Terms & Conditions

What these terms cover. These are the terms and conditions on which we provide access to the T2A API to you. T2A IS A SERVICE FOR SOFTWARE DEVELOPERS ONLY. IF YOU ARE NOT A SOFTWARE DEVELOPER PLEASE GO TO www.ukphonebook.com

Why you should read them. Please read these terms carefully before you use sign up to use our service. These terms tell you who we are, how we will provide the service 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 DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SITE. PLEASE READ CLAUSE 8 AND CLAUSE 14 IN PARTICULAR AS THESE LIMIT OUR LIABILITY TO YOU.

This is our entire agreement with you. These Terms constitute the entire agreement between us in relation to your purchase of Credits. 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 misrepresentation based on any statement in this Contract.

Who we are. We are Simunix Limited, a company registered in England and Wales. Our company registration number is 03684982 and our registered office is at Simunix Ltd, Middleham House 2-3, St. Marys Court, YORK, YO24 1AH. Our registered VAT number is [721 4848 38].

How to contact us. You can contact us by telephoning us at 01904 217765 or by completing our contact form.

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 you provided to us when you register to use the Service. You must provide complete and accurate details when registering for a T2A account. We reserve the right to refuse to approve an application to register if full details are not provided.

Definitions. The following definitions apply in these Terms:

Additional Service: any service other than Requests (e.g. data cleansing and data appending) which is made available to the Customer as part of the Service.

API: application programming interface.

API Key: the key provided to you by Simunix after you register on the Website which needs to be submitted with each Request to the Service or each time you use an Additional Service.

Approximate Address: address criteria that must be at least three (3) characters of the postcode, village, suburb, town or city in which a search for an individual is to be carried out as part of a Request.

Approximate Name: the first three (3) or more characters of a name (the name being, for an individual their surname or last name and for a company their company name). Where the name is three (3) characters or fewer the Approximate Name shall be their full name.

BT Data: BT's OSIS database which comprises part of the Data. [You can isolate the BT Data by clicking on the data pill ‘TEL’ at the bottom of a Result.]

BT: BT Group PLC of 81 Newgate Street, London, EC1S 7AJ.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the sums paid by you for Credits.

Contract: the contract between Simunix and the Customer for the provision of the Services in accordance with these Terms.

Credits: the number of credits the Customer purchases to carry out Requests of the Service.

Customer or you: the business or organisation who accesses the Service by purchasing Credits.

Customer Data: data owned or licensed by you which you upload for the purposes of an Additional Service.

Customer Restrictions: the obligations on you set out in clause 5.2.

Customer System: any information technology system or systems owned or operated by the Customer which is used to access the Service.

Data: the data or information, in whatever form, including the Results, images, maps and graphics, the provision of which comprises the Service (wholly or in part).

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (GDPR); the Data Protection Act 2018 (DPA 2018); the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Electoral Register: a list compiled by the government of the names and addresses of persons within the UK who are registered to vote in elections.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Permitted Use: internal business use as part of a software product or website operated by the Customer [or the client of the Customer].

Personal Data: shall have the meaning set out in Article 4(1) of GDPR or, at such time as GDPR ceases to have direct effect in the UK, section 3(1) of DPA 2018.

Request: the submission of a properly formatted query to the Service that may or may not include a full name or Approximate Name and which may or may not also include a full address or Approximate Address.

Result: the list of names, addresses, postcodes, associated telephone numbers, email addresses, directorships and/or other information provided to you in response to a Request.

RM Data: shall have the meaning set out in clause 12.1.

Service: the T2A service supplied by Service including the supply of the Results which are provided to the Customer via an API and the provision of Additional Services.

Terms: these terms and conditions.

we or us: Simunix Limited (whose details are set out in clause 2.1).

Website: https://t2a.io/ or such other URL as Simunix may use to provide the Service.

Clause headings shall not affect the interpretation of these Terms

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

Writing includes emails. When we use the words writing or written in these Terms, this includes emails.

How we will accept your order. When you purchase Credits, your order will be accepted when we email you to accept it, at which point a contract will come into existence between you and us.

If we cannot accept your order. If we are unable to accept your order to purchase Credits, we will inform you of this in writing and will refund you the amount you have paid for the Credits. We do not have to give a reason for declining your order but we may do this if your credit or debit card has been declined or because we suspect fraudulent or unauthorised activity.

When the Contract starts. The Contract shall start on the date on which you purchase Credits.

How you may use the Service. The Customer shall use the Service:

1. to make Requests; and
2. perform an Additional Service in accordance with the directions on the Website.

The number of Credits required to carry out a particular Request or perform an Additional Service shall be as set out on the Website.

Customer Restrictions. You shall:

1. ensure that the Service and the Results are only used for the Permitted Use;
2. not use the Service for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
3. not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the Results for any purpose not expressly permitted by these Terms;
4. not do anything which may damage the reputation of Simunix, the Data or the Services, including by way of using the Results (wholly or in part) in any manner which is pornographic, racist or that incites religious hatred or violence;
5. not use the Service for any application that replicates or attempts to replace the essential user experience of T2A, ukphonebook.com or Orbis;
6. keep your login details safe and do not disclose them to third parties;
7. not cache or store Results for any longer than is necessary to provide the service to your users;
8. not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the Results for any purpose not expressly permitted by these Terms;
9. use all reasonable endeavours in relation to the security and confidentiality of the Results in your custody or control to prevent any unauthorised disclosure of any part of it;
10. not take any action that imposes or may impose (as determined by Simunix at its sole discretion) an unreasonable or disproportionately large load on Simunix’s (or its third party providers’) infrastructure;
11. not engage in any form of automated searching of the Data (including scraping or harvesting or using 'crawling' or 'spider' technology) and not attempt to bulk download data from the Service except where such a download is expressly permitted by the Service;
12. not interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
13. not bypass any measures Simunix may use to prevent or restrict access to the Service;
14. when downloading any file or other data created by using the Additional Services ensure that it is only stored on the Customer's System;
15. not use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of our Service in any manner; and
16. only use address searches for public facing websites and not for the Customer's internal use.

Uploading Customer Data. Where you upload Customer Data for the purposes of using the Additional Services, we shall ensure that Customer Data:

1. is only used for the purpose for which you have uploaded it;
2. is not shared with any other customers or third parties;
3. is not used by us for any other purpose;
4. is stored for you to download the file or other data created by use of the Additional Service and not for any other purpose. We shall ensure no other customer or third party can download such data;
5. can be deleted by you at any time. Please note that deletion by you cannot be reversed; and
6. is automatically deleted after 12 months.

Changes to the Service. With as much prior notice to Customers who have purchased Credits as is reasonably practicable, Simunix may change at any time:

1. the content, format or nature of the Results, Data or the Services;
2. the means of access to the Results, the Data or the Services; and/or
3. withdraw the Services.

Changes to these Terms. We amend these terms from time to time. Every time you wish to use the Service or purchase Credits, please check these Terms to ensure you understand the contractual provisions that apply at that time. These terms were most recently updated on 23 March 2020

When we will provide the Service. We will provide access to the Service on the date we accept your order to purchase Credits.

When your access to the Service will end. Your right to access the Service will end when:

1. you have used all of the Credits you purchased; or
2. the Contract is terminated in accordance with clause 9.

Provided we have not terminated the Contract under clause 9.1(a) or clause 9.2, you will be able to access the Service again by purchasing further Credits.

How we will provide the Service. We:

1. shall provide the Service with reasonable skill and care;
2. (b) shall use reasonable efforts, where you have purchased Credits, to ensure that the Service is available 99% of the time except for scheduled downtime for maintenance purposes which is notified to Customers in advance; and
3. (c) may in our absolute discretion change the format of the Result.

Links to third party resources. Where the Service contains links to other websites and resources provided by third parties these links are provided for your information only. Such links should not be interpreted as approval by Simunix of the linked websites or information you may obtain from them. We have no control over the contents of such websites or resources.

We are not responsible for events outside our control. If we are unable to supply the Service due to an event outside our control, then if you have purchased Credits we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the event. Provided we do this we will not be liable for any costs incurred by you arising from your inability to access the Service, but if we are unable to supply the Service for over 90 days you may contact us to end the contract and receive a refund for any Credits you have paid for but not received.

The Service may not be available in certain circumstances. The Service may be unavailable due to:

1. technical problems or while we make minor technical changes;
2. updating the Service to reflect changes in relevant laws and regulatory requirements.

Your rights if the Service is unavailable. We will use reasonable endeavours to contact you in advance or provide notification on the Website to inform you that the Service will be unavailable. We may not be able to do this if the problem is urgent or an emergency. You may contact us to end the contract for the Service if the Service is unavailable for a continuous period of seven (7) days. If you terminate in these circumstances we will, on request, refund any Credits you have purchased.

Simunix's responses on a breach of contract. If Simunix determine, in its sole discretion, that there has been a breach of this Contract through the Customer’s use of the Service, Simunix may take all or any of the following actions:

1. immediate, temporary or permanent withdrawal of the Customer’s right to use the Service;
2. issue a warning to the Customer;
3. terminate the Contract under clause 9.2(a); and/or
4. commence legal proceedings against the Customer for reimbursement of Simunix’s costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

The responses described in this clause 9.1 are not limited, and Simunix reserve the right to take any other action it reasonably deems appropriate.

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

1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

No refund of Credits. If we end the Contract in the situations set out in clause 9.2 we will not refund any money you have paid for Credits which you have not used.

Continuation of contractual clauses after termination. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

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

Ownership of RM Data. By using the Service you will receive, are receiving or have received information which is derived from databases (or parts or extracts thereof) of which Royal Mail is the owner or creator, or otherwise authorised to use (the RM Data). Royal Mail owns or is the licensee of all Intellectual Property Rights which subsist in and/or relate to the RM Data from time to time.

Additional obligations in relation to BT Data. You shall:

1. (a) in all your dealings with or relating to information derived from BT Data comply with all applicable laws and codes of practice including the Data Protection Legislation and the Code of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Data (21 December 1998); and
2. (b) if any complaint is made which relates to the Customer’s use of the BT Data then the Customer shall assist BT and Simunix in investigating the complaint and shall take such steps as are reasonably necessary to remedy the complaint as soon as practicable.

Our warranty to you. Simunix warrants that it has the right to licence the access and use of Data and the Service as specified in this Contract.

Exclusion of warranties. Except as expressly stated in this Contract, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

What we do not warrant. Simunix does not warrant that:

1. the use of the Service will be free from interruption;
2. the Results are accurate, complete, up to date, reliable, secure, useful, fit for purpose or timely; or
3. the Results have been tested for use by the Customer or any third party or that the Results will be suitable for or be capable of being used by the Customer or any third party.

The exclusions in this clause 11.3 do not limit the effect of clause 11.2.

Results provided on 'as is' basis. Simunix provides the Results on an 'as is' basis. It is for the Customer to determine how to interpret and/or use the Results.

Age verification service. When you submit a Request to our age verification service, Simunix will search for that individual in the Electoral Register. We will return a positive Result if the individual is registered as being over 18 however Simunix does not warrant that the Electoral Register is complete, up to date or free from errors. It is the Customer’s responsibility to ensure that they have carried out appropriate due diligence to comply with their statutory obligations.

Use of Security Features. You must ensure that the Service is kept secure by using the Security Features and shall use the best available security practices and systems applicable to the use of the Service to prevent, and take prompt and proper remedial action against unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data, the Results and the Service.

Confidentiality of Security Features. Where we use Security Features in relation to the Service (wholly or in part) the Security Features must, unless we notify you otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.

Obligation to notify us of misuse of Data or breach of Contract. If we become aware of any misuse of any Result, Data or the Service, or any security breach in connection with this Contract that could compromise the security or integrity of the Data or the Service or otherwise adversely affect Simunix or if you learn or suspect that any Security Feature has been revealed to or obtained by any unauthorised person, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable.

Co-operation. You agree to co-operate with our reasonable security investigations.

Our right to change Security Features. We may change Security Features on notice to you for security reasons.

Credits. The number of Credits which are required to purchase different types of Searches on the Service are set out on the Website. We take all reasonable care to ensure this information is correct. If you do not have sufficient Credits in your account for the Search you wish to carry out you must purchase additional Credits before you submit the Search. Except as set out in clause 8.5 and 8.7 above, we will not refund unused Credits.

Expiry of Credits. Service Credits expire 12 months after the date on which they are purchased.

When you must pay and how you must pay. We accept payment with all major credit and debit cards except American Express.

Our right of set-off. You must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

VAT. All Charges are inclusive of VAT or any other applicable sales tax. If you are a business customer you can request a VAT invoice for the Charges.

Where liability is not excluded. Neither party excludes or limits liability to the other party for:

1. fraud or fraudulent misrepresentation;
2. death or personal injury caused by negligence;
3. a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
4. any matter in respect of which it would be unlawful for the parties to exclude liability.

Types of claim for which Simunix excludes liability. Subject to clause 14.1, Simunix shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
2. any loss or corruption (whether direct or indirect) of data or information;
3. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
4. any loss or liability (whether direct or indirect) under or in relation to any other contract.

Types of claim which are not excluded. Clause 14.2 shall not prevent claims, which fall within the scope of clause 14.4, for:

1. direct financial loss that are not excluded under any of the categories set out in clause 14.2(a) to clause 14.2(d); or
2. tangible property or physical damage.

Limits on Simunix’s liability. Subject to clause 14.1, Simunix's total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract or any collateral contract shall in all circumstances be limited to the greater of:

1. £[50,000]; or
2. the value of Credits purchased by the Customer in the transaction in relation to which the cause of action arose.

Ownership of intellectual property rights. You acknowledge that:

1. all Intellectual Property Rights in the Data, the Service and the Results are the property of Simunix or its licensors, as the case may be;
2. you shall have no rights in or to the Service, the Data or the Results other than the right to use them in accordance with this Contract; and
3. Simunix or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Service.

Basis on which you use the Service. In consideration of the payment of Credits (receipt of which we hereby acknowledge), we grant to you a non-exclusive, non-transferable, revocable, worldwide licence for the Permitted Use subject to the Customer Restrictions, to:

1. submit Requests and access the Results; and
2. store the files or other data created using the Additional Services on the Customer’s System.

No right to use BT’s marks. You shall not have any rights to use trade marks owned by BT and shall not make reference to BT or any BT product or service in any promotional or marketing advertising, communications, literature or packaging.

No alteration of copyright acknowledgement on BT Data. You shall not alter any copyright or other intellectual property right acknowledgement or confidentiality marking incorporated into or applied to BT’s Data or documentation owned by BT.

Ownership of intellectual property rights in files created by Additional Services. In relation to any file created by the Customer through use of the Additional Services:

1. where the file created through use of the Additional Service contains a greater volume of data added by Simunix than the volume of Customer Data which existed before the Customer used the Additional Service, the Intellectual Property Rights in the data which is contained in such file shall be owned by Simunix and the Customer assigns to Simunix, and shall assign to it, with full title guarantee all Intellectual Property Rights in Customer Data it may submit to the Additional Services, by way of future assignment; and
2. where the file created through use of the Additional Service contains a greater volume of Customer Data which existed before the Customer used the Additional Service than the data added by Simunix the Intellectual Property Rights in the data which is contained in such file shall be owned by the Customer and Simunix assigns to the Customer, and shall assign to it, with full title guarantee all Intellectual Property Rights in any file which may be created through use of the Additional Services, by way of future assignment.

Execution of documents to confirm intellectual property and other rights. You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at Simunix's cost, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.

Co-operation. You shall co-operate with us to protect the goodwill and reputation of the Service.

We will only use your personal information as set out in our privacy policy.

Where you are using the Additional Services, the parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Simunix is the data processor (where Data Controller and Data Processor have the meanings defined in the Data Protection Legislation) and clauses 16.3 to 16.7 shall apply.

Both parties will comply with all applicable requirements of the Data Protection Legislation. These clauses 16.3 to 16.7 are in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

Without prejudice to the generality of clause 16.3, where required, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data included in the Customer Data to Simunix for the duration and purposes of the Additional Services.

Without prejudice to the generality of clause 16.3, Simunix shall, in relation to any Personal Data processed in connection with the performance by Simunix of its obligations under this Contract:

1. process that Personal Data only on the written instructions of the Customer unless Simunix is required by the laws of the UK or by the laws of the European Union to process Personal Data (Applicable Laws). Where Simunix is relying on European Union law as the basis for processing Personal Data, Simunix shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Simunix from so notifying the Customer;
2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
4. not transfer any Personal Data outside of the European Economic Area unless specifically requested by the Customer (for example, because the Customer is located outside of the European Economic Area);
5. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject (which shall have the meaning set out in the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify the Customer without undue delay on becoming aware of a Personal Data breach; and
7. maintain complete and accurate records and information to demonstrate its compliance with this clause 16.

The Customer consents to Simunix appointing UK Fast as a third-party processor of Personal Data under this Contract. Simunix confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and Simunix, Simunix shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 16.6.

Simunix may, at any time on not less than 30 days’ notice, revise this clause 16 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when notified to the Customer).

We are not responsible for viruses. We do not guarantee that the Service will be secure or free from bugs or viruses.

You must not introduce viruses or misuse the Service. You must not misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Service, the server on which the Service operates or any server, computer or database connected to the Website. You must not attack the Service or the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Service will cease immediately.

We may transfer this Contract to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.

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.

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.

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.

Even if we delay in 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.

Which laws apply to this Contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between 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.