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The term ‘Positive Change Partners Limited’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Heath View, Blindley Heath Common, Ray Lane, Lingfield, RH7 6LH. Our company is registered in England; company registration number 5925566. The term ‘you’ refers to the user or viewer of our website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.
- You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s) or the services or products provided via these website(s) or any other featured company(s) or website(s). We have no responsibility for the content of such website(s) and except for death or personal injury caused by our negligent acts or omissions, we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement and any such liability shall be limited to the price paid to Positive Change Partners Ltd for any releated service or product.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
TERMS AND CONDITIONS OF BUSINESS FOR SUPPLY OF SERVICES
Positive Change Partners Ltd.
These Terms and Conditions cover the supply of services by Positive Change Partners Limited whose registered office is at Heath View, The Office, The Common Blindley Heath, Lingfield Surrey RH7 6LH (“the Company”) to you the Customer and in particular for training courses, seminars and other such event together: (“Event”)
1.1 Any terms or conditions sought to be imposed by the Customer shall not be incorporated into the Agreement and shall have no effect unless agreed to in writing by the Company.
2. Prices and Payment
2.1 The price for the supply of services is set out either on our website or on other written communications to you (“proposal”). We shall invoice you as agreed in our proposal to you and payment is due as agreed in our proposal and/or invoice. For the avoidance of doubt, full payment must be made before the start of any training course or programme and in accordance with our invoice. Where the invoice or proposal provides no specific time for payment then the provisions of Clause 5 of these Terms shall apply.
2.2 We shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment in accordance with clause 5, or refuse to allow you to attend an Event due to non-payment.
2.3 The price of the services is exclusive of Value Added Tax which shall be charged at the rate prevailing at the relevant tax point unless otherwise specified on the Company website or our proposal to you.
2.4 Where early booking prices and other promotions are available for Events, the early booking price is only available until the expiry date of the specific promotion and only if paid for in full by the date specified in the offer. After the expiry date the price of the Event shall revert to the normal or revised price at the sole discretion of the Company.
We will deliver the services at the address we specify on our website or in our proposal. It may be necessary to change the venue, date of a course or trainers and we endeavour to advise you of any changes as soon as possible and the Company are not liable for any additional cost and in particular of travel or accommodation should any changes be necessary. At the discretion of the Company the services may be provided by intermediaries, agents or third party contractors provided by the Company. Unless expressly provided for in our proposal the Company does not warrant or otherwise undertake that services will be provided by any specific person.
4.1. No description, specification or other illustration found on our website or any of our promotional material and no representation either written or oral shall form part of the Agreement unless specified in this Agreement.
4.2. No unauthorised use of the Positive Change Partners Ltd. IP or Logo or any other company logo to be found on our website or our promotional material is permitted at any time. All Intellectual Property rights produced from or arising as a result of performance of this Agreement or found in any material belonging to the Company shall remain the property of the Company. In particular the copyright in any and all materials, including but not limited to course notes, slides, graphics, provided during any course or other service provided by the Company shall remain vested in the Company. The Customer may not reproduce in any form such materials nor any part thereof nor provide the same to any other person without the written consent of the Company.
Unless the proposal provides otherwise, the price for the services shall be payable no later than fourteen days from the date of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement .Failure to pay within the period specified shall entitle us to write to you upon the expiration of seven days notice, to charge you for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
6.1 We warrant that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
7. Right to Cancel Or Change Bookings
7.1 You may cancel your booking and claim a full refund by giving the Company notice in writing in accordance with the provisions of Clause 14 of these Terms which notice must be received by the Company no less than 14 days before the first day of the Event booked. Any refund will be paid within 30 days of receipt of notice by the Company. Where payment has been made by credit card the refund will be re-credited to your card as soon as possible and in any event within 30 days of receipt of notice of cancellation. In the event that notice of cancellation in writing is received by the Company less than 14 days before the first day of the Event booked then a refund will be made less the Company’s Late Cancellation Fee. Details of the Company’s Late Cancellation Fee is to be found on the Company’s Website or on the proposal form.
7.2 You may also request to change your booking to another Event by making a request in writing in accordance with the provisions of Clause 14 of these Terms to the Company which request must be received no less than 14 days before the first day of the Event booked. Any such request is at the sole discretion of the Company and is subject to availability. In the event that the Company agrees to change the booking to another Event then full credit for the amount paid for the cancelled Event will be credited to the New Event. Any balance payable in addition shall be paid in accordance with Clause 5 of these Terms. In the event that a request for a change of Event is received by the Company less than 14 days prior to the first day of the Event booked then the Company may at its sole discretion allow the request and credit the amount paid to the new booking subject to the Company’s Late Cancellation Fee details of which are to be found on the Company’s website or on the proposal form
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
9.1. Except for death or personal injury caused by our negligent acts or omissions we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement and any such liability shall be limited to the invoiced price paid by the Customer.
9.2. You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach or default in the discharge of your obligations.
9.3. Where we need to carry out work on your premises and/or install equipment, we will not accept liability for the cost of repairing or replacing parts of your existing system which occurs due to faults in your system unless we have been negligent in not realising that such damage may occur or in the way we did the work.
9.4. In the event of our losing or damaging your goods, we will pay for the reasonable costs of the repair or replacement (less wear and tear) of the item if we have been found to be negligent.
9.5. In no event shall the Company be liable to the Customer or any third party for any consequential loss or damage or indirect loss or damage including but not limited to loss of business, loss or opportunity, loss of good will or loss of profits.
9.6 The Company reserves the right to cancel any Event and refund the Customer for any payment they have made for such Event and shall not be liable to the Customer or any third party for any other costs expenses or loss of whatever nature.
10. No Partnership
The Company and the Customer are contractors independent of each other and nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties.
11. Customer Services
11.1. To protect your own interests please read the conditions carefully before agreeing to them. If you are uncertain as to your rights under them or you want any explanation about them please write or telephone to our customer services department, at the address and telephone number set out in clause 11.2.
11.2. If you are unhappy with any aspect of our service, please contact our Customer Service Team on 01342 837660.
Address: Positive Change Partners Ltd.,
The Office, Heath View,
The Common Blindley Heath,
Surrey RH7 6LH
Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.
12. Changes to Terms and Conditions of Business
We reserve the right to make minor changes to these Terms and Conditions from time to time and to the published prices of an Event. For the avoidance of doubt any amendments in the price of an Event shall not affect you if you have already booked such Event.
13. Data Protection
You consent to the computer storage and processing of your personal data by us in connection with this Agreement and to the transmission of this data across the company and its business partners and or agents for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control. If you breach this Agreement, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.
Any notice to be given or served under or in connection with this Agreement shall be in writing and may be delivered by hand or sent by registered mail, special delivery or recorded delivery post (in each case, pre-paid) to the party due to receive the notice at the address of such party specified in this Agreement, or at such other address as may previously by notice given in accordance with this clause have been specified by that party.
14.1 Subject to Clause 14.2 below a notice is deemed to be given or served at the time it is left at the address.
14.2 In the case of a notice given or served by hand where this occurs after 5pm on a Business Day or on a day which is not a Business Day the date of service shall be deemed to be the next Business Day and Business Day means a day except Saturday or Sunday on which banks in the City of London are open for business. In the case of a notice sent by registered mail, special delivery or recorded delivery, the date of service shall be deemed to be the next Business Day after the date of posting.
15. General Terms
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
These Terms and Conditions are incorporated into the Agreement between the relating to the subject matter and supersedes any previous agreements, arrangement, undertakings or proposals, oral or written.
Nothing in the Agreement between the Company and the Customer nor in these Terms and Conditions is intended to nor shall it confer any rights on a third party.
This Agreement is governed by the Laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Court
These terms and conditions shall govern the provision of Training and Consultancy Services (as defined below) by PCP to the Customer to the exclusion of all other terms and/or conditions whether included in any acknowledgement, communication or otherwise from either party unless otherwise agreed between the parties in writing.
1.1. In this Agreement, unless the context requires otherwise, the following expressions shall have the following meanings:
‘Agreement’ means these Standard Terms and Conditions for the provision of Services;
’Confidential Information’ means all information, whether provided in writing or orally, and disclosed by one party to the other party, or to any employee or sub-contractor of either party whether before or after the date of the Agreement, including, without limitation, any information relating to the Customer’s customers, products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunity and business affairs;
‘Services’ shall mean any training or consultancy services that are detailed in the Proposal;
‘Customer’ means the person, firm or company whose details are set out in the Proposal;
‘Commencement Date’ means the estimated date of commencement of the Services which will be recorded in the Proposal;
‘PCP’ shall mean Positive Change Partners Ltd, Registered Number 5925566 whose registered office address is at The Office, Heath View, The Common, Ray Lane, Blindley Heath, Surrey RH7 6LH;
‘Price’ means the price for the provision of Services detailed in the Proposal; and
’Proposal’ shall mean the schedule that upon completion and signature by the Customer and PCP shall, together with this Agreement, form the Contract between the Customer and PCP. Should any Agreement and/or condition included in the Proposal conflict with any clause and/or condition in this Agreement the clause and/or condition in the Proposal shall take precedence to the extent a conflict exists;
1.2. References to any statutory provision shall include reference to a statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement.
2. ESTIMATES AND SERVICES
2.1. PCP will provide in the Proposal an estimate of charges for Services. Unless explicitly stated, such estimate shall not be binding on PCP or convert the Contract to a fixed price contract in respect of such Services. Confirmation of a Customer’s order shall be deemed to have taken place when signed confirmation of the Proposal or email confirmation is received from the Customer.
2.2. If PCP determines that any estimate in a Proposal will be materially exceeded, it shall notify the Customer of such excess and upon receipt of notification, the Customer may elect to terminate the Services upon 7 days notice.
2.3. Should the Customer terminate this Agreement for any reason, then the Customer shall be liable to pay PCP a sum equal to the anticipated cumulative billings which but for such termination would have been payable by the Customer up until the earliest time when the Customer was contractually entitled to terminate the Agreement.
2.4. In addition to 2.3 if the Contract refers to training, PCP reserve the right to charge a fee for the Customer’s cancellation or postponement of any agreed training days on the following basis:
2.4.1. Between 30 and 10 days of any confirmed training day(s) – 25% of the fee(s) for that training day(s).
2.4.2. Within 9 days of any confirmed training day(s) – 75% of the fee(s) for that training day(s).
2.4.3. Within 2 days of any confirmed training day(s) – 100% of the fee(s) for that training day(s).
2.5. The Customer shall pay or reimburse to PCP (on production of vouchers and/or other evidence) all reasonable and proper expenses incurred in connection with the provision of the Services including but not limited to travel and accommodation expenses. Car mileage allowances will be payable by the Customer to PCP in accordance with AA guidelines;
2.6. Each Proposal shall designate a representative for the Customer and a Consultant for PCP who shall each have sufficient authority to represent the Customer and PCP respectively on all matters arising in connection with the performance of the respective Services. Either party may replace its representative upon reasonable notice to the other party, provided such replacement has the appropriate skills, knowledge and expertise to perform the role.
2.7. Upon agreement in writing of a Proposal, PCP shall provides the Services in accordance with these terms and conditions and the Customer shall pay the fee for the Services as set out in the agreed Proposal.
3. INTELLECTUAL PROPERTY
3.1. Subject to clause 3.2 below, any intellectual property relating to the Services created or developed during the supply of the PCP reserves proprietary rights on all programme notes and material provided for a Customer or a delegate of the Customer (“Delegate”) and no part of any programme notes or material may be reproduced or transmitted in any form or by any means electronic mechanical photocopying recording or otherwise or stored in any retrieval system of any nature without the written permission of PCP.
3.2. PCP shall not acquire any intellectual property rights derived from the Confidential Information of the Customer.
3.3. PCP reserves proprietary rights on all training and programme notes and material provided for a Customer or Delegate and no part of any training or programme notes or material may be reproduced or transmitted in any form or by any means electronic mechanical photocopying recording or otherwise or stored in any retrieval system of any nature without the written permission of PCP.
4. PRICE AND PAYMENT
4.1. The Customer shall pay to PCP the Price as invoiced.
4.2. Unless otherwise stated in the Proposal, all invoices issued to the Customer shall be payable within 10 days of the date of issue. The Customer shall not be permitted to make any deduction from the Price whether in respect of set-off, counterclaim or otherwise.
4.3. The Price and any additional charges payable hereunder, are exclusive of VAT that shall be paid by the Customer in the amount and manner prescribed by law.
4.4. Payment for training fees must be paid prior to the Commencement of training, unless otherwise agreed in writing by an officer of PCP.
4.5. PCP reserve the right to charge a deposit of up to 25% of the order fee and, where this is charged, this fee must be paid at least one month prior to Commencement of training.
4.6. Cheques must be made payable to Positive Change Partners Ltd.
4.7. PCP may charge interest at the rate of 4% above HSBC Bank Base Rate from the due date until the date of payment, whether before or after judgement, on any unpaid sum due from the Customer to PCP under this Agreement or Proposal.
4.8. Without prejudice to any of its other rights, PCP shall be entitled to suspend its obligations under this Agreement or a Proposal for so long as any payment due hereunder remains outstanding.
5.1. PCP may terminate this Agreement or any Proposal without penalty upon not less than 5 days notice in writing to the Customer.. Following such a termination PCP will repay to the Customer any amounts that the Customer has paid to PCP in respect of services that PCP will no longer be providing to the Customer.
5.2. Otherwise than as may be provided in relation to this Agreement, either party may terminate this Agreement or Proposal by giving no less than 60 days notice in writing to the other.
5.3. Either party (“Initiating Party”) may terminate this Agreement at any time forthwith by notice in writing if:
5.3.1. The other party (the “Breaching Party”) is in material breach of any of its material obligations under this Agreement and (if the breach is capable of remedy) fails to remedy the breach within 30 days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so;
5.3.2. A resolution is passed or an order is made for the winding up (or equivalent order in the relevant jurisdiction) of the other party otherwise than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction and in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the obligations imposed on the other party under this Agreement; or
5.3.3. The other party becomes subject to an administration order; a liquidator, receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of, any of the other party’s property or assets; the other party enters into an arrangement or composition with its creditors; the other party ceases or threatens to cease to carry on business; the other party becomes insolvent; or the other party ceases to be able to pay its debts as they fall due.
6. EFFECTS OF TERMINATION
6.1. Any termination of this Agreement (howsoever occasioned) or Proposal shall not affect any accrued rights or liabilities of either party which have arisen on or before the date this Agreement or Proposal terminates, nor shall it affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
6.2. The following Clauses shall survive termination of this Agreement: 1, 2, 3, 6, 8, 9, 14 and 18.
7. ASSIGNMENT AND SUBCONTRACTING
7.1. The Customer shall not be entitled to assign this Agreement nor any Proposal without PCP’s express written consent.
7.2. PCP shall be entitled to sub-contract the supply of the Services to any third party that it deems is appropriately skilled to provide the same, although PCP shall remain primarily liable to the Customer regarding the use of such sub-contractors.
8.1. During the term of this Agreement and after the termination or expiry of this Agreement for any reason whatsoever each party shall:
8.1.1. keep the Confidential Information confidential;
8.1.2. not disclose the Confidential Information to any other person other than with the prior written consent of the other party
8.1.3. not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
8.2. The obligations contained in Clauses 8.1 shall not apply to any Confidential Information which:
8.2.1. is at the date of this Agreement in, or at any time after the date of this Agreement comes into, the public domain other than through a breach of this Agreement;
8.2.2. can be shown to have been known prior to it being disclosed to the receiving party;
8.2.3. subsequently comes lawfully into the possession of the receiving party from a third party; or
8.2.4. is otherwise disclosed through process of law.
8.3. Neither party shall disclose the existence or contents of this Agreement without the prior written consent of the other party.
9. LIABILITIES AND INDEMNITIES
9.1. PCP accepts no liability for errors attributable to inaccuracies in information prepared by third parties or supplied to PCP by the Customer.
9.2. Neither party shall exclude or restrict liability for death or personal injury resulting from its negligence or that of its employees, servants or agents during the course of the Agreement.
9.3. Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise, including those in respect of satisfactory quality and fitness for purpose, and any liabilities arising there from, are hereby excluded.
9.4. Neither party shall in any circumstances be liable to the other for loss of profits, business or contracts or any other indirect or consequential loss caused in any way by some act, omission, or misrepresentation (excluding any fraudulent misrepresentation) committed in connection with this Agreement (whether arising from negligence, breach of contract or howsoever), even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss.
9.5. Other than in respect of Clause 9.2, the total aggregate liability of one party to the other from any cause relating to or arising out of this Agreement, regardless of the form of action whether in contract, tort or otherwise, will not, in respect of the Services exceed the Price paid by the Customer under this Agreement.
9.6. Other than in respect of Clause 9.2, neither party shall have any liability to the other in any respect unless it shall have served notice of the same on the other party within 30 days of the date on which it became aware of the circumstances giving rise to any such claim or the date when it ought reasonably to have become so aware.
9.7. Each provision of this Clause 9, limiting or excluding liability, operates separately and shall survive independently of the other provisions and the invalidity, illegality or unenforceability of any provision of this Clause 9 shall not affect or impact the continuation in force of the remainder of this Agreement.
10.1. That it will carry out all aspects of the Services with reasonable skill and care and to generally accepted industry standard.
10.2. That it has the right and authority to enter into this Agreement.
10.3. The Customer’s sole remedy in relation to any breach of any of the above warranties shall be that PCP shall perform, at its sole expense, all rectification services necessary to render the Services compliant with the above warranties.
11.1. The Customer shall be entitled at any time prior to completion of the Services to request that PCP modify any aspect of the scope of such Services.
11.2. The Customer shall provide PCP with full particulars of any requested modification and such further information as PCP may reasonably require. Within 14 days of receipt of such request PCP shall inform Customer in writing of the alterations to any timeframe that may have been agreed for completion of the Services and any additional prices payable to implement such modification. For the avoidance of doubt, the Price originally payable for the Services by the Customer shall not be reduced because of a request for modification.
11.3. If the Customer elects to proceed with such modification then the timeframe and prices payable shall be amended as indicated by PCP pursuant to Clause 11.2 above.
12.1. PCP shall use all its reasonable endeavours to avoid replacing the personnel assigned to perform the Services during the currency of the Proposal. However, in the event of replacement being necessary or desirable, PCP shall replace such personnel with personnel of commensurate skill and expertise. Nothing in this clause shall relieve PCP of any of its obligations or its responsibilities for any acts or omissions of its personnel under this Agreement.
13. FORCE MAJEURE
13.1. Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from circumstances beyond that party’s reasonable control including but not limited to strikes, lock-outs, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm (“Event of Force Majeure”).
13.2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
14.1. During the term of this Agreement and, should the Agreement terminate, for a period of 12 months from the date of the last Invoice of Price, neither party will employ or solicit for employment any member of the other’s then current personnel connected with the performance of this Agreement.
15.1. No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties by a duly authorised officer of each of the parties.
15.2. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
15.3. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
15.4. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party, or to contract in the name of, or to create a liability against, the other party in any way or for any purpose.
16. ENTIRE AGREEMENT
16.1. This Agreement (as amended from time to time), together with any document expressly referred to in the Agreement, contains the entire Agreement between the parties relating to the subject matter covered and supersedes any previous Agreement, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement.
16.2. The Customer confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly in this Agreement been made a representation and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this Agreement, save that the Agreement of the Customer contained in this Clause 1.ii shall not apply in respect of any fraudulent or negligent misrepresentation, whether or not such has become a term of this Agreement.
17.1. Any notice under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by recorded delivery or courier to the address of the party set out in this Agreement or to any other person or address subsequently notified by one party to the other.
17.2. In the absence of evidence of earlier receipt any notice shall be deemed to be duly given:
17.2.1. if delivered personally when left at the address referred to in the Proposal; or
17.2.2. if sent by recorded delivery three (3) days after posting it; or
17.2.3. if sent by courier, when received.
18. GOVERNING LAW
19. This Agreement and any Proposal agreed hereunder shall be governed by, and construed in accordance with, the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English courts.