1.1 If there is any conflict between an Engagement Letter, a Statement of Work, the Specific Terms and these General Terms, they shall prevail in that order. Clause headings shall not affect the interpretation of the Agreement.
1.2 In the Agreement, unless the context otherwise requires: capitalised words and phrases shall have the meanings given in the relevant Engagement Letter or in these General Terms; words importing one gender shall be treated as importing any gender; words importing individuals shall be treated as importing corporations and vice versa; words importing the singular shall be treated as importing the plural and vice versa; a reference to a statute or other law shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of; and references to “include” and “including” (or any similar term), are not to be construed as implying any limitation.
1.3 The Agreement shall apply to the exclusion of any other terms and conditions communicated to Factotum (including any terms and conditions which may be printed on, or submitted with, the Client’s purchase order or similar document).
1.4 The provision of any Services not included in the relevant Engagement Letter, or any changes to that Engagement Letter, shall be subject to Factotum and Client agreeing, in writing, to the scope of the additional or amended Services including changes to the fees payable to Factotum and whether any additional Specific Terms below shall apply. Once such additional or amended Services are so agreed in writing, they shall automatically form part of the Agreement.
1.5 The Agreement shall commence on the Commencement Date set out in the first Engagement Letter agreed between the parties and shall continue thereafter until terminated in accordance with clause 6 below (“Term”). Each Engagement Letter shall commence on the date it is entered into and shall continue until the completion of all of the parties’ obligations under that Engagement Letter or the End Date (or any extension or amendment thereof) if set out in that Engagement Letter, subject to earlier termination in accordance with clause 6 below.
1.6 Factotum may undertake a search with a credit reference agency (or agencies) for the purposes of verifying the identity of the Client and/or the director(s) and/or beneficial owners of the Client. To do so, the credit reference agency (or agencies) may check the details supplied against any particulars (public or otherwise) to which they have access. They may use these details in the future to assist other companies for verification purposes. A record of the search will be retained.
2.1 Factotum shall perform the Services throughout the Term and (where relevant) shall supply Deliverables to the Client in accordance with the relevant Engagement Letter.
2.2 Factotum shall apply such time, attention, and reasonable skill and care as may be necessary or appropriate for its proper performance of the Services and provision of any associated Deliverables.
2.3 Nothing in the Agreement shall prevent Factotum from providing services which are the same as or similar to the Services to any other person.
2.4 In the Agreement the “Deliverables” shall mean the final versions of the Deliverables specified in the relevant Engagement Letter (and, where applicable, as approved by the Client) and shall not include drafts, samples or abandoned concepts (being concepts which have not been developed and encapsulated in a final version which has been approved by the Client).
2.5 Where the relevant Engagement Letter provides a timetable or schedule for delivery of the Services or any Deliverables, Factotum shall use reasonable endeavours to comply with that but time shall not be of the essence. Any Services for which time for performance is not specified shall be performed by Factotum within a reasonable period of time.
2.6 Where the relevant Engagement Letter specifies the name of an individual who shall deliver specific Services:
(a) Factotum reserves the right to deliver such Services through a different individual provided that such individual has the relevant skill and experience reasonably required to deliver the relevant Services; and/or
(b) if the relevant individual is no longer available to perform the Services on the agreed date for any reason, the Client shall (acting reasonably) agree with Factotum an alternative date for performance of the relevant Services.
2.7 The Client will promptly supply to Factotum (at its own expense) any Client information, materials, equipment, tools and other items reasonably required by Factotum or necessary to provide the Services and Deliverables (including any Client Materials & Information specified in the relevant Engagement Letter). The Client shall ensure that it has all necessary rights and licences in place to enable use by Factotum of all such Client information, materials, equipment, tools and other items for the purposes of delivering the Services.
2.8 The Client will give Factotum clear instructions and shall ensure that its other suppliers and agencies act in willing co-operation with Factotum where necessary to enable Factotum to perform the Services.
2.9 If the relevant Engagement Letter indicates that the Services shall be provided at any location(s) other than Factotum’s premises, unless the relevant Engagement Letter indicates otherwise, the Client shall be responsible for making such location(s) available to Factotum in order to perform the Services and ensuring that such locations are a safe place for the Services to be performed. The Client shall provide and facilitate all access reasonably required by Factotum to such location(s) for the performance of the Services.
2.10 Where Factotum enters into any Third Party Contracts, provided that Factotum has notified the Client of any significant restrictions or contract terms contained in those Third Party Contracts:
(a) the Client hereby acknowledges that its right to use or otherwise benefit from any Services or Deliverables acquired under such Third Party Contracts shall be as set out in such Third Party Contracts;
(b) any charges or liabilities (to the extent caused by an act or omission of the Client or any third party acting for or on its behalf) for which Factotum is liable under such Third Party Contracts (including cancellation payments) shall be the responsibility of the Client; and
(c) the Client hereby indemnifies and shall keep Factotum indemnified against any losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses) (“Losses”) caused by any act or omission of the Client which puts Factotum in breach of any such Third Party Contracts.
2.11 Factotum’s advice under the Agreement is of a commercial nature only and may only be relied upon by the Client for the purposes for which the Services were performed and, such advice shall not be shared with any third party for the benefit of any third party without Factotum’s prior written consent. In addition, the Client acknowledges and accepts that Factotum is not, unless otherwise notified, a regulated entity providing legal, FOREX or other regulated services and as such is not unless otherwise notified, a regulated entity providing legal, FOREX or other regulated services and as such is not authorised by the Financial Conduct Authority, Solicitors Regulatory Authority or any other regulator. Where Factotum introduces the Client to any third party to provide the Client with services other than the Services (including those of the nature mentioned in this clause), Factotum is not, for the avoidance of doubt, engaging those third parties on the Client’s behalf nor is it a party to such relationship, and the Client shall be responsible for determining whether to work with that third party and if so, on what terms. Factotum accepts no liability in respect of any such relationships and services provided.
3.1 The Client shall pay the Fees set out in the relevant Engagement Letter.
3.2 Factotum shall additionally be entitled to invoice the Client all expenses properly incurred in the supply of the Services (including travel expenses, postage, couriers, subsistence and similar expenses) subject to approval by the Client for any expenses in excess of the limit specified in the relevant Engagement Letter (such approval not to be unreasonably withheld or delayed). Any and all Expenses listed in the relevant Engagement Letter are deemed pre-approved.
3.3 Factotum may invoice the Client separately for any Costs incurred on the Client’s behalf in accordance with the relevant Engagement Letter. Factotum reserves the right to require payment of Costs in advance before incurring nor agreeing to incur such Costs.
3.4 The Client will pay all invoices in full on the corresponding payment date set out in the relevant Engagement Letter or, if no payment date is specified, within 14 days of the invoice date. Time shall be of the essence in relation to payment of Factotum’s invoices. Unless set out otherwise in the relevant Engagement Letter:
(a) Recurring fees will normally be billed monthly in advance
(b) One off assignment fees will normally be billed 50% in advance and 50% on completion
(c) Expenses and Costs incurred by Factotum for subcontracted work or Suppliers on behalf of the client will be agreed in advance. Payment in advance will be required for Expenses and/or costs in excess of £5,000.
3.5 All fees and other sums referred to in the Agreement are exclusive of VAT (or other applicable sales tax). The Client will pay to Factotum such VAT (or other applicable sales tax, if any) as may be chargeable from time to time.
3.6 If the Client fails to pay any sum payable by it by the due date for payment under the Agreement:
(a) Factotum shall have the right, at its option, to suspend performance of the Services under any Engagement Letter (including suspension of any agreed service levels) until the Client pays all outstanding payments in full; and
(b) the Client shall pay interest on the overdue sum for the period from and including the due date of payment up to the date of actual payment (after as well as before judgment). Interest shall accrue from day to day and shall be paid on demand at the rate of 4 per cent above the base rate from time to time of the Bank of England.
4.1 In the Agreement “IP” means all intellectual property rights in whatever media whether or not registered including: copyright, database and compilation rights, patents, trade marks, service marks, trade names, goodwill, designs, all other industrial commercial or proprietary rights and any applications for the protection or registration of those rights and all renewals, revivals and extensions existing in any jurisdiction.
4.2 Subject to clauses 4.3 and 4.5 below, Factotum hereby grants to the Client a worldwide royalty-free, non-exclusive, non-sublicensable, licence in respect of Factotum’s IP in the Deliverables to enable the Client to use the Deliverables in the manner specified in the relevant Engagement Letter.
4.3 The licence granted by clause 4.2 above shall be subject to limitations on the use of any Deliverable (including limits as to the purpose(s), territory and period of use) set out in the relevant Engagement Letter or otherwise explained by Factotum in writing.
4.4 Factotum acknowledges that all IP in materials provided to it by or on behalf of the Client for incorporation in the Deliverables (including any Client Materials & Information specified in the relevant Engagement Letter) shall remain the property of the Client or its licensors. The Client warrants that the use of such material, and the use of the Client’s name and logo, by Factotum in accordance with the Agreement shall not infringe the rights of any third party and shall comply with all applicable law, regulation and relevant codes of practice in force from time to time.
4.5 If Factotum intends to incorporate any third party IP into any Deliverables, it shall notify the Client of any restrictions on use of that IP. The Client shall at all times comply with such restrictions on use.
4.6 The Client agrees that Factotum may identify the Client as a client of Factotum (including through use of the Client’s name and logo) in its promotional materials (including Factotum website).
4.7 Save to the extent it is necessary to receive the Services and/or as otherwise permitted by the Agreement, the Client shall have no rights to use the name of Factotum or any other trade marks or IP of Factotum. If the Client wishes to make any public statement about Factotum or the Services, the Client agrees to seek the prior written consent of Factotum (such consent not to be unreasonably withheld).
4.8 During the Term, if Factotum is asked by the Client to pitch to the Client for services not covered by an Engagement Letter, Factotum shall retain ownership of all IP in any materials forming part of such pitch, save to the extent that Factotum is successful in such pitch and the parties enter into an Engagement Letter relating to the same.
5.1 Nothing in the Agreement will limit or exclude either party’s liability (or the other party’s remedies) for: (a) death or personal injury arising from its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability to the extent that such liability may not be excluded or limited as a matter of applicable law.
5.2 Subject to clause 5.1, Factotum’s maximum aggregate liability under or in relation to:
(a) an Engagement Letter (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) shall not exceed, in respect of each Year, the greater of: (a) £25,000; and (b) the total Fees paid by the Client to Factotum under that Engagement Letter in respect of that Year; and
(b)the Agreement (which includes all Engagement Letters) (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) shall not exceed, in respect of each Year, the greater of: (a) £100,000; and (b) the total Fees paid by the Client to Factotum in that Year.
“Year” means a period of 12-months (twelve) commencing on the first day of the Term and on each successive anniversary of that date.
5.3 Subject to clause 5.1 Factotum shall have no liability under or in relation to the Agreement (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) for any:
(a) direct or indirect:
(i) loss of profits;
(ii) loss of contracts;
(iii) loss of business;
(iv) loss of goodwill;
(v) loss or corruption of data; or
(b) indirect or consequential loss or damage of whatever nature and howsoever caused, even if Factotum has been advised of the possibility of such damages or losses (provided that nothing in this clause 5.3(b) shall be deemed to limit or exclude our liability for direct loss or damage).
5.4 All warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law, including any condition of satisfactory quality or fitness for a particular purpose.
5.5 Factotum shall not be liable for any delay or failure in the performance of its obligations caused by a failure of or delay by the Client to perform its obligations under the Agreement, or any compliance by Factotum with instructions issued by the Client in relation to which Factotum has raised a concern.
5.6 Factotum will only be liable to the Client for acts and omissions of Suppliers engaged on Factotum’s behalf to the extent that Factotum is able to recover from such Suppliers.
6.1 Either party may terminate the Agreement (which would terminate all Engagement Letters in force) and/or any specific Engagement Letter with immediate effect by notice in writing to the other if the other party:
(a) commits a material breach of the Agreement and/or any specific Engagement Letter which is incapable of remedy or, in the case of a breach capable of remedy, the other party fails to remedy such breach within 21 days of receipt of written notice from the other party giving full particulars of the breach and requesting that the same be remedied;
(b) becomes insolvent, enters into liquidation or bankruptcy, makes any composition or arrangement with its creditors, or takes or suffers any similar action in consequence of its debt;
(b)the Agreement (which includes all Engagement Letters) (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) shall not exceed, in respect of each Year, the greater of: (a) £100,000; and (b) the total Fees paid by the Client to Factotum in that Year.
“Year” means a period of 12-months (twelve) commencing on the first day of the Term and on each successive anniversary of that date.
(c) (being a company) passes a resolution for its winding up (other than for the purposes of a solvent amalgamation or reconstruction), (being a partnership) is dissolved, (being a natural person) dies, has a receiver, administrator, administrative receiver, trustee or similar officer appointed over the whole or any part of its assets; or
(d) ceases, or threatens to cease, to carry on business (other than a temporary cessation which arises in circumstances beyond that party’s control).
6.2 Factotum may terminate the Agreement (which would terminate all Engagement Letters in force) and/or any specific Engagement Letters as it decides immediately on notice to the Client in writing if any sum due to Factotum under an Engagement Letter is not paid on the due date and that sum remains unpaid within 14 days of a demand being sent to Client requiring payment of the unpaid sum.
6.3 Where Factotum has a right to terminate the Agreement and/or an Engagement Letter, it may choose to terminate in whole or part.
6.4 The expiry or termination of an Engagement Letter and/or the Agreement shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either party at the effective date of termination.
6.5 Upon termination of an Engagement Letter and/or the Agreement for any reason:
(a) the Client shall pay to Factotum all sums due to Factotum up to and including the effective date of termination including:
(i) any Fees for Services received by the Client prior to termination; and
(ii) any expenses and/or Costs properly incurred or committed to by Factotum;
(b) provisions of the Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
7.1 Each party shall keep secret and confidential all information disclosed to it (whether in writing, verbally or otherwise) under or in connection with the Agreement which is of a confidential or proprietary nature. The receiving party shall not use, disclose, exploit, copy or modify such confidential information except for the purposes of the proper performance of the Agreement or with the prior written consent of the other party. Any such disclosure shall be made subject to obligations equivalent to those set out in the Agreement.
7.2 Upon request of the disclosing party, the receiving party shall promptly return or destroy, as instructed, any confidential information of the disclosing party.
7.3 The obligations of confidentiality in this clause 7 shall not extend to any information that a party can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under the Agreement;
(b) was developed by it independently of any confidential information disclosed by the other party;
(c) was independently disclosed to it by a third party entitled to disclose the same; or
(d) is legally required to be disclosed under any applicable law.
8.1 The parties confirm that where the Services under an Engagement Letter comprise Factotum’s Processing of Personal Data on behalf of the Client (“Client Personal Data”), Factotum shall (unless stated otherwise in the relevant Engagement Letter or otherwise agreed) be the processor and the Client shall be the controller with respect to such Processing. Where the Services require the Processing of Client Personal Data, the parties agree the following:
(a) subject matter and duration of the Processing: it is necessary for Factotum to process personal data in order to provide the Services under the Agreement for the duration of those Services and afterwards for record keeping and audit purposes;
(b) nature and purpose of the Processing: Factotum may be required to access, receive, generate, store or otherwise process personal data in order to provide the Services;
(c) type of personal data being Processed: information that specifically relates to the Services, including name, address, age, gender, profession, contact information (telephone number, email address), financial, banking and creditworthiness information; and
(d) categories of the Data Subjects: the Client and personnel of the Client.
8.2 The parties hereby acknowledge and agree that the provisions of Article 28(3)(a)-(h) of the GDPR are incorporated into the Agreement, with any necessary changes to give full effect to such provisions.
8.3 Each party shall comply with the obligations imposed on it by applicable Data Privacy Laws with regards to Client Personal Data Processed by each party in connection with the Services.
8.4 Where, by operation of this clause 8, Factotum is obliged to provide assistance to the Client or to third parties at the request of the Client or to take actions over and above those that it provides in the ordinary course of delivering the Services, such assistance and/or action shall be provided at the expense of the Client. However, to the extent that such assistance and/or action is required as a result of Factotum’s breach of its obligations under the Agreement, the costs of such assistance and/or action shall be borne by Factotum.
8.5 Notwithstanding any other provision of the Agreement, Factotum shall be entitled to sub-contract one or more aspects of the Services involving the Processing of Client Personal Data. In this event:
(a) Factotum shall notify the Client in writing of its intention to engage such sub-contractor. Such notice shall give details of the identity of such sub-contractor and the services to be supplied by it; and
(b) the Client shall be deemed to have approved the engagement of the sub-contractor if it has not served a notice in writing on Factotum objecting to such appointment within five (5) days of the date that the notice is deemed to be received by the Client.
8.6 The Client warrants and undertakes that it has all necessary rights to provide Personal Data to Factotum and to require Factotum to Process Personal Data on its behalf.
8.7 For the purposes of the Agreement, the defined terms used in this clause shall mean:
(a) “Data Privacy Laws” shall mean the following as amended, extended or re-enacted from time to time: (i) Data Protection Act 2018; (ii) EC Directive 2002/58/EC on Privacy and Electronic Communications; (iii) EC Regulation 2016/679 (the “GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (iv) all local laws or regulations implementing or supplementing the EU legislation mentioned in (ii) and (iii) above; and (v) all codes of practice and guidance issued by national regulators relating to the laws, regulations and EU legislation mentioned in (i)–(iv) above;
(b) “Data Subject(s)” shall have the same meaning as defined in Data Privacy Laws;
(c) “Personal Data” shall have the same meaning as defined in Data Privacy Laws; and
(d)“Processing” shall have the same meaning as defined in Data Privacy Laws (and “Process” and “Processed” shall be construed accordingly).
9 NOTICES
9.1 Unless expressly provided otherwise, all notices to be given under the Agreement must be in writing and shall be delivered (a) by hand (including by courier); (b) pre-paid first class post or other next day delivery service; or (c) pre-paid airmail, to the other party’s address (or such other address as that party may notify to the other from time to time). Such notice shall be treated as having been given and received:
(a) if delivered by hand, at the time of delivery;
(b) if sent by UK pre-paid first-class post or other next day delivery service to a UK postal address, at 9.30 a.m. on the second clear day after the date of posting; and
(c) if sent by pre-paid airmail, at 9.30 a.m. on the fifth clear day after the date of posting.
10.1 Neither party shall be liable to the extent that it is delayed in or prevented from performing its obligations under the Agreement and/or an Engagement Letter to the extent that it is delayed in or prevented from doing so due to any act, event, non-happening, omission or accident beyond its reasonable control (including without limitation acts of any government, adverse weather, natural disaster, fire, explosion, epidemic, pandemic, labour dispute including strikes, war, terrorist activity or civil commotion.
11.1 The Agreement constitutes the entire agreement between the parties relating to the Services to be provided under the corresponding Engagement Letter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements, whether or not in writing, between the parties in relation to such Services.
11.2 Each of the parties acknowledges and agrees that it has not entered into the Agreement or any Engagement Letter in reliance on any statement or representation of any person other than as expressly incorporated in the Agreement and that the only cause of action available to it under the terms of the Agreement shall be for breach of contract.
12.1 For the purposes of this clause 12 the following terms shall have the following meaning:
(a) “Outgoing Supplier” means the supplier engaged to carry out services substantially similar to the Services immediately prior to the transfer of such services to Factotum;
(b) “Transferring Employee” means any employee of the Client or the Outgoing Supplier who transfers or would transfer to Factotum by virtue of TUPE; and
(c) “TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006.
12.2 The parties acknowledge that commencement of the provision of any Services set out in an Engagement Letter (“Effective Date”) may amount to a service provision change in accordance with TUPE.
12.3 The Client warrants that it has (or has procured that the Outgoing Supplier has) compiled and provided to Factotum not less than two months prior to the Effective Date (or such other period agreed by Factotum in writing) the employee liability information as defined by Regulation 11(2) of TUPE together with such additional information and documents relating to the Transferring Employees as Factotum may reasonably request in order to ascertain whether the provision of those Services under the relevant Engagement Letter falls under the scope of TUPE and the extent of any liabilities which may transfer to Factotum by virtue of TUPE. The Client (or Outgoing Supplier) shall have promptly informed Factotum of any material change to such information.
12.4 In the event that TUPE applies on the Effective Date such that the contracts of employment of any Transferring Employees have effect as if originally made between such employees and Factotum (or are alleged to do so), the Client hereby indemnifies and keeps indemnified Factotum from and against all Losses whenever or howsoever arising, directly or indirectly, in connection with or as a result of any claim or demand (whether tortious, contractual, statutory or otherwise):
(a) by any Transferring Employee arising out of (or alleged to arise out of) his/her employment with or its termination by the Client or the Outgoing Supplier, or any other act or omission of the Client or the Outgoing Supplier and for which Factotum is liable or alleged to be liable by reason of the operation of the TUPE; and
(b) by any Transferring Employee arising from or connected with any failure by the Client or the Outgoing Supplier to comply with its obligations to inform and (if applicable) consult with the appropriate representatives of such employees pursuant to Regulation 13 of TUPE or otherwise, except to the extent that any such failure arises either wholly or partly as a result of any act or omission of Factotum to provide the Client or the Outgoing Supplier in good time with the information necessary for it to comply with Regulation 13(2)(d) of TUPE.
13.1 Factotum shall be entitled to assign its rights and obligations set out in the Agreement. Factotum may also subcontract or delegate any of its obligations under the Agreement. The Client shall not transfer its rights and/or obligations to third parties, whether in whole or in part, without Factotum’s prior written consent.
13.2 The Client undertakes that it will not, either during the Term or for a period of 12 months after the Term, solicit or try to solicit or employ or engage, either directly or through a third party, an employee of Factotum without Factotum’s prior written agreement. This shall not prevent the Client from employing an employee of Factotum if such employee responds to a general job advertisement open to all potential applicants. If the Client is in breach of the terms of this undertaking which leads to the departure of an employee of Factotum, the Client agree to pay to Factotum, on demand by way of liquidated damages, a sum equivalent to 30% of the total annual remuneration package paid by Factotum to that employee prior to their departure. The Client acknowledges and agrees that this provision is a fair and reasonable term intended to be a genuine assessment of the likely loss to Factotum.
13.3 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right, power, privilege or remedy pursuant to the Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
13.4 Where either party has incurred any liability to the other, whether under the Agreement or otherwise, the party incurring such liability shall not be entitled to set off the amount of such liability against any sum or sums that would otherwise be due to it under the Agreement.
13.5 If any provision of the Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of the Agreement will remain in full force and effect and will not in any way be impaired. If any provision of the Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
13.6 Nothing in the Agreement is intended to or shall be construed as establishing or implying any partnership, joint venture or agency of any kind between the parties, and neither party shall have authority to act in the name of or to otherwise bind the other party in any way.
13.7 Any variation to the Agreement will only be valid if it is in writing and signed by or on behalf of each party.
13.8 The parties do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by any person who is not a party to the Agreement.
13.9 The Agreement and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.
13.10 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement.
13.11 Legal and regulatory information, including details of our complaints procedure and PI insurers, can be found here.
Factotum LLP Group, September 2022