Terms & Conditions

Carbonology SUBSCRIPTION MEMBERSHIP TERMS AND CONDITIONS

By placing your order for access to the Carbonology Hub you agree to the following membership terms and conditions:

AGREED TERMS

• Interpretation

1. Authorised Members: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Carbonology Hub and the Resources.
2. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
3. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.5 or clause 7.6.
4. Customer:  the person or business who purchases access to the Carbonology Hub for Authorised Members from the Supplier.
5. Customer Data: the data provided by the Customer or Authorised Members for the purpose of accessing or using the Carbonology Hub.
6. Effective Date: the date the Customer/Authorised Members first gain access to the Carbonology Hub and Resources.
7. Initial Subscription Term: the initial term of access to the Carbonology Hub as set out in the Order Form.
8. Carbonology Hub: means each product and service created by the Supplier accessible via the Portal and made available to the Customer via the Internet.
9. Member Subscriptions: the subscriptions purchased by the Customer pursuant to these membership terms and conditions which entitle Authorised Members to access and use the Carbonology Hub and the Resources in accordance with these membership terms and conditions.
10. Normal Business Hours: 9am to 5pm in any Business Day.
11. Order Form: the form for the online application is to be filled out by the Customer detailing:

1. the legal identity of the Customer (together with geographical address) and its billing address;
2. the name of a representative of the Customer, with their email address; 
3. the level of membership (including the number of Member Subscriptions) selected by the Customer for access to Carbonology Hub; and
4. the Initial Subscription Term Fees and any other amounts due and payable by the Customer.

1. Portal: the Carbonology Hub website at www.Carbonologyhub.com secure access to which is supplied to the Customer, including all revised versions and updates.
2. Renewal Period: the period described in clause 12.1
3. Resources: the videos, audio files, images and documents, including PDF documents, e-books, and downloads, made available to the Customer by the Supplier as part of their Carbonology Hub as Authorised Members and any user instructions for access to or use of the Carbonology Hub and Resources.
4. Subscription Fees: the annual subscription fees payable by the Customer to the Supplier for Member Subscriptions.
5. Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
6. Support Services Policy: the Supplier’s policy for providing support in relation to the Carbonology Hub as may be notified to the Customer from time to time (SSP).
7. Virus: any thing or device (including any software, code, file or program) which may:

1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; 
2. prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or 
3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the availability of the Carbonology Hub, and the term Vulnerabilities shall be construed accordingly.
2. If there is any conflict or inconsistency between these terms and conditions and any of the documents referred to in them, the following order of priority shall apply such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list: 

1. the Order Form;
2. the Carbonology Hub and Resources (including the SSP); and
3. these terms and conditions.

• Carbonology Hub

1. 1. 1. On submission of the Order Form by the Customer, and on condition that the Supplier agrees to grant the Customer access to the Carbonology Hub (such acceptance shall be at the absolute discretion of the Supplier), the Supplier shall grant to the Customer a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Customer, via rights of access granted to the Customer’s Authorised Members, to access and use the Carbonology Hub and Resources solely for the Customer’s internal business operations. The grant of this right and licence is subject to the Customer’s compliance with these membership terms and conditions, and the Order Form (all such documents together described as membership terms and conditions).
      2. In relation to the Authorised Members, the Customer undertakes that:
         1. the maximum number of Authorised Members that it authorises to access and use the Carbonology Hub and the Resources shall not exceed the number of Member Subscriptions it has purchased from time to time;
         2. it will not allow any Member Subscription to be used by more than one individual Authorised Member unless it has been reassigned in its entirety to another individual Authorised Member, in which case the prior Authorised Member shall no longer have any right to access or use the Carbonology Hub;
         3. it shall, no more frequently than once per year, permit the Supplier, or the Supplier’s designated auditor, to audit and verify that the Customer’s use of the Carbonology Hub does not exceed the number of Member Subscriptions purchased by the Customer;
         4. if any of the audits referred to in 2.2(c) reveal that the Customer has underpaid the Supplier for its use of the Carbonology Hub, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier, in accordance with clause 6.3, an amount equal to such underpayment as calculated in accordance with the prices set out in the Supplier’s standard list price; and
         5. the Customer’s Authorised Members may only access the Carbonology Hub via the methods specified in the Resources. 
      3. The Customer is responsible for all acts and omissions of each Authorised Member and any and all use of the Carbonology Hub using each Authorised Member’s access credentials.
      4. The Customer shall not, and shall procure that each Authorised Member does not:
         1. except to the extent expressly permitted by these membership terms and conditions or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Carbonology Hub, software or Resources (as applicable) in any form or media or by any means;
         2. except to the extent expressly permitted by these membership terms and conditions or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Carbonology Hub, the Documents, or the Portal;
         3. store, access, publish, disseminate, distribute or transmit via the Carbonology Hub any material which: 
            1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
            2. facilitates illegal activity;
            3. depicts sexually explicit images;
            4. promotes unlawful violence;
            5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
            6. is otherwise illegal or causes damage or injury to any person or property;
         4. access all or any part of the Carbonology Hub and Resources in order to build a product or service which competes with the Carbonology Hub or the Resources;
         5. use the Carbonology Hub or the Resources to provide services to third parties;
         6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Carbonology Hub or Resources available to any third party except the Authorised Members; or
         7. attempt to obtain, or assist third parties in obtaining, access to the Carbonology Hub or Resources, other than as provided under this clause 2.
      5. The Customer shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Carbonology Hub and Resources. The Customer acknowledges that a failure to do so may impact its use of the Carbonology Hub.
      6. The Supplier warrants that the Carbonology Hub shall comply in all material respects with the information supplied within the Resources. The Supplier, as the Customer’s sole and exclusive remedy, shall promptly correct any event or circumstance resulting in a breach of this 2.6. 
      7. Unless otherwise expressly set out in these membership terms and conditions, the Supplier does not warrant that the Carbonology Hub is fit for the Customer’s purposes, and no warranties or representations are made regarding the use or purposes to which the Carbonology Hub and Resources are put by the Customer.  The Supplier does not warrant that the Carbonology Hub and Resources are error free or accessible without interruption, or are compatible with any hardware or software not specified by the Supplier (if any). The Supplier shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.  The Supplier does not make any promise, warranty or guarantee that the Customer will achieve certification to ISO standards, notwithstanding the Customer’s diligent use of the Carbonology Hub,  or the Resources.  The Supplier does not offer certification. 
      8. The Customer acknowledges and agrees that the Supplier and its licensors own all intellectual property rights in the Carbonology Hub and the Resources. Except as expressly stated in these membership terms and conditions, these membership terms and conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Carbonology Hub or the Resources.
      9. The Supplier confirms that it has all the rights in relation to the Carbonology Hub that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these membership terms and conditions.

• Updates, upgrades and support

1. 1. The Supplier may, from time to time, make changes to the Carbonology Hub to:
      1. improve, update or upgrade existing functionality or services; 
      2. introduce new functionality or services; 
      3. reflect changes to technology or market practice; or 
      4. ensure that the Carbonology Hub remain compliant with applicable laws, legal obligations or regulations. 

Any such changes shall not result in a material degradation in the Carbonology Hub for the duration of the Subscription Term. 

• Availability of the Carbonology Hub

1. 1. 1. The Carbonology Hub is designed to be available 24/7, subject to any emergency or scheduled maintenance. The Supplier shall use reasonable endeavours to give the Customer advance notice of any planned maintenance.
      2. The Supplier shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Carbonology Hub may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
      3. Notwithstanding anything to the contrary in these membership terms and conditions, the Carbonology Hub, the Resources, or the SSP, the Supplier shall not be liable to the Customer where any failure to meet their obligations thereunder arises in connection with any of the following, or attempts to do any of the following: 
         1. denial of services attacks, hacking, malware, viruses; or 
         2. errors or issues with the Customer’s information technology systems or its acts or omissions (including the acts or omissions of its Authorised Members).
      4. The Supplier may, on no less than three (3) months’ notice in writing to the Customer terminate any part of or all of the Carbonology Service.

• Suspension

1. 1. 1. The Supplier may, without prejudice to any other rights or remedies available to it, suspend the Customer’s access to, or use of, the Carbonology Hub in whole or in part and on an Authorised Member by Authorised Member basis immediately on notice to the Customer if:
         1. the Customer has failed to pay any amounts due to the Supplier in accordance with 6; 
         2. the Customer is otherwise in breach of its obligations under these membership terms and conditions;
         3. there is an attack on the Carbonology Hub used by Customer; 
         4. the Supplier is required by applicable law to suspend the Customer’s access to, or use of, the Carbonology Hub; or 
         5. the Supplier reasonably believes that the suspension of the Carbonology Hub is necessary to protect its infrastructure, network or the use of the Carbonology Hub by other customers because of a threat to the security, integrity or use of the Carbonology Hub.
      2. The Supplier shall use reasonable endeavours to re-establish or permit access to the Carbonology Hub as soon as possible following the Supplier’s determination that the cause of the suspension has been resolved. 
      3. The Supplier shall have no liability whether under these membership terms and conditions or at law to the Customer for any exercise of its rights pursuant to this 5.

• Fees

1. 1. 1. The Subscription Fees are set out on the Carbonology Hub and in the Resources and Initial Term fees are payable in advance of the Effective Date and fees for any periods of renewal are payable in advance of the commencement of any Renewal Period. The Customer acknowledges that the Supplier may seek additional payment each time the Customer:
         1. purchases of additional levels of Carbonology Hub Memberships;
         2. increases the number of Authorised Members; or 
         3. otherwise alters its use of the Carbonology Hub such that additional amounts may become payable to the Supplier.
      2. The Supplier shall not increase the level of Subscription Fees during the Initial Term.  Except as stated within these membership terms and conditions no refund of Subscription Fees shall be due or payable under any circumstances.
      3. All amounts and fees stated or referred to:
         1. shall be payable in pounds sterling; and
         2. are exclusive of value added tax, which shall be added at the appropriate rate.

• Confidentiality

1. 1. 1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these membership terms and conditions. A party’s Confidential Information shall not be deemed to include information that:
         1. is or becomes publicly known other than through any act or omission of the receiving party;
         2. was in the other party’s lawful possession before the disclosure;
         3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
         4. is independently developed by the receiving party, which independent development can be shown by written evidence.
      2. Subject to 7.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these membership terms and conditions.
      3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the terms of these membership terms and conditions.
      4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this 7.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
      5. The Customer acknowledges that details of the Carbonology Hub constitute the Supplier’s Confidential Information.
      6. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

• Indemnity

1. 1. 1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer Data or the Customer’s use of the Carbonology Hub or Resources, provided that:
         1. the Customer is given prompt notice of any such claim;
         2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
         3. the Customer is given sole authority to defend or settle the claim.
      2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Carbonology Hub or Resources infringes any United Kingdom copyright, trade mark, or database right. The Supplier shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims and all related losses, costs and expenses, provided that:
         1. the Supplier is given prompt notice of any such claim;
         2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
         3. the Supplier is given sole authority to defend or settle the claim.
      3. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Carbonology Hub, replace or modify the Carbonology Hub so that they become non-infringing or, if such remedies are not reasonably available, terminate these membership terms and conditions on two Business Days’ notice to the Customer (whose claim in such circumstances shall be limited to the pro-rata refund of the Subscription Fee) without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
      4. In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
         1. a modification of the Carbonology Hub or Resources by anyone other than the Supplier;
         2. the Customer’s use of the Carbonology Hub or Resources in a manner contrary to the instructions given to the Customer by the Supplier; or
         3. the Customer’s use of the Carbonology Hub or Resources after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
      5. This clause 8 states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any copyright, trade mark, or database right.

• Limitation of liability 

1. 1. 1. Except as expressly and specifically provided in these membership terms and conditions:
         1. The Customer assumes sole responsibility for results obtained from the use of the Carbonology Hub and the Resources by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or Customer Data provided by the Customer in connection with the Carbonology Hub, or any actions taken by the Supplier at the Customer’s direction.
         2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from these membership terms and conditions.
         3. The Carbonology Hub and the Resources are provided to the Customer on an “as is” basis.
      2. Nothing in these membership terms and conditions excludes the liability of the Supplier:
         1. for death or personal injury caused by the Supplier’s negligence;
         2. for fraud or fraudulent misrepresentation; or
         3. any other liability which cannot be limited or excluded by applicable law.
      3. Subject to clause 9.1 and clause 9.2:
         1. The Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of anticipated savings, for depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these membership terms and conditions.
         2. The Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 8.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these membership terms and conditions shall be limited to the total Subscription Fees paid for the Member Subscriptions during the 12 months immediately preceding the date on which the claim arose.

• Term and termination

1. 1. 1. These membership terms and conditions shall, unless otherwise terminated as provided in this clause 10, commence on the Effective Date and shall continue for the Initial Subscription Term. These membership terms and conditions shall (upon payment by the Customer of the relevant Subscription Fee for each such Renewal Period) be renewed for successive periods of twelve (12) months (each a Renewal Period), unless an application for renewal is refused by the Supplier or the Subscription Term is otherwise terminated by the Supplier in accordance with the provisions of these membership terms and conditions.  The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
      2. Without affecting any other right or remedy available to it, either party may terminate these membership terms and conditions with immediate effect by giving written notice to the other party if:
         1. the other party fails to pay any amount due under these membership terms and conditions on the due date for payment and remains in default not less than twenty-one (21) days after being notified in writing to make such payment;
         2. the other party commits a material breach of any other term of these membership terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
         3. the other party repeatedly breaches any of the terms of these membership terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these membership terms and conditions;
         4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in section 123(1)(e) or (2) of the Insolvency Act 1986;
         5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
         6. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
         7. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
         8. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
         9. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
         10. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
         11. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within fourteen (14) days;
         12. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(d) to clause 10.2(k) (inclusive);
         13. a conflict of interests arises between the parties; 
         14. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; 
         15. the other party acts in a manner which is (in the reasonable opinion of the affected party) detrimental to the goodwill or reputation of the other party;
         16. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the membership is in jeopardy.
      3. On termination of the membership for any reason:
         1. all licences granted under these membership terms and conditions shall immediately terminate and the Customer shall immediately cease all use of the Carbonology Hub and the Resources;
         2. the Supplier may destroy or otherwise dispose of any Customer Data in its possession. The Customer shall pay all reasonable expenses incurred by the Supplier in disposing of Customer Data; and
         3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

• Force majeure

The Supplier shall have no liability to the Customer if it is prevented from or delayed in performing its obligations under these membership terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control (provided that the Customer is notified of such an event and its expected duration), including, without limitation: 

1. strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party); 
2. failure of a utility service or transport or telecommunications network; 
3. act of God, war, riot, civil commotion or malicious damage; 
4. compliance with any law or governmental order, rule, regulation or direction; 
5. accident; 
6. breakdown of plant or machinery;
7. fire, flood, storm;  
8. default of suppliers or subcontractors; or
9. epidemic or pandemic.

• Waiver

No failure or delay by a party to exercise any right or remedy provided under these membership terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

• Rights and remedies

Except as expressly provided in these membership terms and conditions, the rights and remedies provided under these membership terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

• Severance

1. 1. 1. If any provision or part-provision of these membership terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these membership terms and conditions.
      2. If any provision or part-provision of these membership terms and conditions is deemed deleted under this clause 14, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

• Entire agreement

1. 1. 1. These membership terms and conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into these membership terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these membership terms and conditions.
      3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these membership terms and conditions.
      4. Nothing in this clause shall limit or exclude any liability for fraud.

• Assignment

1. 1. 1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these membership terms and conditions.
      2. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these membership terms and conditions.

• Third party rights

These membership terms and conditions does not confer any rights on any person or party (other than the parties to these membership terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

• Notices

1. 1. 1. Any notice required to be given under these membership terms and conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address or other main office address as may have been notified by that party for such purposes.
      2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. 

• Governing law

These membership terms and conditions and any dispute or claim arising out of or in connection with them or their 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.

• Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these membership terms and conditions or its subject matter or formation (including non-contractual disputes or claims).