Terms and Conditions - Flagship Partners

Please note that additional terms and conditions specific to consultancy work can be found further down the page of the main terms and conditions.

Flagship Trucks t/a Flagship Partners – Terms and Conditions including Cancellation Policy

General Terms of Business

Once a booking by a customer has been accepted either verbally, in person, over the telephone or in writing, cancellation of the agreed training/booking by a customer 10 working days or more prior to the commencement of the course date will incur an administration charge of 25% excluding VAT. Cancellation within 10 working days by a customer prior to the booking date will result in the whole booking fee being CHARGED unless superseded by a variation to conditions of business specified for a particular booking i.e. Driver Periodic CPC. Substitution of course delegates will be accepted upon reasonable notice being given and the original joining instructions and fee will be deemed to be acceptable, however this is subject to the course due to awarding body regulations. All cancellations must be via email, verbal cancellations are not acceptable, and proof is required in the event of non-delivery. It is the responsibility of the customer to ensure that an Order Number with instructions is issued by email, it is required by the customer to be included in any future invoices or correspondence for services provided by Flagship Partners. Where a verbal order has been accepted by Flagship Partners it will be deemed that the standard Terms & Conditions apply for the service being provided without variation at a later date, unless agreed in writing by Flagship Partners as a variation to contract.
Payment of all booking fees must be made prior to the commencement of the course unless other arrangements have been mutually agreed with Flagship Partners. Where a customer has paid a deposit, the full balance is due payable 10 working days prior to the course commencing. Unless other arrangements have been made, failure to pay the balance could result in the course being cancelled and the full charges being incurred.
Any variation to the joining instructions, course dates, time of attendance etc, made by Flagship Partners will be notified to the customer. Flagship Partners will make every effort to ensure the original instructions are complied with. In the event of course / delegate cancellation made by Flagship Partners every endeavour will be made for the delegate to attend the next available course. All incidents and actions including any money refunds are dealt with promptly and fairly in compliance with the Company’s quality processes.
Any delegates attending Flagship Partners premises or training locations including vehicles are required to adhere to any notices or instructions given to them by Flagship Partners.
Flagship Partners does not accept any responsibility for personal belongings or vehicle left on the premises.
Unless specified arrangements are made for the event refreshments by Flagship Partners, refreshments during the event will be delegate’s responsibility.
If lunch is included on a Flagship Partners training session unfortunately we are unable to cater for special dietary requirements, if you suffer from any food allergies or specific dietary needs we kindly suggest you bring your own food to avoid any issues.
Where external examinations are involved and the delegate for enrolment has supplied details, Flagship Partners cannot accept any responsibility for the accuracy if a dispute should arise with the examinations body.
It is important that adequate provision is made to ensure that drivers attending courses are able to comply with the rest requirements laid down in the Driver Hours Regulations.
Special needs, the Company will endeavour to provide training or consultancy work wherever and whenever practical to do so having first accessed the applicants capability to receive instruction which does not compromise the Health & Safety of its workforce, the general public and the individual themselves. For a person who falls into the category of requiring special needs, the Company’s normal standard tariff quoted in its Course Guide does not apply and each request will be priced on an individual basis and subject to whatever is recommended at time against the need. The Company retains the right to refuse to train any person who in its professional belief will not be able to reach the required standards of that prescribed by either the HSE or the DSA having firstly assessed the person.
Should the course be held at the customers own site the room provided must be fit for purpose. If the instructor feels that the premises are not adequate then they may cancel the course at full charge.
Where First Aid online training is part of the learning experience, we will require learner email address and expiring First Aid certificates where appropriate to enable each learner to access online training and certification thereafter. All online learning has to be completed prior to any classroom-based training sessions and failure to do so may result in certificate not being processed.

The above terms and conditions are binding on acceptance of the joining instructions and supersede any terms and conditions that the customer may wish to impose, no variation may be made without the specific signed agreement with the management of Flagship Partners.

Cancellation Policy

Refunds for cancellation minus any non-refundable deposits or online courses already having been accessed will be issued on a sliding scale as follows (unless otherwise agreed):

Cancellation within 60 days of training = 100% refund
Cancellation within 45 days of training = 75% refund
Cancellation within 30 days of training = 50% refund
Cancellation within 14 days of training = 25% refund
Cancellation within 7 days of training = no refund

If you need to cancel or reschedule to a different date please inform us in writing (via email). We will endeavour to accommodate an alternative date and at the discretion of Flagship Partners a rescheduled date will not incur a penalty or fee.

Refund Policy

If a refund is payable to a customer for any reason it will be completed within fourteen days of becoming due.

This is calculated after any cancellation costs have been deducted.

Driver Periodic CPC Training

Flagship Partners is an accredited centre AC02159, whose courses are approved by JAUPT (Joint Approvals Unit Periodic Training) in order to deliver Driver Periodic CPC training that meet the legal requirements.
A booking day is a minimum of 7 hours (excluding breaks), it is a requirement of the booking that the course start is punctual, that the course complies with the syllabus approved by JAUPT, that the trainee is in attendance for a minimum of 7 hours (excluding breaks) in accordance with the course timetable. Failure on the part of the trainee to fulfil this requirement may mean they are refused entry to the course and will be deemed to have cancelled the course forfeiting the course fees.
Unless an account facility has been pre-arranged and fully cleared, all bookings must be paid for prior to the course starting. Any extra training booked during a course must be paid for before the test date).
No allowance can be made for non-attendance of a trainee booked on a course unless 10 days’ notice of cancellation is received. Any deposits paid are non-refundable. However, in exceptional circumstances and at the discretion of management, all or part of any monies paid (excluding Test Fees) may be transferable to an alternative booking date. Customers are advised that when returning a cancellation notice that they email with the detail and proof is required in the event of non-delivery. Failure to be able prove email delivery within the prescribed timescale above, may result in a charge for all or part of the course being made dependent upon all or part of the cancelled course being sold.
If our instructor attends your premises to conduct a booked course but is unable to do so due to lack of facilities or any other failure, which is the customer’s responsibility, fees will be payable in full.
It is the customer’s responsibility to ensure that the person attending a Driver CPC course produces both parts of their valid driving licence, paper and photo identification on the day of their course. In the event that the information provided proves to be incorrect, the correct information must be provided to Flagship Partners within three working days of the course having taken place to allow the information to be uploaded to the central database. Failure to provide the correct Driver Licence details will mean the course attended will not be allowed and will have to be sat again in order to gain accreditation and will incur additional fees.
Every effort will be made to ensure a course goes ahead according to plan, however it maybe that a course has to be cancelled at very short notice, such as due to adverse weather, instructor illness, low course bookings, change of venue or any other unforeseen circumstance. Under these circumstances every effort will be made to firstly advise the course delegate giving as much notice as practically possible as to any change in the booking arrangement. In the case of the cancellation being no fault of the delegate, a new course will be offered or a refund of any course fee paid.

Health and Safety

Flagship Partners is committed to ensure as far as is reasonably practicable, the health, safety and welfare of its employees, all learners, contractors and other persons who may be affected by its operation, as outlined in this document and in accordance with current legislation, safe learner and safe guarding principles.

The policy will be applied equally and fairly without exception.

Flagship Partners will achieve this by providing and maintaining places of work, learning environments and work equipment which are safe and free from risks to health. Flagship Partners is committed to provide suitable arrangements for the welfare of employees, learners and contractors. All necessary information, training and supervision will be provided to ensure implementation of this policy.

Management, Employees and Flagship Partners members will do all that is reasonably practicable to avoid and/or reduce health and safety risks.

Covid-19

General

Flagship Partners adheres to all government Covid-19 policies to include but not limited to trainers and candidates wearing face coverings when at the Flagship Training Centre when law dictates, reduced seating capacity in the Flagship Training Centre to allow for 2m social distancing, new First Aid bandages and dressing kits for all delegates, temperature checking and increased hand washing.

Should a candidate have any symptoms associated with Covid-19, they must not attend a training course.

Cancellations due to Covid-19

Should Flagship Partners have to cancel a training course due to Covid-19 reasons, all candidates due to attend the course will be notified by email and will be placed on the next available course that they are able to attend.

Should a candidate have to cancel a course they are due to attend because of Covid-19 reasons, they must contact Flagship Partners prior to the event giving as much notice as is possible, they will then be placed on the next available course that they are able to attend.

This policy will be reviewed periodically and revised if necessary.

RESPONSIBLE PERSONS

OVERALL RESPONSIBILITY Mr Peter Rushmer Position: Managing Director

FLAGSHIP TRUCKS LTD
TERMS AND CONDITIONS FOR TRANSPORT CONSULTANCY WORK

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 6 (LIMITATION OF LIABILITY).

1. Interpretation

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions:

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 supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 9.5.

Contract: the contract between Flagship and the Customer for the supply of Services 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 purchases Services from Flagship.

Customer Default: has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in the Order produced by Flagship for the Customer.

Flagship: FLAGSHIP TRUCKS LTD registered in England and Wales with company number 11391810.

Order: the Customer’s order for Services as agreed in writing between the Customer and Flagship.

Services: the services, including the Deliverables, supplied by Flagship to the Customer as set out in the Order.

Supplier Materials: has the meaning set out in clause 4.1(g).

1.2 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) 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.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Flagship issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by Flagship, and any descriptions or illustrations contained in the Flagship’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 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.

2.5 Any quotation given by Flagship shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. Supply of Services

3.1 Flagship shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.2 Flagship reserves the right to amend the specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Flagship shall notify the Customer in any such event.

3.3 Flagship warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer’s obligations

4.1 The Customer shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with Flagship in all matters relating to the Services;

(c) provide Flagship, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Flagship;

(d) provide Flagship with such information and materials as Flagship may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) prepare the Customer’s premises for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

(g) keep all materials, equipment, documents and other property of Flagship (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Flagship, and not dispose of or use Flagship Materials other than in accordance with Flagship’s written instructions or authorisation.

4.2 If Flagship’s performance of any of its obligations under the Contract is 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, Flagship shall have the right to suspend performance of the Services 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 Flagship’s performance of any of its obligations;

(b) Flagship shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Flagship’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Customer shall reimburse Flagship on written demand for any costs or losses sustained or incurred by Flagship arising directly or indirectly from the Customer Default.

5. Charges and payment

5.1 The Charges for the Services shall be calculated on a time and materials basis:

(a) the Charges shall be calculated in accordance with Flagship’s daily fee rates, as set out in the Order;

(b) Flagship’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;

(c) Flagship shall be entitled to charge an overtime rate for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(b), such overtime rate shall be reflected in the Order, or agreed in writing from time to time; and

(d) Flagship shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Flagship engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Flagship for the performance of the Services, and for the cost of any materials.

5.2 Flagship reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

5.3 Notwithstanding clause 5.2, Flagship may increase the Charges with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which is due to any factor beyond the control of the Supplier.

5.4 Flagship shall invoice the Customer at the start of the month, in advance.

5.5 The Customer shall pay each invoice submitted by Flagship:

(a) within 14 days of the date of the invoice or in accordance with any credit terms agreed by Flagship and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by Flagship, and

time for payment shall be of the essence of the Contract.

5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Flagship to the Customer, the Customer shall, on receipt of a valid VAT invoice from Flagship, pay to Flagship such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.7 If the Customer fails to make a payment due to Flagship under the Contract by the due date, then, without limiting Flagship’s remedies under clause 7, 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 5.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.8 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).

6. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

6.1 References to liability in this clause 6 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

6.3 Nothing in this clause 6 shall limit the Customer’s payment obligations under the Contract.

6.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

6.5 Subject to clause 6.2 (No limitation in respect of deliberate default), and clause 6.4 (Liabilities which cannot legally be limited), Flagship’s total liability to the Customer for all loss or damage shall not exceed the amount paid by the Customer to Flagship under the Contract.

6.6 Subject to clause 6.2 (No limitation in respect of deliberate default), clause 6.3 (No limitation of customer’s payment obligations) and clause 6.4 (Liabilities which cannot legally be limited), this clause 6.6 sets out the types of loss that are wholly excluded:

(a) loss of profits

(b) loss of sales or business.

(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.

6.7 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, 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.

6.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier 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 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.

6.9 This clause 6 shall survive termination of the Contract.

7. Termination

7.1 Without affecting any other right or remedy available to it, Flagship may terminate the Contract by giving the Customer one month’s written notice.

7.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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 other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’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.

7.3 Without affecting any other right or remedy available to it, Flagship may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment or there is a change of Control of the Customer.

7.4 Without affecting any other right or remedy available to it, Flagship may suspend the supply of Services under the Contract or any other contract between the Customer and Flagship 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 7.2(c) to clause 7.2(d), or Flagship reasonably believes that the Customer is about to become subject to any of them; and

(c) the Flagship reasonably believes that the Customer is about to become subject to any of the events listed in clause 7.2(b).

8. Consequences of termination

8.1 On termination or expiry of the Contract:

(a) the Customer shall immediately pay to Flagship all of Flagship’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Flagship shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of Flagship Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Flagship 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.

8.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

8.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

9. General

9.1 Force majeure. 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.

9.2 Assignment and other dealings.

(a) Flagship 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 Flagship.

9.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.3(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 9.3; 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.

9.4 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.

9.5 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).

9.6 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 default. 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.

9.7 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 deleted under this clause 9.7 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.

9.8 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 at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Order

(b) Any notice 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 fax or 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 9.8(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 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.

9.9 Third party rights.

(a) 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.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

9.10 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 law of England and Wales.

9.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.