Terms & Conditions For Mobiles
The Customer’s attention is particularly drawn to the provisions of Condition 11.
Please note that if the Customer contacts the Dealer by telephone all calls are recorded for quality and training purposes
1.1 Definitions. In these Conditions, the following definitions apply:
Administration Fee: the amount of £50 per Line.
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Buyout: has the meaning set out in Condition 9.1.
Cancellation Fees: has the meaning set out in Condition 12.5
Commencement Date: has the meaning set out in Condition 2.3.
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Dealer and the Customer for the supply of the Products and Services in accordance with these Conditions.
Customer: the person or firm named as the Customer on the Order.
Dealer: Ice Telecommunications Ltd. registered in England and Wales with company number 09180490.
Deal Incentives: incentives offered by the Dealer in respect of certain Products and/or Network Services as confirmed in writing to the Customer by the Dealer.
Delivery Location: has the meaning set out in Condition 4.3.
Force Majeure Event: has the meaning given to it in Condition 16.1(a).
Initial Contract Term: the term as set out in the Order and as extended in accordance with Condition 15.3.
Loss Of Revenue Fee: the amount of £250 per Line.
Minimum Period: the minimum period the Customer is tied into the Network Contract for.
Network Contract: has the meaning set out in Condition 2.2.
Network Provider: the relevant network provider with whom the Customer is entering into a contract with for the supply of the Network Services.
Network Services: the supply of telecommunications or data services provided by a Network Provider.
Package Upgrade: an upgrade of the Network Contract in accordance with Condition 15.
Products: smartphones, mobile devices, wireless data products, accessories and other related products available from the Dealer.
Order: the Customer’s order for the supply of Products and/or Services, as set out in the Customer’s purchase order form.
RRP: means the retail price for the Products determined by the Dealer.
Services: the services provided by the Dealer under these terms as set out in the Order.
Termination Fees: has the meaning set out in Condition 9.3.
1.2 Construction. In these Conditions, the following rules apply :
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) 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;
(d) 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
(e) a reference to writing or written includes faxes and e-mails.
Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Products and/or Network Services in accordance with these Conditions.
2.2 The Customer acknowledges that the Customer’s contract for the Network Services is not with the Dealer but is a separate contract with the Network Provider (Network Contract) and the Customer is liable for all payments due under the Network Contract.
2.3 The Order shall only be deemed to be accepted when the Dealer issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Dealer which is not set out in the Contract.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Dealer shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3.1 All quotations are based solely on the information provided by the Customer to the Dealer.
3.2 All tariff/bundle values on the quotation are exclusive of current Value Added Tax.
3.3 All Deal Incentives included on the quotation are inclusive of current Value Added Tax
3.4 The Dealer reserves the right to withdraw/amend a quotation at any time.
Products Services Availability and Delivery
4.1 Any samples, drawings, descriptive matter or advertising issued by the Dealer and any descriptions of the Products or illustrations or descriptions of the Network Services contained in the Dealer’s catalogues or brochures or on the Dealer’s website are issued or published for the sole purpose of giving an approximate idea of the Network Services and/or Products described in them. They shall not form part of the Contract or have any contractual force.
4.2 All Products and Network Services advertised by the Dealer in catalogues, brochures or on the Dealer’s website are subject to availability and the Dealer reserves the right without liability or earlier notice to change discontinue or to cease availability of certain Products or Network Services.
4.3 The Dealer shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Dealer notifies the Customer that the Products are ready.
4.4 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
4.5 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. The Dealer shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Dealer with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.6 A manufacturer’s limited warranty offered for Products will be included in the user guide or included in the Product packaging. For details of the applicable terms and conditions, please refer to the manufacturer’s warranty.
4.7 The Provision of the Services is subject to the Network Provider agreeing to provide the Customer with a Network Contract. If the Network Provider does not agree the Dealer may terminate the Contract and shall not be liable to the Customer for any losses which may arise from such termination. Following termination in accordance with this condition, the provisions of Condition 12.5 shall apply.
4.8 The Dealer shall be under no obligation to process any Package Upgrades that become due during the term of the Network Contract but where the Dealer agrees to process a Package Upgrade the Dealer does not give any guarantee as to the make or model of handsets provided pursuant to the Package Upgrade and the Customer acknowledges that they understand a Package Upgrade does not mean they will receive an upgraded mobile handset.
Title and risk
5.1 The risk in the Products shall pass to the Customer on completion of delivery.
5.2 Title to the Products shall not pass to the Customer until the Contract has been fulfilled in full and all sums due to the Dealer as per the Contract terms have been paid in full.
5.3 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in Condition 12.1(b) to Condition 12.1(l), or the Dealer reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Dealer may have, the Dealer may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
6.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Dealer in all matters relating to the Network Services including (but without limitation) providing to the Dealer any information requested by the Dealer;
(c) only use the Products in conjunction with the Network Services and the Network Contract;
(d) comply with all the terms of the Network Contract including (but without limitation) terms for payment;
(e) comply with the Network Provider’s usage policy at all times;
(f) send to the Dealer all mobile phone handsets from the Customer’s previous mobile phone contracts at such time that they are no longer required for disposal by the Dealer;
(g) setup full party access with the Network Provider to enable the Dealer to access all information relating to the Network Contract;
(h) setup on-line billing when the Customer has fifteen or more mobile devices connected with a Network Provider and where the Network Provider offers on-line billing;
(i) not enter into any agreement with any other dealer or third party advisor without the prior written consent of the Dealer;
(j) will send back to the Dealer the signed hardcopy of the Network Contract within fourteen days of the Network Contract being sent by the Dealer to the Customer; and
(k) where the Customer is required to return any mobile phone handset or any Products pursuant to these terms and conditions the Customer will:
(i) provide the Dealer with any codes required to unlock any handset so returned; and
6.2 Where the Customer fails to comply with any of the conditions 6.1(a) through to condition 6.1(k) the Dealer will be under no obligation to make any payment to the Customer for any Deal Incentives or Termination Fees.
6.3 Where the Customer fails to comply with condition 6.1(f) a fee of £150.00 per non returned handset will be deducted from any amounts owed by the Dealer to the Customer.
6.4 Where the Customer fails to comply with condition 6.1(k) the Customer will be charged £250 per handset which has be returned without the necessary passwords being provided to the Dealer and such sum shall be deducted from any monies owed by the Dealer to the Customer.
6.5 For the avoidance of the doubt any breach by the Customer of any of the obligations set out in conditions 6.1(a) through to condition 6.1(k) shall be a material breach of contract and shall entitle the Dealer to terminate the contract in accordance with condition 12.1(a).
Charges and payment
7.1 The price for the Products and/or Services shall be the price set out in the Order or, if no price is quoted, the price shall be the price set out in the Dealer’s published price list as at the date of delivery. The price of the Products is exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be paid by the Customer when it pays for the Products.
7.2 In addition to the payment outlined in Condition 7.1 the Customer shall also pay to the Dealer:
(a) a fee of £25.00 for each Porting Authorisation Code (PAC) requested by the Customer; and
(b) a fee of £250 per Line.
7.3 The Customer shall pay each invoice submitted by the Dealer:
(a) within 7 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Dealer, and
time for payment shall be of the essence of the Contract.
7.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Dealer to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Dealer, pay to the Dealer such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.
7.5 Without limiting any other right or remedy of the Dealer, if the Customer fails to make any payment due to the Dealer under the Contract by the due date for payment (Due Date), the Dealer shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the
then current TSB’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
7.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Dealer in order to justify withholding payment of any such amount in whole or in part. The Dealer may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Dealer to the Customer.
7.7 The company reserves the right to send overdue invoices (or reassign previously factored invoices & send them) to a debt recovery company of its choosing, with any additional fees payable to be borne by the customer.
8.1 The Dealer offers Deal Incentives with selected Products and Network Services. If the Contract includes Deal Incentives then the following terms will apply.
8.2 The Dealer shall be under no obligation to pay any Deal Incentives to the Customer unless the Dealer receives a valid hardcopy invoice from the Customer.
8.3 Following receipt of an invoice given to the Dealer in accordance with Condition 8.2 (and subject to Condition 8.4) the Dealer shall start to pay monthly discounts after 90 working days. The discounts will be credited on a monthly basis calculated by dividing the total line rental discount stated on the contract/purchase order and dividing it by the number of months the discount is agreed for (the review point).
8.4 If the Customer cancels the Contract or the Network Contract or is in default of its’ obligations pursuant to Condition 6.1 the Dealer shall be under no obligation to pay any Deal Incentives to the Customer and where such Deal Incentives have already been paid to the Customer the Dealer shall be entitled to claw-back the total amount of any Deal Incentives paid to the Customer.
8.5 In the event the Dealer is entitled to claw-back any Deal Incentives paid to the Customer pursuant to Condition 8.4 the Dealer shall submit to the Customer an invoice detailing the amount the Dealer is clawing back and the Customer shall pay such invoice within 7 days of receipt of the same and if the Customer fails to pay the amount due within 7 days the Dealer shall be entitled to charge interest in accordance with Condition 7.5. Time for payment shall be of the essence of the Contract.
9.1 The Dealer may offer to buy the Customer out of their current Network Contract before the end of the Minimum Period to allow the customer to enter into a new Network Contract with a new Network Provider (Buyout) and the Order shall state whether the Dealer will offer a Buyout.
9.2 The Dealer shall be under no obligation to perform a Buyout even if a Buyout is stated on the Order but if the Dealer chooses to perform a Buyout the provisions of this Condition 9 shall apply.
9.3 On the Order it will stipulate the amount the Dealer will pay to the Customer following a Buyout (Termination Fee).
9.4 If the dealer agrees to buy out your contract, then the first payment will be made within 90 business days of invoice. The dealer reserves the right to split your buyout payment in to instalments across the length of your contract.
9.5 The Termination Fee will be payable to the Customer for the sole purpose of the Customer paying the Termination Fee to the Customer’s current Network Provider. Upon the Customer receiving the Termination Fee the Customer will pay the Termination Fee to their current Network Provider.
9.6 The Dealer shall only be obliged to pay the Customer the Termination Fee and shall not be liable for any shortfall between the Termination Fee and the amount the Network Provider requests in settlement of a Network Contract which is subject to a Buyout. For the avoidance of doubt the Customer is liable for any such shortfall and will pay the shortfall to the Network Provider together with the Termination Fee.
9.7 In the event the Customer fails to pay the Termination Fee to their current Network Provider the customer shall immediately pay the Termination Fee back to the Dealer and the Customer shall indemnify the Dealer against any and all losses the Dealer suffers as a result of the Customer’s failure.
In the event a deposit is payable to a Network Provider the Dealer will pay the amount of the deposit to the Network Provider and the Customer expressly agrees that it will reimburse the dealer the amount of the deposit on the twelve month anniversary of the Network Contract and in the event the Customer fails to do so the Dealer shall be entitled to charge interest in accordance with Condition 7.4 and until such time that the Customer has paid the deposit the Dealer shall be under no obligation to make any payments to the Customer.
Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
11.1 Nothing in these Conditions shall limit or exclude the Dealer’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
11.2 Subject to Condition 11.1 the Dealer shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
11.3 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.4 This Condition 11 shall survive termination of the Contract.
12.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within fourteen days after receipt of notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (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;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) 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 other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 12.1(b) to Condition 12.1(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12.2 The Dealer may terminate the Contract at any time by giving the Customer 7 Business Days’ notice.
12.3 The Customer may terminate the Contract by giving the Dealer written notice within 7 Business Days of delivery of the Products (Termination Request) subject to the Customer:
(a) sending the Termination Request by recorded delivery to the Dealer’s registered office;
(b) returning the Products in the original packaging (which has been unopened and undamaged) to the Dealer and the Dealer receiving the Products within 7 Business Days of delivery of the Products;
(c) paying all sums due to the Dealer under the terms of the Contract; and
(d) paying the Administration Fee.
12.4 The Customer may terminate the Contract after expiry of the Initial Contract Term by giving no less than 30 days written notice to the Dealer.
12.5 The following charges shall be paid by the Customer to the Dealer (Cancellation Fees) upon the termination of the Contract for any reason except where the Customer has terminated the Contract in strict accordance with Condition 12.3 or Condition 12.4 or where the Dealer has terminated the Contract in accordance with Condition 12.2 provided that the Customer is not in breach of any of its’ obligations at the time the Dealer terminates the Contract in which case the Cancellation Fees would still be payable:
(a) the RRP of any Products provided to the Customer by the Dealer;
(b) the RRP of any Products purchased by the Dealer on behalf of the Customer;
(c) all Deal Incentives paid to the Customer by the Dealer;
(d) any deposits paid by the Dealer to the Network Provider in accordance with Condition 10; and
(e) any Termination Fees paid to the Customer by the Dealer.
12.6 For the avoidance of doubt the Customer agrees and acknowledges that the Contract shall remain in full force and effect and the Customer will remain bound by these terms and conditions after the expiration of the Initial Contract Term until the Contract is terminated in accordance with these terms and conditions.
Consequences of termination
On termination of the Contract for any reason:
(a) the accrued rights and remedies of the parties as at 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
(b) Conditions which expressly or by implication have effect after termination shall continue in full force and effect.
Early Cancellation of the Network Contract
14.1 Where the Customer terminates the Network Contract before the expiry of the Minimum Period for whatever reason the Customer will;
(a) pay to the Dealer the Loss of Revenue Fee
(b) pay to the Dealer the Cancellation Fees; and
(c) return the Products to the Dealer
14.2 Where the Customer fails to return the Products to the Dealer within 14 days of the Customer terminating the Network Contract the Customer shall pay to the dealer the RRP of the Products within 14 days of the monies becoming due.
15.1 The Customer may exercise its’ right to upgrade its’ Network Contract on either:
(a) each 12th month anniversary of the Network Contract; or
(b) each 18th month anniversary of the Network Contract; or
(c) each 24th month anniversary of the Network Contract; or
(d) each 36th month anniversary of the Network Contract
dependent upon what upgrade frequency is indicated on the Order.
15.2 If the Customer wants to exercise its’ right to upgrade its’ Network Contract in accordance with Condition 15.1 the Customer shall provide the Dealer with written confirmation that it wishes to upgrade.
15.3 Following the upgrade the Initial Contract Term shall be extended in accordance with this Condition 15.3:
(a) If the Customer upgrades its’ Contract Package in accordance with Condition 15.1(a) the Initial Contract Term shall be extended by 12 months;
(b) If the Customer upgrades its’ Contract Package in accordance with Condition 15.1(b) the Initial Contract Term shall be extended by 18 months;
(c) If the Customer upgrades its’ Contract Package in accordance with Condition 15.1(c) the Initial Contract Term shall be extended by 24 months; or
(d) If the Customer upgrades its’ Contract Package in accordance with Condition 15.1(d) the Initial Contract Term shall be extended by 36 months or such shorter period as the Dealer agrees which will be entirely at the Dealer’s discretion.
15.4 For the avoidance of doubt a Package Upgrade does not guarantee the Customer will receive an upgraded handset or an upgrade of any of the Products supplied under this Contract and the Dealer is under no obligation to provide the same.
16.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Dealer including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Dealers or subcontractors.
(b) The Dealer shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Dealer from providing any of the Services and/or Products for more than 4 weeks, the Dealer shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
16.2 Assignment and subcontracting:
(a) The Dealer 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.
(b) The Customer shall not, without the prior written consent of the Dealer, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) 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.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid 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.
(c) This Condition 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this Condition, “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.
16.4 Waiver and cumulative remedies:
(a) 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.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
(a) 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.
(b) 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.
16.6 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 any way.
16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.8 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 Dealer.
16.9 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.