Terms and Conditions between Agent and Investor (“Customer”)

• 54. Definitions.
  
  In these Conditions, the following definitions apply:
  
  “Agent”; the Agent who is registered as SIMS Sourcing Ltd and their assigned subcontracted agent who will be carrying out the Services expressed under this contract
  
  “Business Conversation Area” the conversation tool within the Sourcing Investments website used primarily for conversation between Agent and Sourcer and for the transfer of documents related to the transaction and process.
  
  “Commencement Date”; has the meaning set out in clause 54.b.
  
  “Conditions”; these terms and conditions as amended from time to time in accordance with clause 66.g.
  
  “Contract”; the contract between the Agent and the Customer for the supply of Services in accordance with these Conditions.
  
  “Customer”; the person who purchases Services from the Agent.
  
  “Employee” for the purpose of this contract only, businesses or individuals who have purchased the product; compliance vault, and are covered as employees of SIMS Sourcing Ltd for insurance purposes only, but only for the Services as set out within this contract
  
  “Exchange of Contracts” the legal exchange of contracts for the purchase of any Property sourced under these Conditions.
  
  “Fee” the agreed sourcing Fee for the Services.
  
  “Full Investment Details” the document created by the Agent associated with the Property providing details on the Property and describing the potential investment opportunity and ancillary details.
  
  “Intellectual Property Rights”; patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  “Main Contractor” the contracted party responsible for the day-to-day oversight of any building and/or refurbishment Works, management of all trades, communication with all involved parties throughout the course of the project and overall responsibility of the delivering the Works to the correct specification, budget and timetable.
  
  “Order”; the order for Services as set out on the Agent’s Order Form, or as the case may be.
  
  “Property” the Property, whether commercial or residential, first identified by the Agent and of potential interest to the Customer.
  
  “Seller” the person or Company selling the Property.
  
  “Sourcing Investments Escrow Service” Sourcing Investments Ltd Escrow Service providing an independent contractual money holding service between Agent and Customer
  
  “Services”; the services supplied by the Agent to the Customer as set out in the Conditions
  
  “Works” any building or refurbishment work required for the Property
  
  “Written/Writing” a reference to writing or written includes faxes and e-mails except in relation to Clause 61.b.
  
  55. Basis of Contract
  
  a. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
  
  b. The Order shall only be deemed to be accepted when the Agent and Customer both sign and accept the Order at which point, and on which date the Contract shall come into existence (“Commencement Date”).
  
  c. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Agent which is not set out or specifically referred to in the Contract.
  
  d. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  
  e. For the avoidance of doubt these Conditions address property sourcing and project management activities only, in relation to the Property. They do not constitute and are not intended to constitute a contract for building Works. Where customers require Works in relation to the Property this will require separate contracts with relevant parties.
  
  56. Services
  
  a. The Agent shall supply the Services to the Customer in accordance with these Conditions or as varied between the Customer and the Agent in writing from time to time.
  
  b. The Agent will act as the Customer’s retained buy-side Agent for the acquisition of Property identified as being of interest to the Customer and as displayed on the Sourcing Investments website or presented by the Agent and, for these such Services, will be paid the sourcing Fee shown in the Full Investment Details. The Agent will use all reasonable skill and care in providing its services. Notwithstanding anything to the contrary contained in the Contract, the Agent shall not be construed as owing any greater duty or obligation that the use of reasonable skill and care in accordance with the normal standards of its profession. In particular the Agent will:
  
  i. negotiate with the Seller, developers and/or estate agents with regard to the purchase price of the Property;
  
  ii. fully disclose if the Agent, or any of their representatives, or associates, has any interest in the purchase (for example, through ownership of an interest in the Property), or will derive or receive any other benefit from the transaction, or from, or related to, the Property after the transaction; and,
  
  iii. consult with and advise the Customer during the period up to the completion of the purchase of the Property and liaise with the relevant parties associated with the Property project with the intent to deliver the expected outcome as described in the Full Investment Details.
  
  c. Where the Agent’s services and fees described in the Full Investment Details includes project management services and project management fees Agent agrees to provide these services with reasonable skill and care. Such services to include:
  
  i) Scoping and agreement with the Customer of any building or refurbishment works to be undertaken (the “Works”);
  
  ii) Obtaining multiple quotes for the Works from relevant contractors;
  
  iii) Conducting due diligence, background checks and referencing on contractors for potential selection;
  
  iv) Reviewing the financial stability of the contractors;
  
  v) Recommending the chosen contractors to the Customer based upon the Agent’s review;
  
  vi) Facilitating appropriate contracts between the Customer and the contractors;
  
  vii) Providing Contracts have in them agreed and appropriate stage payment plans for payments for the Works as they proceed, based upon agreed milestones and with agreed retention sums where appropriate;
  
  viii) Co-ordinating the programme of Works with the intent that contractors deliver the Property project to the correct timescale, quality and budget. In doing so, to manage the Customer’s financial exposure by advising, where appropriate, if payments should be released, or withheld, in relation to any relevant contractor;
  
  ix) Consult with and advise the Customer during the period until the sale, or successful letting of the Property (as the case may be), and liaising with all relevant parties and bodies associated with the Property project with the intent to deliver the expected outcome described in the Full Investment Details associated with the Property;
  
  x) Assisting and supporting the Customer as required in order to deliver a compliant Property, including, but not limited to, matters of landlord (including HMO matters) registration and compliance, planning compliance, building regulations compliance, EPC certification and health and safety compliance;
  
  xi) Providing regular updates, images and video to the Customer to communicate and inform the Customer on progress of the Works;
  
  xii) Obtaining the required statutory certification on behalf of the Customer, including but not limited to gas certification and electrical certification; and
  
  xiii) Acting as the keyholder for the Property on behalf of the Customer and then managing the handover of the Property to an appropriate selling agent or lettings agent (as the case may be) following appropriate due diligence, background checks and referencing on such agents. Properties are to be handed over only when they are in a complete and cleaned and saleable or lettable condition, and once compliant, and when all instruction manuals and guarantees for equipment and fittings installed during the works have been handed over the to the Customer or their agent, and at which time the selling agent or lettings agent shall become the keyholder.
  
  d. Fees for project management Services are to be separately identified in the Full Investment Details and is recommended shall be paid to the Agent via the Sourcing Investments Renovation Escrow Service in accordance with a schedule of payments to be agreed between the Customer and the Agent. In the absence of such agreement the payment shall be 50% to be paid when the Works are 50% complete, 35% on handover of the Property to a relevant sales or lettings agent and 15% on release of any final retention sums due to the Main Contractor. In the event of any dispute the parties agree to submit to binding arbitration to determine the final payments due.
  
  e. Agents are to be independent of any contractor and cannot have any financial interest in the Works being undertaken, other than their own sourcing fee and project management fee unless fully disclosed and agreed in advance by the Customer. Agents cannot receive any profit share, commission or other payment from the contractors, or have any other interest in the payments made by the Customer for the Works, unless fully disclosed and agreed in advance by the Customer.
  
  f. If the Agent is to take on the role of Main Contractor for the Works and take full responsibility for delivery of the Works then this is to be disclosed and agreed with the Customer prior to the agreement of these Conditions (e.g. clearly displayed in the Full Investment Details). Furthermore, the Customer and the Agent agree to put in place a separate building contract and separate insurance for such Works and services before any Works are commenced.
  
  g. It is recommended that the Agent and Customer use the Sourcing Investments Renovation Escrow Service for all monies for payments to contractors. Where any advance payments are required to be made to contractors, the Agent will use reasonable endeavours that such payments are appropriate. The Agent will also ensure that there is a mechanism in place so that any advance payments made by the Customer to the contractor are ringfenced and secured, such that in the event of the insolvency of the contractor or the Agent, the Customer’s monies are protected. This can include:
  
  i) The contractor or Agent offering a credit insurance solution; or
  
  ii) The contractor or Agent holding the monies in a ring-fenced and insured bank account; or
  
  iii) The use of a third party ring-fenced and insured bank account
  
  h. The Agent will use reasonable endeavours to see that the Customers monies, where these are held as advance payments, are never held in the day to day trading accounts of either the Agent or the contractor but are protected and separately identifiable.
  
  i. The Services supplied under this agreement shall continue to be supplied until terminated by either party in accordance with Clause 61.
  
  j. In addition to, or as an alternative to, the Services described in Clauses 55. b and c, the Agent may also provide additional services, the fee basis and scope of which should be agreed in writing. Agents and Customers are strongly advised to record any such agreed additional services in writing.
  
  k. For the avoidance of doubt, the Agent’s role, unless separately agreed in writing, does not include the following:
  
  i) inspection/survey of the Property or the fixtures/fittings, including structural assessment of the property or adjoining properties;
  
  ii) insurance arrangements;
  
  iii) sourcing funding for the purchase, or any financial advice;
  
  iv) environmental investigations or other inspections;
  
  v) lettings and property management services; or
  
  vi) legal advice of any kind.
  
  vii) Financial due diligence of the investment opportunity
  
  l. The Agent will typically assist the Customer by introducing them to appropriate and referenced experts (“Third Party Suppliers”), to obtain any of the above in 3.10 (or any other advice or services that the Agent does not provide), but the Agent does not take any responsibility for the performance or behaviour of any recommended Third Party Suppliers and the Customer is free at all times to use their own Third-Party Suppliers. Agents cannot receive any profit share, commission or other payment from the contractors, or have any other interest in the payments made by the Customer for the Works unless fully disclosed and agreed in advance by the Customer. The Agent will not have any liability whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise in response of advice or services provided by any Third Party Suppliers even if recommended to the Customer by the Agent
  
  57. Customer’s Obligations
  
  a. The Customer shall:
  
  i) ensure that the terms of the Order are complete and accurate;
  
  ii) cooperate with the Agent in all matters relating to the Services;
  
  iii) provide the Agent with such information and materials as the Agent may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
  
  iv) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, including but not limited to the necessary Identification required by the Agent to comply with all Anti-Money Laundering legislation; and
  
  v) ensure that it has in place all the items necessary to make the purchase of the Property including, but not limited to, a UK bank account, UK registered company where required, and the required financing for the proposed transaction, including equity and debt finance where needed.
  
  b. If the Agent’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer, or failure by the Customer to perform any relevant obligation (“Customer Default”):
  
  i) the Agent shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Agent’s performance of any of its obligations;
  
  ii) the Agent shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Agent’s failure or delay to perform any of its obligations as set out in this clause 4.2.
  
  58. Fees and payment
  
  a. Upon acceptance of the Order by the Agent (and for each subsequent Property sourced), the Agent may at its absolute discretion, request that 100% of the sourcing Fee is payable into their client account or as recommended the Sourcing Investments Escrow Service, within 2 calendar days, and if so requested, the Agent will not carry out the Services until this is received in cleared funds; After the funds have cleared, the Agent or Sourcing Investments (if using the Sourcing Investments Escrow Service) will notify both parties that funds are being held successfully.
  
  b. Unless otherwise agreed between the parties, the balance of 100% of the Fee will then become due and payable to the Agent within 2 calendar days of both the Agent and the Investor agreeing:
  
  i) Exchange of Contracts for any Property sourced or introduced by the Agent, or any other property sourced or introduced by the Agent; or
  
  ii) if within 12 months of termination of this Contract there is an Exchange of Contracts on a Property which was sourced or introduced by the Agent during the term of this Contract.
  
  c. The Fee will be payable by the Customer whether the Customer purchases the Property directly via the Agent, or indirectly by another route. For the avoidance of doubt, if the Fee is refunded to the Customer under this clause 57 and the Customer subsequently completes a purchase of the Property, then these terms shall still apply, and the Fee will become payable.
  
  d. The Agent will use reasonable endeavours to see that The Fee be fully refunded to the Customer by the individual agent to whom the duties under this Contract have been sub-contracted too and at no stage or circumstances is the responsibility of SIMS Sourcing Ltd if the following circumstances take place:
  
  i) the Property is withdrawn from sale by the seller prior to Exchange of Contracts; or
  
  ii) the Customer declines to proceed to Exchange of Contracts because the Property and the investment opportunity described by the Agent is deemed, by a third-party expert (e.g.) property lawyer or surveyor), to substantially and materially differ from that described by the Agent in the Full Investment Details . Where the Full Investment Details state that there are zero specific renovations anticipated, the Agent has assumed that the property appears to be in good condition and is ready for occupation. However, Customers should expect almost every and any survey or report on any property to contain at least some suggested items for improvement or upgrade. Where these suggested works would not be expected to be material to the purchase price, the total investment, or materially delay the period required to get the property into a condition to be let or sold, then such minor works would not entitle the Customer to a full refund of the Fee.
  
  e. For all other matters which bring about a failure to agree Exchange of Contracts, the recommendation is that 67% of the fee should be refunded to the customer and 33% will be paid to the Agent, unless the parties mutually agree otherwise.
  
  f. If the Agent to whom the duties under this contract have been sub-contract to and the Customer are in dispute over the Fee it is recommended that both parties should refer the matter to The Property Ombudsman or The Property Redress Scheme for them to attempt to resolve any dispute.
  
  g. For the avoidance of doubt, if after Exchange of Contracts the purchase fails to complete, the Agent will not be liable for any losses of the Customer nor for any refund of the Fee, albeit that the Agent will actively engage in helping the various parties reach satisfactory solutions to any difficulties that arise.
  
  h. This clause 57 shall survive Termination of contract.
  
  59. Intellectual property rights
  
  a. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Agent.
  
  60. Confidentiality
  
  a. A party (“receiving party”) shall keep in strict confidence all information relating to the Property that has been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents, insurers and professional advisors and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 59 shall survive termination of the Contract.
  
  61. Limitation of liability
  
  a. Nothing in these Conditions shall limit or exclude the Agent’s liability for:
  
  i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
  
  ii) fraud or fraudulent misrepresentation; or
  
  iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  
  b. Subject to clause 60.a :
  
  i) the Agent shall under no circumstances whatever be liable to the Customer, 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 the Contract; and
  
  ii) the Agent’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum received by the Agent from the Customer for the Services provided.
  
  c. The Agent shall under no circumstances whatever be liable to the Customer, 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 Third Party Suppliers.
  
  d. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  
  e. The liability of the Agent under or in connection with this Contract whether in contract or in tort, in negligence, for breach of statutory duty or otherwise in respect of any claim or series of claims shall not exceed the amount, if any, recoverable by the Agent by way of indemnity against the claim or claims in question under professional indemnity insurance taken out by the Agent and in force at the time that the claims or (if earlier) circumstances are notified to the insurers in question.
  
  f. In respect of any loss suffered by the Customer, for which the Agent and any other party are (on any basis) liable, the liability of the Agent shall be limited so as to be proportionate to the relative contribution of the Agent to the overall fault giving rise to the loss in question.
  
  g. This clause 60 shall survive termination of the Contract.
  
  62. Termination
  
  a. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 14 days’ written notice.
  
  b. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  
  i) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
  
  ii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts, or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
  
  iii) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  
  iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  
  v) the other party (being an individual) is the subject of a bankruptcy petition or order;
  
  vi) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  
  vii) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the other party (being a company);
  
  viii) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
  
  ix) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  
  x) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 61.b ii) to clause 61.b ix) (inclusive);
  
  xi) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
  
  xii) the other party’s financial position deteriorates to such an extent that in the Agent’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  
  xiii) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
  
  c. Without limiting its other rights or remedies, the Agent may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment, and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.
  
  d. Without limiting its other rights or remedies, the Agent may suspend provision of the Services under the Contract, or any other contract between the Customer and the Agent, if the Customer becomes subject to any of the events listed in clause 61.b ii) to clause 61.b xiii), or the Agent reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  
  63. Consequences of termination
  
  a. On termination of the Contract for any reason:
  
  i) the Customer shall immediately pay to the Agent all of the Agent’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Agent shall submit an invoice, which shall be payable by the Customer immediately upon receipt;
  
  ii) the accrued rights, remedies, obligations and liabilities of the parties as at the expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
  
  iii) clauses which expressly or by implication survive termination shall continue in full force and effect.
  
  64. Force majeure
  
  a. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Agent including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Agent or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Agents or subcontractors.
  
  b. The Agent shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
  
  c. If the Force Majeure Event prevents the Agent from providing any of the Services for more than 7 (seven) calendar days, the Agent shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  
  65. Personal Data
  
  a. The Agent, shall be registered with the Information Commissioners Office, and will collect personal data and may, if required, pass this data onto the contracted lawyers, and mortgage brokers as described in the analysis and for the purpose of enabling the Property purchase.
  
  b. The Customer acknowledges that such data as may be necessary to enable the Services may be collected by the Agent and transmitted to its group companies, legal and financial service providers as necessary and explicitly gives permission to the Agent to do so and agrees to sign any documents necessary to enable such transfers to take place.
  
  66. Renovation Escrow Service
  
  a. The Customer and the Agent may agree to utilise the Renovation Escrow Service provided within the Sourcing Investments Ltd website(s) in relation to any transaction between them.
  
  67. General
  
  a. Assignment and other dealings.This Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
  
  b. Notices A notice given to a party under or in connection with this Contract shall be in writing and sent to the party at the address given in this Contract.
  
  c. Severance.
  
  i) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  
  ii) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  
  d. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  
  e. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
  
  f. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
  
  g. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Agent.
  
  h. Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
  
  i. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).