Welcome to the Good One Deals UK Private LTD App/Website (referred to as the "Platform"). These terms and conditions govern your use of the Platform and any orders you make through it. By accessing or placing an order on the Platform, you agree to adhere to the terms and conditions outlined below. Should you disagree with any part of these terms and conditions, please refrain from using the Platform. For inquiries regarding these terms and conditions, please contact our customer services team at +44 121 6611929 between 9 am and 5 pm Monday to Friday (excluding bank holidays). Kindly note that calls to our customer services team will incur charges at the local rate for BT users, and other network charges may vary. Calls may be recorded for quality and training purposes.

Definitions

-Platform Terms: These terms and conditions, including any additional terms specified in the Product Description.
  
-Personal Information: The information you provide when placing an order for a Product.
  
-Product: Any item displayed for sale on the Platform.
  
-Product Description: Section of the Platform providing specific terms and conditions for individual Products.
  
- Purchase Conditions: Terms governing the purchase of a Product, available at the end of these Terms of Use.
  
- Users: Individuals accessing the Platform.
  
- We, us, and our: Refers to Good One Deals UK Private LTD, a company registered in England and Wales under company number 12942489, located at 12 Henrietta street, Birmingham, B19 3QD.
  
- United Kingdom: England, Wales, Scotland, and Northern Ireland.
  
- You: Refers to users of the Platform.

Accessing the Platform

Access to the Platform is granted under these Platform Terms.

Any orders placed through the Platform are subject to these Platform Terms and the Purchase Conditions.

We reserve the right to:

- Modify or withdraw the Platform (or any part thereof) with or without notice. We shall not be liable to you or any third party for such modifications or withdrawals.
  
- Amend the Platform Terms at any time. Your continued use of the Platform constitutes acceptance of these changes. It is your responsibility to review these terms regularly. If you disagree with any changes, please discontinue use of the Platform.
  
- Block access to the Platform to all or specific Users if a breach of these Platform Terms or fraudulent activity is suspected.

Use of Nicotine Products

Products on the Platform are intended for adult smokers and e-cigarette users. Many contain nicotine, a highly addictive substance. These Products should not be used by pregnant or breastfeeding women or individuals in ill health. Our Products are not for sale or use by those under 18 years old, and should be kept out of reach of children. While we maintain high production standards, you acknowledge that using our Products is at your own risk.

Placing an Order

To place an order:

- Follow the instructions provided on the Platform to complete the checkout process.
  
- Upon order confirmation via email, a contract is established between you and us.
  
- Your credit/debit card or PayPal account will be charged upon order placement.
  
- Payment can also be made via Bank Transfer directly to Good One Deals UK Private LTD.

We reserve the right not to accept orders if:

- The Product is unavailable;
  
- Payment authorisation cannot be obtained or fraud is suspected;
  
- There is a pricing or Product Description error;
  
- Delivery to your specified address is not feasible;
  
- You do not meet the eligibility criteria, including age requirements.

For orders exceeding £15,000 or multiple orders totalling this amount within a short period, please contact our customer services team.

Product Description

Each Product is sold subject to its Product Description.

We endeavour to ensure accuracy in details, descriptions, and prices. However, information may not always be current. Prices are confirmed upon order acceptance. We reserve the right to cancel orders if pricing errors occur, refunding any amounts paid.

These terms are subject to change. It is your responsibility to stay informed of any updates.

Business Use

Our Products are intended for business use exclusively. Please ensure that you have appropriate insurance coverage when purchasing from us.

Third Party Links

At times, our Platform may direct you to third-party websites or resources. By accessing these links, you acknowledge that you are entering the linked website voluntarily. We are not liable for the content, availability, or practices of such external sites or resources. Your use of them is at your own risk.

Recommendations

As part of your experience, we may use cookies to provide personalised product recommendations based on your browsing history, past purchases, and user preferences. We take reasonable measures to align our recommendations with your preferences. Details of recommended Products, such as price, are accurate at the time of recommendation but may change without notice.

Personal Information

We may collect personal information from you when you use our Platform or place an order. This includes details like your name, email address, billing and delivery addresses, telephone number, product selections, and payment information. We may also collect information about your Platform usage. Please ensure that the Personal Information you provide is accurate and up to date.

Eligibility Criteria

Our Platform is intended for users aged 18 and over. If you are under 18, you may not access the Platform or purchase Products. We are committed to upholding our legal and social responsibilities as a retailer of nicotine-containing products. By using our Platform, you agree to provide accurate and truthful information.

Intellectual Property

All intellectual property rights in the material supplied on our Platform, including copyright and trademarks, belong to us or our licensors. You may only use this material as expressly authorized by us or our licensors for personal non-commercial use. Any other use is strictly prohibited.

Compliance

You agree to comply with all applicable laws, statutes, and regulations when using our Platform or conducting transactions through it.

Liability

While we make reasonable efforts to ensure the accuracy of information on our Platform, we provide no warranties, express or implied, regarding its accuracy. Our Platform is provided on an "as is" and "as available" basis. We disclaim any and all warranties in relation to the Platform and Products.

Severance

If any part of these terms is deemed unlawful or unenforceable, it shall not affect the validity of the remaining provisions.

Waiver

No waiver by us shall be construed as a waiver of any prior or subsequent breach.

Survival

Each provision of these terms shall apply separately and survive even if other provisions are held to be inapplicable or unenforceable.

Entire Agreement

These terms, together with any Purchase Conditions, govern our relationship with you.

Law

These terms shall be governed by the laws of England and Wales, and you submit to the exclusive jurisdiction of the courts of England and Wales.

Contact

For any queries regarding our Platform, please contact us using the details below:

Email: Shop@Goodonedeals.co.uk
Phone: +44-121-6611929
Address: Good One Deals UK Private LTD, 12 Henrietta St, Birmingham, West Midlands, B19 3QD, UK.

 

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

FROM

 GOOD ONE DEALS UK PRIVATE LTD

The following terms and conditions ("Conditions") apply to the supply of goods ("Goods") by Good One Deals UK Private Ltd (registered in England and Wales with company number 12942489) ("Supplier") to any person or firm ("Customer") purchasing the Goods. These Conditions shall exclude any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

Interpretation

   - "App": the Good One Deals App, or any other app enabling the sale of the Goods.
   - "Business Day": a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
   - "Contract": the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions and any other conditions that the Supplier shall notify the Customer of from time to time.
   - "Delivery Location": has the meaning given in clause 4.2
   - "Force Majeure Event": an event, circumstance, or cause beyond a party's reasonable control.
   - "Order": the Customer's order for the Goods, as set out in either the Customer's purchase order form, the Customer's email, through the Website or the App, the Customer's electronic correspondence with the Supplier or any of the Supplier's representatives, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
   - "Specification": any bespoke specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
   - "Supplier": Good One Deals UK Private Ltd.
   - "Website": www.goodonedeals.co.uk

Interpretation:
   - A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   - A reference to a party includes its successors and permitted assigns.
   - A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
   - Any words following the terms including, include, in particular, for example, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
   - A reference to writing or written includes fax and email.

Basis of Contract

   - 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.
   - The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
   - The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
   - The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.
   - Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
   - Any quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 5 Business Days from its date of issue.

Goods

   - To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 4.1 shall survive termination of the Contract.
   - The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement.
   - Where certain Goods (to be determined by the Supplier in its sole discretion) are re-sold by the Customer, the Customer shall consult with the Supplier as to the prices to be charged in respect of those Goods and refrain from charging in excess of any maximum charges specified by the Supplier from time to time.

Delivery

   - The Supplier shall ensure that if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
   - The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
   - Delivery is completed on the completion of unloading or loading (as the case may be) of the Goods at the Delivery Location and the Goods having been signed for.
   - Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   - If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   - If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
     - delivery of the Goods shall be deemed to have been completed at 10.00 am on the

 third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
     - the Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
   - If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   - Subject to clause 5.9, if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice at the Supplier's sole discretion.
   - If the Supplier is unable to deliver 95% or more of the quantity of Goods set out in an Order due to insufficient stock, the Customer may not reject the delivered Goods, and the Supplier shall have up to 14 days to deliver the balance of the remaining, undelivered Goods to the Customer (Undelivered Goods). If the Undelivered Goods are not delivered to the Customer within 14 days of the first delivery, the Supplier shall issue a credit note to the Customer, that the Customer shall then be able to spend on alternative Goods supplied by the Supplier.

Quality

     - The Supplier warrants that on delivery the Goods shall:
     - conform in all material respects with any applicable Specification;
     - be free from material defects in design, material, and workmanship; and
     - be fit for any purpose held out by the Supplier.
   - Subject to clause 6.3, if:
     - the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
     - the Supplier is given a reasonable opportunity of examining such Goods; and
     - the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
   - The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:
     - the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
     - the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use, and maintenance of the Goods or (if there are none) good trade practice regarding the same;
     - the defect arises as a result of the Supplier following any drawing, design, or specification supplied by the Customer;
     - the Customer alters or repairs such Goods without the written consent of the Supplier;
     - the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
     - the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   - Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
   - The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
   - These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

Title and risk

   - The risk in the Goods shall pass to the Customer on completion of delivery.
   - Title to the Goods shall not pass to the Customer until completion of delivery and the earlier of:
   - the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
     - the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
   - Until title to the Goods has passed to the Customer, the Customer shall:
     - store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
     - not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
     - maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
     - notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and
     - give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods.
   - Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
     - it does so as principal and not as the Supplier's agent; and
     - title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
   - At any time before title to the Goods passes to the Customer, the Supplier may:
     - by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
     - require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

Price and Payment

   - The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
   - The price of the Goods excludes amounts in respect of value-added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.
   - The Supplier may invoice the Customer for the Goods before, on or at any time after the completion of delivery.
   - The Customer shall pay each invoice in full upon submitting the Order and prior to the Goods being dispatched for delivery, unless the Supplier (in its sole and absolute discretion) otherwise agrees to alternative payment terms in writing (Alternative Payment Terms).
   - In cases where the Supplier agrees to Alternative Payment Terms, and the Customer fails to make a payment due to the Supplier by the due date, then, without limiting the Supplier's remedies under clause 10, 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 8.5 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%.
   - 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). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

Limitation of liability

     - Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
     - death or personal injury caused by negligence;
     - fraud or fraudulent misrepresentation; and
     - breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
   - Subject to clause 9.1:
     - The Customer agrees that, in the event of an official product recall, it shall return the Goods to the relevant importer (details to be provided by Good One Deals upon request), instead of Good One Deals.
   - This clause 9 shall survive termination of the Contract.

Indemnity and Insurance

10. **Indemnity and Insurance:**
    - The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, costs (including legal fees), and expenses incurred by the Supplier as a result of or in connection with:
      - the Customer's breach of any of the Customer's obligations under the Contract; or
      - the enforcement of the Contract.
    - The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.

Termination

    - Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      - the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
      - the Customer takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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;
      - the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      - the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    - Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    - Without limiting its other rights or remedies, the Supplier 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.
    - On termination of the Contract for any reason, the Customer shall:
      - immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      - return all of the Supplier's Equipment. If the Customer fails to do so, then the Supplier may enter the Customer's premises or any premises where the Supplier's Equipment is stored and take possession of the Supplier's Equipment. Until it has been returned or repossessed, the Customer shall be solely responsible for its safekeeping.
    - Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination
    - Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

Supplier's Equipment

    - The Supplier's Equipment shall at all times remain the property of the Supplier, and the Customer shall no right, title or interest in or to the Supplier's Equipment (save the right to possession and use of the Supplier's Equipment subject to these Conditions) and the Customer shall return to the Supplier, on demand, any Supplier's Equipment provided.

Force majeure

    - Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 4 weeks' written notice to the affected party.

General 

   - Assignment and other dealings.
      - The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
      - The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    - Confidentiality.
      - The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Supplier or of any member of the group to which the Supplier belongs, except as permitted by clause 14.2(b). For the purposes of this clause, group means, in relation to a party

, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
      - The Customer may disclose the Supplier's confidential information:
         - to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Customer's obligations under the Contract. The Customer shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the Supplier's confidential information comply with this clause 14.2; and
         - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    - Entire agreement.
      - 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.
      - 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.
    - Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    - Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    - Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    - Notices.
      - 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 email to the address specified in the Order or such other address as the relevant party may specify in writing.
      - Any notice or communication shall be deemed to have been received:
         - if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
         - 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
         - if sent by email, at 9.00 am on the next Business Day after transmission.
    - Third-party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.
    - 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.
    - 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.