1. Interpretation 1. Definitions: Advertising Regulations means any present or future code of practice, including the Broadcast Code of Advertising Practice (BCAP) and the Code of Advertising Practice (CAP), the Mail Order Protection Scheme, adjudication, decision, direction or rule of any Advertising Regulator and includes any modifications, amendments or extensions thereof in force from time to time;
Advertising Regulator means the Office of Communications (Ofcom), the Advertising Standards Authority (ASA) and any other UK regulator or statutory and regulatory body relevant to the Services;
Authorised Person means any person identified in the Engagement Letter as an Authorised Person or such person as is subsequently notified in writing to TSW by the Client as an Authorised Person;
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Charges means the charges payable by the Client for the supply of the Services in accordance with clause 7;
Client means the person or firm who purchases the Services from TSW;
Client Default has the meaning set out in clause 4.2;
Client Materials means materials, equipment, documents and other property of the Client;
Commencement Date has the meaning set out in clause 2.2;
Conditions means these terms and conditions as amended from time to time in accordance with clause 18.5;
Contract means the contract between TSW and the Client for the supply of Services in accordance with these Conditions;
Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly;
Deliverables means the deliverables set out in the Order produced by TSW for the Client;
Engagement Letter means the letter from TSW to the Client setting out the description or specification of the Services;
Financial Promotion means any material created by TSW for the Client that comprises or includes an invitation or inducement to engage in investment activity (as those terms are from time to time interpreted for the purposes of the FSMA);
FSMA means the Financial Services and Markets Act 2000 together with any rules, orders, regulations, codes of practice and delegated legislation made thereunder from time to time;
FSMA Authorised Person shall have the meaning given in section 31 of the FSMA;
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Order means the Client’s order for Services as set out in the Client’s purchase order form, the Client’s written acceptance of a quotation by TSW, or the Engagement Letter, as the case may be;
Services means the services, including the Deliverables, supplied by TSW to the Client as set out in the Engagement Letter;
TSW means The Specialist Works Limited registered in England and Wales with company number 04604217; and
TSW Materials means materials, equipment, documents and other property of TSW.
2. Interpretation 1. 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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. 2. 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. 3. A reference to writing or written includes fax.
2. Basis of Contract 1. The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions. 2. The Order shall only be deemed to be accepted when TSW issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). 3. Any samples, drawings, descriptive matter or advertising issued by TSW 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. 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. 5. Any quotation given by TSW shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. Supply of Services 1. TSW shall supply the Services to the Client in accordance with the Engagement Letter in all material respects. 2. TSW shall use all reasonable endeavours to meet any performance dates specified in the Engagement Letter, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 3. TSW 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 TSW shall notify the Client in any such event. 4. TSW warrants to the Client that the Services will be provided using reasonable care and skill. 5. TSW shall not be responsible for the content or late delivery of any materials prepared by any third party supplier appointed by the Client.
4. Client’s Obligations 1. The client shall
1. ensure that the terms of the Order and any information it provides to be included in the Engagement Letter are complete and accurate; 2. co-operate, and ensure that any third party suppliers appointed by the Client from time to time co-operate, with TSW in all matters relating to the Services; 3. provide TSW, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by TSW; 4. provide TSW with such information and materials as TSW may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; 5. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; 6. not appoint a third party to supply the Services or services that are similar to the Services; 7. not deal directly with any third party supplier in respect of the Services without the prior written consent of TSW; and 8. comply with any additional obligations as set out in the Engagement Letter.
2. If TSW’s performance of any of its 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):
1. TSW shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays TSW’s performance of any of its obligations; 2. TSW shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from TSW’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 3. the Client shall reimburse TSW on written demand for any costs or losses sustained or incurred by TSW arising directly or indirectly from the Client Default.
5. Ownership and Custody of Material 1. The Client will keep and maintain all TSW Materials at the Client’s premises in safe custody at its own risk, maintain the TSW Materials in good condition until returned to TSW, and not dispose of or use the TSW Materials other than in accordance with TSW’s written instructions or authorisation. 2. TSW will keep and maintain all Client Materials at TSW’s premises in safe custody at its own risk, maintain the Client Materials in good condition until returned to the Client, and not dispose of or use the Client’s Materials other than in accordance with the Client’s written instructions or authorisation. 3. TSW shall be entitled to destroy Client Materials in its possession without the Client’s consent after giving the Client 20 Business Days’ written notice that it no longer requires the Client Materials, provided such notice shall not expire less than 12 months after the Client Materials first came into TSW’s possession or on the termination of the Contract, whichever is earlier.
6. Approvals and Authority 1. References in this clause 6 to written approval shall mean approval signified by:
1. fax, letter or purchase order on the Client’s notepaper signed by an Authorised Person; 2. email from the personal email address of an Authorised Person; or 3. oral approval by an Authorised Person provided this is in circumstances where time does not permit written approval and the said oral approval is confirmed within 1 Business Day in accordance with clause 6.1.1.
2. TSW shall submit to the Client for its written approval:
1. campaign plans; 2. media schedules for time, space and other facilities; and 3. estimates or quotations of the cost of media and other services together with terms of payment.
3. The Client’s written approval of the items at clause 6.2 will be TSW’s authority to make reservations and contracts for space, time and other facilities under the terms and conditions required by media or other suppliers. 4. TSW will advise the Client as soon as practicable of any changes in the estimated cost of media or any changes in plans, schedules or work in progress previously approved in writing by the Client. 5. TSW shall not be responsible for any delay in the performance of the Services resulting from the unavailability of an Authorised Person to provide written approval.
7 Charges and Payment 1. The Charges for the Services shall be as follows:
1. any commission or other charges specified in the Engagement Letter; 2. all media time and space at the published rates from time to time; 3. any expenses reasonably incurred by the individuals whom TSW engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses; 4. the cost of any services provided by third parties and required by TSW for the performance of the Services; and 5. the cost of any materials.
2. The cost to TSW of media, services or materials purchased overseas may be more or less than the cost anticipated at the date TSW orders the relevant media, services or materials as a result of fluctuations in the rate of currency exchange. TSW will charge the Client at the rate of currency exchange on the date TSW pays for the relevant media, services or materials, which shall be deemed as the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times. 3. TSW shall invoice the Client in accordance with the Engagement Letter. 4. All amounts payable by the Client 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 TSW to the Client, the Client shall, on receipt of a valid VAT invoice from TSW, pay to TSW such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 5. Subject to the Engagement Letter, the Client shall pay each invoice submitted by TSW:
1. within 30 days of the date of the invoice; and 2. in full and in cleared funds to a bank account nominated in writing by TSW, and 3. time for payment shall be of the essence of the Contract.
6. If the Client fails to make any payment due to TSW under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 7. Where a surcharge is levied by a media supplier against TSW for late payment as a consequence of late payment by the Client, the Client shall immediately reimburse to TSW the amount of such surcharge, together with any accrued interest charged by the media supplier in respect of the overdue amount. 8. The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). TSW may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by TSW to the Client. 9. In the event of TSW’s credit insurers revising or withdrawing their cover for the Client, TSW reserves the right to revise its terms of payment, including asking for payment in advance of media bookings and seeking guarantees from the Client. If it is not possible to reach agreement on suitable revised terms, TSW will have the right of termination at clause 12.4. 10. From the date of any request from TSW for payments in advance or guarantees from the Client pursuant to clause 7.9 to the earlier of:
1. the Client providing such requested items; or 2. the end of the Contract, all of TSW’s obligations in relation to the Services shall be automatically suspended.
8. Cancellations and Amendments 1. TSW reserves the right without prior notice to the Client:
1. to refuse or cancel any advertisement without giving a reason; 2. to make corrections or alterations to any advertisement it considers necessary or desirable; and 3. 8.1.3 to alter, cancel or postpone publication of any advertisement.
In such circumstances TSW will return any monies paid by the Client in respect of such advertisement.
2. TSW reserves the right to cancel, refuse or suspend an advertisement where the Client is not the advertiser and such Client refuses to identify either the advertiser or the goods or services that are the subject of the advertisement. In such circumstances, neither the Client nor the advertiser shall have any claim against TSW in respect of the cancellation, refusal or suspension of the advertisement and the Client shall be responsible for any loss suffered by TSW. 3. If the Client cancels or amends the Services, it must do so in writing and it shall pay to TSW:
1. the Charges in respect of any such Services; 2. any charges or expenses incurred by TSW or to which TSW is committed in respect of any such Services; 3. any charges imposed on TSW by third parties arising from the cancellation or amendment.
9. Intellectual Property Rights 1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by TSW. 2. Notwithstanding any disposition of the Intellectual Property Rights described in clause 9.1, TSW shall have a continuing right to use such rights for the purposes of promoting TSW and its services. 3. The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on TSW obtaining a written licence from the relevant licensor on such terms as will entitle TSW to license such rights to the Client. 4. The Client grants TSW the right free of charge to use such of the Client’s Intellectual Property Rights as TSW shall consider necessary to provide the Services. TSW shall have a continuing right to use such rights for the purposes of promoting TSW and its services. 5. The Client shall ensure that any domain names or Intellectual Property Rights used in connection with the Services do not infringe any third party rights and the Client shall indemnify and hold harmless TSW, its agents and employees from any liability, cost, loss, damages, award, settlement or other expense of any kind (including legal and professional fees) arising from any claim, demand or action alleging that such domain names or Intellectual Property Rights infringe any third party rights. 6. All TSW Materials are the exclusive property of TSW.
10 Limitation of Liability 1. Nothing in the Contract shall limit or exclude TSW’s liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 2. fraud or fraudulent misrepresentation; or 3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
2. Subject to clause 10.1, TSW shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
1. loss of actual or anticipated profits; 2. loss of sales or business; 3. loss of agreements or contracts; 4. loss of anticipated savings; 5. loss of use or corruption of software, data or information; 6. loss or damage to goodwill; and 7. any special, indirect or consequential loss, whether or not such loss or damage is foreseeable, foreseen or known.
3. Subject to clause 10.1, TSW’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid to TSW under the Contract in the preceding 12 months. 4. The Contract states the full extent of TSW’s obligations and liabilities in respect of the Services. The parties agree that any condition, warranty, representation or other term concerning the Services which might otherwise be implied into or incorporated in the Contract, whether by statute, common law or otherwise, including the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, is excluded to the fullest extent permitted by law. 5. TSW shall not be responsible for the content or late delivery of any materials prepared by any third party supplier appointed by the Client. 6. This clause 10 shall survive termination of the Contract.
11. Response 1. TSW shall use its reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:
1. the number, proportion or type of persons likely to be exposed to any media; 2. the number of exposures each person is likely to receive; and 3. the cost of achieving such exposures, however, TSW gives no warranty, guarantee or undertaking as to the accuracy of such estimates or targets or as to the actual results and TSW shall have no liability in respect of any loss suffered by the Client or any third party by reason of any reliance on such estimates or targets.
2. TSW gives no warranty, guarantee or undertaking whatsoever as to the level of response to an advertisement of any kind.
12 Termination 1. Without limiting its other rights or remedies and subject to any fixed term specified in the Engagement Letter, either party may terminate the Contract by giving the other party 3 months’ written notice. 2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 Business Days of that party being notified in writing to do so; 2. 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), 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; 3. 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 4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
3. Without limiting its other rights or remedies, TSW may terminate the Contract with immediate effect by giving written notice to the Client if:
1. the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 20 Business Days after being notified to make such payment; or 2. there is a change of Control of the Client.
4. TSW may terminate the Contract with immediate effect by giving written notice to the Client if:
1. TSW is unable to obtain normal credit insurance in respect of the Client; and 2. the Client has failed to provide advance payments and/or guarantees within 10 Business Days of TSW’s written request pursuant to clause 7.9.
5. Without limiting its other rights or remedies, TSW may suspend provision of the Services under the Contract or any other contract between the Client and TSW if the Client becomes subject to any of the events listed in clause 12.2.2 to clause 12.2.4 or TSW reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
13 Consequences of Termination 1. On termination of the Contract for any reason:
1. the Client shall immediately pay to TSW all of TSW’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, TSW shall submit an invoice, which shall be payable by the Client immediately on receipt; 2. the Client shall return all of the TSW Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then TSW 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; 3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 4. clauses which expressly or by implication survive termination shall continue in full force and effect.
2. Upon termination of the Contract and payment by the Client of all Charges due, TSW will give the Client reasonable cooperation in transferring, subject to the approval of third parties where required, all reservations, contracts and arrangements with media or other suppliers yet to be completed and subject to all rights and claims thereto. 3. Following termination of the Contract, the Client shall not use any campaign plan, media schedule or other Deliverables prepared by TSW for the Client without the prior written consent of TSW. TSW shall be entitled to charge a licence fee or royalties in respect of any such campaign plan, media schedule or Deliverables.
14 Law and Advertising Standards 1. The Client shall comply with all applicable laws including, but not limited to, the Advertising Regulations. 2. For the avoidance of doubt, TSW shall not be responsible for advising the Client in respect of compliance with the law, the Advertising Regulations or otherwise. 3. The Client shall be responsible for ensuring that any advertisement or Deliverable is not:
1. false or misleading; 2. contrary to any applicable law or code; or 3. in breach of the Advertising Regulations and it shall inform TSW without delay if the Client becomes aware of any such matter.
4. The Client shall be responsible for ensuring that any advertisement or Deliverable includes any disclaimers, warnings or public information required by law, code or regulation applicable. 5. The Client shall indemnify and hold harmless TSW, its agents and employees from any liability, cost, loss, damages, award, settlement or other expense of any kind (including legal and professional fees) arising from any claim, demand or action alleging that any advertisement or Deliverable is contrary to any law, code or regulation.
15 Financial Promotions 1. The Client shall be responsible for ensuring that it, and every Financial Promotion, complies with the FSMA and all relevant rules, regulations and guidance issued by the Financial Conduct Authority from time to time. 2. The Client warrants in relation to each Financial Promotion that:
1. the Client is an FSMA Authorised Person and that such Financial Promotion will be seen and approved by the Client for the purposes of section 21 of the FSMA prior to being communicated to any person; or 2. if the Client is not required to be an FSMA Authorised Person, that such Financial Promotion will be approved by an FSMA Authorised Person for the purposes of section 21 of the FSMA prior to being communicated to any person; or 3. such Financial Promotion is otherwise permitted by the FSMA.
16. Data Protection 1. Each party shall comply with the Data Protection Act 1998. 2. Each party shall ensure that any mailing list or customer database supplied to the other party complies with the requirements of all legislation in force from time to time, including, without limitation, the Data Protection Act 1998.
17 Non-solicitation 1. The Client will not, either on its own account or in partnership or association with any person, firm, company or organisation or otherwise, and whether directly or indirectly, during or for a period of 12 months from termination of the Contract solicit or entice away, or attempt to solicit or entice away (or authorise the taking of any such action by any other person), any employee of TSW who has worked on the Contract at any time during the last 12 months of the Contract.
18 General 1. Force majeure Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 2. Assignment and other dealings
1. TSW may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. 2. The Client shall not, without the prior written consent of TSW, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
3. Confidentiality
1. Subject to clause 18.3.2, each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or resulting from studies or surveys commissioned and paid for by the Client, in particular all marketing and sales information relating to the Client’s business which is supplied by the Client to TSW. 2. Each party may disclose the other party’s confidential information:
1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 18.3; and 2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. 4. Nothing in the Contract shall prohibit TSW from using as it sees fit any general marketing or advertising intelligence gained by TSW in the course of providing the Services. 5. TSW is subject to the requirements of the Freedom of Information Act 2000 and any subordinate legislation, codes of practice and guidance notes issued in respect of the Act (FOIA). In the event that TSW receives a Request for Information (as defined in FOIA) in respect of any part of the confidential information described in clause 18.3.1, TSW will notify the Client as soon as practicable and shall consult with the Client as to the requirement to respond to such Request for Information. TSW and the Client will assist and cooperate with one another to determine what information, if any, is required to be disclosed and which parts are exempt from disclosure. 4. Entire agreement
1. 18.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 2. Each party agrees that it shall have no remedies in respect of 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.
5. Variation No variation of the Contract shall be effective unless it is in writing and signed by a director of TSW and the Client. 6. Waiver A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
1. waive that or any other right or remedy; or 2. prevent or restrict the further exercise of that or any other right or remedy.
7. Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 8. Notices
1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or fax. 2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission. 3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9. Third parties No one other than a party to the Contract shall have any right to enforce any of its terms. 10. Dispute Resolution
1. If any claim or dispute arises under or in connection with the Contract, the parties will attempt to settle such claim or dispute by negotiation. 2. If any claim or dispute cannot be settled by negotiation within 21 days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the parties shall, before resorting to court proceedings, attempt to resolve the claim or dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. 3. If the parties have not settled any claim or dispute by mediation within 42 days from the initiation of the mediation, the dispute shall be referred to and finally resolved by the courts subject to clauses 18.11 and 18.12.
11. Governing law The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 12. 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.