1. These terms
1.1. What these terms cover. These are the terms and conditions on which we supply membership services to you (“Membership Services”).
1.2. Why you should read them. Please read these terms carefully before you submit your Application (as defined in clause 3.1) to us. These terms tell you who we are, how we will provide Membership Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that these is a mistake in these terms, please contact us to discuss.
1.3. Are you a business customer or a consumer? In some areas, you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
a. You are an individual.
b. You are buying Membership Services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft, or profession).
1.4. If you are a business customer, this is our entire agreement with you. If you are a business customer, these terms constitute the entire agreement between us in relation to your membership. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent mistreatment based on any statement in this agreement.
2. Information about us and how to contact us
2.1. Who we are. We are The Professional Development Consortium Limited, a company registered in England and Wales, trading as the Institute of CPD (“ICPD”). Our company registration number is 08293321 and our registered office us at 21 Navigation Business Village, Navigation Way, Ashton-On-Ribble, Preston, Lancashire, United Kingdom, PR2 2YP. Our registered VAT number is GB174226806.
2.2. How to contact us. You can contact us by writing to us at email@example.com.
2.3. How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us when you signed up.
2.4. “Writing” includes emails. When we use the words “Writing” or “written” in these terms, this includes emails.
3. Our contract with you
3.1. You are required to complete and sign the registration form (“Registration Form”), which constitutes an offer by you to enter into a contract with The Professional Development Consortium and purchase the Membership subscription in accordance with the terms and conditions (“Application”).
3.2. On receipt of the Application, The Professional Development Consortium may request further information from you to enable The Professional Development Consortium to assess the Application.
3.3. The Application shall only be deemed to be accepted when The Professional Development Consortium confirms in writing that the Registration Form has been accepted, at which point and on which date the agreement between you and The Professional Development Consortium (“Contract”) will come into existence (“Commencement Date”).
For the avoidance of doubt, prior to any such written confirmation, The Professional Development Consortium may amend the Registration Form, in which case you will be asked to review such amended Registration Form.
3.4. This Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with these terms, this Contract will continue for a minimum period of 12 months (the “Minimum Period”) and shall automatically extend for a further 12 months (the “Extended Period”) at the end of the Minimum Period and at the end of the Extended Period provided that either party may give written notice to the other party, not later than 60 days before the end of the Minimum Period or the relevant Extended Period, as the case may be. Accordingly, the “Term” shall mean the Minimum Period and any Extended Periods.
3.5. If we cannot accept your Application. If we are unable to accept your Application, we will inform you of this in writing and will not charge you for the Membership Services. This might be due to, but not limited to, the following:
a. Unexpected limits on our resources which we could not reasonably plan for;
b. A credit reference which we have obtained for you not meeting our minimum requirements;
c. An error we have identified in the price or description of the Membership Services;
d. The Application being submitted for the wrong category or tier of membership or services;
e. Reasons relating to malpractice or fitness to practice in the relevant profession; or
f. Reasons relating to criminality.
4. Our rights to make changes
4.1. Minor changes to the Membership Services. We may change the Membership Services:
a. To reflect changes in any relevant laws and regulatory requirements; and
b. To implement minor technical adjustments and improvements, for example to address a security threat. These changes may affect your use of the Membership Services from time-to-time.
4.2. Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
5. Providing the Membership Services
5.1. We will supply the Membership Services to you until either the Membership Services are completed or the subscription expires, or you end the Contract as described in clause 10, or we end the Contract by written notice to you as described in clause 12.
5.2. We are not responsible for delays outside our control. If our supply of the Membership Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end the Contract and receive a refund for any Membership Services you have paid for but not received.
5.3. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Membership Services to you (for example, proof of qualifications, personal or business contact information). If so, this will have been stated in the description of the Membership Services on our website and application (the “Platform”). We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Contract (and clause 12.2 will apply) or make and additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Membership Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
5.4. Reasons we may suspend the supply of Membership Services to you. We may have to suspend the supply of the Membership services to
a. Deal with technical problems or make minor technical changes;
b. Update the Membership Services to reflect changes in relevant laws and regulatory requirements;
c. Make changes to the Membership Services as requested by you or notified by us to you (see clause 4).
5.5. Your rights if we suspend the supply of Membership Services. We will contact you in advance to you we will be suspending supply of the Membership Services, unless the problem is urgent or an emergency. If we have to suspend the Membership Services for longer than one (1) month we will adjust the price so that you do not pay for Membership Services while they are suspended. You may contact us to end the Contract for a Membership Services if we suspend it, or if we tell you we are going to suspend it, in each case for a period of more than 3 months and we will refund any sums you have paid in advance for the Membership Services in respect of the period after you end the Contract.
5.6. We may also suspend supply of the Membership Services if you do not pay. If you do not pay us for the Membership Services when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Membership Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Membership Services. We will not suspend the Membership Services where you dispute the unpaid invoice. We will not charge you for the Membership Services during the period for which they are suspended. As well as suspending the Membership Services, we can also charge you interest on your overdue payments.
6. Intellectual property
6.1. For the purposes of this section, “Intellectual Property Rights” shall include patents, rights to inventions, copyright and related rights, moral 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 unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the 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 the future in any part of the world.
6.2. You acknowledge that all Intellectual Property Rights Pertaining to The Professional Development Consortium, the Membership Services, ICPD materials issued to you from time to time (“ICPD Materials”), including ICPD logos, trade marks (including Professional Development Consortium trademarks, as notified from time to time – the “PDC Trade Marks”), patents and copyrights, together with any goodwill in the same, vest in, and are retained by PDC, or are licensed to PDC, as the case may be, and you shall:
a. Not apply for registration of any part of the PDC Trade Marks or anything confusingly similar to the PDC Trade Marks as a trade mark for any goods or services;
b. Not use the PDC Trade Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Contract;
c. Use your best endeavours to assist PDC in protecting the PDC Trade Marks and not to knowingly do, or cause or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the PDC Trade Marks or PDC’s title to the PDC Trade Marks or to the image of PDC or the Membership Services;
d. Notify PDC of any suspected infringement of the PDC Trade Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by PDC;
e. Notify PDC of any actual or threatened opposition, challenge or claim that the PDC Trade Marks are invalid; and
f. Hold any additional goodwill generated by you for the PDC Trade Marks as bare trustee for PDC and to assign the same to PDC at any time on request and in any event following termination or expiry of this Contract.
6.3. ICPD Hereby grants you a non-exclusive and non-transferable license during the Term to use the ICPD Trade Marks and ICPD Materials solely for the purposes of exercising its rights under this Contract and its registered provider status in accordance with this Contract.
6.4. You shall not publish, display or in any manner distribute any advertising or promotional materials of any kind relating to and/or including ICPD’s Intellectual Property Rights (including the ICPD Trade Marks) until such materials have been approved in writing by the ICPD>
6.5. PDC shall provide you with a copy of its current guidelines for use of the PDC Trade Marks on written notice to you if, in PDC’s opinion, your continued use could be prejudicial to the reputation of PDC, the Member providers or any other third party.
7. Data Protection
7.1. You and PDC will both comply with all applicable requirements of any data protection and privacy legislation and/or regulatory requirements in force from time to time, which may apply to each of them and which relate to the use of personal data. For the avoidance of doubt, such legislation and/or regulatory requirements shall include but are not limited to the UK’s retained sections of the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018, in each case, as amended or updated from time to time.
8.1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
8.2. Each party may disclose the other party’s confidential information:
a. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and
b. As may be required by law, court order or any other governmental or regulatory authority.
8.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
8.4. You undertake to keep your subscription and membership details (for example, passwords and usernames) confidential at all times to help ICPD mountain the security of ICPD and the Platform.
9. Force Majeure
9.1. For the purposes of this clause, “Force Majeure Event” means any circumstance, not within a party’s reasonable control including without limitations: (a) acts of God, abnormally inclement weather, flood, drought, lightning, storm, earthquake or other natural disaster; (b) epidemic, pandemic or infectious disease; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear. Chemical or biological contamination or sonic boom (e) any law or any action taken by a government, public authority, court, competent national authority or governing body, including without limitation, imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; (f) collapse of buildings, subsidence, structural damage, fire, explosion or accident; and (g) any labour or trade dispute, strike, industrial action or lockouts (other than in each case by the party seeking to rely on clause 9, or companies in the same group as that party)l and (i) solely where PDC is seeking to rely on clause 9, non-performance by suppliers or subcontractors to PDC.
9.2. Provided it has complied with clause 9.3 and with the exception of payment by you of the Annual Subscription Fee if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this Contract 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.
9.3. The Affected Party shall:
a. As soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
b. Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
9.4. If the Force Majeure Event prevents hinders or delays the Affected Party’s performance or its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this Contract by giving 4 weeks’ written notice to the Affected Party.
10. Your rights to end the Contract
10.1. You can always end your Contract with us. Your rights when you end the Contract will depend on how we are performing when you decide to end the Contract and whether you are a consumer or business customer:
a. If what you have bought is misdescribed you may have a legal right to end the Contract (or to get the Membership Services re-performed or to get some or all of your money back), see clause 14 if you are a consumer;
b. If you want to end the Contract because of something we have done or have told you we are going to do, see clause 10.2;
c. If you are a consumer and have just changed your mind about the Membership Services, see clause 10.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
d. In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 10.6.
10.2. Ending the Contract because of something we have done or are going to do. If you are ending the Contract for a reason set out at paragraphs (a) to (e) below, the Contract will end immediately and we will refund you in full for any Membership Services which have not been provided and you may also be entitled to compensations. The reasons are:
a. We have told you about an upcoming change to Membership terms and conditions or these terms which you do not agree to;
b. We have told you about an error in the price or description of the Membership services you have purchased and you do not wish to proceed;
c. There is a risk that supply of the Membership Services may be significantly delayed because of events outside our control;
d. We have suspended supply of the Membership Services for technical reasons, or have notified you we are going to suspend them for technical reasons, in each case for a period of more than three (3) months; or
e. You have a legal right to end the Contract because of something we have done wrong.
10.3. Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer, then for most Membership Services bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
10.4. When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
a. Digital content after you have started to download or stream these; and
b. Services, once these have been completed, even if the cancellation period is still running.
10.5. How long do consumers have to change their minds? If you are a consumer, how long you have to change your mind depends on what you have purchased and how it is delivered.
a. Have you bought services (for example, a subscription)? If so, you have 14 days after the day we write to you to confirm we accept your Application. However, once we have completed the services, you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
b. Have you bought digital contact for download or streaming (for example, courses, training videos or other audiovisual material)? If so, you have 14 days after the day we write to you to confirm we accept your Application, or if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when submitting the Application, you will not have a right to change your mind.
10.6. Ending the Contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 10.1), you can still end the Contract before it is completed, but you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The Contract will end immediately and we will refund any sums paid by you for the Membership Services not provided but we may deduct from that refund (of, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the Contract.
11. How to end the Contract with us (including if you are a consumer who has changed their mind)
11.1. Tell us you want to end the Contract. To end the Contract with us, please let us know by email at firstname.lastname@example.org. Please provide your name, home address, details of the Application and, where available, your phone number and email address.
11.2. How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the Membership Services including any applicable delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
11.3. When we may make deductions from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied in comparison with the full coverage of the contract.
11.4. When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind, then your refund will be made within 14 days of your telling us you have changed your mind.
12. Our rights to end the Contract.
12.1. We may end the Contract if you break it. We may end the Contract at any time by writing to you:
a. If you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due; or
b. If you do not, within a reasonable time of us asking for it, provide us with the information that is necessary for us to provide the services)for example, proof of qualifications, outstanding contact information etc.);
c. If you do not comply with our Terms of Platform use;
d. If you have been involved in professional malpractice or there are issues concerning your fitness to practice in your profession; or
e. On grounds of criminality.
12.2. You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 12.1, we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaking the Contract.
12.3. We may withdraw the Membership Services. We may write to you to let you know that we are going to stop providing the Membership Services. We will let you know at least 14 days in advance of our stopping the supply of the Membership Services and will refund any sums you have paid in advance for Membership Services which will not be provided.
13. If there is a problem with the Membership Services
13.1. How to tell us about problems. If you have any questions or complaints about the Membership Services, please contact us. You can write to us at email@example.com.
14. Your rights in respect of defective Membership Services if you are a consumer
14.1. If you are a consumer, we are under a legal duty to supply services that are in conformity with this Contract. Nothing in these terms will affect your legal rights.
15. Price and payment
15.1. The Annual Subscription Fee and related payment terms are detailed in the Registration Form. For the avoidance of doubt, the Membership Services provided in the Minimum Period shall be free of charge. If you wish to commit to an Extended Period (i.e. where you have not given us notice to terminate the Contract in accordance with clause 3.5), you will be sent an invoice approximately 11 months after commencement of the Contract pertaining to the Annual Subscription Fee for the first Extended Term. Such invoice shall be payable within 20 days of its date. Payment can be made through our Platform via credit/debit card or PayPal.
15.2. If you fail to pay the Annual Subscription Fee (or any instalment thereof) on the due date, PDC may, without prejudice to its other rights or remedies, suspend provision of the Membership Services until payment has been made in full.
15.3. If you fail to make a payment due to PDC under the Contract by the due date, then, without limiting PDC’s other rights and remedies, PDC reserves the right to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 15.3 will accrue each day at a rate of 4% a year above the Barclays Bank base rate from time to time.
15.4. 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).
15.5. PDC reserves the right to increase the Annual Subscription Dee on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.
15.6. The Annual Subscription Fee is inclusive of VAT, which (if applicable) will be paid by you.
15.7. PDC may at any time, without notice, set off any liability to PDC against any liability of PDC to you, whether either liability is present or future, liquidated or unliquidated, and whether or not liability arises under this Contract. Any exercise by PDC of its rights under this clause 15.7 shall not limit or affect any other rights or remedies available to it under this Contract or otherwise.
16. ICPD’s Liability
16.1. Subject to clause 16.3, under no circumstances shall PDC be liable to you for any of the following, whether in contract, tort (including negligence) or otherwise:
a. Any indirect or consequential losses;
b. Loss of revenue or anticipated revenue;
c. Loss of savings or anticipated savings;
d. Loss of business opportunity;
e. Loss of profits or anticipated profits; or
f. Loss of wasted expenditure.
16.2. Subject to clause 16.3, PDC’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of PDC’s obligation under this Contract, in respect of any one or more incidents or occurrences during the Term, shall be limited to a sum equal to the Annual Subscription Fee payable in the year in which the claim arises.
16.3. Neither party excludes or limits its liability to the other party for death or personal injury caused by its negligence, or in respect of any other liability to the extent that it cannot be excluded or limited as a matter of law.
17.1. You shall keep PDC indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by PDC as a result of r in connection with any claim made against PDC by a third party:
a. Arising out of, or in connection with, the enjoyment of the Membership Services, to te extend that such claim arises out of the breach, negligent performance or facility or delay in performance of the Contract by you, your employees or agents;
b. For actual or alleged infringement or a third party’s Intellectual Property Rights arising out of, or in connection with, your use of the Membership Services or ICPD Materials; and
c. For a breach by you of clause 7.
17.2. This clause 17 will survive expedite and termination of the Contract.
18. Our responsibility for loss or damage suffered by you if you are a consumer
18.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
18.2. We do not exclude or limit in any way our liability to you whether it would be unlawful to do so. This includes liability for death or personal injury cased by our negligence or the negligence of out employees, agents or subcontractors; for fraud or fraudulent misrepresentation.
18.3. When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a divide or digital belonging to you and this is caused by our facility to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
18.4. We are not liable for business losses. If you are a consumer, we only supply the Membership Services to you for domestic and private use. If you use the Membership Services for any commercial, business or resale purpose, our liability to you will be limited as set out in clause 19.
19. Our responsibility for loss or damage suffered by you if you are a business.
19.1. Nothing in these terms shall limit or exclude our liability for:
a. Death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
b. Fraud or fraudulent misrepresentation; or
c. Any matter in respect of which it would be unlawful for us to exclude or restrict liability.
19.2. Subject to clause 19.1:
a. We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
b. Our total liability to you for all other losses arising under or in connec tion with any contract between us, whether in contract, tort (including negligence), breach or statutory duty, or otherwise, shall be limited to the total sums paid by you for the services under such contract.
20. Other important terms
20.1. We may transfer this agreement to someone else. We mayu transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the Contract within 30 calendar days of us telling you about it and we will refund you any payments you have made in advance for Membership Services not provided.
20.2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may not agree if, for example, you wish to transfer your rights to a competitor of ICPD, or to a person or entity which ICPD considers to be damaging to ICPD’s standing or reputation.
20.3. Nobody else has any rights under this contract. This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
20.4. If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
20.5. Even if we delay enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the Membership Services, we can still require you to make the payment at a later date.
20.6. Which laws apply to this Contract and where you may bring legal proceedings if you are a consumer. These terms are government by English law, and you can bring legal proceedings in respect of the Membership Services in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Membership Services in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Membership Services in either the Northern Irish or the English Courts.
20.7. Which laws apply to this Contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract ween us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim