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The Start of a Great Partnership
Compu b Corporate Solutions
As a leading provider of Apple Business Solutions in the UK and Ireland, our team will show you how a fresh approach to technology will change your company, improving productivity and delivering long-term savings.
By setting up an account with the Compu b Channel and Commercial team you can avail of these exclusive benefits:.
Dedicated and personalised account management / Competitive pricing / Finance Options / Employee Purchase Programs / A large range of brands and products to compliment your Apple hardware / A large range of brands and products to compliment your Apple hardware / Specialised corporate service and expert support.
We’ve made the process easy with this 3-step easy credit application. Simply fill in the form below and a member of our Corporate team will be in touch.
Terms and Conditions
COMPU b Limited – STANDARD TERMS & CONDITIONS OF SALE (UK)
1.1 The following definitions and rules of interpretation in these terms and conditions of sale apply herein.
“Buyer” means the legal entity, institution, body, person, or company that contracts to purchase Goods from Compu b Limited (herein also referred to as the “Company”). “Delivery Point” means the place where delivery of the Goods is to take place under condition 3. “Goods” means any goods, products or services agreed in any contract of sale between the Company and the Buyer to be supplied to the Buyer by the Company.
2. APPLICATION OF TERMS
2.1 Subject to any written agreement between the parties hereof, any sale and purchase of the Goods shall be concluded in lien with these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). In the event of any conflict between these conditions and a written agreement between the parties the terms of the written agreement shall prevail.
2.2 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these conditions.
2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.2.4 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.5 Goods are sold on the strict condition that they shall not be or allowed to be leased or rented or be sold under an exchange or repurchase scheme
other than as the Company (acting on its own behalf) or, if some or all of the Goods in question are being distributed on behalf of any third party (herein referred to as a "Rights Company"), any relevant Rights Company may allow from time to time by written notice, and that they shall not be sold without a similar condition being imposed on the subsequent buyer.
3.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's registered office or at such
other address as the Company and the Buyer mayagree.
3.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
3.3 Subject to the other provisions of these conditions the Company shall not be liable for any indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and /or similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods
3.4 If, for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:
(a) risk in the Goods shall pass to the Buyer (save for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, where upon the Buyer shall be liable for all related costs and expenses
(including, without limitation, storage & insurance costs).
3.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
3.6 The Company reserves the right to levy a surcharge on any order under a minimum net value as notified by the Company to the Buyer from time to time.
4. NON-DELIVERY AND RETURN OF GOODS
4.1 The quantity of any delivery or consignment of Goods as recorded by the Company on dispatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary within 72 hours of the receipt by the Buyer of the Goods.
4.2 Upon receipt by the Buyer of the Goods a visual check shall be made of all Goods and a check of the quantity & quality of the packaging, carton and / or pallet counts shall be made. At the earliest opportunity the Buyer will split down the Goods (if appropriate) and check to ensure that the correct Goods and quantities have been sent and to check for any damage. The Buyer shall give the Company evidence including photographic evidence in respect of any damage and non-conforming deliveries. Any discrepancies found on the delivery of Goods must be notified to the Company within 72 hours of receipt by the Buyer of the Goods. The photographic evidence furnished by the Buyer may be compared with the Company's evidence of dispatch includ ing date and time marked photographic evidence showing seals, security tape and/or binding.
4.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.
4.4 Requests from the Buyer for proof of delivery by the Company must be received within 7 days of delivery of the Goods. The Company reserves the right to charge for providing proof of delivery where the request is due to an administrative failure on the part of the Buyer.
4.5 Subject at all times to clause 4.2, the Buyer may return Goods that were received in a faulty or damaged condition, save through fault of the Buyer, within 28 days of the delivery of the Goods, and the Company shall either replace the Goods or issue the Buyer with a credit note equal to the price paid.
4.6 The Buyer may return Goods that are not faulty or damaged, but only being Goods remaining unused and in their original, clean, unopened outer packaging (and such being accepted as suitable for re-sale by the Company, at its sole discretion) and that have not since been re-sold by the Buyer, within 28 days of the original delivery of the Goods to the Buyer, and the Company may then issue the Buyer with a product exchange or a credit note.
4.7 The Buyer may return Goods that are not faulty or damaged, being Goods remaining unused and in their original, clean, but opened outer packaging (being accepted as generally suitable for potential but discounted re-sale by the Company, at its sole discretion) and that have not since been re-sold by the Buyer, within 14 days of the original delivery of the Goods to the Buyer, and the Company may then issue the Buyer with a credit note, subject to a minimum re-stocking charge of 10% of the price charged, but at all times at the Company’s discretion.
4.8 Credit will not be given on “Built-to-Order” Goods returned, notwithstanding clauses 4.5, 4.6 & 4.7, the return policies for certain Goods may differ to that set-out above and the Company shall notify the Buyer, of such instances where the returns policies are different to those set out in these terms and conditions. The enforceability of returns policies different to those set out above shall not be affected by the failure, if any, of the Company to notify the Buyer. For clarification, the Buyer should request details from the Company, but any credits will always remain solely at the discretion of the Company.
5. RISK/TITLE OF GOODS5.1 The Goods are at the risk (for insurance and other purposes) of the Buyer from the time of delivery.
5.2 Subject to clause 5.3, ownership of the Goods shall not pass to the Buyer until the Company has received in-full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are, or which have become, due to the Company from the Buyer on any account.
5.3 Notwithstanding clause 5.2, until ownership of the Goods has passed to the Buyer, the Buyer shall:(a) hold the Goods on a fiduciary basis on the Company's behalf;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property and in the event the Buyer obtains similar goods from any other supplier which cannot readily be distinguished from the Goods ("Similar Goods") the Buyer shall mark or label the Similar Goods to distinguish them from the Goods;
5.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:(a) any sale shall be affected in the ordinary course of the Buyer's business at full market value;
(a) the Buyer convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager or examiner appointed to its undertaking or any part thereof, or documents are filed with the court for the appointment of an examiner of the Buyer or
notice of intention to appoint an examiner is given by the Buyer or its directors or by a floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an examiner ship order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under any contract between the Company and the Buyer for the sale and purchase of the Goods, or is unable to pay its debts as they fall due or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods (subject to clause 5.2); or
(d) if any similar, corresponding or equivalent to the foregoing occurs anywhere in the world in respect of that Buyer or subsidiary thereof or a holding company or subsidiary.5.6 The Company shall be entitled to recover payment for the Goods upon transfer of ownership of the Goods from the Company.
5.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
5.9 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods, which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
5.10 On termination of any contract between the Company and the Buyer for the sale and purchase of the Goods, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 5 shall remain in effect.
6.1 The net price quoted for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, if applicable; all of such amounts the Buyer shall hereby agree to pay, in addition when it is due to pay for the Goods, if so applicable and so reasonably charged by the Company. The gross price for the Goods inclusive of value added tax will also be quoted on our sales orders if applicable.
7.5 The Buyer shall make all payments due in full without any deduction. 8. LIMITATION OF LIABILITY
8.1 Subject to condition 3 and condition 4, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Buyer in
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the sale and purchase ofthe Goods.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these conditions and any contract between the Company and the Buyer for the sale and purchase of the Goods.
8.3 Nothing in these conditions excludes or limits the liability of either party:(a) for death or personal injury caused by the Company's negligence; or
8.4 Subject to condition 8.2 and condition 8.3:(a) Either Party's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the sale and purchase of the Goods shall be limited to the price provided for therein; and
9.1 Neither Party shall assign any contract between the Company and the Buyer for the sale and purchase of the Goods or any part thereof to any person,
firm or company without prior written consent.
10. FORCE MAJEURE
The Company reserves the right to defer the date of delivery and /or to cancel the sale of the Goods or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances b eyond the reasonable control of the Company including, without limitation, acts of God (including severe weather conditions), governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate any contract between the Company and the Buyer for the sale and purchase of the Goods.
11.1 Each right or remedy of the Company under these conditions is without prejudice to any other right or remedy whether under such contract or not.
11.2 If any provision of these conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these conditions and the remainder of such provision shall continue in full force and effect.11.3 Failure or delay in enforcing any provision of these conditions shall not be construed as a waiver of any of rights under these conditions.
11.5 The formation, existence, construction, performance, validity and all aspects of these conditions shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
11.6 Headings to any of these conditions are included to facilitate reference only and shall not affect the construction thereof.
(1) Compu b LTD (trading as “Compu b”) incorporated and registered in England and Wales with company number 07034450
whose registered office is at 23 Erica Road, Stacey Bushes, Milton Keynes, MK12 6HS
(“Compu b”); and
(2) The applicant.
The parties intend to enter into discussions relating to the Purpose which will involve the disclosure of confidential information from Compu b to the Recipient.
The parties have agreed to comply with this Agreement in connection with the disclosure and use of Confidential Information.
“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Confidential Information” has the meaning given in clause 2.
“Group” in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
“Group Company” in relation to a company, any member of its Group.
“holding company” has the meaning give in clause 1.2.5.
“Purpose” to keep information agreed between both parties confidential.
“Recipient” Recipient, being the party that receives Confidential Information, directly or indirectly, from Compu b.
“Representative” in relation to each party:
(a) its officers and employees and those of its Group Company that need to
know the Confidential Information for the Purpose;
(b) its professional advisers or consultants who are engaged to advise that party
in connection with the Purpose;
(c) its contractors and sub
-contractors engaged by that party in connection with the Purpose; and
(d) any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.
“subsidiary” has the meaning give in clause 1.2.5
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.
1.2.2 Any words following the terms including, include, in particular:
for exampleor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in
that other company are registered in the name of another person (or its nominee) by way of security or in connection with the taking of security;
2 Confidential Information
2.1 Confidential Information means all confidential information relating to the Purpose which Compu b or its Representatives or its Group Company, or their Representatives
directly or indirectly discloses to the Recipient or its Representatives or its Group Company, or their Representatives. This includes:
2.1.1 the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;
2.1.2 the existence and terms of this Agreement;
2.1.3 all confidential or proprietary information relating to:
18.104.22.168the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of Compu b or of Compu b’s Group Company; and
22.214.171.124 the operations, processes, product information, know-how, technical information, designs, trade secrets or software of Compu b, or of Compu b’s Group Company;
2.1.4 any information, findings, data or analysis derived from Confidential Information;
2.1.5 any other information that is identified as being of a confidential or proprietary nature; and
2.1.6 any information detailed in Schedule 1,but excludes any information referred to in clause
2.2 Information is not Confidential Information if:
2.2.1 it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or its
Representatives in breach of this Agreement (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information); or
2.2.2 it was available to the Recipient on a non-confidential basis prior to disclosure by Compu b; or
2.2.3 it was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient’s knowledge, is not under any confidentiality obligation in respect of that information; or
2.2.4 it was lawfully in the possession of the Recipient before the information was disclosed by Compu b; or
2.2.5 it is developed by or for the Recipient independently of the information disclosed by Compu b; or
2.2.6the parties agree in writing that the information is not confidential.
3 Confidentiality Obligations
In return for Compu b making Confidential Information available to the Recipient, the Recipient undertakes to Compu b that it shall:
3.1.1 keep the Confidential Information secret and confidential;
3.1.2 not use or exploit the Confidential Information in any way except for the Purpose;
3.1.3 not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this Agreement;
3.1.4 not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of Compu b;
3.1.5 not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business;
3.1.6 apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use;
3.1. 7keep a written record of:
126.96.36.199 any document or Confidential Information received from Compu b in tangible form; and
188.8.131.52 any copies made of the Confidential Information; and
3.1.8 ensure that any document or other records containing Confidential
Information shall be kept at its premises and shall not
remove or allow those documents and records to be moved from those
3.2 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by Compu b from time to time) to safeguard the Confidential Information from unauthorised access or use.
4 Permitted Disclosure
4.1 The Recipient may disclose the Confidential Information to its Representatives on the basis that it:
4.1.1 informs those Representatives of the confidential nature of the Confidential Information before it is disclosed;
4.1.2 procures that those Representatives comply with the confidentiality obligations in clause
4.1.3 keeps a written record of those Representatives.
4.2 The Recipient shall be liable for the actions or omissions of the Representatives in relation to the Confidential Information as if they were the actions or omissions of the Recipient.
5 Mandatory Disclosure
5.1 Subject to the provisions of this clause 5, the Recipient may disclose Confidential information to the minimum extent required by:
5.1.1 an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction; or
5.1.2 the rules of any listing authority or stock exchange on which its shares are listed or traded; or
5.1.3 the laws or regulations of any country to which its affairs are subject.
5.2 Before the Recipient discloses any Confidential Information pursuant to clause 5.1it shall, to the extent permitted by law give Compu b as much notice of this disclosure
as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2, the Recipient shall take into account Compu b’s requests in relation to the content of this disclosure.
5.3 If the Recipient is unable to inform Compu b before Confidential Information is disclosed pursuant to clause 5.1, it shall, to the extent permitted by law, inform Compu b
of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicableafter such disclosure has been made.
6 Return or Destruction of Confidential Information
6.1 If so requested by Compu b at any time by notice in writing to the Recipient, the
Recipient shall promptly:
6.1.1destroy or return to Compu b all documents and materials (and any copies) containing, reflecting, incorporating or based on Compu b’s Confidential Information;
6.1.2 erase all the Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form;
6.1.3 erase all the Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
6.1.4 certify in writing to Compu b that it has complied with the requirements of this clause 6.1.
6.2 Nothing in clause 6.1shall require the Recipient to return or destroy any documents and materials containing or based on the Confidential Information that the Recipient
is required to retain by applicable law, or to satisfythe requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock
exchange, to which it is subject. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause
7 Reservation of Rights and Acknowledgement
7.1 Compu b reserves all rights in its Confidential Information. The disclosure of Confidential Information by Compu b to the Recipient does not give the Recipient or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this Agreement.
7.2 Except as expressly stated in this Agreement, Compu b makes no express or implied warranty or representation concerning its Confidential Information, including but not
limited to the accuracy or completeness of the Confidential Information.
7.3 The disclosure of Confidential Information by Compu b shall not form any offer by, or representation or warranty on the part of, Compu b to enter into any further agreement with the Recipient in relation to the Purpose or the development or supply of any products or services to which the Confidential Information relates to.
8 Inadequacy of Damages
Without prejudice to any other rights or remedies that Compu b may have, the Recipient acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the other party. Accordingly, Compu bshall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement by the Recipient.
9 No Obligation to Continue Discussions
Nothing in this Agreement shall impose an obligation on Compu b to continue discussions or
negotiations in connection with the Purpose, or an obligation on
Compu b, or its Group Company to disclose any information (whether Confidential Information or otherwise) to the Recipient.
10 Ending Discussions and Duration of Confidentiality Obligations
10.1 If Compu b decides not to continue to be involved in the Purpose with the Recipient, it shall notify the Recipient in writing immediately.
10.2 Notwithstanding the end of discussions between the parties in relation to the Purpose pursuant to clause 10.1, each party’s obligations under this Agreement shall continue in full force and effect for a period of [five years] from the date of this Agreement.
10.3 The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.
11 No Partnership or Agency
11.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any party the agent
of another party, nor authorise any party to make or enter into any commitments for
or on behalf of any other party.
11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other
12.1 Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
12.2 Entire agreement.
12.2.1 This Agreement 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.
12.2.2 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatementbased on any statement in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement 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 this Agreement.
12.6.1 Any notice or other communication given to a party under or in connection with this Agreement 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, e-mail.
12.6.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause
12.6.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.7 Third party rights.
No one other than a party to this Agreement shall have any right to enforce any of its terms.
12.8 Governing law.
This Agreement 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.
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 this Agreement or its subject matter or formation.This Agreement has been entered intoon the date stated at the beginning of it.