The Customer's attention is drawn in particular to the provisions of clauses 6 and 7.
1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Halo Products means those products with “Halo” or “Halo Vapour Co.” Trade Marks attached or affixed to the products or otherwise sold under those Trade Marks.
Force Majeure: Event: has the meaning given in clause 13.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Products means the products of the type and specification sold by the Supplier from time to time including but not limited to Products manufactured and packed under the Supplier’s Trade Marks.
Supplier: Orderly Distribution Limited (registered in England and Wales with company number 11530185) trading as Orderly and/or Orderly Distro.
Trade Marks means trade mark registrations and applications and any further trade mark registrations and applications owned or used under licence by the Supplier or any company in the Supplier’s company group together with any further trade marks that the Supplier may permit or may procure permission for the Customer to use solely in respect of the promotion for sale and the sale of the Products.
2. Construction
2.1 In these Conditions, the following rules apply: A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its personal representatives, successors or permitted assigns.
A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or written includes faxes and e-mails.
3. Basis of contract
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3.3 Orders may be placed online via www.OrderlyDistro.co.uk, by email or by telephone, but an Order shall only be deemed to be accepted when the Supplier issues an email to the Customer confirming that the status of the Order has been changed either to “Shipped” or to “Awaiting Pick Up” at which point the Contract shall come into existence. Other order statuses may be used to inform the Customer of order progress, but these shall not constitue acceptance of an Order unless specifically confirmed by email.
3.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
3.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures, or on any of the Supplier’s websites are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
4. Goods
4.1 The Goods are described on the Supplier's website at www.OrderlyDistro.co.uk.
4.2 The Supplier reserves the right to amend the specification of the Goods from time to time.
5. Sale of Goods
5.1 The Customer shall only sell the Products to adults over the age of 18 and shall take all reasonable steps to check and verify that the person purchasing the Products (or products of a similar type) is over the age of 18.
5.2 The Products are for retail sale only and any wholesale sale or supply to another business is not permitted under this Agreement.
5.3 Subject to clause 5.4 below, the Customer shall sell the Products via a website, physical retail store, market stall or mobile unit which meets and which continues to meet the minimum guidelines for suitability, brand and sale of the Products specified by the Supplier from time to time.
5.4 Sale of Halo Products via a website or other method of online sale is strictly prohibited although the Customer may, subject to prior written approval from the Supplier, advertise online the availability for sale of Halo Products at their physical retail store, market stall or mobile unit.
5.5 The Customer shall not:
(a) Pledge the Supplier’s credit; or
(b) Give any condition or warranty on the Supplier’s behalf; or
(c) Make any representation on the Supplier’s behalf; or
(d) Commit the Supplier to any contracts.
5.6 The Customer shall not without the Supplier’s prior written consent make any promises or guarantees about the Products beyond those contained in the promotional material supplied by the Supplier. In particular, the Customer shall not make any health claims about the Products.
6. Limitation of liability
The customer’s attention is particularly drawn to this clause.
6.1 Subject to clause 6.2:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
6.2 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
7. Customer Safety Information
The Customer must be aware of the following and be sure that all Customer and related marketing is
informed as necessary
7.1 All Products must only be used in accordance with the instructions provided and if the Customer or any end customer has any questions or concerns about their use, they should get in touch with the Supplier at support@orderlydistro.co.uk or on 01792 851919.
7.2 E-liquid and Cartomisers
(a) The majority of the Supplier’s cartomisers and eliquid contain nicotine. Nicotine can be a toxic and addictive substance. Nicotine-containing liquids are only intended for use by committed smokers of legal smoking age, and they are not intended for use by non-smokers, children, women who are pregnant or may have become pregnant or by any person with an elevated risk or, or pre-existing condition of any medical condition, which includes but is not limited to, heart disease, diabetes, high blood pressure, emphysema or asthma, unless such use has been recommended or approved by your GP. Should a user feel unwell, they should stop using the product and consult a doctor.
(b) The Supplier’s e-liquids, cartomisers and inhalation devices are not provided as smoking cessation aids, and they have not been approved by the MHRA, EMA or FDA for this purpose. The Supplier’s e-liquids, cartomisers and inhalation devices are not intended to treat, prevent or cure any disease, conditions or addiction.
(c) E-liquids containing nicotine may be harmful if ingested in sufficient quantities, with risk of fatality should they be accidentally consumed by children. Other ingredients may be harmful to animals. In the case of accidental ingestion medical advice should be sought if you feel unwell
(or immediately in the case of ingestion by a child) and the doctor shown the bottle and packaging from which the product was consumed. All of the Supplier’s e-liquid and cartridge (whether nicotine-containing or otherwise) products must be safely stored when not in use, and they must be kept out of the reach of children and animals at all times.
(d) Skin contact with the Supplier’s e-liquids may be harmful and should be avoided wherever possible. If the product comes into direct contact with skin, the affected area should be washed with plenty of soap and water. If the product comes into contact with the eyes, the affected area
must be rinsed thoroughly and medical advice sought. If e-liquid is spilled onto clothing, this should be washed before reuse.
(e) No person should eat, drink or smoke when handling e-liquids and hands should be washed thoroughly after handling any e-liquid product.
(f) Whilst every measure has been taken to make the Supplier’s packaging child-proof and all appropriate explicit warnings and cautions explicitly provided on packaging and labelling, the Supplier cannot be held responsible for any personal injury caused to any third party arising from or attributable to a failure to comply with the warnings and instructions as listed in this clause or from failure to use any product as intended or in accordance with instructions.
(g) The Supplier’s electronic cigarettes, refillable systems, cartomisers and e-liquids are classified by the Supplier are a group of products known as recreational nicotine delivery systems and must only be marketed as such. Any unsubstantiated health claims and/or smoking cessation benefit claims must be avoided in their entirety.
7.3 Batteries
(a) Batteries must only be charged with the charging equipment supplied by the Supplier and specifically intended for charging the Supplier’s product as these carry overcharge protection.
In particular adaptors provided for charging other devices (in particular mobile phones) must NOT be used to charge the Supplier’s products.
(b) Batteries should never be left on charge unattended or for an extended period of time. Batteries should be charged on a non-combustible surface.
(c) Batteries should not be exposed to any extremes of temperature or to moisture.
(d) Batteries should not be carried loose in pockets or bags where it may come into contact with other metal items.
(e) Batteries should be stored and transported in non-conductive containers. Batteries should be checked for damage prior to charging. A battery showing any signs of damage or which may have been exposed to extreme temperatures or moisture should not be charged but should be
safely disposed of.
(f) Whilst every measure has been taken to ensure the safety of the Supplier’s batteries, the Supplier cannot be held responsible for any personal injury caused by or attributable to a failure to comply with the warnings and instructions contained in this clause or the instructions provided with the product.
8. Delivery
8.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be
delivered.
8.2 The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
8.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
8.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.6 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
8.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
9. Quality, inspection and receipt
9.1 The Products supplied to the Customer by the Supplier shall:
(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier;
(b) comply with all applicable statutory and regulatory requirements.
9.2 Notwithstanding the above, warrantied goods are supplied with our standard warranty of 3 months for batteries and 12 months for chargers and accessories. All atomisers are classified as dead on arrival. Whilst the Supplier has taken measures to ensure the robustness and safety of its product range, it is highly recommended that due to the nature of the Goods, the Customer should carry spare Products and
accessories in the event of a product fault.
9.3 The Customer shall inspect the Goods immediately on delivery and notify the Supplier within 12 hours of delivery if there is any damage to the Goods that has been or may have been caused during carriage.
9.4 Unless the Customer has inspected the Goods and given written notice to the Supplier within two (2) working days after delivery that the goods do not comply with the relevant specifications or descriptions, the Goods are deemed to have been accepted in good order and condition.
9.5 Subject to clause 9.6, if:
(a) the Customer gives notice in writing to the within a reasonable time of discovery that any of the Goods do not comply with clause 6.1; and
(b) the defective Products are returned to the Supplier for testing, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
9.6 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 9.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 9.5;
(b) the defect arises because the Customer (or any customer of the Customer) failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.7 Except as provided in this clause 9 the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 9.1.
9.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
10. Title and risk
10.1 The risk in the Goods shall pass to the Customer on completion of delivery.
10.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cleared funds) for the Goods.
(a) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
(b) Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall ensure the Goods against all reasonable risks.
(c) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other
right or remedy of the Supplier) forthwith become due and payable.
(d) The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 10.2(b).
(e) The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if;
(i) The Customer commits or permits any material breach of his obligations under these Conditions;
(ii) The Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with creditors;
(iii) The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
(iv) The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors, or by a qualifying floating charge-holder (as defined in paragraph14 of Schedule B1 of the Insolvency Act 1986) a resolution is passed or petition presented to
any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
11. Price and payment
11.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
11.2 Payment is due in full at the time of the Order and no Goods shall be dispatched or delivered prior to receipt of payment in full. Payment must be received by 3pm for next day delivery.
11.3 The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
11.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
11.5 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
11.6 The Supplier shall invoice the Customer for each Order on placement of that Order. Each invoice shall quote the relevant Order Numbers.
11.7 The Customer shall pay invoices in full and in cleared funds within 3 Business Days of receipt. Payment shall be made to the account nominated in writing by the Supplier, or by such other means of payment agreed between the Supplier and the Customer. No Order shall be delivered until payment of the invoice has been received in full.
11.8 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly.
11.9 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party against any amounts payable by it to the other party.
11.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
12. Termination
12.1 If the Customer becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
12.2 For the purposes of clause 12.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or
the solvent reconstruction of the Customer;
(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(g) (being a company) the holder of a qualifying charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (a) to clause 12.2(h) (inclusive);
(j) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and (l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
12.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
13. Force majeure
13.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or
biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
14. General
14.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
14.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause
14.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3 Severance.
(a) If any provision or part-provision of the Contract 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 the Contract.
(b) If any provision or part-provision of this Contract 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.
14.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its
terms.
14.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
14.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
14.8 Jurisdiction. Each party irrevocably agrees 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 Contract or its subject matter or formation (including non-contractual disputes or claims).
Last updated 18 March 2021