1. The following provisions set out the entire financial liability of Dr Logic (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
      1. any breach of the Agreement however arising;
      2. any use made by the Customer of the Services, the Deliverables or any part of them; and
      3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
    2. All warranties, conditions and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from the Agreement.
    3. Nothing in these terms excludes the liability of Dr Logic:
      1. for death or personal injury caused by Dr Logic’s negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Subject to 11.2 and 11.3:
      1. Dr Logic shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
        1. loss of profits; or
        2. loss of business; or
        3. depletion of goodwill or similar losses; or
        4. loss of anticipated savings; or
        5. loss of goods; or
        6. loss of contract; or
        7. loss of use; or
        8. wasted expenditure; or 
        9. loss or corruption of data or information; or
        10. any special, indirect or consequential loss, costs, damages, charges or expenses.
      2. Dr Logic’s total aggregate liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Charges paid for the Services in the 12 months immediately preceding the date on which the claim arose.
    5. Dr Logic’s performance of the Services is dependent upon the cooperation of the Customer and any incumbent service providers. Dr Logic shall not be responsible for any delay, failure or degradation in the Services arising from acts or omissions of the Customer or any third-party provider, including any failure to provide timely information, access, data, documentation or assistance.
  2. Mediation
    1. Any disputes or controversies arising out of or in connection with this contract shall first be attempted to be settled by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
  3. Termination
    1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      3. 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      4. 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 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;
      5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      6. 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 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;
      7. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
      8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      9. 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;
      10. 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 the other party’s assets and such attachment or process is not discharged within 14 days;
      11. 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 13.1(c) to 13.1(j) (inclusive);
      12. 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 this agreement is in jeopardy; or
      13. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
    2. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    3. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
  4. Force majeure
    1. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control, including without limitation:
      1. severe failure of a utility service or transport network; 
      2. act of God, war, riot or civil commotion;
      3. malicious damage; 
      4. compliance with any law or governmental order, rule, regulation or direction; 
      5. pandemic, epidemic or public health emergency; 
      6. cyber incidents, internet or network failure; and 
      7. accident, breakdown of plant or machinery, fire, flood, storm, or failure of third-party suppliers or subcontractors beyond Dr Logic’s reasonable control.  
  5. Waiver
    1. 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. 
    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
  6. Rights and remedies
    1. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  7. Severance
    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    2. If any provision or part-provision of this agreement is deemed deleted under 17.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.
  8. Entire agreement
    1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that, in entering into this agreement, it does not rely on[, and has no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    3. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  9. Assignment
    1. Dr Logic 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 this agreement[, provided that it gives prior written notice of such dealing to the Customer.
    2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
  10. No partnership or agency
    1. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  11. Third party rights
    1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
  12. Notices
    1. Any notice given to a party under or in connection with this contract shall be in writing and shall be:
      1. 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 
      2. sent by email to  email address set out in the Statement of Work for Dr Logic Contact or the Customer Contact, as applicable. Any notice shall be deemed to have been received:
      3. if delivered by hand, at the time the notice is left at the proper address;
      4. 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
      5. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 
    2. 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.
  13. Governing law
    1. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with English law.
  14. Jurisdiction
    1. Each party irrevocably agrees that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
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