Terms and Conditions Agreement

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  • Agreement

    PARTIES:


    CLEARHEAD MEDIA LIMITED, a company registered in England and Wales under company number 06511978 whose registered office is at Hat Works, 47 Guildford Street, Luton, Beds, LU1 2NQ (“Supplier”).



    General Terms and Conditions

    1 Interpretation

    1.1 In this Agreement (except where the context otherwise requires), the following terms shall have the following meanings:

    • “Agreement” means these General Terms and Conditions together with the front sheet, the Special Terms and Conditions (if any) and the other Schedules;
    • “Commencement Date” means the date specified as such in the Key Terms;
    • “Deliverables” means all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Agreed Deliverables and the Services in any form, including any Specific Deliverables;
    • “Document” includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
    • “End Date” means the date the project will be completed and as specified as such in the Key Terms;
    • “Fees” means the fees payable by Client for the performance of the Services, as specified;
    • “In-put Material” means all Documents, information and materials provided by Client relating to the Services, including computer programs, data, reports and specifications;
    • “Intellectual Property Rights” means 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, 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;
    • “Key Terms” means the key terms set out;
    • “Party” means either Client or the Supplier (and “Parties” means both of Client and the Supplier);
    • “Services” means the services to be provided by the Supplier under this Agreement, as set out in the Agreed Deliverables, and the Supplier's obligations under this Agreement, together with any other services which Client agrees to take from the Supplier under this Agreement;
    • “Specific Deliverables” means any particular Deliverables specified in the Key Terms;
    • “Supplier's Equipment” means any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to Client;
    • “Supplier’s Key Personnel” means any member of the Supplier's Team who is identified as being key;
    • “Supplier Project Manager” means the Supplier‘s manager for the Services appointed under clause 3.3 and identified in the Key Terms;
    • “Supplier's Team” means the Supplier Project Manager and all employees, consultants, agents and subcontractors which it engages in relation to the Services (including the Supplier’s Key Personnel);
    • “Client's Equipment” means any equipment, systems, cabling or facilities provided by Client and used directly or indirectly in the supply of the Services;
    • “Client Project Manager” means Client’s manager for the Services, appointed in accordance with clause 4.1 and identified in the Key Terms, or any replacement person subsequently appointed by Client to manage the Services;
    • “Working Day” means any day except Saturday or Sunday or any bank holiday in England.

    1.2 In this Agreement:


    • 1.2.1 references to clauses and Schedules are to the clauses and Schedules of this Agreement unless otherwise stated;
    • 1.2.2 clause and Schedule headings shall not affect the interpretation of this Agreement;
    • 1.2.3 unless the context otherwise requires:
      • (i) words in the singular shall include the plural and vice versa;
      • (ii) a reference to a person includes a natural person, firm, corporation, partnership, trust, association, organisation and any other body or entity whether or not having separate legal personality; and
      • (iii) a reference to one gender includes a reference to the other genders;
    • 1.2.4 a reference to any statute or statutory provision is a reference to that statute or statutory provision as from time to time amended, extended, re-enacted or consolidated, and to all statutory instruments or orders or other subordinate legislation made pursuant to it from time to time (in each case whether before, on or after the date of the Agreement);
    • 1.2.5 any words following the terms “include”, “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
    • 1.2.6 any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce to that thing being done.


    2. Commencement and Duration



    2.1 This Agreement shall take effect (or, as applicable, shall be deemed to have taken effect) from the Commencement Date, and shall remain in force until the End Date or until the performance of the Services has been completed, whichever is the later, unless the Agreement is otherwise terminated in accordance with clause 10. If no End Date is included, the Agreement shall remain in force indefinitely until terminated in accordance with clause 10.



    3. Supplier's Responsibilities



    3.1 The Supplier shall provide the Services, and deliver the Deliverables to Client, on the terms and conditions of this Agreement, and in accordance with the Agreed Deliverables, and shall allocate sufficient resources to the Services to enable it to comply with this obligation.

    3.2 The Supplier shall meet, and time is of the essence as to, any performance dates specified in the Agreed Deliverables. If the Supplier fails to do so, then a further discussion can be had about following the terms

    3.3 The Supplier shall:

    • 3.3.1 co-operate with Client in all matters relating to the Services including by complying with Client’s reasonable instructions from time to time;
    • 3.3.2 subject to the prior written approval of Client, appoint or, at the request of Client, replace without delay:
      • (i) the Supplier Project Manager, who shall have authority under this Agreement contractually to bind the Supplier on all matters relating to the Services; and
      • (ii) the Supplier’s Key Personnel, who shall be suitably skilled, experienced and qualified to carry out the Services.
    • 3.3.3 ensure that the Supplier’s Team use reasonable skill and care in the performance of the Services and in compliance with all applicable legislation from time to time in force, and with Good Industry Practice;
    • 3.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Agreed Deliverables and that the Deliverables shall be fit for any purpose that Client expressly or impliedly makes known to the Supplier;
    • 3.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
    • 3.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services, will be free from defects in workmanship, installation and design;
    • 3.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
    • 3.3.8 comply with any additional obligations as set out in the Agreed Deliverables or the Key Terms; and
    • 3.3.9 take steps to ensure that it, and any of its agents and subcontractors, do nothing which may cause (or may be likely to cause) damage to the reputation of Client.


    4. Client's Obligations



    4.1 Client shall:

    • 4.1.1 co-operate with the Supplier in all matters relating to the Services including by complying with the Supplier’s reasonable instructions from time to time;
    • 4.1.2 appoint the Client Project Manager, who shall have authority under this Agreement contractually to bind Client on all matters relating to the Services;
    • 4.1.3 provide such access to Client’s premises and such office accommodation and other facilities for the Supplier’s Team as may reasonably be requested by the Supplier and agreed with Client in writing in advance, for the purposes of the Services;
    • 4.1.4 provide such information as the Supplier may reasonably request and Client considers reasonably necessary, in order to carry out the Services, in a timely manner, and ensure that such information is accurate in all material respects; and
    • 4.1.5 be responsible (at its own cost) for preparing and maintaining any relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Supplier of all of Client’s obligations and actions under this clause 4.1.5.


    5. Change Control



    5.1 If either Party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

    5.2 If either Party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time (and in any event not more than fourteen (14) days after receipt of Client’s request), provide a written estimate to Client of:

    • 5.2.1 the likely time required to implement the change;
    • 5.2.2 any necessary variations to the Fees arising from the change;
    • 5.2.3 the likely effect of the change on the Agreed Deliverables; and
    • 5.2.4 any other impact of the change on the terms of this Agreement.

    5.3 Unless both Parties consent to a proposed change, there shall be no change to this Agreement.

    5.4 If both Parties consent to a proposed change, the change shall be made, only after agreement of the necessary variations to the Fees, the Agreed Deliverables and any other relevant terms of this Agreement to take account of the change that has been reached and this Agreement has been varied in accordance with clause 17.

    5.5 If the Supplier requests a change to the scope or execution of the Services in accordance with clause 5.1 to comply with any applicable safety or regulatory requirements, Client shall not unreasonably withhold or delay consent to it. Unless the Supplier’s request was attributable to the Supplier’s non-compliance with its obligations under this Agreement, neither Party shall bear any additional costs arising from such change and any such change shall not otherwise alter the terms of this Agreement.



    6. Fees and Payment



    6.1 Client shall pay the Fees to the Supplier in accordance with this clause 6 and as specified in the Key Terms.

    6.2 All amounts payable by Client exclude amounts in respect of value added tax (“VAT”), which Client shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

    6.3 The Supplier shall submit invoices for the Fees plus VAT if applicable to Client monthly in arrears or as otherwise specified in the Key Terms. Each invoice shall include all reasonable supporting information required by Client.

    6.4 Client shall pay each invoice due and submitted to it by the Supplier, within thirty (30) days of receipt, to a bank account nominated in writing by the Supplier.

    6.5 If Client fails to make any payment due to the Supplier under this Agreement by the due date for payment, then, without limiting the Supplier’s remedies under clause 10, Client shall pay interest on the overdue amount at the rate of four per cent (4%) per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Client shall pay the interest together with the overdue amount.

    6.6 If Client fails to make any agreed shoot or agreed feedback windows, this could result in delays to the project and moving of the original deadline date. This could incur additional costs.



    7. Intellectual Property Rights



    7.1 In relation to the Deliverables:

    • 7.1.1 the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials;
    • 7.1.2 the Supplier grants Client, or shall procure the direct grant to Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables;
    • 7.1.3 Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.1.2.

    7.2 In relation to the Client Materials, Client:

    • 7.2.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
    • 7.2.2 grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Services to Client.
    • 7.2.3 all raw footage will be held for 3 years from the date of the delivery date, unless otherwise organised. Raw footage is the Suppliers property but can be purchased at a rate of 3 times the original project cost.
    • 7.2.4 by signing this contract Client gives the Supplier license to use footage on stock material websites as long as all releases are signed.
    • 7.2.5 we will share the films for all self promotion, including all social channels, websites and internally.

    7.3 The Supplier:

    • 7.3.1 warrants that the receipt, use of the Services and the Deliverables by Client and its permitted sub-licensees shall not infringe any rights of third parties to the extent that the infringement results from copying;
    • 7.3.2 shall, subject to clause 8.2, indemnify Client in full against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Client arising out of or in connection with any claim brought against Client for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use of the Services and the Deliverables.


    8. Limitation of Liability



    8.1 Nothing in this Agreement shall limit or exclude the liability of either Party for:

    • 8.1.1 death or personal injury resulting from negligence; or
    • 8.1.2 fraud or fraudulent misrepresentation; or
    • 8.1.3 any other liability which cannot be limited or excluded by applicable law.

    8.2 Subject to clause 8.1, neither Party shall be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

    • 8.2.1 loss of profits;
    • 8.2.2 loss of sales or business;
    • 8.2.3 loss of agreements or contracts;
    • 8.2.4 loss of anticipated savings;
    • 8.2.5 loss of or damage to goodwill;
    • 8.2.6 loss of use or corruption of software, data or information; or
    • 8.2.7 any indirect or consequential loss arising under or in connection with this Agreement.

    8.3 Subject to clause 8.1 and clause 8.2, the total liability of the Supplier to Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Fees paid by Client under this Agreement.



    9. Data Protection



    9.1 The Parties will comply with their respective obligations under the Data Protection Legislation.

    9.2 To the extent that the Supplier is required to process any personal data on behalf of Client under this Agreement, the Supplier agrees to:

    • 9.2.1 process personal data only on the written instructions of Client unless required to do so by applicable law;
    • 9.2.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data;
    • 9.2.3 ensure that all personnel who have access to and/or process personal data are obliged to keep it confidential;
    • 9.2.4 not transfer any personal data outside of the European Economic Area without the prior written consent of Client;
    • 9.2.5 assist Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation;
    • 9.2.6 notify Client without undue delay on becoming aware of a personal data breach;
    • 9.2.7 at the written direction of Client, delete or return personal data and copies thereof to Client on termination of the Agreement unless required by applicable law to store the personal data; and
    • 9.2.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 9.


    10. Termination



    10.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

    • 10.1.1 the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that Party being notified in writing to do so;
    • 10.1.2 the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
    • 10.1.3 the other Party suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
    • 10.1.4 the other Party’s financial position deteriorates to such an extent that in Client’s opinion the Supplier’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

    10.2 Without affecting any other right or remedy available to it, Client may terminate this Agreement with immediate effect by giving written notice to the Supplier if:

    • 10.2.1 there is a change of control of the Supplier (within the meaning of section 1124 of the Corporation Tax Act 2010); or
    • 10.2.2 the Supplier’s financial position deteriorates to such an extent that in Client’s opinion the Supplier’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

    10.3 Without affecting any other right or remedy available to it, Client may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier fails to proceed regularly and diligently with the performance of the Services.

    10.4 Upon termination of this Agreement for whatever reason:

    • 10.4.1 the Supplier shall immediately deliver to Client all Deliverables, whether or not then complete, and return all Client Materials. If the Supplier fails to do so, then Client may without limiting its other rights or remedies enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for the safe keeping of all Deliverables and Client Materials in its possession and will not use them for any purpose not connected with this Agreement;
    • 10.4.2 the Supplier shall immediately return to Client any Client’s Equipment, pre-existing materials or other items (and all copies of them) belonging to Client or, if Client so elects, the Supplier shall irretrievably delete or destroy all such items, and certify to Client that it has done so; and
    • 10.4.3 Client shall pay the Supplier for any Services properly performed up to the date of termination, and shall reimburse the Supplier for any additional reasonable costs and expenses properly incurred by the Supplier in relation to the termination, but Client shall not be liable for any loss of anticipated profits, loss of contracts or any consequential or indirect losses.


    11. Force Majeure



    11.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for thirty (30) days or more, the Party not affected may terminate this Agreement by giving fourteen (14) days’ written notice to the affected Party.



    12. Confidentiality



    12.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 12.2.

    12.2 Each Party may disclose the other Party’s confidential information:

    • 12.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under or in connection with this Agreement, provided that such persons are aware of the confidential nature of such information and are bound by obligations of confidentiality no less restrictive than those set out in this clause 12;
    • 12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
    • 12.2.3 with the prior written consent of the other Party.

    12.3 Neither Party shall use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.



    13. Anti-bribery



    13.1 The Supplier shall:

    • 13.1.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
    • 13.1.2 comply with Client’s anti-bribery and anti-corruption policies as Client may update them from time to time (“Relevant Policies”);
    • 13.1.3 have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements, Relevant Policies and clause 13.1.4, and will enforce them where appropriate;
    • 13.1.4 promptly report to Client any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement; and
    • 13.1.5 immediately notify Client if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier.

    13.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 13 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Client for any breach by such persons of any of the Relevant Terms.

    13.3 The Supplier warrants that neither it nor any of its officers, employees, agents or subcontractors has:

    • 13.3.1 committed an offence under the Bribery Act 2010 (or any other applicable anti-bribery or anti-corruption laws); or
    • 13.3.2 been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Bribery Act 2010 (or any other applicable anti-bribery or anti-corruption laws).

    13.4 The Supplier shall maintain accurate and up-to-date records and supporting documentation to demonstrate its compliance with this clause 13 and shall have in place, for a period of not less than six (6) years from the date of the termination of this Agreement, systems and processes that enable the Supplier to comply with its obligations under this clause 13 and shall, at Client’s request, promptly deliver copies of such records and supporting documentation to Client for inspection by Client or Client’s authorised representatives.

    13.5 The Supplier shall immediately notify Client if, at any time, its circumstances, knowledge or awareness change such that it would not be able to repeat the warranties set out in clause 13.3 at the relevant time.

    13.6 Breach of this clause 13 by the Supplier shall be deemed a material breach of this Agreement which is not remediable and shall entitle Client to immediately terminate this Agreement by giving written notice to the Supplier.



    14. Non-solicitation



    14.1 The Supplier undertakes that it shall not at any time during the term of this Agreement, and for a period of twelve (12) months following termination or expiry of this Agreement, solicit or entice away from Client or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Client in the provision of the Services.

    14.2 The Supplier may only employ or engage a person referred to in clause 14.1 if it receives the prior written consent of Client.



    15. Entire Agreement



    15.1 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.

    15.2 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 misstatement based on any statement in this Agreement.



    16. Conflict



    16.1 If there is any inconsistency or ambiguity between the provisions of the Key Terms and these Terms, a term contained in the Key Terms shall have priority over one contained in these Terms.



    17. Variation



    17.1 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).



    18. Waiver



    18.1 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 preclude or restrict its further exercise.

    18.2 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.



    19. Severance



    19.1 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.

    19.2 If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.



    20. Assignment and Other Dealings



    20.1 This Agreement is personal to the Parties and neither Party may 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 without the prior written consent of the other Party.

    20.2 Client may, at any time, assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights under this Agreement.



    21. No Partnership or Agency



    21.1 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, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

    21.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.



    22. Third Party Rights



    22.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.



    23. Notices



    23.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be:

    • 23.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    • 23.1.2 sent by email to the address specified in the Key Terms.

    23.2 Any notice or communication shall be deemed to have been received:

    • 23.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
    • 23.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
    • 23.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

    23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.



    24. Governing Law and Jurisdiction



    24.1 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 laws of England and Wales.

    24.2 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.

  • Signed by Clearhead

  • Clearhead agrees to the terms outlined in this contract.