Terms and Conditions

1.            About these Terms

1.1.        These Terms of Service (“Terms”) set out the terms governing your access to and use of our website at https://www.teamioed.com (“Website”), as well as any Subscription Content (as defined below), content, services or communication provided on, through or in connection with the website (all, including Subscription Content, referred to as our “Products”). Please read these Terms carefully before using the Website or our Products. By continuing to access and use the website you agree to be bound by these Terms.

1.2.        You acknowledge and agree that our Products are intended solely for business customers, i.e. not for consumers. By subscribing to any of our Subscription Content (including any free trials or promotional subscriptions) you (the “Customer” or “you”) agree to enter into a legally binding agreement (“Agreement”) governed by these Terms with Teamioed Limited incorporated and registered in England and Wales with company number 14441318 whose registered office is at Suite 2453 Unit 3a, 34-35 Hatton Garden, London, United Kingdom, EC1N 8DX (“Teamioed” or “we”). If you (meaning, in this sentence, the natural person reading these Terms) enter into the Agreement with us, you do so as an authorised representative of your relevant legal entity (i.e. not in your personal capacity). These Terms do not modify or replace any other agreements you may have with Teamioed concerning our products, services, or other matters.

1.3.        Neither the Website nor the Products are intended for individuals under the age of 18. If you make our Website or Products available to individuals under the age of 18 you are solely responsible for assessing the appropriateness of that content for such individuals and for compliance with the applicable laws and regulations.

1.4.        We may amend these Terms at any time and will generally notify you 60 days before any amendments become effective. Please check these Terms from time to time to ensure that you agree with them. Your continued use of the Website and our Products will be deemed to be your acceptance of the most up-to-date version of these Terms. If we notify you of amendments to this Agreement that directly and substantially contradict the terms and conditions of the Agreement in effect when you initially accepted it, and if you find these modifications unacceptable, you may give us a 30 days’ notice through your user account or in writing (as applicable) to terminate the Agreement in accordance with clauses 11.2 and 11.4.4 of these Terms.

1.5.        These Terms apply to purchases of individual subscriptions to our Subscription Content. If you would like to purchase multiple licences in bulk, please contact us as different terms of service apply to such purchases.

1.6.        If you have any questions about these Terms please email us at hello@teamioed.com.

2.            Your subscription

2.1.        You may need to register with us and obtain a subscription to access certain online learning courses and materials (the “Subscription Content”). To register with us, you need to complete our online registration form and provide us with your current, valid, and acceptable payment details.

2.2.        Your subscription will start when activated by us following the placing of your order (the date will be shown in your user account) and will automatically renew for a subsequent subscription term unless and until you or we cancel it in accordance with these Terms. You can find details of your subscription with us at any time, including the renewal date and price for your subscription, by signing in to your user account on our Website.

2.3.        You can find details of our currently available subscription plans on our Website or by contacting us. We may change our subscription plans, including the fees we charge, from time to time. If we change the fee for your subscription plan, we will let you know and only charge you the new fee from the start of the subsequent renewal period.

2.4.        You agree to purchase a subscription appropriate for your intended audience size, i.e. not exceeding the size we specify when you purchase the subscription. In the event of your audience expansion, you must promptly upgrade your subscription to correspond with the increased audience size. If you fail to do that and continue to access and use the Subscription Content with the increased audience, we may find that such conduct amounts to a material breach of the Agreement.

2.5.        Unless we agree otherwise in writing, you may only access our Subscription Content from one device at a time. You acknowledge that the Subscription Content can be accessed on desktop, laptop or tablet devices (with in-person meetings made available for broadcasting on TV screens); no Subscription Content is accessible on cell phones. You further acknowledge that the availability and quality of the Subscription Content may vary depending on the technical features of your device, your location, carrier, the bandwidth available through and/or speed of your internet connection. An internet connection of at least 10MB/sec is required in order to stream Subscription Content.

2.6.        We may offer you a time-limited free trial access to some of our Subscription Content. Where this is the case, you will still need to complete our online registration form and provide us with your current, valid, and acceptable payment details. You may cancel your free trial at any time and we will end your access to our Subscription Content at the end of your trial period. Your subscription will start and we will charge you the applicable subscription fee on the day following the expiry of your free trial.

2.7.        If you cancel your subscription plan while in a trial period, you may reactivate the same subscription plan or choose another plan. If you switch to another subscription plan during your trial period, you will forfeit the remaining trial days and immediately begin the new subscription and incur the subscription charge.

2.8.        We may offer you a time-limited promotional reduced-fee subscription to access some of our Subscription Content. If we do so, we will generally specify the term of your promotional period upfront and show it in your user account on our Website. We will charge you the applicable full subscription fee on the day following the end of your promotional period.

2.9.        Limited Time Free Course access:

2.9.1.    We may, at our discretion, offer you free access to a specific course or courses within our Subscription Content for a limited time ("Limited Time Free Course"). To avail of this offer, you may need to complete our online registration form.

2.9.2.    The Limited Time Free Course access is subject to availability and may be offered for a specified period, as indicated on our Website.

2.9.3.    We reserve the right to conclude or modify the free access to the Limited Time Free Course at any time, without prior notice.

2.9.4.    Free access to the Limited Time Free Course is limited to one per user. Duplicate accounts or attempts to gain multiple free accesses may result in the termination of your access.

2.9.5.    If you choose to enrol in the Limited Time Free Course, you are required to provide us with accurate and current information during the registration process.

2.9.6.    You may cancel your participation in the Limited Time Free Course at any time. In such case, your access to the Limited Time Free Course will end immediately.

2.9.7.    If, after the Limited Time Free Course period, you wish to continue accessing the full range of Subscription Content, you may subscribe to a paid subscription plan as outlined in clauses 2.6 and 2.8.

2.9.8.    We reserve the right to revoke or modify the terms of the Limited Time Free Course offer, including its duration, eligibility criteria, and the specific courses included, at our sole discretion.

2.9.9.    Your participation in the Limited Time Free Course is subject to your compliance with these terms and conditions and any additional terms specific to the Limited Time Free Course.

2.9.10.The terms of this clause are in addition to, and not in lieu of, the general terms and conditions outlined in clauses 2.1 to 2.8.

2.10.     During your subscription, we grant you a limited, non-exclusive, non-transferable, non-assignable licence to access and use our Subscription Content strictly by the designated user with their direct team (e.g. a manager with their direct reports or an individual with their direct team), in line with the relevant subscription. We may further decide to make certain Subscription Content available to you on a viewing-only or streaming-only basis. Except for this licence, we grant you no right, title or interest in the Website or our Products. You must not reproduce, perform, display or exhibit the contents of any Subscription Content outside your current organization of employment.

2.11.     The Products we make available to customers may vary by country and the customers’ geographical location. We may use technologies to verify your geographic location when you register with us and/or access or use our Products.

2.12.     By accessing and using Subscription Content for free, or by purchasing a subscription, you acknowledge and accept responsibility for the selection of the Subscription Content to achieve your intended results and acknowledge that the Subscription Content has not been developed to meet your individual requirements.

2.13.     We may make updates and changes to our Products. You acknowledge and accept that we may add or withdraw certain Products temporarily or permanently at any time, with or without notice. You further acknowledge and accept that we may remove certain features or functionality and/or stop allowing certain devices or platforms from being able to access the Products.

2.14.     If our updates or changes are likely to negatively impact your use of the Subscription Content in a material way (for example, if we plan to remove a significant portion of a module you have subscribed to, or if access to Subscription Content becomes unavailable for reasons other than maintenance of our platform), we will give you at least 30 days’ notice and you will have the right to cancel. If you cancel your subscription, you will be entitled to a prorated refund of any fees you have already paid to us from the date of termination until the end of your paid-for term. If you do not cancel your subscription after we have notified you about any changes and before these changes take place, and you continue to access the Subscription Content, unless prohibited by law, you agree that this constitutes your acceptance of the changes.

2.15.     You acknowledge and agree that we may at any time temporarily suspend access to your user account, with or without notification to you, if we reasonably believe there to be fraudulent activity or material breach of these Terms (once we have temporarily suspended your user account, we will notify you as soon as possible). Any temporary suspension placed on your user account will not last any longer than 10 working days, after which we will either terminate the Agreement, or re-open your user account. We are not obliged to credit or discount a subscription for suspensions of any user accounts in circumstances where your act or omission constitutes fraudulent activity on your user account or you are in breach of your obligations under these Terms.

3.            Our obligations

3.1.        We shall:

3.1.1.    provide to you access to the Subscription Content in line with your subscription and the Agreement;

3.1.2.    provide to you any services you may be entitled to as part of your subscription with reasonable care and skill; and

3.1.3.    reasonably co-operate with you in relation to your use of our Products.

4.            Your obligations

4.1.        You shall:

4.1.1.    provide to us details we request from you, which we may reasonably need to grant you access to Subscription Content or to provide services to you;

4.1.2.    ensure all information you give us is correct and up-to-date at all times, and notify us immediately of any changes to your contact and payment details;

4.1.3.    pay any Subscription Fees (as defined below) we charge you;

4.1.4.    follow the instructions and directions we provide about using the Products and only use the Products in accordance with all applicable laws, rules and regulations;

4.1.5.    not share your username, password or account login details with anyone;

4.1.6.    notwithstanding the general prohibition to share your username, password or account login details with anyone, be responsible and liable for any use by any other person (authorised or unauthorised) of the Subscription Content we provide to you, including, without limitation, any charges associated with that use and any consequences if an applicable person misuses the Subscription Content or breaches these Terms or suffers any injury or damage to their property;

4.1.7.    make sure everyone under your supervision and who may use or do anything in relation to the Subscription Content also meets the responsibilities set out in these Terms;

4.1.8.    not do or omit to do anything which could damage our goodwill or bring our reputation into disrepute; and

4.1.9.    ensure that you comply with all our current policies made available on the Website from time to time, including but not limited to any acceptable use terms and any other standards or policies which we may publish. 

4.2.        You must not:

4.2.1.    attempt to copy, reproduce, publish, transmit, broadcast, archive, download (other than through caching necessary for personal use), distribute, modify, display, perform, license, transfer, exchange, translate, create derivative works from, offer for sale, or use (except as explicitly authorised by these Terms) content and information contained on or obtained from or through our Products unless you have obtained an express prior written permission from us, or the Products in question have been intended and designated for further transmission or broadcasting;

4.2.2.    use our Products for public performances including, without limitation, performance in or for any training facility;

4.2.3.    circumvent, remove, alter, deactivate, degrade or manipulate by any other means with any content protections in the Subscription Content;

4.2.4.    use any robot, spider, scraper or other automated means to access the Subscription Content;

4.2.5.    decompile, reverse engineer or disassemble any Products or processes made accessible through the Website (except as permitted by applicable law);

4.2.6.    insert any code or product or manipulate the content of our Products in any way;

4.2.7.    use any data mining, data gathering or extraction method;

4.2.8.    infringe any third party's rights;

4.2.9.    transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Products. We may modify or delete any material that is considered defamatory, offensive or otherwise unlawful, or that infringes the rights of anyone else;

4.2.10.access, view and/or purchase our Products using a virtual proxy network;

4.2.11.register multiple times for a free trial period of access; or

4.2.12.upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with our Website or Products, including any software viruses or any other computer code, files or programs.

4.3.        You acknowledge and agree that you shall be responsible for all information technology, computer devices and third-party services required to allow you to access the Website and our Products (including your internet service provider and your electricity service provider), as well as for all obligations and charges you may owe (including but not limited to broadband or mobile data charges, and electricity charges).

5.            Charges and payment

5.1.        In consideration for the licence to access, view and use the Subscription Content under the terms of the Agreement, you shall pay us a fee we agree at the time of your signing up, activating or renewing your subscription (the “Subscription Fee”). By purchasing a subscription, you authorise us to charge you the relevant Subscription Fee to your payment card using your payment details.

5.2.        We will charge the Subscription Fee at the start of your subscription, following any free period of access, and at the start of each subscription period thereafter, unless and until your subscription is cancelled. For example, if you subscribe with an initial 10-day free period of access on 16 April, the paying portion of your subscription will begin on 26 April following your free period of access and you will be charged on 26 April for the applicable Subscription Fee.

5.3.        Your subscription shall automatically renew each month or year, depending on the plan you have chosen, until it is cancelled.

5.4.        If you wish to cancel your current subscription, you must give us at least 30-days’ notice (including by submitting your request to cancel through your user account) before the end of your current subscription period to avoid being charged the fee for the subsequent period. For example, if you wish to cancel your subscription with effect from 1 May, you will need to provide notice no later than midnight on 31 March.

5.5.        We may, in our sole discretion and at any time, modify the Subscription Fee. Any Subscription Fee change will apply to your subscription from the start of your subsequent subscription term. We will give you reasonable prior notice of any change in the Subscription Fee. If you do not agree to the increase in Subscription Fee and you serve us a 30-days’ notice in line with clause 11.2, your subscription shall expire at the end of the current subscription period.

5.6.        Unless required by law, we provide no refunds or credits for partially used periods.  However, following any cancellation, you will continue to have access to the relevant Subscription Content through to the end of your current subscription period.

5.7.        All charges shall be in the currency specified at the time you signed up for your subscription.

5.8.        At present, Teamioed is not VAT/tax registered so we do not charge VAT/tax.

5.9.        If payment is not successfully settled and you do not provide us with up-to-date payment details or cancel your subscription, we may:

5.9.1.    retry the payment method and/or suspend your access to the Subscription Content until we become able to charge you. If you owe us any fees, you acknowledge and agree that we may charge you for any uncollected amounts and your on-going Subscription Fee when we become able to do so (for example, when you have updated your payment details). This may result in a change to your payment dates or subscription period; or

5.9.2.    notify you, maintain your access to Subscription Content for another up to 30 days, but you shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

5.10.     For certain payment methods, the issuer of your payment card may charge you a foreign transaction fee or other charges. Check with your payment card provider for details.

5.11.     You acknowledge and agree that all billing and transaction processes may be handled a third-party payment service provider, such as Stripe. If you have any payment-related issues that we are unable to resolve, please contact the relevant provider.

5.12.     If you access the Subscription Content or purchase a Subscription through a third party (for example, an app-store or via one of our partners):

5.12.1.in the event that you encounter any problems with billing or payments, please contact that third party relating to your Subscription in accordance with that third party's terms; and

5.12.2.your payment will be to that third party and you will be subject to that third party's terms (including any applicable usage rules). Important information on the applicable terms of sale, charges, taxes, payment methods, your right to cancel a transaction and when you can exercise this right (where applicable), and the technical steps to conclude a transaction, will be detailed in the third party's terms and conditions. You must comply with those terms and conditions and also with these Terms. In the event of any inconsistency between this these Terms and those terms and conditions, the third-party terms and conditions shall take precedence over these Terms.

6.            Intellectual property rights

6.1.        In this section 6, “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for, 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.

6.2.        You acknowledge that all Intellectual Property Rights in the Website or Products (including any and all Subscription Content) shall belong to Teamioed or any relevant third-party owners (as the case may be), and you shall have no rights in or to the Website or Products (including any and all Subscription Content) other than the right to use it in accordance with the Agreement.

6.3.        If you believe in good faith that any materials on the Website or in our Products infringe upon your Intellectual Property Rights, please let us know by emailing us as many details as possible about yourself and the potential infringement.

7.            Data protection

7.1.        In providing access to Subscription Content, Teamioed may process certain personal data related to Customers and their representatives. Please refer to our Privacy Policy setting out our personal data protection practices.

7.2.        In providing access to the Website and Subscription Content, Teamioed may process certain cookie files. Please refer to our Cookie Policy setting out our practices on working with cookie files.

7.3.        Each party shall remain solely responsible for its compliance with the relevant data protection laws. You acknowledge that we are the controller of, and only responsible for, personal data of individuals whose details you share with us. By contrast, you remain responsible for your own compliance with the applicable data protection rules in respect of data of any individuals you choose to share any Subscription Content with.

8.            Indemnity

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your use of the Website and Products (including our Subscription Content); and any breach of these Terms by you and/or your authorised users (save where such claim, action, proceeding, loss, damage, expense or cost arises as a result of our failure to comply with our own obligations in respect of the Website or Products).

9.            Limitation of liability

9.1.        Except as expressly stated in clause 10.2:

9.1.1.    Teamioed shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage even if Teamioed was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of business opportunity; loss of goodwill; loss or corruption of data; and wasted expenditure.

9.1.2.    the total liability of Teamioed, whether in contract, tort (including negligence) or otherwise and whether in connection with the Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Subscription Fee; and

9.1.3.    the Customer agrees that, in entering into the Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Teamioed shall have no liability in any circumstances otherwise than in accordance with the express terms of the Agreement.

9.2.        The exclusions in clause 10.1 shall apply to the fullest extent permissible at law, but Teamioed does not exclude liability for:

9.2.1.    death or personal injury caused by the negligence of Teamioed, its officers, employees, contractors or agents;

9.2.2.    fraud or fraudulent misrepresentation;

9.2.3.    breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

9.2.4.    any other liability which may not be excluded by law.

9.3.        The content on our Website and in our Products is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website and/or in our Products.

9.4.        Although we make reasonable efforts to update the information on our Website and in our Products, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

9.5.        Where our Website or Products site contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

10.          Termination

10.1.     Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

10.1.1.the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

10.1.2.the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of five days after being notified in writing to do so;

10.1.3.the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

10.1.4.the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.

10.2.     Teamioed may terminate the Agreement for convenience on 30 days’ written notice to the Customer. The Customer may terminate the Agreement for convenience on 30 days’ notice to Teamioed (including by submitting a request to terminate through the Customer’s user account), such termination shall take effect at the end of the current subscription term at earliest (unless the Customer has terminated the Agreement by notice as a result of Teamioed’s change of these Terms that directly and substantially contradict the terms and conditions of the Agreement in effect when the Customer initially accepted it, and the Customer finds these changes unacceptable; in such case termination shall become effective after the expiration of the 30 days’ notice period).

10.3.     Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10.4.     On termination:

10.4.1.all rights granted to the Customer under these Terms shall cease;

10.4.2.the Customer shall cease all activities authorised by these Terms;

10.4.3.the Customer shall immediately pay to Teamioed any sums due to Teamioed under these Terms;

10.4.4.Teamioed shall within 30 days from the date on which termination has become effective pay to the Customer the pro-rated sum for any paid-for but unused licence term.

10.5.     Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

11.          General terms

11.1.     Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.2.    Entire agreement: The Agreement sets out the whole agreement between the parties relating to the subject matter hereof and supersedes all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter. Each party acknowledges that, in entering into the Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.

11.3.     Variation: No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4.     Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deemed deleted under clause 12.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.5.     Third-party rights: A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

11.6.     No partnership or agency: Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

11.7.     Force majeure: Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Agreement by giving seven days' written notice to the affected party.

11.8.     Notices: Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s recorded address. Any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting (where “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business); or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.9.     Governing law: The Agreement 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.

11.10.  Arbitration clause: Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

11.11.  Jurisdictional backup: Should for any reason the arbitration clause become inapplicable or is deemed invalid, both parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).