TERMS & CONDITIONS


1.     Interpretation

The following definitions and rules of interpretation apply in these terms and conditions.

1.1   Definitions:

Brief: a submission by the Client to Jist which sets out a summary of the Services which the Client wishes to purchase from Jist;

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

Client: the person or firm who purchases Services from Jist;

Contract: the contract between Jist and the Client for the supply of Services in accordance with the Order, these terms and conditions and the Schedules;

Data Protection Legislation: whichever is in force of:

(i)     the Data Protection Act 1998;

(ii)    the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time; and

(iii)   any successor legislation to the General Data Protection Regulation or the Data Protection Act 1998,

and any other applicable data protection laws;

Deposit: has the meaning given to it in clause 6.7.1;

Estimated Fees: has the meaning given to it in clause 6.3;

Fees: the fees payable pursuant to clause 6 and clause 7 of the Contract;

Final Work: the final cut of the Final Work described in the Order, as delivered by Jist to the Client;

Increased Estimated Fees: has the meaning given to it in clause 6.9;

Jist: Jist Studios Limited incorporated and registered in England and Wales with company number 06917691 whose registered office is at 16 Blackfriars Street Blackfriars Street, Salford, England, M3 5BQ;

Location: the shooting location as set out in the Order;

Materials: any documents, files, materials or other content relating to the Services (including the Final Work and the Rushes);

Order: the Client’s order for Services as set out in the Client’s written acceptance, or signing, of a Proposal;

Personal Data: has the meaning set out in the Data Protection Legislation and relates only to personal data, or any part of such personal data, relating to the Services and/or the Final Work (not including any personal data which relates solely to Rushes which Jist retains for its own use after delivery of the Final Work);

Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Final Work, as set out in the Order, or otherwise agreed between the parties in writing;

Proposal: written proposal, estimate or quotation for Services which is provided by Jist to the Client;

Rushes: all footage, music/audio files, after effects designs, mixes and other creations recorded or created by Jist in the provision of the Services, excluding the Final Work;

Services: the services to be provided by Jist under this agreement as set out in clause 2.5; and

Work Process: the document shown in Schedule 1.

1.2   The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.3   Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.     The Contract

2.1   The Order constitutes an offer by the Client to purchase Services in accordance with these terms and conditions. The Order shall only be deemed to be accepted when Jist issues written acceptance of the Order, or commences provision of the Services, at which time and on which date the Contract shall come into existence.

2.2   Any samples, drawings, descriptive matter or advertising issued by Jist, and any descriptions or illustrations contained in Jist’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.3   These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4   Any Proposal given by Jist shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.5   In consideration of payment to Jist of the Fees and subject to these terms and conditions and any terms set out in the Order, the Client engages Jist to produce the Final Work in accordance with the Order, the Work Process and the Production Schedule and to provide such other services as are agreed between the parties from time to time in connection with the Final Work (Services).

3.     Creative Control

3.1   The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Final Work provided that the Client shall, in its absolute discretion but with full discussion with Jist and giving good faith consideration to Jist’s views as a professional production company, have final editorial and artistic control over the Final Work.

3.2   The Client shall be responsible for the cost of any changes to the Services, the Order, the Work Process or the Production Schedule, and any requested changes to any documents, materials or other creations created by Jist in the provision of the Services (including the Final Work, the storyboard and the script) other than the cost of changes arising from Jist’s breach of the Contract.

3.3   Jist will use reasonable endeavours to comply with any performance or delivery dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4   Where the Work Process refers to the Client providing feedback in relation to any part of the Services, the Client will provide such feedback promptly. If Jist does not receive any such feedback within a period of five Business Days, the Client will be deemed to have no feedback to provide.

3.5   Jist reserves the right to amend the Final Work, the Order, the Work Process or the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services

4. Obligations

4.1   Jist shall:

4.1.1    render the Services using reasonable care and skill; and

4.1.2    perform the Services in willing co-operation with the Client.

4.2   The Client shall:

4.2.1    ensure that the terms of the Order are complete and accurate;

4.2.2    co-operate with Jist in all matters relating to the Services;

4.2.3    provide Jist, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Jist;

4.2.4    provide Jist with such information and materials as Jist may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.2.5    inform all employees, agents and guests at its premises and/or the Location of the proposed filming and obtain relevant release forms duly signed by all such persons;

4.2.6    unless agreed otherwise in the Order, be responsible for the sourcing and engagement of the Location and any individuals who will be filmed, recorded or otherwise feature in the Final Work;

4.2.7    unless agreed otherwise in the Order, obtain and maintain all necessary licences, permissions, waivers and consents which may be required for the Services and the publication, use and retention of the Rushes and the Final Work before the date on which the relevant part of the Services are to start (as may be set out in the Work Process), including in relation to the Location and any individuals who will be filmed, recorded or otherwise feature in the Final Work;

4.2.8    give Jist access to the Client’s personnel and instruct such personnel to assist and support Jist wherever possible, to comply with Jist’s reasonable requests in making the Final Work, and in particular to provide such information as Jist may request; and

4.2.9    provide access to digital information, company graphics and website for use in the Final Work.

4.3   Once the Final Work has been signed off by the Client, Jist shall not be liable for any inaccuracies or errors in, and shall not be obliged to make any further changes to, the Final Work. It is therefore the Client’s responsibility to check the Final Work thoroughly before providing final sign-off.

5.     Credit

Subject to Jist duly rendering the Services and not being in breach of any of its material obligations under this agreement, the Client authorises Jist to insert, or have the appropriate third party insert, credit as the producer of the Final Work on the end credits of the Final Work, with its name and web address printed on all hard copies of the Final Work and included alongside all online versions of the Final Work.

6.     Fees and Payment

6.1   In consideration of the provision of the Services by Jist, the Client shall pay to Jist the fees set out in, and in accordance with, this clause 6 (Fees).

6.2   Unless Jist explicitly agree otherwise in writing, the Fees payable shall be calculated on the basis of the time and materials incurred in providing the Services, in accordance with Jist’s schedule of rates as updated from time to time.

6.3   The fees set out in the Order (Estimated Fees) are an estimate of the time and expense that will be required to carry out the Services and produce the Final Work, and such Estimated Fees shall not be binding on Jist.

6.4   Jist shall be entitled to invoice each unit on the basis of a full eight-hour day from 8.00 am to 5.00 pm being worked. Jist shall be entitled to invoice any unit of work which is less than such full eight-hour day as though a full eight-hour day was worked.

6.5   Where travel is required the day before or after any day on which Services are provided, Jist shall be entitled to charge Fees for that day of travel at the full rate set out in the schedule of rates in accordance with clauses 6.2 and 6.4, such sums shall be payable in addition to any expenses referred to in clause 6.12.

6.6   Unless such inability is due to an act or omission of Jist, if Jist is unable to provide the Services or any part thereof, including as a result of an act or omission of the Client or a Force Majeure Event, then Jist shall be entitled to invoice the Client for the entire amount of Fees it would have charged had it been able to provide such Services or part thereof, including any costs and/or expenses which have already been paid or incurred.

6.7   Subject to the provisions of this agreement, Jist shall be entitled to invoice the Client for:

6.7.1    50% of the total Estimated Fees, on the date of the Contract (Deposit), such Deposit shall only be refundable in accordance with clause 6.8 below;

6.7.2    25% of the Estimated Fees (or, if the Estimated Fees have increased pursuant to clause 6.9 below, 50% of such Increased Estimated Fees less any sums already invoiced pursuant to clause 6.7.1), on completion of the filming of the Final Work; and

6.7.3    the balance of all Fees incurred, on delivery of the Final Work.

6.8   The Client may be entitled to a refund or partial refund of the Deposit in the following circumstances:

6.8.1    if either party cancels the Services more than two months before the scheduled commencement of the filming of the Final Work, the Client shall receive a full refund of the amount of the Deposit that has been paid;

6.8.2    if either party cancels the Services more than one month before the scheduled commencement of the filming of the Final Work, or earlier up to and including the date falling two months before the scheduled commencement of the filming of the Final Work, the Client shall receive a refund of 50% of the amount of the Deposit that has been paid; and

6.8.3    if either party cancels the Services one month before the scheduled commencement of the filming of the Final Work or later, the Client shall not receive any refund of the Deposit,

subject always to the condition that the Client shall not be entitled to a refund of any amounts that relate to costs or expenses that have already been paid or incurred by Jist relating to the Services.

6.9   At any time, Jist shall be entitled to increase its estimate of the total Fees that will be incurred in the provision of the Services (Increased Estimated Fees).

6.10 Jist shall be under no obligation to commence any of the Services until the Deposit has been paid and received.

6.11 For the avoidance of doubt, Jist shall be entitled to raise an invoice for the Deposit even if the Client no longer wishes to proceed with the Services or the creation of the Final Work, the Deposit covers the time and materials that Jist incurs up front on the Services, including in pre-production.

6.12 Jist shall be entitled to invoice the Client for any expenses reasonably incurred by Jist or by the individuals whom Jist engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Jist for the performance of the Services, and for the cost of any materials.

6.13 The Fees and any other sums charged pursuant to the Contract shall be exclusive of VAT, which shall be paid to Jist in addition on submission by Jist of a valid VAT invoice.

6.14 The Client shall pay each invoice submitted by Jist:

6.14.1  within 14 days of the date of the invoice; and

6.14.2  in full and in cleared funds to a bank account nominated in writing by Jist, and

time for payment shall be of the essence of the Contract.

6.15 Jist shall be entitled to charge the Client an additional 4% of any sums which the Client pays by credit card or debit card.

6.16 If the Client fails to make a payment due to Jist under the Contract by the due date, then, without limiting Jist’s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.16 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.

6.17 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.     Storage

7.1   Jist reserves the right to destroy, delete or otherwise dispose of any Materials if, within 20 Business Days of delivery of the Final Work, the Client has not requested that Jist store such Materials.

7.2   If the Client requests that Jist, and Jist agrees to, electronically store any Materials, Jist shall be entitled to charge the Client the sum of £20 per month for each TB of data required (charges can only be made for full terabytes of data).

7.3   If the Client requests that Jist, and Jist agrees to, transfer any Materials to the Client (whether before or after delivery of the Final Work) the Client shall pay to Jist all costs and expenses (including time incurred by Jist at its schedule of rates as updated from time to time) incurred in carrying out such transfer.

8.     Intellectual Property Rights

8.1   Subject to, conditional upon, and in consideration for, payment of the final instalment of the Fees pursuant to clause 6.7.3, Jist hereby:

8.1.1    assigns to the Client absolutely, subject to clause 8.2 below and to the extent that it is the owner of such copyright, ownership of the copyright subsisting in the Final Work throughout the world for the full period of such copyright by way of present assignment of future copyright; and

8.1.2    grants a non-exclusive, royalty-free licence to the Client, subject to clause 8.2 below and to the extent that it is the licensee of such copyright with an entitlement to grant such sub-licence, to use the copyright subsisting in the Final Work throughout the world for the full period of such copyright.

8.2   Other than copyright subsisting in the Final Work, and unless agreed otherwise in the Order, all Intellectual Property Rights in or arising out of or in connection with the Services, including all Rushes, shall be owned by Jist.

8.3   Each party shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the Contract, and shall use all reasonable endeavours to procure that any third parties shall also do so as necessary.

8.4   The Client hereby grants to Jist the perpetual, irrevocable right to use the Client’s name, logo and Intellectual Property Rights solely to the extent necessary for the purpose of providing the Services and the Final Work, and exercising its rights under the Contract, including referring to the Client in paperwork and in discussions with third parties in order to indicate the nature of the Final Work, and including them in Jist’s own promotional materials and showreels in accordance with clause 8.5. The Client warrants that no such use shall infringe the rights of any third party.

8.5   The Client hereby grants to Jist the perpetual, irrevocable right to use the Final Work and any extracts from the Final Work for its own promotional use in internal and client and prospective client presentations, showreels and on Jist’s website and other marketing materials.

8.6   The Client hereby warrants, represents and undertakes to Jist that it does, and shall continue to, either own, or have obtained and paid for licences to use, all materials provided to Jist by the Client in connection with the production of the Final Work or the provision of the Services.

9.     Limitation of Liability

9.1   Nothing in the Contract shall limit or exclude Jist’s liability for:

9.1.1    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

9.1.2    fraud or fraudulent misrepresentation; or

9.1.3    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

9.2   Subject to clause 9.1, Jist shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

9.2.1    loss of profits;

9.2.2    loss of sales or business;

9.2.3    loss of agreements or contracts;

9.2.4    loss of anticipated savings;

9.2.5    loss of use or corruption of software, data or information;

9.2.6    loss of or damage to goodwill; or

9.2.7    any indirect or consequential loss.

9.3   Jist shall not be liable to the Client, whether in contract, tort (including negligence) or otherwise, for any losses arising as a result of any act or omission of any individual or company who features in the Final Work, including for any defamatory, derogatory or otherwise inappropriate or unlawful acts or statements by such individual or company.

9.4   Subject to clause 9.1, Jist’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to a sum equivalent to the total Fees paid by the Client and received by Jist under the Contract.

9.5   The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.   Termination

10.1 Without affecting any other right or remedy available to it, Jist may terminate the Contract by giving the Client 20 Business Days’ written notice.

10.2 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:

10.2.1  the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

10.2.2  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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.2.3  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

10.2.4  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.

10.3 Without affecting any other right or remedy available to it, Jist may terminate the Contract with immediate effect by giving written notice to the Client if:

10.3.1  the Client fails to pay any amount due under the Contract on the due date for payment; or

10.3.2  there is a change of control of the Client.

10.4 Without affecting any other right or remedy available to it, Jist may suspend the supply of Services under the Contract or any other contract between the Client and Jist if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2.1 to clause 10.2.4, or Jist reasonably believes that the Client is about to become subject to any of them.

10.5 On termination of the Contract:

10.5.1  the Client shall immediately pay to Jist all of Jist’s outstanding unpaid invoices and interest and, in respect of Services supplied or costs incurred but for which no invoice has been submitted, Jist shall submit an invoice, which shall be payable by the Client immediately on receipt;

10.5.2  the Client shall return any materials belonging to Jist and any Deliverables which have not been fully paid for. If the Client fails to do so, then Jist may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.6 Termination or expiry of the 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.

10.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect, including clauses 6, 8.4, 8.5, 9, 10, 11.4 and 12.

11.   Data Processing

11.1 The Client and Jist acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Jist is the data processor in respect of any Personal Data.

11.2 Jist shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.

11.3 Jist warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:

11.3.1      take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

11.3.1.1   the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

11.3.1.2   the nature of the data to be protected.

11.4 The Client acknowledges that Jist is reliant on the Client for direction as to the extent to which Jist is entitled to use and process the Personal Data. Consequently, the Client agrees to indemnify and keep indemnified and defend at its own expense Jist against all costs, claims, damages or expenses incurred by Jist relating to any claim brought by a data subject arising from any action or omission by Jist, to the extent that such action or omission resulted directly from the Client’s instructions.

11.5 The Client agrees to indemnify and keep indemnified and defend at its own expense Jist against all costs, claims, damages or expenses incurred by Jist relating to any failure by the Client to obtain appropriate consent from, or to properly notify, any data subject whose personal data is processed by either the Client or Jist in connection with the provision of the Services or the use of the Final Work or the Rushes.

11.6 Jist may appoint a third party to process the Personal Data, provided that it does so on substantially similar terms to this clause 11.

12.   General

12.1 Force majeure.

12.1.1  Jist shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including any:

12.1.1.1   acts of God, flood, drought, earthquake or other natural disaster;

12.1.1.2   epidemic or pandemic;

12.1.1.3   inclement weather;

12.1.1.4   road traffic congestion or closure of roads or other public highways;

12.1.1.5   terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

12.1.1.6   any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

12.1.1.7   collapse of buildings, fire, explosion or accident;

12.1.1.8   any labour or trade dispute, strikes, industrial action or lockouts;

12.1.1.9   non-performance by suppliers or subcontractors; and

12.1.1.10  interruption or failure of utility service,

(Force Majeure Event).

12.1.2      If the Force Majeure Event prevents, hinders or delays the performance of Jist’s obligations for a continuous period of more than four weeks, Jist may terminate the Contract by giving one week’s written notice to the Client.

12.2 Assignment and other dealings.

12.2.1  Jist may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

12.2.2  The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Jist.

12.3 Confidentiality.

12.3.1  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3.2.

12.3.2  Each party may disclose the other party’s confidential information:

12.3.2.1       to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and

12.3.2.2       as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3.3  Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4     Entire agreement.

12.4.1  Except for any Key Client Agreement entered into between Jist and the Client, the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.4.2  Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

12.4.3  Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation. Except as set out in these terms and conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.8 Notices.

12.8.1  Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified in the Order.

12.8.2  Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00am on the next Business Day after transmission.

12.8.3  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.9 Third party rights.

12.9.1  Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.9.2  The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.10   Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England.

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