Argus Europe Ltd: Terms & Conditions
- Application
These terms and conditions (the ‘Terms and Conditions’) shall apply to the provision of Training. - Interpretation
The following definitions and rules of interpretation apply in these Conditions
2.1. Definitions
Argus: means Argus Europe Ltd, registered in England and Wales with company number 03498745.
Argus Materials: has the meaning set out in clause 5.1(e)
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the Training in accordance with clause 6
Claim Authorisation Note: the document issued by the Enhanced Learning Credits Administration Services detailing the Training.
Commencement Date: has the meaning given in clause 3.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5
Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives in connection with the Training, including but not limited to:
(a) any information that would be regarded as confidential by a reasonable businessperson relating to:
i. the business, affairs, customers, clients, suppliers, plans, of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
ii. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
(b) any information developed by the parties in the course of carrying out this agreement.
Contract: the contract between Argus and the Customer for the supply of Training in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who accepts a quotation or offer for the provision of the Training from Argus
Customer Data: the data provided by the Customer for the purpose of facilitating the Training
Customer Default: has the meaning set out in clause 5.3
Data Controller, Data Processor, Data Subject and Personal Data shall take the meaning given in the Data Protection Legislation.
Data Protection Legislation: The UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Delegates: an individual or representative scheduled by the Customer to attend the Training
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Online Booking Process means the booking process generally available through https://arguseurope.co.uk/courses/ which may be amended from time to time.
Order: the Customer’s order for Training as set out in the Customer’s Claim Authorisation Note or completed purchase order form through the Online Booking Process.
Personal Data: has the meaning given to it in the Data Protection Legislation.
Representatives: means, in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers.
Training Materials means any materials or documents provided by Argus as part of the Training.
Training means the Training to be supplied by Argus to the Customer as described in the Contract or as part of the Online Booking Process.
2.2. Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.
(c) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(d) A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
(e) References to clauses are to the clauses of this agreement.
(f) A reference to writing or written includes fax and email - Basis of Contract
3.1. The Order constitutes an offer by the Customer to purchase Training in accordance with these Conditions.
3.2. The Order shall only be deemed to be accepted when Argus issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date)
3.3. Any advertising issued by Argus, and any descriptions contained in the Argus’ catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Training described in them. They shall not form part of the Contract or have any contractual force.
3.4. 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 law, trade custom, practice or course of dealing.
3.5. Any quotation given by Argus shall not constitute an offer and is only valid for a period of 28 days from its date of issue. - Supply of Training
4.1. Argus shall use reasonable endeavours to supply the Training to the Customer in accordance with these Conditions but reserves the right to change the course content of any Training at any time and without notice.
4.2. Argus shall use reasonable endeavours to meet any specified Training dates, but any such dates shall be anticipated dates only and may be subject to alteration.
4.3. Argus may act on the Customer’s behalf for the purposes of providing the Training. Such matters will not be set out in this Contract but will be agreed between the Parties (any such agreement to be confirmed in writing) as they arise from time to time.
4.4. Argus warrants to the Customer that the Training will be provided using reasonable care and skill. - Customer Obligations
5.1. The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with Argus in all matters relating to the Training;
(c) provide Argus with such information and materials as Argus may reasonably require in order to supply the Training, and ensure that such information is complete and accurate;
(d) provide any decision, approval, consent or any other communication requested in order to continue with the provision of the Training or any part thereof at any time and do so in a reasonable and timely manner.
(e) where Training is being delivered at the Customer’s premises, the Customer shall:
i. obtain any consents, licenses or other permissions needed from third parties such as landlords, planning authorities, local authorities, regulatory bodies or similar unless otherwise specifically agreed;
ii. provide Argus with access, Training space and any equipment necessary for the delivery of the Training;
iii. provide Argus with such facilities as are reasonably notified to the Customer in advance by Argus;
iv. keep all materials, equipment, documents and other property of Argus (Argus Materials) at the Customer’s premises in safe custody;
v. Indemnify Argus for any loss, damage or theft of any Argus Materials where Argus Materials have been stored on the Customers premises for the purposes of any Training;
vi. maintain Argus Materials in good condition until returned to Argus, and not dispose of or use Argus Materials other than in accordance with the Argus’ written instructions or authorisation.
5.2. The Customer accepts that in the provision of the Training, Argus may be required to outsource all or part of the Training to a sub-contractor.
5.3. The Customer accepts that it is the Customer’s responsibility to verify that the Training is suitable for the requirements of the Delegates attending, and that the Delegates have the necessary level of competence to be able to achieve the objectives of the Training.
5.4. If Argus’ performance of any of its obligations under the Contract are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Argus shall have the right to suspend performance of the Training until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Argus’ performance of any of its obligations;
(b) Argus shall not be liable for any costs or losses whatsoever sustained or incurred by the Customer arising directly or indirectly from Argus’ failure or delay to perform any of its obligations as set out in this Clause 5.4; and
(c) the Customer shall reimburse Argus on written demand for any costs or losses sustained or incurred by Argus arising directly or indirectly from the Customer Default. - Further Assurance
6.1. The Parties shall do or procure the doing of all such acts and things and will execute or procure the execution of all such documents as may be reasonably required including on or subsequent to the end of the Contract to vest in the relevant all rights granted under the Contract and otherwise to comply with its terms. - Charges and Payment
7.1. Unless otherwise stated in this Agreement, the Charges for the Training shall be calculated in accordance with the Order.
7.2. The Charges are indicative of the type of work undertaken and it is normal procedure for Argus to provide an estimate or quotation in each instance. If there are any changes to the Customer’s instructions, these shall be reflected in an amended estimate or quotation provided to the Customer at the earliest opportunity.
7.3. In the event Argus is unable to provide an estimate, Argus shall keep the Customer informed of the work in progress on a periodic basis, or upon Customer request.
7.4. Argus may ask for funds on account to cover for initial fees and disbursements. Any request for any such amount shall not be an estimate or a cap on any fee and unless payment was made for a specified purpose Argus may deduct from or offset against any monies due or becoming due under the Contract (including the Charges) from the Customer under the Contract.
7.5. The Charges include attendance at the Training and all Training Materials.
7.6. Where Argus instructs a third party on behalf of the Customer, Argus shall do so as the Customer’s agent and the Customer shall be responsible for payment of the third party fees.
7.7. The Charges do not include accommodation, meals, travel or any other expenses that may be incurred by the Delegates.
7.8. An invoice, or receipted invoice will be rendered at the conclusion of a matter. Argus reserves the right to render interim invoices during the course of the Training.
7.9. The Customer shall pay each invoice submitted by Argus:
(a) within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by Argus; or
(b) in the case of Online Bookings, shall make payment as required by the Online Booking Process
Time for payment shall be of the essence of this Agreement.
7.10. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time. VAT is levied at the rate applicable at the time of invoicing.
7.11. If the Customer fails to make payment due to Argus under the Contract by the due date, the failure may (at Argus’ sole discretion) result in:
(a) The Delegates’ place on the Training being withdrawn;
(b) Argus ceasing to provide the Training; and/or
(c) Argus withholding any certification due to the Delegates from the Training;
(d) Argus terminating the Contract in accordance with Clause 11.2.
7.12. If the Customer fails to make payment due to Argus under the Contract by the due date, then, without limiting Argus’ remedies under Clause 6.6 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.7 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
7.13. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). - Substitutions and Cancellation
8.1. The Customer may cancel or reschedule attendance of any Training subject to the following charges:
(a) Where Argus is notified 30 days or more before the Training:
i. The cancellation will be 0% of the Charges on the condition that the Training is rescheduled for a future date agreed by Argus;
ii. If the Training is not rescheduled in accordance with clause 8.1(a)(i), the Customer agrees to pay a cancellation charge equivalent to 20% of the Charges;
iii. If, after rescheduling the Training in accordance with 8.1(a)(i), the Training is cancelled a second time, the Customer will be subject to the following charges:
8.1.a.iii.1. the Customer will pay a cancellation charge of 20% of the Charges on the condition that the Training is rescheduled for a future date agreed by Argus
8.1.a.iii.2. if the Training is not rescheduled the Customer will pay a cancellation charge equivalent to 70% of the Charges;
iv. If after rescheduling the Training for a second time in accordance with 8.1(a)(iii) the Training is cancelled a third time, there will be no option to reschedule and the Customer will pay a cancellation charge equivalent to 100% of the Charges.
(b) Where Argus is notified for cancellation between 15-29 days before the Training, the cancellation charge will be 70% of the Charges;
(c) Where Argus is notified for cancellation on the day of the Training, or fewer than 14 days prior to the Training, the cancellation charge will be the full amount of the Charges.
8.2. The Customer may enrol a substitute in a Delegate’s place where Argus is notified in writing 29 days before the Training. Two or more delegates may not share a place at any Training at any time.
8.3. In the event Argus cancels the Training for any reason, Argus will refund 100% of any pre-paid Charges, but will not be liable for any other costs incurred or losses whatsoever incurred by the Customer as a result.
8.4. In the event any online Training is interrupted due to connectivity issues, Argus will endeavour to resume the Training as soon as practicable, and if not possible, reserves the right to cancel the Training. In such circumstances, Argus will offer (at its sole discretion) alternative dates, a full refund, or a credit note. Argus will not be liable for any costs or losses whatsoever incurred by the Customer as a result of the cancellation under this Clause 8.4.
8.5. Where Argus changes the location of the Training, Argus will aim to provide the Customer as much advance notice as possible of such changes. If the Customer is unable to attend the Training at the revised location, Argus will refund the Customer 100% of any prepaid Charges. Argus will not be liable for any other costs or losses whatsoever incurred by the Customer as a result of the change of location. - Intellectual Property Rights
9.1. All Intellectual Property Rights in or arising out of or in connection with the Training (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Argus, including any associated Training Materials.
9.2. No reproductions, recordings, scans, or copies (wholly or in part) shall be made of the Training and associated Training Materials without the prior written consent of Argus.
9.3. The Customer warrants to Argus that they have not given and will not give permission to any third-party to use any of the Training Materials, nor any of the Intellectual Property Rights in the works.
9.4. The Customer grants Argus a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Argus for the term of the Contract for the purpose of providing the Training to the Customer. - Data Protection
10.1. Each party warrants that for the purposes of the Contract, it shall comply with the provisions of the Data Protection Legislation, including without limitation that it shall use Personal Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation.
10.2. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Argus is the Data Processor. Schedule 1 sets out the scope, nature and purpose of processing by Argus, the duration of the processing and the types of Personal Data and categories of Data Subject.
10.3. Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Argus for the duration and purposes of this agreement.
10.4. In the event Argus outsources all or part of the Training to a sub-contractor under clause 5.3, the Customer consents to the Argus appointing the sub-contractor as a third-party processor of Personal Data under this agreement. Argus confirms that it will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 10.4 and in either case which the Argus confirms reflect and will continue to reflect the requirements of the Data Protection Legislation.
10.5. Argus shall notify the Customer immediately if it considers that any of the Customer’s instructions infringe the Data Protection Legislation.
10.6. Personal Data processed by Argus on the Customer’s behalf will be kept securely and were transferred to the Customer or a sub-processor or third party instructed by the Customer, it shall be encrypted with a unique password communicated to the recipient separately and compliant with the requirements under the Data Protection Legislation.
10.7. Non-sensitive Personal data collected will be used for the purpose of Delegate(s) and course administration and may be disclosed to appropriate bodies/organisations associated with such course.
10.8. Further information on data processing and protection, our Privacy Policy may be found https://arguseurope.co.uk/privacy-policy/ - Limitation of liability
11.1. References to liability in this Clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2. Nothing in this Clause 11 shall limit the Customer’s payment obligations under the Contract.
11.3. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.4. Subject to Clause 11.3 Argus’ total liability to the Customer shall not exceed the value of the total Charges paid for the Training.
11.5. Subject to Clause 11.2 (No limitation of customer’s payment obligations) and Clause 11.3 (Liabilities which cannot legally be limited), this Clause 11.5 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
11.6. Argus has provided a warranty to the Customer in terms of the Training in Clause 4. In view of Clause 4, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.7. Unless the Customer notifies Argus that it intends to make a claim in respect of an event within the notice period, Argus shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.8. This Clause 11 shall survive termination of the Contract. - Termination
12.1. Without affecting any other right or remedy available to it, Argus may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the Customer 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2. Without affecting any other right or remedy available to it, Argus may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
12.3. Without affecting any other right or remedy available to it, Argus may suspend the supply of the Training under the Contract or any other contract between the Customer and Argus if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in Clause 12.1 or Argus reasonably believes that the Customer is about to become subject to any of them. - Consequences of termination
13.1. On termination of the Contract:
(a) the Customer shall immediately pay to Argus all of the Argus’ outstanding unpaid invoices and interest and, in respect of Training supplied but for which no invoice has been submitted, Argus shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Training Materials which have not been fully paid for. If the Customer fails to do so, then Argus may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
13.2. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect. - General
14.1. Force majeure.
(a) Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. Circumstances beyond Argus’ reasonable control include, without limitation, failure of a utility service or transport or telecommunications network, act of God, pandemic, 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
(b) In the event that a Party to these Conditions cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other Party may at its discretion terminate the Contract by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for any and all Training delivered and/or any and all Training provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
14.2. Assignment and other dealings.
(a) Argus may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Argus.
14.3. Confidentiality.
(a) Each party undertakes that it shall not at any time and for a period of two years after termination or expiry of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3(b).
(b) Each party may disclose the other party’s Confidential Information:
i. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this Clause 14.3(a) and
ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
(d) From time to time, Argus may wish to issue publicity about the Training which may include details of previous cases or case scenarios. Argus will make no specific reference to any Customer matter which may reveal or otherwise lead to reveal any information which may be subject to Clause 14.3 herein.
14.4. Entire agreement.
(a) The Contract 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
14.5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this Clause 14.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.8. Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to:
The Old Brewery, Castle Eden, County Durham, TS27 4SU.
sent by email to the address to office@arguseurope.co.uk
(b) Any notice or communication shall be deemed to have been received:
i. if delivered by hand, at the time the notice is left at the proper address;
ii. 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
iii. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.8(b)iii business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
14.9. Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.10. Governing law. The Contract, 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.
14.11. Jurisdiction. Each party irrevocably agrees that the courts of the 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 the Contract or its subject matter or formation.