GPH Builders Merchants Limited Terms & Conditions 2019-2020
End User Terms – Updated July 2019
These terms and conditions tell you information about us and the legal terms and conditions (Terms) on which we and Loyalty Works Limited (Loyalty Works) make available GPH Rewards (Rewards Scheme) to you. The Reward Scheme has been established exclusively for our trade customers. These Terms are made available to you on our website.
These Terms apply to the contract between you, us and Loyalty Works for provision of the Rewards Scheme (Contract). Please read these Terms carefully and make sure that you understand them, before registering to participate in our Rewards Scheme. Please note that before registering for the Rewards Scheme you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to participate in the Rewards Scheme. You should print a copy of these Terms or save them to your computer for future reference.
1. INFORMATION ABOUT US
1.1. The Loyalty Scheme is made available by GPH Builders Merchants Limited (we, us, our) (Company Number), Registered Address: 28 Albyn Place, Aberdeen, United Kingdom, AB10 1YL. Our VAT number is 751483330. The Loyalty Scheme is operated through the website www.gphrewards.co.uk (Website).
1.2. We have appointed a third party to manage the Rewards Scheme on our behalf. The Rewards Scheme is managed by Loyalty Works Limited (Loyalty Works) (Company Number 09971883); Registered Address: Ghyll Beck House, Gill lane, Yeadon, Leeds, LS19 7SE) and whose principal place of business is 4, Moorfield Chambers, Yeadon, Leeds LS19 7EA. Loyalty Works can be contacted by telephone on 0113 512 7470, or by email to firstname.lastname@example.org. If you have any queries regarding the Rewards Scheme you should direct those queries to Loyalty Works.
2. THE REWARDS SCHEME
2.1. The Rewards Scheme is a free scheme which is made available to you on the basis that you are one of our trade account customers and we wish to reward you for your custom. We make the Rewards Scheme available to our other customers. The Rewards Scheme is made available entirely at our discretion and may be withdrawn at any time.
2.2. By participating in the Rewards Scheme, you confirm you have read, understood and accept the Terms.
2.3. All participants of the Rewards Scheme must be aged 18 or over.
2.4. By participating in the Rewards Scheme, you confirm you will accept receipt of informative communication and materials from us and from Loyalty Works, which includes marketing material directly regarding the Rewards Scheme. For these purposes, reference to you also includes any individuals who you nominate within your business to receive such communications from us and Loyalty Works. You expressly agree to the receipt of such material via SMS messages and/or email. You may opt out of receiving these materials by SMS messages and/or email any time by clicking the ‘unsubscribe’ button on any of the SMS messages and/or emails you receive or by contacting Loyalty Works or us.
2.5. When registering for the Rewards Scheme you will be required to provide details of your business and an account will be set up in the name of your business (the account). You can also provide details of an individual who we and Loyalty Works shall correspond with in relation to your account. The Rewards Scheme shall only apply to products purchased from us in your account name and products purchased through the Rewards Scheme are for use only within your business.
2.6. The Rewards Scheme is operated on an annual basis. The 2019-2020 Rewards Scheme operates from the 1st September 2019 to 31st August 2020 and each year the Reward Scheme operates will be a Rewards Scheme Year, for the purposes of the Terms. You will be supplied with a target spend for each Rewards Scheme Year which you must achieve in order to qualify for rewards under the Rewards Scheme. Your qualifying Reward Scheme spend shall be inclusive from the first day of the month in which you complete your registration. Backdating of spend towards the Reward Scheme targets is not permitted. For more detail about the rewards, please see clause 9.
2.7. The Rewards Scheme is only available to those of our customers who are based in the United Kingdom. If you are based outside the United Kingdom, you cannot apply to join the Rewards Scheme.
2.8. If your application to join the Rewards Scheme is successful, and you qualify for and redeem a reward, you may be issued with a reward code via email, which will expire 31st October 2021. Any rewards not redeemed before expiry dates will be forfeited and your holiday code will become invalid.
3. MANAGEMENT OF THE REWARDS SCHEME
3.1. The Rewards Scheme is operated and managed on our behalf by Loyalty Works.
3.2. Any queries relating to the Rewards Scheme should be directed to Loyalty Works who can be contacted via telephone on 0113 512 7470, or by email to email@example.com. The methods of communication in connection with the Rewards Scheme shall be via the Website and via email to firstname.lastname@example.org, or via telephone on 0113 512 7470 or such other methods as Loyalty Works or us deem appropriate from time to time.
3.3. Our employees and staff cannot confirm if your account is registered on the Rewards Scheme or the amount you have spent during your participation in the Rewards Scheme. Only Loyalty Works can confirm if you have successfully registered for the Rewards Scheme and the details relevant to your Rewards Scheme account. You may visit the Website to view your spend to date, or see the Website FAQs.
3.4. Under no circumstances can our employees and staff register your account to the Rewards Scheme.
3.5. Rewards earned through the Rewards Scheme are issued by other third party companies including (but not limited to) Park Retail Ltd, (Registered Company Number 0402152; Registered Address: Valley Road, Birkenhead, CH41 7ED) trading as Love2Shop (Love2Shop). Please see clause 10 for more details regarding the redemption of rewards.
4. YOUR PARTICIPATION IN THE REWARDS SCHEME
4.1. You confirm that you have authority to bind the business on whose behalf you use the Website and the Rewards Scheme.
4.2. The Contract, which comprises these Terms constitutes the entire agreement between you, Loyalty Works and us in relation to the Rewards Scheme and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
4.3. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
4.4. You, we and Loyalty Works agree that none of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
4.5. In order to participate in the Rewards Scheme you must register for the Rewards Scheme. This can be done electronically using the registration form available on the Website, or by any other campaign managed by Loyalty Works or us.
4.6. Under no circumstances can any of your staff register an account on their own behalf, they can only register an account on your behalf with your consent.
5. HOW THE CONTRACT IS FORMED BETWEEN US
5.1. The Website will guide you through the steps you need to take in order to register as a participant in the Rewards Scheme. Please take the time to read and check your registration information during the registration process. You will be sent an email confirming the details you submitted when registering for the scheme. It is your responsibility to check you have submitted the correct details. If you wish to make any amends please contact Loyalty Works on the contact details above.
5.2. When completing the registration form, you must provide a valid email address that is registered to you (or the individual registering the account on your behalf) by which you can be contacted throughout the duration of the Rewards Scheme. You must also provide an address and telephone number on which you can be contacted in connection with the Rewards Scheme.
5.3. Any correspondence in relation to the Rewards Scheme will be sent to the email address you have supplied. We and Loyalty Works accept no responsibility for emails we/Loyalty Works do not receive due to spam filters or subscriptions.
5.4. When registering you must also provide details of your GPH Builders Merchants Limited account code (which must be a valid and up to date account code) to enable qualifying sales to be added to your Rewards Scheme account. If you provide an incorrect account code during the registration process, we/Loyalty Works can accept no liability or responsibility for your spending being allocated to the wrong Rewards Scheme account or not been allocated to you. Therefore, if you have any queries regarding your account code, or any concerns regarding the spending that has or has not been allocated to your account, please contact Loyalty Works immediately using one of the contact methods outlined above.
5.5. After you have submitted your completed registration form successfully, you will receive an email from Loyalty Works, on our behalf, confirming that they have received your completed application.
5.6. Once Loyalty Works have reviewed your registration form, they will contact you to confirm whether your application to register for the Rewards Scheme has been accepted. This confirmatory email will be sent from Loyalty Works, on our behalf.
5.7. When you complete the registration form you will be required to confirm you have read, understood and accept these Terms. When you submit your registration form, you will be bound by these Terms. We/Loyalty Works will confirm your acceptance to the Rewards Scheme via email, and at this point the Contract between us, Loyalty Works and you will be formed.
5.8. You are required to keep your personal account details safe and secure and you should not disclose these to anyone other than those of your employees who are involved in the administration of the Rewards Scheme on your behalf.
5.9. If your application to register for the Rewards Scheme cannot be accepted, Loyalty Works will inform you of this by email, or you may alternatively receive notification of this via your local branch. You may contact Loyalty Works for more details as to why your application was unsuccessful using one of the contact methods supplied above. Please note we/Loyalty Works may accept or reject applications entirely at our discretion.
5.10. You may be required to complete the registration process in subsequent Rewards Scheme Years. However, if you are not asked to complete the registration process again, you agree that we and Loyalty Works may automatically renew your participation in the Rewards Scheme during each subsequent Rewards Scheme Year.
5.11. We and Loyalty Works will not accept any third party or joint registrations. Only one registration per participant will be accepted. Companies which are in the same group and are your subsidiaries or holding companies (as defined in section 1159 of the Companies Act 2006) shall be deemed to be part of the same account as the company in whose group they operate. Accounts which are found to be duplicate accounts shall be dealt with by Loyalty Works, who shall contact you to notify you of how these duplicate accounts will be managed. We and Loyalty Works reserve the right to refuse, merge or close accounts at any time.
5.12. It is a condition of entry to the Rewards Scheme that all information given by you at registration is true, current, accurate and complete. It is your obligation to notify Loyalty Works of any changes in the information submitted by you at registration and to ensure that your details (including your account details) remain accurate, correct and up to date. Unless Loyalty Works or we expressly agree otherwise in writing, all communications that are sent to you will be sent to the email address or postal address that was provided by you at registration. We and Loyalty Works accept no liability for any failure to comply with our obligations under the Terms where such breach is caused, directly or indirectly, in connection with your failure to supply correct information or update your information, or for any lost, delayed or undeliverable communications.
5.13. If you fail to provide all of the requested and required information, you may be disqualified from, and not permitted to participate in, the Rewards Scheme.
5.14. We and Loyalty Works are not responsible for incomplete, unclear, incomprehensible or distorted applications to the Rewards Scheme. Such applications will be classed as void.
5.15. We and/or Loyalty Works may terminate your participation in the Rewards Scheme immediately at any time and cancel or suspend any reward points you have received if we and/or Loyalty Works have reasonable grounds to suspect or believe you have:
5.15.i. acted in a way that harms Loyalty Works’ or our goodwill or reputation or that of the third parties we/Loyalty Works engage directly or indirectly to manage the Rewards Scheme on our behalf (including, without limitation Love2Shop (Third Parties));
5.15.ii. engaged in any illegal or fraudulent conduct or activities;
5.15.iii. collected or redeemed (or attempted to collect or redeem) points dishonestly or fraudulently;
5.15.iv. acted in a hostile, abusive or aggressive manner towards any of our staff or the staff of our Third Parties;
5.15.v. knowingly provided false or misleading information at any time during your participation in the Rewards Scheme;
5.15.vi. become unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; you commence negotiations with all or any of your creditors with a view to rescheduling any of your debts; you have an order made, for or in connection with your winding up; an order is made for your administration; a receiver is appointed over your assets; or you suspend or cease carrying on all or a substantial part of your business;
5.15.vii. failed to comply with the terms of payment we have agreed with you in respect of product sales;
5.15.viii. breached or attempted to breach any of these Terms.
5.16. The Rewards Scheme is only available to our account customers.
5.17. The Rewards Scheme is not available to Local Authority or Public Sector customers.
5.18 The Rewards Scheme is not available to current or previous employees of us ot the immediate family members of such employees.
6. CANCELLING YOUR PARTICIPATION IN THE REWARDS SCHEME
6.1. You can choose to withdraw your participation in the Rewards Scheme at any time by contacting Loyalty Works by email at email@example.com. Any accumulated reward points not redeemed by the date of withdrawal shall be forfeited and you will not be entitled to any financial or other compensation for any unredeemed reward points.
6.2. Except where we/Loyalty Works exercise our right to cancel under clause 5.13, we/ Loyalty Works may cancel, suspend or withdraw your right to participate in the Rewards Scheme at any time by notice in writing. For the avoidance of doubt, this includes sending an email to the email address registered to your account. Your right to use any accumulated reward points will be forfeited and you will not be entitled to any compensation or damages from us or our Third Parties.
7.1. We, Loyalty Works and our Third Parties accept no responsibility for any tax liability arising from your participation in the Rewards Scheme.
7.2. Those persons who receive the benefit of rewards from the Rewards Scheme may incur a tax liability dependent on their employment status. The reporting of the reward to HMRC and any tax liability and/or National Insurance contributions arising from it is your responsibility or that of the person receiving the benefit of the rewards. We, Loyalty Works and our Third Parties accept no responsibility for any such tax liability or any failure by you or the individual to notify the relevant authorities.
8. OUR RIGHT TO VARY THE TERMS AND THE REWARDS SCHEME
8.1. We and Loyalty Works reserve the right to alter or amend the Rewards Scheme and/or the Terms at any time during or at the end of the Rewards Scheme. If we and/or Loyalty Works amend the details of the Rewards Scheme and/or the Terms we and/or Loyalty Works will contact you to notify you of these changes. You may withdraw from the Rewards Scheme at this point if you do not wish to continue to participate in the Rewards Scheme as a result of the changes.
9.1. If your application to join the Rewards Scheme is successful, you will be issued with a target spend (Target) which you must spend with us in the Rewards Scheme Year in order to qualify for rewards under the Rewards Scheme. Only products invoiced by us [and paid by you] during the month you join the Rewards Scheme until the end of the current Rewards Scheme Year will be included towards the Target. No other backdating of your spending will be permitted, unless agreed individually with us directly. For the purpose of these Terms, such spending is classed as the qualifying spend (Qualifying Spend). The Qualifying Spend excludes VAT, direct to site orders and plasterboard sales. A spend boost may be applied during certain promotions. We withdraw the right to exclude this spend boost at any time.
9.2. Details of your Rewards Account Spend will be updated once a month and detailed on your online account.
9.3. We reserve the right to exclude certain products from the Rewards Scheme entirely at our discretion. This may also include temporarily excluding products which are the subject of a promotional offer.
9.4. Your credit account with GPH Builders Merchants Limited must be fully paid and up-to-date in line with the payment terms we have agreed with you, throughout the duration of the Rewards Scheme. Rewards will only be issued against purchases that have been paid for in full and if there are overdue balances on your credit account with us, we reserve the right to withhold the rewards until you have paid the overdue balance in full and cleared funds.
9.5. Qualifying Spend will only be considered from the relevant account.
9.6. In order to qualify for rewards under the Rewards Scheme your Qualifying Spend must meet or exceed the Target for the relevant Rewards Scheme Year. You cannot combine your spending for periods before or after the relevant Rewards Scheme Year towards the Qualifying Spend under any circumstances.
9.7. All credits raised against invoices processed during the Rewards Scheme Year will be deducted from Qualifying Spend.
9.8. Should a refund or credit result in you no longer being eligible to receive a reward that has already been redeemed and spent, the amount rewarded will be offset against the credit/refund amount.
9.9. We/Loyalty Works reserve the right to correct any mistakes that are made in respect of the Qualifying Spend issued to you but we/Loyalty Works recommend that you keep records of your transactions so that you can verify the information held on your account by us is accurate. Any queries in connection with the Qualifying Spend accrued should be directed to Loyalty Works as soon as possible after they arise.
10. CLAIMING A REWARD
10.1. Any reward claims arising under the Rewards Scheme will be verified against Loyalty Works’ and our records. The details on Loyalty Works’ and our records are the only records which will be considered in calculating your rewards under the Rewards Scheme.
10.2. No monetary equivalents are offered under the Rewards Scheme.
10.3. The rewards for this Rewards Scheme Year must be redeemed by 31st October 2020.
10.4. If you have selected to redeem a Love2Shop holiday code you will receive this to your registered email address. Each reward code will expire 31st October 2021. Any monies left on your holiday code after the expiration date will automatically be removed after the 12 month period has expired and your code will become invalid.
10.5. All rewards must be redeemed through the Website.
10.6. Rewards can only be redeemed by you when you have achieved the Target and cannot be transferred to other parties.
10.7. It is the responsibility of the GPH Builders Merchants Limited Account Customer to ensure that the email provided at registration belongs to them, or belongs to someone whom they nominate to receive their reward code. Reward codes can only be sent to the email address registered to the scheme.
10.8. You should be aware that the full redemption process can take up to 28 working days.
11. REWARD PARTNER
11.1. All rewards offered through the Rewards Scheme are supplied by third parties (including, without limitation, Love2Shop). We and Loyalty Works will need to send certain information to these third parties for the purposes of supplying your Reward. This information will include your name and email address. For more information about the third parties who are used to supply rewards (including who they are and what information they will receive), please contact Loyalty Works. When you redeem your reward, by accepting the reward you are agreeing to be bound by the terms and conditions of the third party supplier of the reward. It is your responsibility to carefully check and read the terms and conditions of the supplier of your reward.
11.2. Please click here to visit the Love2Shop website to view the third party Love2Shop Terms and Conditions.
11.3. Love2shop are an independent company and have no connection to GPH Builders Merchants Limited or Loyalty Works.
11.4. Any holiday bookings will be subject to the terms and conditions of the tour operator. This will be provided to the customer at the time of booking. GPH Builders Merchants Limited and Loyalty Works accept no liability.
11.5. If the Participant wishes to travel during public holidays there may be additional costs which will need to be supplemented by the customer.
11.6. It is possible to enhance Love2Shop Holidays package subject to availability and supplementary costs.
11.7. All packages are subject to availability at the time of confirmation.
11.8. It is the responsibility of the main traveller to ensure that s/he and his/her family or travel companions who are accompanying them on the trip all have the necessary travel insurance, any recommended inoculations or other medical precautions and visas/passports. GPH Builders Merchants Limited or any suppliers linked with the Rewards Scheme will not be held responsible for any travellers having inadequate travel insurance or being unable to travel through not having the necessary passport or visa.
12. PROTECTING YOUR DATA AND HOW YOUR DATA IS USED.
12.1. This section 12 provides the information of which we are obliged to make you aware, under the Data Protection Act 2018 (as updated from time to time) which implements the General Data Protection Regulation ((EU) 2016/679) (“DPA”). We and Loyalty Works confirm that at all times, we will process any personal data (being data relating to a living individual) provided by you to us/Loyalty Works, in accordance with the DPA.
12.2. As explained above, we are the data controller of all personal data we hold about you, which we supply to Loyalty Works in relation to the Reward Scheme. We have appointed Loyalty Works to operate the Reward Scheme on our behalf, and they will need to process your data (including any personal data you supply) in order to operate the Reward Scheme. Accordingly, they are our data processor. Loyalty Works will also carry out work to ensure the information they hold about you is complete, accurate and up to date. Loyalty Works or their representatives may contact you for these purposes. The terms “data controller” and “data processor” are both defined terms, and have specific meanings under the DPA. In order to participate in the Reward Scheme, you need to consent to us and Loyalty Works processing your data (including personal data) in order to operate the Reward Scheme. By agreeing to these Terms, you will be deemed to have consented to such processing. You can object to such processing at any time by contacting us/Loyalty Works. However, you must understand that if you do not allow Loyalty Works to process your data, you will not be able to participate in the Reward Scheme. If you need us to clarify in any more detail how your data is processed, you can contact us at any time.
12.3. In order to provide the Reward Scheme to you, we and Loyalty Works will collect and process the following data from you:
12.3.1. Information about you that you give us by filling in the registration form on the Website or by corresponding with us and/or Loyalty Works by phone, e-mail or otherwise. This will include the personal details of any individual you nominate to administer your account, receive marketing communications, information and promotions, and any individual you nominate to receive information about the incentives made available to you as part of the Reward Scheme. Such individual’s data shall be referred to as “Nominee Data” in these Terms. In these Terms reference to “your data” includes any Nominee Data.
12.3.2. It is important that any individual, whose Nominee Data is supplied to us for the purpose of operating the Reward Scheme, consents to us and Loyalty Works processing their Nominee Data for the purposes described in section 12.3.1 above. Accordingly, you must bring these Terms to the attention of any such nominee. By agreeing to these Terms you are confirming that you have brought to the attention of, and the nominee has agreed to, the processing of their Nominee Data for the purposes of operating the Reward Scheme.
12.3.3. We and Loyalty Works may receive about you from other sources. For example, we may ask Loyalty Works or their authorised agents to contact you to ensure the data we hold about you is correct and to determine any information which we need to operate the Reward Scheme, which is currently missing from our records. Loyalty Works will provide that information to us, and they will also keep a copy of such data for the purposes of operating the Reward Scheme. If you would like information about the authorised agents Loyalty Works use for these purposes, please contact Loyalty Works.
12.4. How will we and Loyalty Works use your data: We and Loyalty Works will use your data for the following purposes only:
12.4.1. To enable you to participate in the Reward Scheme;
12.4.2. To manage your membership of the Reward Scheme. This will include:
12.6. In relation to any personal data that we and/or Loyalty Works, on our behalf, process we and Loyalty Works will:
12.6.1. Not retain any personal information you provide to us for longer than is necessary to provide the Reward Scheme;
12.6.2. Ensure we and Loyalty Works, taking into account the costs of implementation and the nature, and purpose of the data processing, implement appropriate technical and organizational measures to protect your personal data.
13.1. Nothing in these Terms limits or excludes Loyalty Works and our liability for death or personal injury caused by Loyalty Works or our negligence or for our fraud or fraudulent misrepresentation.
13.2. Subject to clause 12.1, we, Loyalty Works and our Third Parties will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for (1) any loss of profits, sales, business, or revenue (2) loss or corruption of data, information or software; or (3) any indirect or consequential loss.
13.3. Except as expressly stated in these Terms, we and Loyalty Works do not give any representation, warranties or undertakings in relation to the Rewards Scheme. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we and Loyalty Works will not be responsible for ensuring that the Rewards Scheme is suitable for your purposes.
14. ADDITIONAL TERMS
14.1. Any purchases and returns of products will be subject to our usual terms of trading, a copy of which are available on request. These Terms do not amend the terms of trading between you and us, which will continue to apply.
14.2. If you are issued with a reward code as part of the Rewards Scheme, We, Loyalty Works and Love2Shop accept no liability for lost or stolen codes. If you have lost or had your reward code stolen, please contact Loyalty Works using the contact details provided above.
14.3. We/Loyalty Works reserve the right to substitute any reward with an incentive/reward equivalent value in the event of circumstances outside of our or Loyalty Works’ control.
14.4. You may view your account details and Qualifying Spend by visiting the Website. We/Loyalty Works may send emails detailing your Qualifying Spend from time to time. However, it is your responsibility to track your own performance.
14.5. We and Loyalty Works are not responsible for any third party websites that are made available to you as part of the Rewards Scheme, nor for any product information or services (including rewards) supplied through or in connection with such third party websites.
14.6. We and Loyalty Works will not be liable for any failure to perform, or delay in performance of our obligations under a contract that are caused by an event outside of our/Loyalty Works’ control. An event outside of our/Loyalty Works’ control means any act or event beyond our reasonable control including (without limitation) strikes, industrial action by third parties, civil commotion, terrorist attack, riot, invasion, fire, storm, flood, earthquake, epidemic or other natural disaster. We/Loyalty Works reserve the right to vary the Terms or cancel or suspend the Rewards Scheme at any time due to an event outside of our/Loyalty Works’ control.
14.7. We and Loyalty Works may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
14.8. You may not transfer your rights or your obligations under these Terms to another business without our express prior written consent.
14.9. This Contract is between you, us and Loyalty Works. Except for you, us, Loyalty Works and (where applicable) Love2Shop and the other third parties which supply rewards for the Rewards Scheme, no other person or entity shall have any rights to enforce any of its terms.
14.10. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.11. If we/Loyalty Works fail to insist that you perform any of your obligations under these Terms, or if we/Loyalty Works do not enforce our rights against you, or if we/Loyalty Works delay in doing so, that will not mean that we/Loyalty Works have waived our rights against you and will not mean that you do not have to comply with those obligations. If we/Loyalty Works do waive a default by you, we/Loyalty Works will only do so in writing, and that will not mean that we/Loyalty Works will automatically waive any later default by you.
14.12. 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. All of us irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
End of Terms and Conditions