Terms and Conditions

The Customer’s attention is particularly drawn to the provisions of clause 9.

1. INTERPRETATION
   1. Definitions. In these Conditions, the following definitions apply:
      • Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      • Charges: the charges payable by the Customer for the supply of the Vehicle in accordance with clause 4.
      • Commencement Date: has the meaning set out in clause 2.2.
      • Conditions: these terms and conditions as amended from time to time in accordance with clause 14.8.
      • Consumables: hand wash and tissue (amongst other things) supplied with the Vehicle as set out in clause 5.4.
      • Contract: the contract between the Lessor and the Lessee for the hire of the Vehicle in accordance with these Conditions.
      • Delivery: the transfer of physical possession of the Vehicle from time to time to the Lessee at the Site.
      • Deposit: the deposit amount set out on the Order Form.
      • Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
      • Lessee: the company or individual who has hired the Vehicle from  the Lessor.
      • Lessor: Up and Running Facilities Limited registered in England and Wales with company number: 6523706.
      • Order: the Lessees order for the Vehicle and provided on the Order Form.
      • Order Form: the form setting out the Lessee’s order for the Vehicle including details of rental period and charges.
      • Site: the Lessee’s premises as set out on the Order Form.
      • Rental Payments: the payments made by or on behalf of Lessee for hire of the Vehicle.
      • Rental Period: the period of hire as set out on the Order Form.
      • Specification: the description of the Vehicle provided by the Lessor to the Lessee.
      • Total Loss: due to the Lessee’s default the Vehicle is, in the Lessor’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
      • Vehicle: the product hired by the Lessee from the Lessor as set out on the Order Form.
   2. Construction. In these Conditions, the following rules apply:
      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. a reference to a party includes its personal representatives, successors or permitted assigns;
      3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re­ enacted;
      4. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      5. a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
   1. The Order constitutes an offer by the Lessee to hire the Vehicle in accordance with these Conditions.
   2. The Order shall only be deemed to be accepted when the Lessor issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
   3. The Contract constitutes the entire agreement between the parties. The Lessee acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Lessor which is not set out in the Contract.
   4. Any samples, drawings, descriptive matter or advertising issued by the Lessor, and any descriptions or illustrations contained in the Lessor’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Vehicle described in them. They shall not form part of the Contract or have any contractual force, nor do they constitute any representation or guarantee as to the type, quality or particular specification of the Vehicle.
   5. These Conditions apply to the Contract to the exclusion of any other terms that the Lessee seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   6. Any quotation given by the Lessor shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue.
3. VEHICLE HIRE
   1. The Lessor shall hire the Vehicle to the Lessee subject to the terms and conditions of this agreement.
   2. The Lessor shall not, other than in the exercise of its rights under this agreement or applicable law, interfere with the Lessee’s quiet possession of the Vehicle.
4. RENTAL PAYMENTS AND DEPOSIT
   1. The Lessee shall pay the Rental Payments to the Lessor in accordance with the Order Form. The payment is to be made via BACS within 14 days of the date of any invoice provided by the Lessor to the Lessee.
   2. The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee at the rate and in the manner from time to time prescribed by law.
   3. All payments to be made by either party under the Contract shall be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.
   4. If the Lessee fails to pay any Rental Payments or any other sums payable under the Contract by the due date for payment under the Contract then, without limiting the Lessor’s rights under clause 10.1, the Lessee shall pay interest on such sums for the period from and including the due date of payment up to the actual date of payment, whether before or after judgment. The interest shall be paid at the rate of eight per cent (8%) per annum above the base rate from time to time of the Bank of England.
   5. The Deposit is a deposit against default by the Lessee  of  payment  of  any Rental Payments or any loss of  or  damage  caused  to  the  Vehicle.  The  Lessee shall, on the date the Contract is entered into, pay the Deposit to the Lessor. Jf the Lessee fails to make any Rental Payments in accordance with the Order Form, or causes any loss or damage to the Vehicle (in whole or in part), the Lessor shall be entitled to apply the Deposit against such default, loss or damage. The Lessee shall pay to the Lessor any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. The Deposit (or balance thereof) shall be refundable within five (5) Business Days of the end of the Rental Period.
   6. Cancellations must be made in writing to the Lessor at least 24 hours before the Rental Period is due to start. For the avoidance of doubt, any  cancellations made after this time will be charged at the full hire rate as set out on the Order Form.
   7. The Lessor accepts no responsibility for loss or damage to any personal property belonging to the Lessee.
5. DELIVERY
   1. Delivery of the Vehicle shall be made by the Lessor at the Site. The Lessor shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties, however delivery shall not be of the essence.  Title and risk in the Vehicle shall transfer in accordance with clause 6 of this agreement.
   2. The Lessee shall procure that a duly authorised representative of the Lessee shall be present at the Delivery of the Vehicle. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Lessee has examined the Vehicle and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by the Lessor, the Lessee’s duly authorised representative shall sign a receipt confirming such acceptance.
   3. The Lessor reserves the right to refuse to hand over a Vehicle to any person who in their opinion is not suitable to take charge of the Vehicle.
   4. A sufficient amount of Consumables for the hire period is included in the hire cost. Additional Consumables will be charged to the Lessee.
   5. A full bottle of gas will be provided upon Delivery which will be included in the charges. Subsequent bottles will be supplied at an additional charge.
6. TITLE, RISK AND INSURANCE
   1. The Vehicle shall at all times remain the property of the Lessor, and the Lessee shall have no right, title or interest in or to the Vehicle (save the right to possession and use of the Vehicle subject to these terms and conditions of this agreement).
   2. The risk of loss, theft, damage or destruction of the Vehicle shall pass to the Lessee on Delivery. The Vehicle shall remain at the sole risk of the Lessee during the Rental Period and any further term during which the Vehicle is in the possession, custody or control of the Lessee (Risk Period) until such time as the Vehicle is collected by the Lessor.
   3. The Lessee shall give immediate written notice to the Lessor in the event of any loss, accident or damage to the Vehicle or arising out of or in connection with the Lessee’s possession or use of the Vehicle.
7. LESSEE’S RESPONSIBILITIES
   1. The Lessee shall during the term of hire:
      1. ensure that the Vehicle is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;
      2. take such steps (including compliance with all safety and usage instructions provided by the Lessor) as may be necessary to ensure, so far as is reasonably practicable, that the Vehicle is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
      3. maintain at its own expense the Vehicle in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Vehicle;
      4. make no alteration to the Vehicle and shall not remove any existing component(s) from the Vehicle without the prior written consent of the Lessor unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Vehicle shall vest in the Lessor immediately upon installation;
      5. keep the Lessor fully informed of all material matters relating to the Vehicle;
      6. permit the Lessor or its duly authorised representative to inspect the Vehicle at all reasonable times and for such purpose to enter upon the Site or any premises at which the Vehicle may be located, and shall grant reasonable access and facilities for such inspection;
      7. maintain operating and maintenance records of the Vehicle and make copies of such records readily available to the Lessor, together with such additional information as the Lessor may reasonably require;
      8. not, without the prior written consent of the Lessor, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Vehicle or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
      9. not suffer or permit the Vehicle to be confiscated, seized or taken out of  its possession or control under any distress, execution or other legal process, but if the Vehicle is so confiscated, seized or taken, the Lessee shall notify the Lessor and the Lessee shall at its sole expense use its best endeavours to procure an immediate release of the Vehicle and shall indemnify the Lessor on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
      10. not use the Vehicle for any unlawful purpose;
      11. not allow pets in the Vehicle;
      12. not allow anyone to smoke in the Vehicle;
      13. ensure that at all times the Vehicle remains identifiable as being the Lessor’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Vehicle;
      14. pay all fines, congestion charges, green taxes (e.g. LEZ) or parking fines incurred while the Vehicle is in the Lessees possession.
      15. deliver up the Vehicle at the end of the Rental Period or on earlier termination of this agreement at such address as the Lessor requires, or if necessary allow the Lessor or its representatives access to the Site or any premises where the Vehicle is located for the purpose of removing the Vehicle. Until the Vehicle is vacated the Lessee will be charged at  the daily rate (as set out on the Order Form) plus any expenses incurred by the Lessor; and
   2. The Lessee acknowledges that the Lessor shall not be responsible for any loss of or damage to the Vehicle arising out of or in connection with any negligence, misuse, mishandling of the Vehicle or otherwise caused by the Lessee or its officers, employees, agents and contractors, and the Lessee undertakes to indemnify the Lessor on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Lessee to comply with the terms of this agreement.
8. WARRANTY
   1. The Lessor warrants that the Vehicle shall substantially conform to its Specification (as made available by the Lessor), be of satisfactory quality and fit for any purpose held out by the Lessor. If the Lessee’s booking has to be cancelled, the Lessor will endeavour to provide a suitable replacement or return the Deposit to the Lessee. The Lessor shall use all reasonable endeavours to remedy, free of charge, any material defect in the Vehicle which manifests itself within ten (10) Business Days from Delivery, provided that:
      1. the Lessee notifies the Lessor of any defect in writing within five (5) Business Days of the defect occurring;
      2. the Lessor is permitted to make a full examination of the alleged defect;
      3. the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Lessor’s authorised personnel;
      4. the defect did not arise out of any information, design or any other assistance supplied or furnished by the Lessee or on its behalf; and
      5. the defect is directly attributable to defective material, workmanship or design.
   2. Insofar as the Vehicle comprises or contains equipment or components which were not manufactured or produced by the Lessor, the Lessee shall be entitled only to such warranty or other benefit as the Lessor has received from the manufacturer.
   3. If the Lessor fails to remedy any material defect in the Vehicle in accordance with clause 8.1, the Lessor shall, at the Lessee’s request, accept the return of part or all of the Vehicle and make an appropriate reduction to the Rental Payments payable during the remaining term of the agreement and, if relevant, return any Deposit (or any part of it).
9. LIABILITY – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS
   1. Without prejudice to clause 9.2, the Lessor’s maximum aggregate liability for breach of this contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the amount paid by the Lessee under the Contract.
   2. Nothing in these terms and conditions shall exclude or in any way limit:
      1. either party’s liability for death or personal injury caused by its own negligence;
      2. either party’s liability for fraud or fraudulent misrepresentation; or
      3. any other liability which cannot be excluded by law.
   3. This agreement sets forth the full extent of the Lessor’s obligations and liabilities in respect of the Vehicle and its hiring to the Lessee. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Lessor except as specifically stated in this contract. Any condition, warranty or other term concerning the Vehicle which might otherwise be implied into or incorporated within this  agreement, whether by statute, common law or otherwise, is expressly excluded.
   4. Without prejudice to clause 9.2, neither party shall be liable under this agreement for any:
      1. loss of profit;
      2. loss of revenue;
      3. loss of business; or
      4. indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
   5. For the avoidance of doubt, the Lessor accepts no responsibility for any loss, damage or expense in incurred by the Lessee which occurs as a result of any accident within or outside of the Vehicle whilst using equipment associated with the Vehicle
10. TERMINATION
    1. The Lessor may, without prejudice to any other right or remedy which may be available to it, terminate the contract immediately by written notice to the Lessee if:
       1. the Lessee defaults in any of its payment obligations;
       2. the Lessee commits a material breach of this contract which breach is irremediable, or which breach (if remediable) is not remedied within five (5) Business Days after the service of written notice from the Lessor requiring it to do so;
       3. the Lessee 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; or
       4. the Lessee 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.
    2. This agreement shall automatically terminate if a Total Loss occurs in relation to the Vehicle.
    3. Upon termination of the contract, however caused:
       1. the Lessor’s consent to the Lessee’s possession of the Vehicle shall terminate and the Lessor may, by its authorised representatives, without notice and at the Lessee’s expense, retake possession of the Vehicle and for this purpose may enter the Site or any premises at which the Vehicle is located; and
       2. without prejudice to any other rights or remedies of the Lessee, the Lessee shall pay to the Lessor on demand:
          1. all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4;
          2. any costs and expenses incurred by the Lessor in recovering the Vehicle and/or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
    4. Upon termination of this contract pursuant to clause 10.1, any other repudiation of these terms and conditions by the Lessee which is accepted by the Lessor or pursuant to clause 10.2, without prejudice to any other rights or remedies of the Lessor, the Lessee shall pay to the Lessor on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the contract had continued from the date of such demand to the end of the Rental Period, less a discount for accelerated payment at the percentage rate set out on the Order Form;
    5. The sums payable pursuant to clause 10.4 shall be agreed compensation for the Lessor’s loss and shall be payable in addition to the sums payable pursuant to clause 10.3b). Such sums may be partly or wholly recovered from any Deposit.
    6. Termination of these terms and conditions shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.
11. CONFIDENTIALITY
    1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its Vehicle which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.
12. LESSEE’S INSOLVENCY OR INCAPACITY
    1. If the Lessee becomes subject to any of the events listed in clause 12.2, or the Lessor reasonably believes that the Lessee is about to become subject to any of them and notifies the Lessee accordingly, then, without limiting any other right or remedy available to the Lessor, the Lessor may cancel or suspend all further deliveries under the Contract or under any other contract between the Lessee and the Lessor without incurring any liability to the Lessee, and all outstanding sums in respect of Vehicle delivered to the Lessee shall become immediately due.
    2. For the purposes of clause 12.1, the relevant events are:
       1. the Lessee suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
       2. the Lessee 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;
       3. (being a company) 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 the Lessee, other than for the sole purpose of a scheme for a solvent amalgamation of the Lessee with one or more other companies or the solvent reconstruction of the Lessee;
       4. (being an individual) the Lessee is the subject of a bankruptcy petition or order;
       5. a creditor or encumbrancer of the Lessee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
       6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Lessee;
       7. (being a company) a floating charge holder over the Lessee’s assets has become entitled to appoint or has appointed an administrative receiver;
       8. a person becomes entitled to appoint a receiver over the Lessee’s assets or a receiver is appointed over the Lessee’s assets;
       9. any event occurs, or proceeding is taken, with respect to the Lessee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 4.2 to clause 4.2h (inclusive);
       10. the Lessee suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
       11. the Lessee’s financial position deteriorates to such an extent that in the Lessor’s opinion the Lessee’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
       12. (being an individual) the Lessee dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
    3. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
13. CONSEQUENCES OF TERMINATION
    1. On termination of the Contract for any reason:
       1. the Lessee shall immediately pay to the Lessor all of the Lessor’s outstanding unpaid invoices and interest and, in respect of Vehicle supplied but for which no invoice has been submitted, the Lessor shall submit an invoice, which shall be payable by the Lessee immediately on receipt;
       2. the Lessee shall make available for collection the Vehicle. If the Lessee fails to do so, then the Lessor may enter the Lessee’s premises and take possession of them. Until they have been returned, the Lessee 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 not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
       4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. GENERAL
    1. Force majeure:
    2. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. Assignment and subcontracting:
       1. The Lessor may at any time assign, transfer, charge, subcontract  or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
       2. The Lessee shall not, without the prior written consent of the Lessor, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
    3. Notices:
       1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
       2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
       3. This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
    4. Waiver:
       1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
       2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
    5. Severance:
       1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
       2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in anyway.
    7. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
    8. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Lessor.
    9. Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non­ contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.