SERVICE AGREEMENT

BUSINESS TERMS AND CONDITIONS
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CONTRACT DETAILS

This Agreement is made between:

3/4 Inside IR35 Roles Limited, incorporated and registered in England and Wales with company number 13467159, whose registered office is at Unit A07, Arena Business Centre, Holyrood Close, Poole, England, BH17 7FJ, and VAT number is 384070301, trading as Inside IR35 Roles (“we”, “us”, “our”);

and

1/4 The Customer (“Recruiter” “End Hirer” “you”, “your”).

BACKGROUND

Inside IR35 Roles provides contractor recruitment services, offering an online platform for Recruiters and End Hirers to post contract role advertisements and search for suitable contractors. The Customer wishes to engage Inside IR35 Roles for the provision of their services and Inside IR35 Roles is willing to provide services to the Customer in accordance with the terms of this Agreement (“Services”).

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BY USING OUR SERVICES, THE CUSTOMER AGREES TO THE FOLLOWING TERMS

CONTENTS

1. Interpretation

2. Commencement and Duration

3. Inside IR35 Roles’ Responsibilities

4. Customer’s Obligations

5. Change Control

6. Charges and Payment

7. Quality of Services

8. Intellectual Property Rights

9. Confidentiality

10. Limitation of Liability

11. Termination and Expiry

12. Consequences of Termination

13. Remedies

14. Force Majeure

15. Variation

16. Waiver

17. Rights and Remedies

18. Severance

19. Agreement in Full

20. Third Party Rights

21. Notices

22. Governing Law and Jurisdiction

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AGREED TERMS

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this Agreement:

1.1.1 “Agreement” or “Contract” means this agreement between the Customer and Inside IR35 Roles that is made up of: The Contract Details and The Agreed Terms.

1.1.2 “Business Day” means 9am to 5:30pm, Monday to Friday (excluding public holidays in England and Wales).

1.1.3 “Commencement Date”means the date that the Customer started using Inside IR35 Roles’ Services and accepted these terms and conditions on the Website.

1.1.4 “Confidential Information”means any information of a confidential nature as described in clause 9.

1.1.5 “Customer’s Equipment”means any equipment, systems, or facilities provided by the Customer and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.

1.1.6 “Deliverables”means all Documents, products, and materials developed by Inside IR35 Roles or its agents, subcontractors, consultants, or employees in relation to the Services provided in any form.

1.1.7 “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.

1.1.8 “Force Majeure Event”has its definition in clause 14.1.

1.1.9 “In-put Material”means all Documents, information, and materials provided by the Customer, relating to the Services.

1.1.10 “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective 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 future, in any part of the world.

1.1.11 “Inside IR35 Roles’ Equipment”means any equipment including tools, systems, or facilities provided by Inside IR35 Roles or its agents, subcontractors, consultants, or employees and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties, under which, title passes to the Customer.

1.1.12 “Inside IR35 Roles’ Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services.

1.1.13 “Pre-existing Materials”means all Documents, information, and materials provided by Inside IR35 Roles or its agents, subcontractors, consultants, or employees, relating to the Services, which existed prior to the Commencement Date.

1.1.14 “Schedule 1”means the schedule attached to this Agreement.

1.1.15 “VAT”means value added tax, chargeable under the Value Added Tax Act 1994.

1.1.16 “Website” means https://www.outsideir35roles.com and https://www.outsideir35.co.uk.

1.1.17 References to clauses and schedules are to the clauses and schedules of this Agreement, and references to paragraphs are to the paragraphs of the relevant schedule or appendix.

1.1.18 Any Schedules shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes any Schedules.

1.1.19 Schedules, clauses, and paragraph headings shall not affect the interpretation of this Agreement.

1.1.20 Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

1.1.21 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.1.22 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 or following those terms.

1.1.23 A reference to “writing”or “written” includes e-mail.

1.1.24 A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.1.25 A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.

1.1.26 A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.

1.1.27 A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.

1.1.28 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.1.29 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. COMMENCEMENT AND DURATION

2.1. This Agreement shall commence on the Commencement Date and continue until the Services are complete unless the Agreement is terminated by one of the parties giving the other notice in writing (unless this Agreement is terminated in accordance with clause 11).

2.2. Inside IR35 Roles shall provide the Services from the Commencement Date and shall continue to provide the Services throughout the term.

3. OUTSIDE IR35 ROLES’ RESPONSIBILITES

3.1. Inside IR35 Roles shall:

3.1.1 Use reasonable endeavors to perform the Services and deliver any Deliverables to the Customer in accordance with this Agreement and shall allocate sufficient resources (including all equipment, tools, or other items required) to the Services to enable them to comply with this obligation.

3.1.2 Take commercially reasonable steps to ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in installation and design.

3.1.3 Ensure Inside IR35 Roles’ Team use reasonable skill and care in the performance of the Services.

3.1.4 Comply with all applicable laws and regulations relating to the provision of the Services; and provided that Inside IR35 Roles shall not be liable under the Agreement if, as a result of such compliance, they are in breach of any of their obligations under this Agreement.

3.1.5 Use reasonable endeavors to meet any deadlines as to performance dates as specified by the Customer.

3.1.6 Co-operate with the Customer in all matters relating to the Services.

3.1.7 Take Reasonable care of any of the Customer’s Equipment and In-Put Material in Inside IR35 Roles’ possession and make them available for collection by the Customer on reasonable notice and request. Inside IR35 Roles may dispose of the Customer’s Equipment or In-Put Material if the Customer fails to collect them within a reasonable period after termination of this Agreement.

3.2 The Website is provided as an advertisement platform only. Inside IR35 Roles does not act as an employment agency and/or an employment business in respect of the Website. This means that Inside IR35 Roles does not have the obligations of an employment agency and/or employment business under the applicable laws, including any obligation to confirm the identity and/or suitability of a particular contractor for a particular contract vacancy (or vice versa).

3.3 The Website is provided as an advertisement platform only. Inside IR35 Roles does not act as a recruitment agency and/or a recruitment business in respect of the Website. This means that Inside IR35 Roles does not have the obligations of a recruitment agency and/or a recruitment business under the applicable laws, including any obligation to confirm the identity and/or suitability of a particular contractor for a particular contract vacancy (or vice versa).

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer Shall:

4.1.1 Co-operate with Inside IR35 Roles in all matters relating to the Services and appoint as it thinks fit a Customer’s manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services.

4.1.2 Provide such information as Inside IR35 Roles may reasonably request, and the Customer considers reasonably necessary in order to carry out the Services in a timely manner and to ensure that it is accurate in all material respects.

4.1.3 Provide Inside IR35 Roles’ Team with access to the Customer’s data as reasonably required by Inside IR35 Roles’ Team to supply the Services.

4.1.4 Make all payments due to Inside IR35 Roles in accordance with clause 6.

4.1.5 If Inside IR35 Roles’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, Inside IR35 Roles shall:

4.1.5.1 Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

4.1.5.2 Be entitled to payment of the charges despite any such prevention or delay.

4.1.5.3 Be entitled to recover any additional costs, charges, or losses that Inside IR35 Roles sustains or incurs that arise directly or indirectly from such prevention or delay.

4.1.6 Comply with Inside IR35 Roles’ Website Terms and Conditions: https://insideir35roles.com/terms-of-use/; and Inside IR35 Roles’ Privacy Policy: https://insideir35roles.com/privacy-policy/.

4.1.6.1 In particular, Recruiters and End Hirers shall comply with the content standards set out in clause 7 of the Website Terms and Conditions. Before a contract role advertisement is posted or uploaded to the Website, the Recruiter or End Hirer must first apply reasonable care to assess and confirm that such role is outside IR35. If necessary, we advise that you seek professional advice to apply IR35 legislation and make an accurate assessment. Failure to take reasonable care in your assessment may result in you taking on IR35 obligations (for which Inside IR35 Roles shall not be liable for) and consequences set out in Inside IR35 Roles’ terms of use shall apply. You must also ensure that you complete a Status Determination Statement to establish your assessment.

4.2 It is the responsibility of the Recruiter or End Hirer to ensure the contractor is suitable for a particular role before offering a role to, or employing, any person contacted through the Website. It is also the responsibility of the contractor to ensure that the vacancy and the Recruiter or End Hirer is suitable for their purposes before accepting any contract.

4.3 All reasonable checks should be carried out by the Recruiter or End Hirer before offering a role to a contractor, including and without limitation, identity checks, qualifications, and experience. The Recruiter or End Hirer must provide a thorough understanding of the role being offered, health and safety issues, and legal requirements.

5. CHANGE CONTROL

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

5.2. If either party has made any request to make a change to the scope or execution of the Services, Inside IR35 Roles shall, within a reasonable time, provide a written estimate to the Customer of:

5.2.1 The likely time required to implement the change.

5.2.2 Any necessary variations to Inside IR35 Roles’ charges arising from the change.

5.2.3 Any other impact of the change on this Agreement.

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

5.4. If both parties consent to a proposed change, the change shall be made only after the agreement of the necessary variations to Inside IR35 Roles’ charges, the Services, and any other relevant terms of this Agreement has been varied in accordance with clause 15.

5.5. If Inside IR35 Roles requests a change to the scope or execution of the Services in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature or scope of, or the charges for the Services, the Customer shall not unreasonably withhold or delay consent to it. Unless Inside IR35 Roles‘ request was attributable to the Customer’s non-compliance with the Customer’s obligations, neither the Inside IR35 Roles’ charges nor any other terms of this Agreement shall vary as a result of such change.

6. CHARGES AND PAYMENT

6.1. In consideration of the provision of the Services by Inside IR35 Roles, the Customer shall pay the charges in accordance with this clause 6.

6.2. Our Website is available to access free of charge, however you may purchase credits to use certain features on our Website:

6.2.1. If you are purchasing posting credits, you must make payment upfront before receiving the credit to your account and accessing our posting feature. The fee for any credits shall be specified on our Website prior to purchase.

6.2.2. If you are requesting to receive business resumes or CVs and cover letters, we will provide an appropriate quote depending on the volume we have on our system, and you must make payment before receipt.

6.3. All charges include VAT and shall be paid in Great British Pounds, unless otherwise agreed in writing by Inside IR35 Roles.

6.4. Inside IR35 Roles accepts payment via Stripe. We may also take ad-hoc payments via the virtual terminal on Stripe.

6.5. All payments from the Customer to Inside IR35 Roles 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).

6.6. The parties agree that Inside IR35 Roles may review and increase the charges at their discretion.

7. QUALITY OF SERVICES

7.1. Inside IR35 Roles warrants to the Customer that:

7.1.1. Inside IR35 Roles will perform the Services with reasonable care and skill, and in accordance with generally recognised commercial practices and standards in the industry for similar services.

7.1.2. The Services will be provided in accordance with all applicable legislation from time to time in force, and Inside IR35 Roles will inform the Customer as soon as it becomes aware of any changes in that legislation.

7.1.3. The Customer’s rights under this Agreement are in addition to the statutory terms implied in favour of the Customer by the Supply of Goods and Services Act 1982 and any other statute.

7.1.4. The provision of this clause shall survive any performance, acceptance, or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by Inside IR35 Roles.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Inside IR35 Roles shall own all Intellectual Property Rights in existence as at the Commencement Date and which are created in the provision of the Services. Nothing in this Agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Customer.

8.2. In relation to any claim (including threats) or dispute brought to the Customer’s attention, the Customer shall:

8.2.1. Upon becoming aware, notify Inside IR35 Roles of such a claim (including threats) or dispute.

8.2.2. Allow Inside IR35 Roles to conduct all negotiations and proceedings to settle the IPR’s claim.

8.2.3. Provide Inside IR35 Roles with reasonable assistance regarding the IPR’s claim.

8.2.4. Not, without prior consultation with Inside IR35 Roles, make any admission in relation to the IPR’s claim or attempt to settle it, provided that Inside IR35 Roles considers and defends any IPR using competent counsel, and in such a way as not to bring the reputation of the Customer into disrepute.

9. CONFIDENTIALITY

9.1. Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any In-put Material (in the case of Inside IR35 Roles), Pre-existing Material (in the case of the Recruiter and End Hirer), technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement, except as permitted by clause 9.2.

9.2. Both parties may disclose Confidential Information:

9.2.1. To its employees, agents, consultants, or subcontractors (and in the case of Inside IR35 Roles, Inside IR35 Roles’ Team) as is needed for the purpose of discharging its obligations under this Agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause 9.

9.2.2. As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

9.3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

9.4. All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other, shall at all times be (and remain) the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of or used, other than in accordance with any written instruction or authorisation.

9.5. Personal Data and Confidential Information shall be processed and used only in accordance with Inside IR35 Roles’ Privacy Policy as it exists and is amended and update from time to time: https://insideir35roles.com/privacy-policy/. It is the responsibility of the Recruiter or End Hirer to read and agree to the terms set out in our Privacy Policy before requesting or viewing CVs and business resumes. In particular, the Recruiter or End Hirer understands that they must only use, or process Personal Data obtained from contractor’s CVs and business resumes in connection with the relevant advertisement.

10. LIMITATION OF LIABILITY

10.1. Inside IR35 Roles’ total liability under or in connection with this Agreement shall be limited to the greater of:

10.1.1 150% the total value of this Agreement; or

10.1.2 £100,000.

10.2. This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty.

10.3. Nothing within this clause shall exclude or limit liability for:

10.3.1 Death or personal injury caused by negligence.

10.3.2 Fraud or fraudulent misrepresentation.

10.4. Inside IR35 Roles will not be liable to the Customer, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:

10.4.1. Loss of profit.

10.4.2. Loss of goodwill.

10.4.3. Loss of business.

10.4.4. Loss of business opportunity.

10.4.5. Loss of anticipated saving.

10.4.6. Loss of corruption of data or information.

10.4.7. Loss of contracts.

10.4.8. Loss of use of money.

10.4.9. Loss of actual savings.

10.4.10. Loss of revenue.

10.4.11. Loss of reputation.

10.4.12. Ex gratia payments.

10.4.13. Loss of operation time.

10.4.14. Loss of opportunity.

10.4.15. Special, indirect, or consequential damage or loss suffered by the Customer, arising under or in connection with this Agreement or our Website.

10.5 The Customer shall hold harmless Inside IR35 Roles from and against any liabilities, claims, damages, obligations, losses, and costs that arise from the Customer’s violation of any applicable laws or regulations (including any equality or discrimination laws), and the Customer’s actions as an employer of any person employed through the use of the Website.

10.5.1 The Customer also agrees that they have a duty to defend Inside IR35 Roles against such claims. You agree that this indemnity extends to requiring you to pay for Inside IR35 Roles’ solicitor fees, court costs, settlements, and disbursements.

10.6 Nothing in this Agreement shall or shall not be deemed to relieve the Customer of any common law duty to mitigate any loss or damage incurred by it.

11. TERMINATION AND EXPIRY

11.1 Inside IR35 Roles may terminate this Agreement with immediate effect by giving written notice to the Customer if:

11.1.1 The Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment.

11.1.2 The Customer commits a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days.

11.1.3 The Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.

11.1.4 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’s business activities.

11.1.5 An application is made to court (or an order is made) for the appointment of an administrator, or if notice of intention to appoint an administrator is given over the other party.

11.2 All contract role advertisements will expire 30 days after the date they are uploaded to our Website.

12. CONSEQUENCES OF TERMINATION

12.1. On termination of this Agreement for any reason, the Customer shall immediately pay to Inside IR35 Roles, all sums due and owing to it in connection with this Agreement.

12.2 Both parties shall return, destroy, or otherwise deal with, any Confidential Information as the disclosing party shall wish for it to be dealt with.

12.3 On termination or expiry of this Agreement, the following clauses shall continue in force: clause 8, clause 9, clause 10, clause 12, clause 18, and clause 22.

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

13. REMEDIES

13.1. If any Services are not supplied in accordance with this Agreement or any Schedule, or Inside IR35 Roles fails to comply with any terms of this Agreement, the Customer shall be entitled (without prejudice to any other right or remedy) to require Inside IR35 Roles to carry out such additional work as is necessary to correct its failure.

14. FORCE MAJEURE

14.1. A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation:

14.1.1 Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic.

14.1.2 War, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots).

14.1.3 Imposition of sanctions.

14.1.4 Nuclear, chemical, or biological contamination.

14.1.5 Sonic boom.

14.1.6 Fire, explosion, or accident (including collapse of building).

14.1.7 Interruption or failure of utility services.

14.2. Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3. The corresponding obligations of the other party will be suspended and its time for performance of such obligations extended to the same extent as those of the affected party.

14.4. The affected party shall:

14.4.1. As soon as practicable after the start of the Force Majeure Event, but no later than 30 Business Days from its start, notify the other party in writing of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any obligations under this Agreement.

14.4.2. Use reasonable endeavors to mitigate the effect of the event on the performance of its obligations.

15. VARIATION

15.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.

16. WAIVER

16.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.

16.2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.

17. RIGHTS AND REMEDIES

17.1. The rights and remedies provided under this Agreement are in addition to and not exclusive of any rights or remedies provided by law.

18. SEVERANCE

18.1. If any provision or part provision of this Agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this Agreement.

18.2. If it comes to the attention of either party that any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.

19. AGREEMENT IN FULL

19.1. This Agreement, including any schedules and appendixes, constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and assurances between them, whether written or oral.

19.2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.

20. THIRD PARTY RIGHTS

20.1. No one, other than a party to this Agreement, shall have any right to enforce any of its terms. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

21. NOTICES

21.1. Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be:

21.1.1. Delivered either by hand, by pre-paid first-class post, or by other next working day delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated; or

21.1.2. Sent by email to the email address specified in writing by Inside IR35 Roles as being a suitable address for service.

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

21.2.1. If delivered by hand, at the time the notice is left at the proper address.

21.2.2. If sent by pre-paid first-class post, or by other next working day delivery service, at 9am on the second Business Day after posting.

21.2.3. If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.

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

22. GOVERNING LAW AND JURISDICTION

22.1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), shall be governed and construed in accordance with the law of England. We both agree that the courts of England and Wales will have exclusive jurisdiction.

BY USING OUR SERVICES, THE CUSTOMER AGREES TO THESE TERMS AND CONDITIONS

THIS CONTRACT HAS BEEN ENTERED INTO ON THE COMMENCEMENT DATE