Headliner Entertainment Services Agreement (Bookers)
Welcome to Headliner!
Headliner is an on-line platform enabling event planners ("Event Planner (s)" "you", "your") to book entertainment services by providing access to a database of artists of a range of genres ("Act(s)" "you", "your") and the Headliner platform to allow you to communicate with your chosen Act. Our aim is to make searching for and booking your favourite Act easy and efficient, to help you to make your event a success.
By using our Site and our Services, you agree to be bound by this Agreement.
When you buy services from Headliner as a consumer you have legal rights. These are known as 'statutory rights' as they are derived from laws such as the Supply of Goods and Services Act 1982 (as this Act has been amended from time to time). Nothing in this Agreement affects these legal rights. Further information can be obtained from your local Citizens' Advice Bureau (www.citizensadvice.org.uk).
If you are uncertain about your rights under this Agreement please email [email protected] or send a letter to Headliner Entertainment Ltd, 20-22 Wenlock Road, London, N1 7GU.
- The terms set out below explain how you may buy services from our Site as an Event Planner and what obligations your have as an Act providing services on behalf of Headliner. When buying any services you agree to be bound by these terms and the documents referred to in them. If you do not agree with or accept the terms of this Agreement, you must not submit an Order to buy services unless Headliner agrees otherwise with you in writing in advance. If you have any questions about these terms, please contact [email protected].
- These terms of this Agreement are only available in English. No other languages apply to these terms.
In these terms, the following words have the following meanings:
'Act' means the performing artists maintained on Headliner database available to perform entertainment services at Events;
'Branding Guidelines' means the written guidelines of Headliner prescribing the permitted form and manner in which our logo, domain name, promotional material and other brand elements may be used from time to time;
'Confirmation email' means the email from Headliner, containing a confirmation code confirming acceptance of your Order;
'Content' means any and all content including text, profiles, information, data, software, executable code, images, audio or video material in any medium or form on the Site;
'Database' means the searchable database on the Site containing profiles of Acts of a range of genres as well as links to tracks, audio and video footage, biographies, images and photographs, together with a search and booking facility and incorporating a secure platform for Event Planners and Acts to communicate with each other in respect of providing entertainment services at Events;
'Enquiry' means a booking request from an Event Planner for Services through our Site's booking facility;
'Event' means the event in respect of which the Services are required by the Event Planner as set out in the Order;
'Event Location' means the address and location of the Event where the Services are to be performed as set out in the Order;
'Fees' means the Act's rate for performance at the Event, any associated costs and expenses (including travel and accommodation costs), plus our service fee of 20%.
'Order' means the Event Planners' order for Services following the Event Planner's written acceptance of the Quotation (defined below) and accepted by Headliner by the Confirmation email;
'Quotation' means the Fees for Services quoted to the Event Planner in response to an Enquiry;
'Services' means in the appropriate context:
- as an Event Planner, the use of our Site and its platform for the purpose of finding and booking entertainment services and Acts for your Event and our related supporting administrative services ('Entertainment Services'); or
- as an Act, access and use of our Database, Site platform and supporting administration and payment services for the purpose of obtaining bookings and payment from Event Planners ('Database Services').
The steps required to create legally binding contract between you and Headliner are as follows:
- In order to purchase Services for your Event from Headliner, or to supply Services as an Act, you must register an account ("Account") on our Site. You must be at least 18 years old and must be able to enter into legally binding contracts. If you are registering with Headliner for a business, you represent that you have the authority to legally bind that business entity.
- When opening an Account you must provide complete and accurate information and, if you are an Event Planner, provide us with a valid credit or debit card or PayPal account, or, if you are an Act, appropriate banking details to enable us to pay you. If your registration or payment information changes at any time, you must promptly update your details in your Account.
- You are solely responsible for maintaining the confidentiality of your account information and password. You are solely responsible for any activity relating to your Account. Your Account is personal to you and is not transferable to another party.
- Our Site will guide you through the steps you need to take to place an Order with us. Our Order process allows you to check and amend any errors before submitting your Order. Please take the time to carefully read and check your Order at each stage of the Order process. Headliner is not responsible for errors or non-performance of Services arising from errors in your Order.
- You begin by browsing the profiles of our Acts on our Database and, if you choose one, you can make an Enquiry about Fees and availability. You will need to register with us at this point to enable you to submit an Enquiry on our platform.
- When you send an Enquiry, our Headliner system will automatically calculate a Quotation for you, based on the options you selected for your Event and the Fees of your chosen Act. Following receipt of your Enquiry, your chosen Act may accept or decline your Enquiry. If accepted, you may proceed to finalise your Order by providing full payment in accordance with clause 6 below.
- Quotations are valid for 28 Business Days from date of issue. Quotations do NOT constitute an offer to perform the Services. If you wish to purchase our Services following receipt of a Quotation, you will need to place an Order.
- An Order will be deemed to be an offer to purchase Services from us on these terms.
When your Order is placed with us at the end of the online checkout process we will email you to acknowledge that we have received your Order. This Order acknowledgement does NOT, however, mean that your Order has been accepted by us. Headliner reserves the right at all times to reject any Order, in whole or in part, at its sole discretion. Some reasons for rejecting an Order can include:
- the Services requested in your Order are not available;
- we cannot obtain authorisation of your payment;
- there has been an error by us on the pricing or description of the Services.
- We will only accept your Order when we send you an email that confirms this ("Confirmation Email"). Orders are not binding until Headliner issues the Confirmation Email. At this point, a legally binding contract for the Services on the terms of this Agreement will be in place between you and us.
- Marketing and other descriptive matter relating to Services are illustrative only and do not form part of the contract between us. The Event Planner agrees that, in placing an Order, it has not relied on any representation or statement by Headliner that is not expressly set out in this Agreement.
- WHEN PLACING AN ORDER ON THE SITE, PLEASE TAKE CARE TO ENSURE THAT ALL INFORMATION THAT YOU PROVIDE TO US IS CORRECT. PLEASE ENSURE THAT YOU READ AND CAREFULLY CHECK YOUR ORDER BEFORE SUBMITTING IT TO US. IF YOU NEED TO CORRECT ANY ERRORS YOU MUST DO SO BEFORE SUBMITTING IT TO US.
This clause only applies if you are a consumer.
- If you are under the age of 18 you may not purchase any Services from our Site.
This clause only applies if you are a business.
- If you are NOT a consumer, you confirm that you have authority to bind any business on whose behalf you use our Site to purchase Services.
- This Agreement and any document expressly referred to in it constitutes the entire agreement between you and Headliner and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
- Neither you, nor Headliner, shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- No variation of the terms of this Agreement, or to an Order or a Quotation will be binding unless expressly agreed in writing and executed by a duly authorised signatory of Headliner.
- All communications regarding the Services must be conducted within the Headliner platform. This is for your protection and to ensure Headliner can monitor and continue to improve the quality of our Services. These terms do not apply to the performance of any Services or other arrangements agreed offline, or outside the Headliner platform without our written permission. We shall not be liable for any loss or damage incurred by you, whether you are an Event Planner or an Act, if communications between you do not remain within our secure platform.
- These terms supersede any previously issued terms and conditions of relating to the Services.
- As an Event Planner Headliner shall provide the Services to you, and if you are an Act, we provide the Database Services to you, in accordance with the terms of this Agreement.
- We may need certain information from you that is necessary to enable us to provide the Services. We will contact you in writing if we need more information. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we will not be liable for any errors, delay or non-performance of the Services caused as a result.
Headliner may make any changes to the Services:
- needed to comply with applicable law or safety requirements; or
- which do not materially affect the nature or quality of the Services or the identity of the Act requested in the Order but we will always notify you in advance of such changes.
- Headliner will not be liable for any delay in or failure of performance of the Services so far as caused by an event of Force Majeure or your failure to perform your obligations under the Agreement.
- The Event Planner shall pay the Fees for the Services in accordance with this Agreement.
The Event Planner will:
- notify us of any special requirements for the Event when making an Enquiry and before submitting the Order;
- afford the Act booked for the Event access to the Event Location and other Event Planner sites and prepare them for performance of the Services;
- afford the Act reasonable access to the Event Planner or representatives acting on your behalf and provide the Act with such facilities, information and assistance as reasonably required to enable the Act to perform the Services; and
- ensure, where necessary, that all licences, permissions and regularity approvals are obtained prior to hosting your Event and have measures in place to ensure health & safety obligations required for your Event are complied with.
The Event Planner will also:
- co-operate with Headliner and follow our reasonable instructions in relation to the performance of the Services;
- keep all equipment, materials and other property of the Act at the Event Location safely and at its own risk and in the same condition as they were in when supplied (fair wear and tear excepted);
- not dispose of or use any equipment or materials or other property of an Act without the Act's prior written agreement.
- The Services are provided at the Event Planner's request and the Event Planner is responsible for verifying that the Services are suitable for its own needs. Any changes to your Order, including a change to the scheduled date of your Event, should be notified to Headliner as soon as possible and we may require you to submit a new Order via our Site to enable us to accommodate your requested changes. This may include additional fees for processing your new Order.
- All communications must be conducted within the Headliner Site platform. Headliner shall not be responsible for performance of any obligations under these terms that relate to any agreements made between Event Planners and Acts outside the Headliner Site platform.
- The Fees for our Acts will be as quoted in the Quotation provided to you in response to your issuing an Enquiry. We take all reasonable care to ensure that the Fees quoted are correct at the time the relevant information was entered onto the system.
- Payments of Fees from Event Planners are processed by Braintree Payment Services, a division of Paypal ("Braintree") on behalf of Headliner and credited to Headliner less any service fees charged by Braintree for processing your payment in accordance with the terms of our payment services agreement with Braintree.
- Payment is due and payable immediately on submission of your Order. These prices include VAT (or where you reside outside the UK, the appropriate sales tax). However, if the rate of VAT (or sales tax) changes between the date of the Order and the date of your Event, we will adjust the rate of VAT (or sales tax) that you pay, unless you have already paid for the Services in full before the change in the rate of VAT (or sales tax) takes effect.
- Acceptance of your Order by Headliner strictly depends on authorisation from Braintree or by your relevant card issuer that payment of Fees has been made in full.
- Prices for our Services may change from time to time, but changes will not affect any Order you have already placed.
- Fees are quoted in pounds sterling (£)(GBP).
- If the contract between us to provide the Services ends, it will not affect our right to receive any money that you owe to us under this Agreement.
- Whilst we try to ensure that all Fees on our Site are accurate, errors may occur. If we discover an error in the Fee in your Order, we will inform you as soon as possible and give you the option of reconfirming your Order at the correct Fee (and credit or debit your account as applicable) or cancelling your Order. If we are unable to contact you, you agree that we may treat the Order as cancelled. If you choose to cancel after you have already paid the incorrect Fee, you will receive a full refund from us.
- If you are a consumer, nothing in this clause affects your legal rights to cancel this Agreement during the cancellation period under clause 9 below.
- In the unlikely event that you have any problem with our Services please contact us and tell us as soon as reasonably possible to give us a reasonable opportunity to rectify it.
- We will use every reasonable effort to resolve any problems for you as soon as reasonably possible to ensure the enjoyment and timing of your Event is not impacted by any failings caused by us, or your chosen Act.
- You will not have to pay for additional fees to rectify a failure with the Services under this clause.
- As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the Services or not as described in your Order, or for non-performance. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these terms will affect these legal rights.
- If you are a consumer, you have a legal right to cancel a contract during the period set out below in clause 8.3. This is referred to as the 'cancellation period'. Your legal right to cancel starts from the date of the Confirmation Email (the date on which we e-mail you to confirm our acceptance of your Order), which is when the contract between us is formed.
- During the 'cancellation period' if you decide that, for whatever reason, you no longer want the Services that you have bought from Headliner you may tell us that you want to cancel the Agreement and obtain a refund.
Right to cancel
- You have the right to cancel this Agreement within 14 days without giving any reason.
- Your right to cancel these terms starts from the date when this Agreement is entered into (i.e. when the Confirmation email is sent by us) and ends at the end of a period of 14 days after this date.
- To exercise the right to cancel, you must inform us of your decision to cancel this Agreement by a clear statement either by letter sent by post to Headliner Entertainment Ltd, 20-22 Wenlock Road, London, N1 7GU or e-mail to [email protected].
- If you cancel as set out at clause 8.3, we will communicate to you an acknowledgement of receipt of such a cancellation on a durable medium (e.g. by e-mail) without delay.
- To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
- If you requested to begin the performance of Services during the cancellation period, your right to cancel will be lost once performance of any Services has commenced and you shall pay us amounts due for those Services performed up to the date you have communicated your cancellation to us. This will be deducted from any refund due to you.
- Our Acts are booked according to their availability at the date scheduled for your Event at the time of your Enquiry. Your right to cancel may be lost if, when you cancel your Order, our Act is unable to allocate that date to another booker. Also, Headliner and our Acts will make reasonable preparations for your Event (i.e. travel, accommodation bookings etc.) prior to the scheduled date of your Event. You shall be responsible for sums incurred by us where it is not possible to cancel those preparatory arrangements. This will be deducted from any refund due to you.
- Further information on your legal rights can be obtained from your local Citizens' Advice Bureau (www.citizensadvice.org.uk) or Trading Standards office.
- If you cancel this Agreement within the cancellation period we will reimburse to you all payments received from you excluding our administration fees which include fees charged by Braintree or your card issuer for processing your payment.
- Any amendment or cancellation of your Order requested by the Event Planner after the cancellation period referred to above will be implemented by us only on the understanding that you, the Event Planner, will be responsible for any charges we incur as a result of the cancellation or amendment which cannot be recovered by Headliner (including charges arising in relation to third party commitments which have been entered into in connection with the Services), which we shall deduct from any refund due you.
Subject to clauses 9.1 and 9.2, the following refunds are available if you cancel Services
for an Event PROVIDED that you send us notice to cancel in writing not less than 30 days
before the date of your Event:
- 50% (of deposit) where the Cancellation date is more than 90 days before the scheduled Event date;
- 25% (of deposit) where the Cancellation date is more than 30 days before the scheduled Event date; and
- nil in respect of cancellation within 30 days of scheduled Event date.
Headliner takes 20% deposit to secure the booking. The balance is paid 30 days before. If the event is taking place within 30 days of the booking date, full fee is required upfront to secure the booking.
PLEASE UNDERSTAND THAT WE MOBILISE OUR SERVICES IN GOOD TIME TO ENSURE YOU HAVE PEACE OF MIND IN THE PLANNING OF YOUR EVENT AND WE MAY HAVE ALREADY PERFORMED ELEMENTS OF OUR SERVICES IN ALL OF THE ABOVE CASES WHICH WILL BE DEDUCTED FROM ANY REFUND DUE TO YOU.
- We will make the reimbursement without undue delay and not later than 14 days after the day on which we are informed about your decision to cancel this Agreement.
- We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise with us.
- In the event that an Act notifies you of cancellation less than 48 hours before your Event, we shall use our best efforts to find a replacement Act that is acceptable to you and available for your Event. If we are unable offer a suitable replacement, and provided that your Order was submitted more than seven days prior to your Event, we shall offer a full reimbursement.
- Headliner always recommends submitting Orders in good time before your Event to ensure we can provide you with the best experience and ensure that any problems can be resolved without affecting your Event to provide you with peace of mind. You, as an Event Planner bear the risk of last minute bookings (Orders are submitted 72 hours or less prior to your Event) which allows insufficient time to rectify any issues we may encounter in providing our Services to you, and reimbursement does not apply in such circumstances but we shall always do our best to accommodate you where reasonably possible.
- The Event Planner must immediately inform Headliner of any alterations to the Event in writing. Subject to the following clauses, we shall make every effort to facilitate your request where we consider it reasonable to do so.
- If any Event is altered or cancelled by you for any reason, in whole or in part, you accept full liability for all sums of money expended by Headliner or the Act in connection with such cancellation or postponement of your Event which will be deducted from any refund due to you.
Headliner or the Act shall have no liability to you for the cancellation,
alternation or change to the quality of the Services:
- as a result of a change to Event Planner’s circumstances if you have not notified in sufficient time to us to implement appropriate change to your Service requirements or where to do so exceeds the Fees paid for the Services;
- which results in the Act needing to change the Services, or where the quality of those Services is affected, or the Act is unable to perform the Services due to inclement weather or other climatic conditions or event outside our reasonable control; or
- where the Event is cancelled or postponed at the direction of regulatory bodies or in order to comply with any legal requirement or order of any court or tribunal.
- In the case of outdoor Events which by their nature cannot be rescheduled, for instance where due to weather or other conditions or the date critical nature of the Event, you may lose your right to a refund. However, we shall always do our best to minimise the impact of such circumstances where possible.
- Nothing in this clause affects your legal rights to cancel this Agreement during the cancellation period under clause 8.
- Headliner does not promise that the Site will be error-free, uninterrupted, nor that it will provide specific results from use of the Site or any content, search or link on it. The Site and its content are delivered on an "as-is" and "as-available" basis. We cannot ensure that content you download from our Site will be free of viruses or contamination or destructive features.
- In particular, whether you are an Event Planner or an Act, if you submit content to the Site, whether articles, images, audio or video footage, narrative, software or other copyrightable material, you must ensure that content does not infringe the copyright or other rights of third parties (such as privacy or public rights).
- We will only be legally responsible to you for any loss or damage which is a reasonably foreseeable consequence of a breach of the terms of this Agreement. Losses are foreseeable where they could be contemplated by you and by Headliner at the time this Agreement is entered into. We are not legally responsible for indirect losses that happen as a side effect of the main loss or damage and which are not foreseeable by you and us (such as loss of profits or loss of opportunity).
- Where you are a business, to the fullest extent permitted by law we (including our Acts, affiliates, directors, contractors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from either the use of our Site, or in connection with the performance of the Services to you.
- Our total liability to you howsoever arising under this Agreement shall be limited to the Fees paid for the Services, as set out in the Order.
Nothing in this Agreement shall exclude our liability to you for:
- death or personal injury caused by our negligent acts or omissions (or those of any of our employees or agents);
- fraud or fraudulent misrepresentation;
- breach of any of the provisions implied into these terms under the Supply of Goods and Services Act 1982 (or any other applicable law);
- for defective products under the Consumer Protection Act 1987 or equivalent local consumer protection legislation; or
- any other liability which cannot lawfully be excluded or limited.
- The Event Planner is totally responsible for applying for all necessary licences, consents and permissions required prior to showcasing your Event, including without limitation the maintenance of the venue and parking, if provided, and ensuring compliance with all applicable health and safety legislation at your Event. By entering into this Agreement you accept that you will implement and comply with all regulatory requirements regarding your Event.
- You will ensure that appropriate insurances are in place prior to the Event and will provide us with evidence of that at our request.
- All Acts must implement and maintain Public Liability Insurance providing adequate cover acceptable by Headliner prior to uploading your information on our Database. Under no circumstances must an Act continue to offer Services on our Site, without such insurance being in place, or if your insurance is terminated or suspended for any reason. You shall provide Headliner with evidence of your insurance cover and payment of up to date of premiums, on request. You shall also provide details of your insurance cover to our Event Planners upon their request in connection with any Services to be provided by you.
- For the purposes of this clause, “Intellectual Property” means any and all rights throughout the world in the nature of copyright, trade-marks (registered and unregistered), logos, database rights, rights in software and know-how, together with all rights to apply for the same and all future rights of such nature.
- Headliner exclusively owns the Intellectual Property in the Site and its Content, and except in respect of the proprietary works or materials exclusively owned by our Acts and uploaded onto the Database, we own all image and moral rights in all materials included in the Services, including but not limited to artwork, photography, copy, audio or video footage, masters, recordings and other work produced as a result of this Agreement.
- Upon entry into the contract with you, Headliner and the Act each shall grant to the Event Planner a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property in accordance with our Branding Guidelines for the purposes of receiving the benefit of the Services at the Event in accordance with this Agreement.
- As an Act, by creating a profile and uploading material on our Database, you grant to Headliner a non-exclusive, non-transferable, royalty-free licence to use your Intellectual Property on our Database for the purpose of advertising or performing the Services.
- As an Event Planner, you agree to display the Headliner logo and branding and such of our proprietary material that is authorised by us at your Event and any public, press or media announcements in according with our Branding Guidelines that we shall provide to you upon confirmation of your Order. We shall consult with you following confirmation of your Order during the planning stage to agree the most appropriate promotional material that you may use to suit your Event.
- You agree not to sue our branding or Intellectual Property for any purpose other than in relation to your Event, without our prior written consent.
- If a dispute arises, we strongly encourage you to contact us directly as soon as possible to seek a resolution by sending an email to [email protected]. We will try to resolve any disputes quickly and efficiently.
- Headliner reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site, with or without notice for any reason. However where you have placed an Order we will provide you with notification of this and alternative contact details to ensure your Event is not impacted. Headliner performs regularly scheduled maintenance and unplanned maintenance may sometimes be necessary to optimise the availability and functionality of our Site. While we do our best to avoid inconvenience to our Event Planners and our Acts, the Site and Order facilities may be temporarily unavailable during maintenance periods. If you experience any concerns in such circumstances please email [email protected].
- We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
- For the convenience of users of our Site, one or more links to other Internet websites may appear from time to time. Except for Internet websites maintained by Headliner, the Internet websites to which links are provided are not under the control of Headliner and we assume no responsibility for the contents of any such linked Internet website, or for any potential damage arising out of or in connection with the use of any such link. In addition, the existence of a link between this website and any other Internet website is not and shall not be understood to be an endorsement by Headliner of the owner or proprietor of the linked Internet website.
The benefits of using the Headliner platform are set out in our trust page for both event planners and acts.
If in the event that either the event planner or act decides to agree a fee away from the platform, Headliner is entitled to its 20% service charge of the entire agreed fee between act and event planner, if the enquiry between both parties originated on the Headliner platform.
- We may transfer our rights and obligations under an Agreement to another organisation, but this will not affect your rights or our obligations under these terms or any Order placed by you. We will notify you by posting a notification on the Site if this happens.
- You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
- This Agreement is between you, either as (1) the Event Planner, or as (2) the Act, and Headliner. No one other than a party to this Agreement has any right to enforce any of these terms.
- Each clause of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clause will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
If you are a business:
- By entering this Agreement you confirm that you do not engage in any activity, practice or conduct that would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK and you comply with all applicable laws, regulations, codes and practices relating to anti-bribery and anti-corruption, including the Bribery Act 2010 and where you reside outside the UK, any other equivalent legislation in any relevant jurisdiction.
If you are a consumer:
- The terms of this Agreement are governed by English law. This means that the contract to purchase Services through our Site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland. If you reside outside the UK you may have rights to bring proceedings in your own country of residence.
If you are a business:
- This Agreement 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 the law of England and Wales.
- We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).