T&Cs
OUR TERMS AND CONDITIONS
By agreeing to work with us you confirm that you will comply with the Terms & Conditions of this agreement.
TradeWeb365 (The Supplier) is referred to as “We,” “Us,” “Our,” etc, and your company is the entity that enters into this agreement (referred to as “You,” “Your,” etc.).
Background
The parties agree that We will provide You with website design, development, and related services according to the terms and conditions set forth in this agreement, as well as the details provided through the order and briefing process.
Agreement
Interpretation The definitions and rules of interpretation in this clause apply to this agreement.
1.1 Definitions:
Acceptance: Refers to Your acceptance or deemed acceptance of the Site as outlined in Clause 5.
Accessibility Requirements: Refers to the level A and AA requirements of the Web Content Accessibility Guidelines 2.1.
Business Day: A day that is not (1) a Saturday or Sunday, (2) a public holiday in England when banks in London are closed, or (3) any day between December 24th and January 1st.
Charges: Refers to the fees for the Services described in Clause 8, along with any additional charges that may arise.
Confidential Information: Includes all information, whether technical or commercial (such as specifications, drawings, and designs), disclosed in writing, on disc, orally, or through document inspection or discussions between the parties, where the information is: (a) identified as confidential at the time of disclosure; or (b) reasonably expected to be confidential given the nature of the information or the circumstances of its disclosure.
Data Protection Legislation: Refers to the UK Data Protection Legislation and (to the extent that EU law continues to have legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable EU regulations related to privacy.
Data Subject: Has the meaning given in Article 4(1) of the GDPR.
Design Brief: Refers to the specification document for the Site.
Effective Date: Refers to the date on which this agreement takes effect.
Heightened Accessibility Requirements: Refers to any additional or future accessibility requirements beyond the Accessibility Requirements.
Heightened Cybersecurity Requirements: Refers to any laws, regulations, codes, guidance from regulatory and advisory bodies (whether mandatory or not), international and national standards, industry schemes, and sanctions, which apply to You (but not to Us) relating to network and information system security and security breach and incident reporting requirements. This may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated over time.
Intellectual Property Rights: Includes patents, utility models, invention rights, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in trade dress and get-up, goodwill and the right to sue for passing off or unfair competition, design rights, rights in computer software, database rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered. This includes all applications, rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights, as well as all similar or equivalent rights or forms of protection that now exist or will exist in the future anywhere in the world.
IMAP Mailbox: Refers to an email account accessed via the Internet Message Access Protocol.
Proposal: Refers to the PDF document that details the Service specification, pricing, package, and associated information related to Your purchase.
Personal Data: Has the meaning given in Article 4(1) of the GDPR.
Server: Refers to a computer server.
Services: Refers to the design and development services to be provided under this agreement as described in the Proposal and this agreement.
Site: Refers to the website that will be hosted by Us under this agreement.
Software: Refers to the software for the Site, including the Content Management System.
Supplied Content: Refers to any content You have provided to Us through the design brief process or by other means, as well as any content You add to the Site using the content management system.
Third Party Suppliers: Refers to those third-party software products listed in Schedule 1.
UK Data Protection Legislation: Refers to any data protection legislation currently in force in the UK, including the Data Protection Act 1998 or 2018 or any successor legislation.
1.2 The headings for Clauses and Schedules are included purely for convenience and do not influence how this agreement is to be interpreted.
1.3 Unless specifically stated otherwise, references to Clauses and Schedules are references to those within this agreement.
1.4 In the event of any conflict between the Clauses and the Schedules, the Clauses will take precedence.
1.5 Unless the context indicates otherwise, words in the singular include the plural, and those in the plural include the singular.
1.6 References to any statute or statutory provision are to be understood as referring to it as it stands at the date of this agreement.
1.7 References to any statute or statutory provision also include any subordinate legislation made under that statute or provision as of the date of this agreement.
1.8 Any terms following words like “including,” “include,” “in particular,” “for example,” or similar expressions should be understood as illustrative examples and do not restrict the generality of the preceding words.
1.9 The terms "writing" or "written" encompass communications sent by email.
2 Scope of the Services
2.1 We will design, develop, and deliver the Site in line with the Design Brief and Discovery Session and arrange for the Site to be hosted on the Server.
2.2 After the Site is operational and live, we will host the Site and You will provide payment according to the Subscription Service under the terms of this agreement.
3 Your Responsibilities
3.1 You acknowledge that our ability to deliver the Services depends on your full and timely cooperation (which you agree to provide) and the accuracy and completeness of the information and data you supply to us. Therefore, you will provide us with access to and use of all necessary information, data, and documentation that we reasonably require to fulfil our obligations under this agreement.
3.2 You are responsible for ensuring the accuracy and completeness of the Supplied Content on the Site, as per Clause 14.
4 Site Design
4.1 We will create the Design Brief based on the information you provide to us from our Discovery Document/Session.
5 Development and Acceptance of the Site
5.1 After completing the design and development of the Site as per the Design Brief, we will give you access to the Site so you can request minor modifications.
5.2 We may offer an estimated timeline for the design of the Site. However, these estimates are advisory and not guaranteed. We are not liable for any delays in the design process.
5.3 The website will be considered accepted when you notify us that you want it to be made live. The site will then be made live and accessible to the public. Please note that fees will still apply according to the charges even if the site is not made live.
6 Additional Services
6.1 Any additional Services will be detailed in the Proposal.
7 Third-Party Products
7.1 Products provided by Third Party Suppliers will be supplied under the standard terms of the relevant licensor. Any one-time license fee for such third-party products will be included in the Proposal or provided to you when necessary.
8 Charges and Payment
8.1 You are responsible for paying us the Charges as outlined in the Proposal.
8.2 The initial fee (as stated in the Proposal) is payable immediately upon accepting this agreement, and the monthly payments are due on a date two months after the Deposit is paid, as specified in the Proposal.
8.3 All Charges are exclusive of VAT.
8.4 At the end of the minimum subscription period, the Services will continue unless you cancel them with one calendar months’ notice.
8.5 If you fail to make any payment due under this agreement by the due date, then, without limiting our remedies under Clause 16, you will owe interest on the overdue amount from the due date until payment is made in full, whether before or after judgment. The interest will accrue daily at a rate of 4% per annum above the Bank of England’s base rate, but at a minimum of 4% per annum during any period when that base rate is below 0%.
8.6 If you fail to pay the fees as specified in the Proposal, we will attempt to collect the payment at seven-day intervals for one month. If the amount remains unpaid after this period, the Site will be taken offline (“Suspension”), but the monthly fees will continue to accumulate until the end of the minimum term, and interest will be applied in accordance with Clause 8.5.
8.7 If Suspension occurs, you agree to pay an administrative fee of £50 plus VAT to lift the Suspension and reinstate the Site, provided no more than six calendar months have passed and you have not instructed us to delete the Site data. If more than six months have passed or if you have requested the deletion of the Site, the Suspension cannot be lifted.
9 Consumer Rights
9.1 This clause is applicable solely to consumers.
9.2 If you are a consumer, you have the right to cancel your order within 14 days of placing it. However, if we have already completed the services, you cannot change your mind, even if the 14-day period has not yet expired. If you decide to cancel after we have commenced the services, you will be required to pay for any services provided up until the point you notify us of your decision to cancel.
Summary of Key Legal Rights as a Consumer
Here is a summary of your principal legal rights as a consumer. These rights are subject to certain exceptions. For more detailed information, you can visit the Citizens Advice website at www.adviceguide.org.uk or call 03454 04 05 06.
As your product consists of services, the Consumer Rights Act 2015 stipulates the following:
You can request that we repeat or rectify a service if it is not carried out with reasonable care and skill, or you may be entitled to a refund if the issue cannot be fixed.
If a price has not been agreed upon in advance, the amount you are asked to pay must be reasonable.
If a timeframe has not been agreed upon in advance, the service must be completed within a reasonable period.
10 Warranties
10.1 Both parties guarantee to each other that they have the full authority and power to enter into and execute the terms of this agreement.
10.2 We commit to performing the Services with reasonable care and skill.
10.3 We guarantee that the Services or the Site will meet the Accessibility Requirements. However, in the event of a breach of this warranty, our obligation will be limited to rectifying the fault or issue to ensure compliance with the Accessibility Requirements. It is important to note that you are responsible for ensuring that the Supplied Content (including any content added by you using the Content Management System) meets the Accessibility Requirements and does not render the Site non-compliant.
10.4 This agreement comprehensively outlines our obligations and liabilities concerning the supply of the Services. Any conditions, warranties, or other terms concerning the Services that might otherwise be implied into this agreement or any related contract (whether by statute or otherwise) are expressly excluded.
10.5 We do not warrant that: (i) Your use of the Services or the Site will be uninterrupted or free from errors; (ii) The Services or the Site will be free from vulnerabilities; (iii) The Services or the Site will comply with any heightened accessibility or cybersecurity requirements.
11 Limitation of Remedies and Liability
11.1 Nothing in this agreement is intended to exclude or limit our liability for: (a) Death or personal injury caused by our negligence; (b) Any 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; (c) Fraud; or (d) Any other liability that cannot be excluded or limited under applicable law.
11.2 We shall not be responsible for any damage to software, loss of data, loss of profits, anticipated profits, revenues, anticipated savings, goodwill, or business opportunity, nor for any indirect or consequential loss or damage.
11.3 Subject to Clause 11.1, our total liability for claims arising from events in any calendar year in connection with this agreement or any related contract, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed 100% of the total Charges payable by you to us under this agreement in that calendar year.
12 Intellectual Property Rights
12.1 All Intellectual Property Rights related to the Site (including the content of the Site and the Software), excluding the Supplied Content, arising under this agreement shall remain our property. We hereby grant you a non-exclusive license to use these Intellectual Property Rights for the purpose of operating, marketing, and promoting the Site.
12.2 You agree to indemnify us against any damages, losses, and expenses arising from any action or claim that the Supplied Content infringes the Intellectual Property Rights of a third party.
12.3 We agree to indemnify you against any damages, losses, and expenses arising from any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK, excluding the infringements referenced in Clause 12.2 and any content supplied by visitors to the Site.
12.4 The indemnities in Clause 12.2, Clause 12.3, and Clause 14.4 are subject to the following conditions: (a) The indemnified party promptly notifies the indemnifier in writing of the claim; (b) The indemnified party does not make any admissions or settlements without the indemnifier's prior written consent; (c) The indemnified party provides the indemnifier with all information and assistance that the indemnifier may reasonably require; and (d) The indemnified party grants the indemnifier full control over the litigation and settlement of any action or claim.
12.5 The indemnities provided in Clause 12.2, Clause 12.3, and Clause 14.4 cannot be invoked if the action or claim arises from the indemnifier's compliance with any designs, specifications, or instructions provided by the indemnified party.
12.6 We may license content (“Stock Content”) from third-party suppliers (“Stock Suppliers”) for use on the Site. You acknowledge that these licenses prohibit the use of Stock Content outside of your Site, such as in marketing or promotional materials produced by you. You agree to adhere to these restrictions.
12.7 You agree that for all Supplied Content you provide to us, whether via the Design Brief, Software, communications or otherwise, you are granting us a perpetual, non-exclusive, worldwide, royalty-free license to reproduce, modify, adapt, publish, and distribute such Content for the purpose of our marketing and promotional activities, including print and electronic media.
12.8 In the event of termination, we will provide you with an electronic copy of the Site as outlined in Clause 16.5.
13 Content Management System Licence
13.1 Once the Site is live and subject to Clause 13.2, we grant you an exclusive license to use any Content Management Software you have chosen for the purpose of operating the Site, in return for payment of the Fees as set out in Clause 8.
13.2 The license granted under Clause 13.1 permits you to: (a) Modify, distribute, publicly perform, and display the Supplied Content on the Site; and (b) Create derivative works, reproduce, publicly perform, display, and distribute such derivative works in conjunction with the Supplied Content through the Site, including in any media now known or developed in the future.
13.3 For clarity, the license granted under Clause 13.1 does not allow you to reproduce or distribute Stock Content, as defined in Clause 12.6, through any media.
14 Site Content
14.1 You may update the Site with Supplied Content from time to time using the Content Management System. You must ensure that the Supplied Content does not violate any applicable laws, regulations, or third-party rights (including but not limited to content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, likely to incite racial hatred or acts of terrorism, menacing, blasphemous, or in breach of any third-party Intellectual Property Rights) (Inappropriate Content).
14.2 You must ensure that the Site never violates our Acceptable Use Policy, which prohibits you from displaying or distributing content that promotes, encourages, plans, organises or celebrates any product or activity that is illegal under the law of England and Wales.
14.3 We will only include Supplied Content on the Site. You acknowledge that we have no control over content placed on the Site by visitors and do not claim to monitor the content of the Site. We reserve the right to remove content from the Site if we reasonably suspect that it constitutes Inappropriate Content or violates our Acceptable Use Policy. We will promptly notify you if we become aware of any allegation that content on the Site may be Inappropriate Content.
14.4 You agree to indemnify us against any damages, losses, and expenses arising from any action or claim that the Supplied Content constitutes Inappropriate Content or violates our Acceptable Use Policy.
14.5 We may include a statement on the website indicating that we designed the Site.
15. Data Protection
15.1 Both parties commit to adhering to all relevant requirements of the Data Protection Legislation. This Clause 15 is intended to supplement, not replace, any party's obligations under the Data Protection Legislation. In this context, "Applicable Laws" refers to any law of the European Union, any law of a member state of the European Union, and/or Domestic UK Law, insofar as they apply to us. "Domestic UK Law" pertains to the UK Data Protection Legislation and any other applicable laws in the UK.
15.2 The parties acknowledge that, for the purposes of Data Protection Legislation, you are designated as the data controller and we are the data processor (with "Data Controller" and "Data Processor" defined as per the Data Protection Legislation).
15.3 Without limiting the generality of Clause 15.1, you will ensure that you have obtained all necessary and appropriate consents and notices to lawfully transfer the Personal Data to us for the duration and purpose of this agreement.
15.4 Again, without limiting the generality of Clause 15.1, we will, with respect to any Personal Data processed in connection with our obligations under this agreement: (a) process that Personal Data solely on your written instructions, unless we are required by Applicable Laws to process that Personal Data differently. If we rely on the laws of a member state of the European Union or European Union law to process Personal Data, we will promptly inform you of this before proceeding, unless those Applicable Laws prevent us from doing so; (b) ensure that we have implemented appropriate technical and organizational measures, approved by you, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss, destruction, or damage to Personal Data. These measures should be suitable to prevent potential harm from unauthorized processing or accidental loss, considering the state of technological development and the costs of implementing the measures. These measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring the confidentiality, integrity, availability, and resilience of our systems and services, ensuring timely restoration of access to Personal Data after an incident, and regularly assessing and evaluating the effectiveness of these measures; (c) refrain from transferring any Personal Data outside of the European Economic Area unless the following conditions are met: (i) You or we have provided suitable safeguards for the transfer; (ii) The Data Subject has enforceable rights and effective legal remedies; (iii) We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data transferred; and (iv) We adhere to any reasonable instructions provided by you regarding the processing of the Personal Data; (d) Assist you, at your expense, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation concerning security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators; (e) Notify you without undue delay if we become aware of a Personal Data breach; (f) At your written direction, delete or return Personal Data and any copies thereof upon the termination of the agreement, unless we are required by Applicable Law to retain the Personal Data; and (g) Maintain complete and accurate records and information to demonstrate our compliance with this Clause 15.
15.5 You consent to us appointing third parties, as listed in Schedule 1, as third-party processors of Personal Data under this agreement. We confirm that we have or will enter into a written agreement with each third-party processor that either aligns with that third party's standard terms of business or incorporates terms substantially similar to those outlined in this Clause 15. We remain fully liable to you for all acts or omissions of any third-party processors we appoint under this Clause 15.
15.6 Either party may, with a minimum of 30 days' notice, revise this Clause 15 by replacing it with any applicable standard clauses or similar terms forming part of an applicable certification scheme. These new terms will apply when attached to this agreement.
16. Term and Termination
16.1 This agreement will begin on the Effective Date and will last for the minimum term specified in the Proposal. After the minimum term expires, you may terminate this agreement with one month's notice. If you do not terminate the agreement, it will continue on a rolling monthly basis.
16.2 Both parties reserve the right to terminate this agreement immediately, by giving written notice to the other party, if the other party commits a material breach of any term of this agreement that is either irremediable or, if remediable, is not remedied within 14 days after being notified in writing to do so.
16.3 If you fail to make payments due under this agreement, we will contact you to request payment of the arrears. You will receive three weekly warnings. If payment is still not made, the Site will be suspended, and the entire amount due for the minimum term will become immediately payable, along with any accrued interest as outlined in Clause 8.5.
16.4 Upon termination of this agreement, all licenses granted by us under this agreement will immediately terminate.
16.5 Upon the expiration or termination of this agreement, unless terminated by us under Clause 16.2, we will provide you with access to the Site ("Site Rip") if requested by you before the Termination Date. If you request a Site Rip on or after the Termination Date, an administration fee of £50 plus VAT (GBP) will be charged, provided no more than six months have passed since termination and you have not instructed us to delete the Site data. If more than six months have passed or you have instructed us to delete the Site data, a Site Rip cannot be provided. The Site Rip will only include the Site’s data at the time of the request, excluding previously deleted content or data.
16.6 Upon termination of this agreement, any outstanding payments due to third-party suppliers for their services, as listed in the Proposal or communicated to you during the course of the agreement, will become payable directly by you.
16.7 Upon payment of an administration fee of £20 plus VAT (GBP), we agree to transfer control of your domain names to a registrar nominated by you. We will not renew any domain name registration after cancellation. You acknowledge that failure to nominate a registrar will result in the expiration of the domain names concerned. Domain names are registered for a minimum of 12 months from the registration date. If you request the cancellation or transfer of control of a domain name before the end of the minimum term, the remaining payments for that domain name will become immediately due.
16.9 Site data will be retained for six months following termination unless you instruct us to delete it. The retained data will reflect the state of the Site’s data at the time the contract was terminated, excluding any previously deleted content or data.
16.10 Upon the expiration or termination of this agreement, all provisions of this agreement will cease to have effect, except for those that are explicitly stated to continue or can be reasonably inferred to do so, which shall remain in full force and effect.
17. Change Control
17.1 Any proposal to modify the scope of the Services must be mutually agreed upon. Any work required to adjust the scope will be assessed, and any additional costs will be negotiated separately on a case-by-case basis.
18. Force Majeure
18.1 A Force Majeure Event refers to any situation beyond a party's reasonable control, including, but not limited to: (a) natural disasters such as acts of God, floods, droughts, earthquakes, or other events; (b) epidemics or pandemics; (c) acts of terrorism, civil wars, civil disturbances or riots, wars, threats or preparations for war, armed conflicts, imposition of sanctions, embargoes, or the severance of diplomatic relations; (d) any legal action or intervention by a government or public authority, including without limitation, the imposition of an export or import restriction, quota, or prohibition; (e) building collapses, fires, explosions, or accidents; (f) interruptions or failures in utility services.
18.2 Provided the Affected Party has complied with Clause 18.4, if a party is prevented, hindered, or delayed from fulfilling any of its obligations under this agreement due to a Force Majeure Event (hereafter referred to as the "Affected Party"), that party shall not be considered in breach of this agreement nor held liable for any such failure or delay in performing its obligations. The time for fulfilling such obligations shall be extended accordingly.
18.3 The corresponding obligations of the other party will also be suspended, and the time for their performance will be extended to the same extent as those of the Affected Party.
18.4 The Affected Party must: (a) as soon as reasonably possible after the commencement of the Force Majeure Event, but no later than 14 days from its onset, inform the other party in writing about the Force Majeure Event, specifying the date it began, its expected or potential duration, and how it impacts the Affected Party's ability to fulfil its obligations under this agreement; and (b) use all reasonable efforts to mitigate the impact of the Force Majeure Event on the performance of its obligations.
18.5 If the Force Majeure Event prevents, hinders, or delays the Affected Party's performance of its obligations for a continuous period exceeding two months, the party not affected by the Force Majeure Event may terminate this agreement by providing written notice to the Affected Party.
19. Confidentiality
19.1 Each party shall safeguard the other party's Confidential Information from unauthorized disclosure by using the same level of care as it would to protect its own confidential information of a similar nature, with at least a reasonable degree of care.
19.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates, and professional advisors, provided that those recipients are bound by written agreements to maintain the confidentiality of the received Confidential Information.
19.3 The obligations outlined in this Clause 19 do not apply to Confidential Information that the receiving party can prove: (a) is or has become publicly known without breach of this Clause 19; or (b) was in the possession of the receiving party prior to disclosure by the other party; or (c) was obtained from an independent third party who has the legal right to disclose it; or (d) was independently developed by the receiving party; or (e) was required to be disclosed by a government authority, stock exchange, or regulatory body, provided that the party required to disclose promptly notifies the other party in writing of such requirement.
19.4 The confidentiality obligations outlined in this Clause 19 will remain in effect even after the expiration or termination of this agreement.
20. Notices
20.1 Any notice or communication given under or in connection with this contract must be in writing and may be: (a) delivered by hand, or sent by pre-paid first-class post or other next-working-day delivery service, to the recipient's registered office (if a company) or principal place of business (if not a company); or (b) sent via email to the address specified in the Proposal.
20.2 A notice or communication will be considered received: (a) if delivered by hand, when a delivery receipt is signed, or when the notice is left at the correct address; (b) 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 at the time recorded by the delivery service; and (c) if sent by email, at the time of transmission, or, if transmission occurs outside business hours at the location of receipt, when business hours resume. For the purposes of Clause 20.2(c), business hours are defined as 9:00 am to 5:00 pm, Monday to Friday, excluding public holidays at the place of receipt.
20.3 This clause does not apply to the service of any legal proceedings or other documents in any legal action, arbitration, or other dispute resolution process.
21. Publicity
21.1 You grant us permission to include your live Site in our portfolio for marketing purposes.
21.2 You authorise us to use the Site at our discretion, including in all media releases, public announcements, and public disclosures related to this agreement or its subject matter, as well as in any promotional or marketing materials.
22. Assignment
22.1 Except as provided in Clause 22.2, neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with any of its rights and obligations under this agreement without the prior written consent of the other party.
22.2 We reserve the right to subcontract or delegate any or all of our obligations under this agreement to any party of our choosing without your consent.
23. Third Party Rights
23.1 This agreement does not create any rights enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
23.2 The rights of the parties to rescind or modify this agreement do not require the consent of any other person.
24. Variation
24.1 We retain the right to amend this agreement by providing you with one month's notice of any changes.
25. Waiver
25.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and will not be considered a waiver of any subsequent right or remedy.
25.2 The failure or delay by a party to exercise any right or remedy provided under this agreement or by law does not constitute a waiver of that or any other right or remedy, nor does it prevent or limit the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law prevents or restricts the further exercise of that or any other right or remedy.
26. Rights and Remedies
26.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
27. Severance
27.1 If any provision or part of a provision of this agreement is found to be invalid, illegal, or unenforceable, it will be deemed deleted, but this will not affect the validity and enforceability of the rest of this agreement.
27.2 If any provision or part of a provision of this agreement is deemed deleted under Clause 27.1, the parties will negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial outcome of the original provision.
28. Governing Law
28.1 This agreement 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 will be governed by and construed in accordance with the law of England and Wales.
29. Jurisdiction
29.1 Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to resolve any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.