Vendoir Organiser Terms and Conditions
Your attention is particularly drawn to the provisions of clause 8 (Our Rights to Make Changes)
ABOUT US
- Who we are: We are Vendoir Limited, a company registered in England and Wales. Our company registration number is 12986100, and our registered office is at 128 City Road, London, United Kingdom, EC1V 2NJ ("Vendoir", "we" or "us"). We operate the online platform "Vendoir," accessible via the website https://www.vendoir.com/ (the "Platform"). In this document, we will refer to you, our organiser, as "you."
- How to contact us: You can contact our organiser support team via our app or by emailing us at support@vendoir.com. If we have to contact you, we will do so by writing to you at the email address or postal address you provided to us when signing up to use our Services.
- Our Platform and Services: We provide the Platform through which our organisers can connect with third-party suppliers ("Suppliers") of events-related goods and services ("Products") in relation to organisers' events ("Events"). Our services extend only to introducing you to Suppliers via the Platform and allowing you to place orders with them ("Services").
THESE TERMS
- What these terms cover: These are the terms and conditions which govern your use of our Platform and the Services. By clicking "accept", you agree to these terms which will bind you.
- Are you a business organiser or a consumer? In some areas, you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
- You are an individual.
- You are using our services wholly or mainly for your personal use (not for use in connection with your trade, business, craft, or profession).
- Your authority to bind your business: If you are using the Platform on behalf of a business, you represent and warrant personally that you have authority to agree to these terms and conditions on behalf of the business and bind the business to them.
- If you are a business organiser, this is our entire agreement with you: If you are a business organiser, these terms constitute the entire agreement between us in relation to your use of our Platform and Services. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- "Writing" includes emails: When we use the words "writing" or "written" in these terms, this includes emails.
- We only sell to the UK: Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
THE ROLE OF VENDOIR
- Vendoir's role: Vendoir's role is solely as a provider of the Platform whereby users of the Platform are introduced to Suppliers. Vendoir is not a Supplier of any of the Products.
- You acknowledge and agree that:
- Suppliers are the Suppliers of the Products and not Vendoir;
- Vendoir has no control over the quality or delivery of any of the Products, and has no responsibility or liability to you in relation to any of the Products or any loss or damage caused to you as a result of your using the Products;
- we do not give any representations, warranties, or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes;
- whilst we take reasonable steps to verify the identity of the Suppliers using the Platform, we are unable to carry out any comprehensive due diligence on Suppliers, and you are responsible for carrying out any checks you deem necessary regarding the Suppliers you wish to purchase Products from;
- we are not responsible for any of the actions taken by the Suppliers and are not party to any contract or transaction you enter into with the Suppliers, nor do we have any responsibility to enforce any such contract or transaction against the Suppliers;
- we do not guarantee the accuracy of any of the images or descriptions of Products uploaded to the Platform by Suppliers; and
- we do not have any obligation to monitor, mediate or decide upon any dispute arising between you and any Suppliers.
ORDERING PRODUCTS VIA THE PLATFORM
- Upon placing an order or a reservation for Products via the Platform (a "Booking"), you must provide us with certain information that we request from you, including:
- the date on which your Event is scheduled to take place when you purchase Products (please note that we cannot accept Bookings in excess of 12 months before the scheduled date of an Event);
- other relevant information regarding your Event; and
- valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details as required by us.
- You acknowledge and agree that:
- You warrant and represent that the information you provide to us in accordance with this agreement will be accurate and true in all respects.
- We will notify you to confirm whether your Booking has been confirmed or accepted in writing. Only upon provision of such confirmation will Suppliers be contractually bound to provide Products to you in accordance with your Booking.
- If you have any specific requirements when, or before, making your Booking, you must communicate those requirements to your Supplier using the in-app messaging system, and ensure you document appropriately the terms of your agreement with the Supplier. You may also include any specific requirements in the space provided when making your Booking.
- We use Stripe as our online payment provider, and you must agree to their terms and conditions when using the Platform. We shall provide Stripe with your relevant payment details in accordance with our privacy policy.
- Please ensure that you select the correct date for your Event when making a Booking. If you would like to amend any of the details of your Booking, including the date of your Event, please contact us at support@vendoir.com. We do not guarantee that your requested amendments can be accommodated, or that such amendments will be made within any timeframe. Additional fees may be incurred for carrying out such amendments.
- Upon placing an order or a reservation for Products via the Platform (a "Booking"), you must provide us with certain information that we request from you, including:
PAYMENT AND FEES
- The fees you pay to us will comprise:
- the Supplier's fees for the Products ("Supplier Fees"); and
- a fee equivalent to 10% of the Supplier Fees for our Services ("Service Fee"),
- You agree to pay to us the Service Fee in return for our Services. You acknowledge and agree that, because our Services are provided at the time of your Booking by introducing you to the relevant Supplier, the Service Fee is not refundable except when provided under clauses 6.5 and 13.2.
- You shall either pay all of the Fees due upon making your Booking where clause 5.5 applies, or:
- pay the Service Fee by the fourteenth day after the date of your Booking or the thirtieth day before the date of your Event, whichever is earlier; and
- pay the Supplier Fees due no later than 30 days before the date of your Event.
- You authorise us to:
- take payment of the Fees from you for your Booking as and when they are required (in accordance with clauses 5.3 and 5.5), hold your payment on your behalf, make payment to the Supplier of the Supplier Fees on your behalf, and (if you are late in paying) continue to attempt to take payment from you for your Booking periodically after the date on which payment was originally required; and
- deduct and retain the Service Fee.
- You:
- have the option to pay the Fees in full at the time of your Booking if your Booking is made within 90 days of your Event;
- shall be required to pay the Fees in full at the time of your Booking if your Booking is made within 30 days of your Event (instead of in accordance with clause 5.3).
- If you fail to pay the Fees by the thirtieth day before the date of your Event (or by any other date by which payment of any Fees to us is required), unless we agree otherwise with you your Booking will be cancelled and you will forfeit the Service Fee, which we shall be entitled to retain.
- If your Booking is not accepted by the Supplier or you otherwise cancel your Booking before it has been accepted, no Fees will be taken by Vendoir.
- We shall release payment of the Supplier Fees to the Supplier and deduct and retain the Service Fee within 48 hours after the date of the Event.
- Our right of set-off if you are a business organiser: If you are a business organiser you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- The fees you pay to us will comprise:
ALTERATIONS AND CANCELLATIONS OF BOOKINGS
- We understand that plans change, and you may need to change the date or details of your Event or even cancel it. Whilst we do give you the ability to cancel Bookings, work may already have been undertaken by relevant Suppliers at the point of cancellation. If you cancel your Booking:
- Please note that a non-refundable service fee is charged for each booking.
- 31 days or more before the Event, you will receive a refund of 100% of the Booking Fees; minus service fee.
- Between 30 days and 21 days before the Event, you will receive a refund of 90% of the Booking Fees; minus service fee.
- Between 20 days and 8 days before the Event, you will receive a refund of 80% of the Booking Fees; minus service fee.
- Between 7 days and 48 hours before the Event, you will receive a refund of 60% of the Fees; minus service fee, except where the affected Supplier receives an alternative booking in respect of the Products for the same date as your cancelled Event, in which case you will receive a refund of up to 80% of the Booking Fees; minus service fee.
- Within 48 hours before the Event, you will receive a refund of 30% of the Fees; minus service fee, unless the affected Supplier receives an alternative booking in respect of the Products for the same date as your cancelled Event, in which case you will receive a refund of 80% of the Booking Fees; minus service fee.
- Please note that for cancellations related to COVID-19 or any extenuating circumstances, our cancellations policy set out above in clause 6.1 applies and COVID-19 is not classified as an event beyond any party's reasonable control. If a Booking is cancelled for a reason relating to COVID-19, we may in our sole and absolute discretion vary the terms of our cancellations policy accordingly (but for the avoidance of doubt you acknowledge that we shall at no time be obliged to make such a variation).
- Any sum retained by us as a result of your cancellation will include the whole of our Service Fee in total, with the remainder being the proportion of the Supplier Fees which shall be released by us to the Supplier in question (less any additional payment fees owed to us by the Supplier).
- You acknowledge and agree that each Supplier may also implement additional cancellation terms that apply to you.
- If the Supplier cancels a Booking at any time:
- We will hold the Fees you have paid to us on your behalf while you locate an alternative Supplier.
- If you decide to use an alternative Supplier, such Fees can be used to pay it.
- Our organiser support team will provide assistance in searching for a new Supplier.
- If you are unable or do not wish to locate a new Supplier, you will be entitled to a full refund of the Booking Fees you have paid, and you can notify us as such by emailing support@vendoir.com.
- Prior to cancelling any Booking, you agree to enter into good faith discussions with the Supplier to establish whether the date and time of the Event in question can be changed to suit all involved parties.
- Any refunds will be processed within 5 - 15 days depending on your bank.
- If you need to make any other changes to your Booking, please contact us by emailing support@vendoir.com. We will discuss the change with any relevant Suppliers and let you know if the change is possible. If it is possible, we will let you know about any changes to the Fees, the timing of supply, or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
- We understand that plans change, and you may need to change the date or details of your Event or even cancel it. Whilst we do give you the ability to cancel Bookings, work may already have been undertaken by relevant Suppliers at the point of cancellation. If you cancel your Booking:
DISPUTES
- If you have a complaint regarding the Product received, you must raise a complaint within 7 days after the date of the Event. If you fail to do so, we will not assist in mediating the dispute.
- In the first instance, you should:
- Attempt to resolve your dispute directly with the Supplier.
- Enter into good faith negotiations with the Supplier in order to do so.
- If the Product is defective or comprises services not properly performed, the Supplier will be responsible for providing a refund or replacement according to the organiser's preference.
- In the event that you and the Supplier are unable to resolve a dispute between you directly, you can ask us to mediate the dispute.
- If Vendoir mediates the dispute, you agree to accept our conclusion and pay any amount which Vendoir determines you are liable for.
- In the course of mediating a dispute, we may ask both you and the Supplier to submit all such evidence and information as we reasonably require in order to reach a conclusion, and you agree to do so.
OUR RIGHTS TO MAKE CHANGES
- Minor changes to the Products. We may:
- Change the nature and functionality of the Services and the Platform to reflect changes in relevant laws and regulatory requirements.
- Automatically update the Platform from time to time to improve performance, enhance functionality, reflect changes to the operating system, or address security issues.
- Ensure that no changes to the Services or these terms will affect your rights in respect of existing Bookings you have made.
- Sensitive Media Policy
- Failure to comply with our terms and conditions may result in the delisting or complete removal of your profile.
- Vendoir does not permit the posting of graphic content or media that depicts death, violence, medical procedures, or serious physical injury in graphic detail. This includes:
- Depictions of violent crimes or accidents.
- Physical fights or physical child abuse.
- Bodily fluids including blood, faeces, semen, etc.
- Serious physical harm including visible wounds.
- Severely injured or mutilated animals.
- Adult nudity and sexual behavior are not permitted. This includes:
- Consensually produced and distributed media that is pornographic or intended to cause sexual arousal.
- Full or partial nudity, simulated sexual acts, or sexual intercourse.
- Other sexual acts that do not fall under artistic, medical, health, or educational exceptions.
- Violent sexual conduct is strictly prohibited, including:
- Media depicting rape or violent sexual assault.
- Sexual acts occurring without the consent of participants.
- Sexualized violence that inflicts physical harm within an intimate setting.
- The following types of media are also not permitted:
- Excessively gory content.
- Sexual violence and/or assault.
- Bestiality.
- Necrophilia.
- If you come across any violations of our policy, you can report the content:
- In-app by tapping "Support" on the app profile page.
- By emailing us at support@vendoir.com.
- Minor changes to the Products. We may:
RIGHT TO USE THE PLATFORM
- We grant you the right to use the Platform solely for the purposes of accessing and using the Services in accordance with these terms.
- You agree that you will:
- Not rent, lease, sub-license, loan, provide, or otherwise make available the Platform or Services in any form, in whole or in part, to any person without prior written consent from us.
- Not copy the Platform or Services, except as part of normal use or where necessary for backup or operational security.
- Not translate, merge, adapt, vary, alter, or modify the Platform or Services, nor permit them to be combined with or incorporated into other programs, except as necessary for use on permitted devices.
- Not disassemble, decompile, reverse engineer, or create derivative works based on the Platform or Services, nor attempt to do so, except:
- Where required under sections 50B and 296A of the Copyright, Designs and Patents Act 1988 to obtain necessary information for interoperability.
- Provided that the obtained information:
- Is not disclosed or communicated without our prior written consent to any unauthorized third party.
- Is not used to create software substantially similar to the Platform.
- Is kept secure and used only for the permitted objective.
- Comply with all applicable technology control or export laws and regulations related to the Platform or any Service.
- You must not:
- Use the Platform or any Service unlawfully, fraudulently, or maliciously, including hacking, inserting malicious code, or compromising security.
- Infringe our intellectual property rights or those of any third party when using the Platform or Services.
- Transmit defamatory, offensive, or otherwise objectionable material via the Platform or any Service.
- Use the Platform or Services in a way that damages, disables, overburdens, impairs, or compromises our systems or security, or interferes with other users.
- Collect or harvest data from any Service or system, or attempt to decipher transmissions between servers.
- Account Security:
- When creating an account, you must choose a username and password, which must remain confidential at all times.
- You must notify us immediately if you become aware of unauthorized use or disclosure of your account details.
- You are responsible for all activity on your account, whether authorized or unauthorized.
INTELLECTUAL PROPERTY RIGHTS AND USER GENERATED CONTENT
- Intellectual Property Rights:
- All intellectual property rights in the Platform and the Services belong to us or our third-party licensors.
- You are granted only the right to use the Platform and Services in accordance with these terms.
- You have no intellectual property rights in, or to, the Platform or the Services beyond this granted right.
- User-Generated Content (Reviews):
- The Platform may include reviews and comments about Suppliers ('Reviews') uploaded by other users.
- These Reviews have not been verified or approved by us, and they do not represent our views or values.
- Ownership & Usage of Reviews:
- You own all intellectual property rights in any Reviews you post on the Platform.
- You grant us a worldwide, non-exclusive, perpetual, royalty-free, and transferable licence to:
- Use, reproduce, distribute, prepare derivative works of, and display those Reviews.
- Feature Reviews in connection with the relevant Supplier and across different media.
- We reserve the right to remove any Review if it does not comply with content standards set out in clause 10.5.
- Review Standards:
- A Review must:
- Be accurate (where it states facts).
- Be genuinely held (where it states opinions).
- Comply with applicable laws in England and Wales and in any country from which it is posted.
- A Review must not:
- Be defamatory, obscene, offensive, hateful, or inflammatory.
- Bully, insult, intimidate, or humiliate others.
- Be threatening, abusive, or invade another person's privacy.
- Cause annoyance, inconvenience, or needless anxiety.
- Harass, upset, embarrass, alarm, or annoy others.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe on copyright, database rights, or trademarks of any person.
- Be likely to deceive any person.
- A Review must:
- Intellectual Property Rights:
WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO
- Third-Party Links:
- The Platform or any Service may contain links to independent websites not provided by us.
- These independent sites are not under our control, and we are not responsible for:
- Their content.
- Their privacy policies (if any).
- We have not checked or approved the content or policies of these third-party sites.
- You must use your own independent judgment when deciding whether to:
- Access or use these independent sites.
- Purchase any products or services they offer.
- Third-Party Links:
SUSPENSION OF THE PLATFORM
- Reasons We May Suspend the Availability of the Platform:
- To deal with technical problems or make minor technical changes.
- To update the Platform to reflect changes in relevant laws and regulatory requirements.
- To make changes to the Platform as notified by us to you.
- Your Rights if We Suspend the Availability of the Platform:
- We will use reasonable efforts to notify you in advance unless the issue is urgent or an emergency.
- If we suspend the Platform for any of the above reasons, your rights regarding existing Bookings will not be affected.
- If you need to make changes to your Bookings, please email support@vendoir.com.
- Reasons We May Suspend the Availability of the Platform:
YOUR RIGHTS TO END THE CONTRACT
- You can always end your contract with us:
You may terminate your contract with us at any time and for any reason by writing to us at support@vendoir.com or our registered office address. After termination:
- You will no longer be able to make Bookings on the Platform.
- Your existing Bookings and related rights and obligations will remain valid until the Events occur.
- If you choose to cancel all existing Bookings, clause 6 shall apply.
- Once all obligations are met, our contract with you will terminate, and your account will be deleted.
- You can end your contract and any existing Bookings in certain circumstances:
You may terminate our contract and any existing Bookings immediately by notifying us via support@vendoir.com if:
- As a consumer: We have failed to introduce you to a Supplier per your Booking, breached our data protection obligations, acted in violation of these terms, or mismanaged the Fees held on your behalf.
- As a business organiser: We have committed a material breach of these terms and failed to remedy it within 14 days. In this case:
- You will receive a full refund of the Fees paid.
- You remain obligated to purchase Products from the Supplier(s) under your contract with them.
- We will facilitate contact with the Supplier(s) to resolve the matter.
- Consumer's right to cancel:
Consumers generally have a legal right to cancel contracts, but by making a Booking, you acknowledge:
- We will begin providing the Services immediately upon your Booking.
- Once we have fully performed the Services, you will no longer have the right to cancel, except as outlined in these terms.
- You can always end your contract with us:
OUR RIGHTS TO END THE CONTRACT
- We may end the contract if you break it:
We may terminate our contract with you or any individual Booking by written notice if:
- You fail to pay the Fees for a Booking by the due date.
- You commit a material breach of these terms.
- If you are an individual: You become bankrupt, have a receiving or administration order made against you, make any compromise or arrangement for the benefit of creditors, or make an assignment for the benefit of creditors.
- If you are a company: You go into liquidation (except for reconstruction or amalgamation), an administrator or receiver is appointed over your assets, you make an assignment or composition for creditors, or a judgment or similar legal action is taken against you.
- You must compensate us if you break the contract:
If we end the contract for any of the reasons stated above, we will refund any payments made for Services not yet provided. However, we may deduct or charge a reasonable sum as compensation for the net costs incurred due to your breach.
- We may withdraw the Platform and Services:
We may notify you in writing at least 30 days in advance if we decide to stop providing the Platform and Services. We will:
- Stop accepting new Bookings from the notification date.
- Continue providing the Platform and Services until all existing Bookings are completed (i.e., the Events have taken place and all Fees have been paid).
- We may end the contract if you break it:
IF THERE IS A PROBLEM WITH THE SERVICES
How to tell us about problems. If you have any questions or complaints about the Services, please contact us. You can write to our organiser support team at support@vendoir.com or our registered office address.
YOUR INDEMNITY TO US IF YOU ARE A BUSINESS ORGANISER
Indemnification:You agree to indemnify and hold us harmless against any and all losses, damages, costs, liabilities, and expenses (including, but not limited to, legal expenses and any settlement amounts paid to a third party) that we incur as a result of:- Your breach of any provision of these terms and conditions.
- Your use of the Platform.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
- Foreseeable Loss and Damage: We are responsible for loss or damage you suffer if it is a foreseeable result of us breaking this contract or failing to use reasonable care and skill. Loss or damage is foreseeable if it was obvious it would happen or if both parties knew it might happen when the contract was made.
- No Unlawful Limitations: We do not exclude or limit liability where it would be unlawful to do so. This includes liability for:
- Death or personal injury caused by our negligence or that of our employees, agents, or subcontractors.
- Fraud or fraudulent misrepresentation.
- Breach of your legal rights in relation to the Services.
- Defective Digital Content: If digital content we provide damages your device or other digital content due to our failure to use reasonable care and skill, we will either repair the damage or compensate you.
- Business Losses: We only supply products for personal and domestic use. If you use the products for commercial, business, or resale purposes, our liability to you will be limited as set out in clause 18.
- Supplier Liability: We are not responsible for any defective goods or services provided by Suppliers. You acknowledge that we are not Suppliers of the Products and have no responsibility for the quality or timely delivery of the Products by Suppliers. You cannot hold us liable for any defective or late delivery of the Products.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
Nothing in these terms shall limit or exclude our liability for:
- Death or personal injury caused by our negligence, or the negligence of our employees, agents, or subcontractors (as applicable).
- Fraud or fraudulent misrepresentation.
- Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
- Any matter in respect of which it would be unlawful for us to exclude or restrict liability.
All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
Subject to Clause 18.1:
- We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us.
- Our total liability to you for all other losses arising under or in connection with each Booking you make with us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Service Fees paid by you to us in respect of that Booking.
- Except in respect of liability that relates to a particular Booking (where clause 18.3(b) shall apply), our total liability to you in any 12-month period starting on the date you accept these terms or any anniversary of it (a "Contract Year"), for all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Service Fees paid by you to us in that Contract Year.
HOW WE MAY USE YOUR PERSONAL INFORMATION
We will only use your personal information as set out in our privacy policy page
OTHER IMPORTANT TERMS
- We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and ensure that the transfer does not affect your rights under the contract. If you are a consumer and are unhappy with the transfer, you may contact us to end the contract within 30 days of us informing you. We will refund any payments made in advance for Bookings for Products not yet provided. Your contract with us will end, but you will still be bound to purchase the Products from the Supplier(s), and we will arrange for them to contact you.
- You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or obligations under these terms to another person if we agree to this in writing.
- Events beyond our control. Neither party shall be in breach of this contract nor liable for delay or failure in performing any of its obligations if such delay or failure results from an event, circumstance, or cause beyond its reasonable control.
- Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
- If a court finds part of this contract illegal, the rest will continue in force. Each paragraph of these terms operates separately. If any court or relevant authority finds any of them unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later. If we do not immediately require you to fulfill your obligations under these terms, or if we delay in taking action against you for breaking the contract, this does not mean we waive our rights. For example, if you miss a payment and we do not chase you but continue to provide access to the Platform, we can still require you to make the payment later.
- Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law. You may bring legal proceedings in the English courts. If you live in Scotland, you may bring legal proceedings in either the Scottish or English courts. If you live in Northern Ireland, you may bring legal proceedings in either the Northern Irish or English courts.
- Alternative dispute resolution if you are a consumer. Alternative dispute resolution (ADR) is a process where an independent body considers disputes and seeks to resolve them without going to court. If you are a consumer and are not happy with how we have handled a complaint, you may contact the alternative dispute resolution provider we use. You can submit a complaint to the Centre for Effective Dispute Resolution via their website at https://www.cedr.com/.
- Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with this contract (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.