Privacy Policy

This privacy policy sets out how SmartKem uses and protects any information that you give “SmartKem” when you use this website. “SmartKem” is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement. “SmartKem” may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes.

What we collect

We may collect the following information: name and company name contact information including email address demographic information such as postcode, preferences and interests other information relevant to customer surveys and/or offers

What we do with the information we gather

We require this information to understand your needs and provide you with a better service, and in particular for the following reasons: Internal record keeping. We may use the information to improve our products and services. We may periodically send promotional email about new products, special offers or other information which we think you may find interesting using the email address which you have provided. From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.

How we use cookies

A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences. We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system. Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.

Terms & Conditions

Interpretation 1.1 Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 17.3.

Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Customer: Smartkem Limited (a company registered in England and Wales with company number 06652152) and principal office address at Manchester Technology Centre, Hexagon Tower, Delaunays Road, Blackley, Manchester, M9 8GQ.

Delivery Date: the date specified in the Order, or, if none is specified, within five Business Days of the date of the Order or such other period as is agreed in writing between parties.

Delivery Location: the address for delivery of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Specification: the specification for the Goods, including any related plans, sketches, colours, dyes, layout, material, construction mechanisms and drawings, howsoever provided, that is agreed in writing by the Customer and the Supplier.

Supplier: the person or firm from whom the Customer purchases the Goods.

1.2 Interpretation:

1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.3 a reference to writing or written includes emails.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of:

2.3.1 the Supplier issuing a written acceptance of the Order; and

2.3.2 the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.

2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3. The Goods

3.1 The Supplier shall ensure that the Goods shall:

3.1.1 correspond, in all respects, with their description (as provided in any available sales literature or other documentation produced by the Supplier) and any applicable Specification;

3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement, being that of a party who regularly does business in the relevant sector;

3.1.3 where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall manufacture, pack and supply the Goods in accordance with all generally accepted industry standards and, where relevant, any industry or other accreditations it holds.

3.3 The Supplier shall inform the Customer of any specialist storage and/or treatment requirements of the Goods and, where applicable, shall provide written instructions of the same in order to maintain the quality of the Goods.

3.4 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.5 The Customer shall have the right to enter the Supplier’s premises to:

3.5.1 inspect and test the Goods;

3.5.2 inspect the manufacturing facilities and the equipment used by the Supplier in the manufacture of the Goods;

3.5.3 inspect the manufacturing process used by the Supplier to manufacture the Goods; and

3.5.4 inspect the raw materials and the packaging of the Goods.

3.6 Inspections pursuant to clause 3.5 shall be carried out during business hours on reasonable notice to the Supplier provided that, in the event of an emergency, the Supplier shall grant the Customer immediate access to its premises.

3.7 The Customer shall be entitled to remove a reasonable number of samples of raw materials and the packaging of the Goods during any such inspection and testing at no charge to the Customer.

3.8 The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.9 If, following such inspection or testing, the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.10 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions and if, following these further inspections and tests, the Customer is still of the opinion that the Goods do not or are unlikely to comply with the Supplier’s undertakings at clause 3.1 then, without prejudice to any of its other available remedies pursuant to these Conditions or otherwise, the Customer may terminate these Conditions in accordance with clause 6 of these terms.

4. Delivery

4.1 The Supplier shall ensure that:

4.1.1 the Goods are properly packed and secured, taking into account their nature, in such manner as to enable them to reach their destination in good condition;

4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of
the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.3 if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

4.2.1 on the Delivery Date;

4.2.2 at the Delivery Location; and

4.2.3 during the Customer’s normal business hours, or as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location in accordance with the Customer’s instructions.

4.4 If the Supplier:

4.4.1 delivers less than 95{f31f6ecffb34375fd9f87a98429f445e701cb826ab1a6f6cc611dc3cd2aec2bf} of the quantity of Goods ordered, the Customer may reject the Goods; or

4.4.2 delivers more than 105{f31f6ecffb34375fd9f87a98429f445e701cb826ab1a6f6cc611dc3cd2aec2bf} of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately and the Supplier will not be entitled to withhold delivery of any further instalments by reason of any non-payment of invoices unless the due date for that invoice has passed.

4.6 Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6 for that instalment or all instalments making up that Order as determined by the Customer.

5. Acceptance and defective Goods

5.1 The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time (depending on the nature of the Goods) to inspect them following

delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.

5.2 If any of the Goods delivered to the Customer do not comply with the undertakings at clause 3.1, or are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Goods, and:

5.2.1 require the Supplier to repair or replace the rejected Goods at the Supplier’s risk and expense within five Business Days of being requested to do so; or

5.2.2 require the Supplier to repay the price of the rejected Goods in full (whether or not the Customer has previously required the Supplier to repair or replace the rejected Goods); and

5.2.3 claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of any Goods that are not in conformity with the terms of this agreement.
5.3 If the Supplier fails to promptly repair or replace rejected Goods in accordance with clause 5.2.1, the Customer may, without affecting its rights under clause 5.2.3, obtain substitute products from a third party supplier, or have the rejected Goods repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.
5.4 If the parties dispute whether any Goods comply with clause 3.1, either party may refer the matter to an Expert for determination in accordance with clause 15 but only after the parties have used their best endeavours to resolve the dispute between themselves.

6. Remedies

6.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1 (whether before delivery, on delivery or after delivery), then, without limiting any of its other rights or remedies under these Conditions or otherwise, and whether or not it has accepted the Goods (including deemed acceptance), the Customer may exercise any one or more of the following remedies:

6.1.1 to terminate the Contract;

6.1.2 to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

6.1.3to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid) within five Business Days of the Customer providing written notice to the Supplier that it wishes to exercise this remedy;

6.1.4 to refuse to accept any subsequent delivery of the Goods that the Supplier attempts to make;

6.1.5 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party or engaging a third party to repair the Goods (where the Goods are not in accordance with clause 3.1); and

6.1.6 to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

6.2 If the Goods are not delivered on the Delivery Date the Customer may at its option claim or deduct 2{f31f6ecffb34375fd9f87a98429f445e701cb826ab1a6f6cc611dc3cd2aec2bf} of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 20{f31f6ecffb34375fd9f87a98429f445e701cb826ab1a6f6cc611dc3cd2aec2bf} of the total price of the Goods. If the Customer exercises its rights under this clause 6.2, it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).

6.3 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6.4 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

7. Title and risk

Title and risk in the Goods shall pass to the Customer on completion of delivery.

8. Price and payment

8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.

8.2 The price of the Goods:

8.2.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

8.2.2 includes the costs of packaging, insurance and carriage of the Goods.

8.3 No extra charges shall be effective unless agreed in writing with the Customer.

8.4 The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery in accordance with clause 4. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s purchase order number, the Supplier’s VAT registration number, and any supporting documents that the

Customer may reasonably require, including warranty documentation where applicable.

8.5 The Customer shall pay correctly rendered, undisputed invoices by the end of the month following the month of receipt of the invoice, unless otherwise agreed. Payment shall be made to the bank account nominated in writing by the Supplier.

8.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 2{f31f6ecffb34375fd9f87a98429f445e701cb826ab1a6f6cc611dc3cd2aec2bf} per annum above the 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. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.

8.7 The Customer may at any time, without limiting any of its other rights or remedies and without prior agreement from the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.

9. Customer materials

The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications (including, without limitation, any plans, sketches, colours, dyes, layouts, materials and construction mechanisms provided to the Supplier as part of the Specification) and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer material are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer, and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.

10. Indemnity

10.1 The Supplier shall keep the Customer indemnified 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 the Customer as a result of or in connection with:

10.1.1 any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

10.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in

Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
10.1.3 any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

10.2 This clause 10 shall survive termination of the Contract.

11. Insurance

During the term of the Contract and for a period of two years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance, public liability insurance and any other insurance that the Customer, in its reasonable discretion, considers necessary pursuant to the Contract and notifies the Supplier of, to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

12. Confidentiality

12.1 Each party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have 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 pursuant to the Contract or otherwise during commercial negotiations between the parties in relation to the Contract. The receiving party shall only disclose such confidential information to those of its employees, agents 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.

12.2 This clause 12 shall survive termination of the Contract.

13. Compliance with relevant laws and policies

13.1 In performing it obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

13.2 The Customer may immediately terminate the Contract for any breach of clause 13.1.

14. Termination

14.1 The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

14.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

14.2.1 the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five Business Days of that party being notified in writing to do so;

14.2.2 the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

14.2.3 the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

14.2.4 the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

14.2.5 the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

14.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.

15. Expert determination

15.1 Expert means a person appointed in accordance with this clause to resolve certain matters as specified in this agreement.

15.2 Where, under clause 5.6 of these Conditions, despite their best endeavours the parties have been unable to reach agreement, a party may refer this matter to an Expert.

15.3 The parties shall agree on the appointment of an independent Expert and agree with the Expert the terms of his appointment.

15.4 If the parties are unable to agree on an Expert or the terms of the Expert’s appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled, in the case of a dispute relating to the Specification, manufacture, quality or condition of the Goods, to request a professional body agreed between the parties and, in the case of a dispute regarding pricing and payment, to request the Institute of Chartered Accountants in England and Wales, to appoint an Expert of sufficient repute, expertise and experience to satisfy the matters required of the Expert by the parties.

15.5 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

15.6 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause, then:

15.6.1 either party may apply to the relevant body as specified in clause 15.4 to discharge the Expert and to appoint a replacement Expert with the required expertise; and

15.6.2 this clause shall apply to the new Expert as if he was the first Expert appointed.

15.7 All matters to be determined in accordance with this clause must be conducted, and the Expert’s decision shall be written, in the English language.

15.8 The parties are entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

15.9 To the extent not provided for by this clause, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination.

15.10 Each party shall, with reasonable promptness, supply each other with all information and give each other access to all documents, personnel and things as the other party may reasonably require to make a submission under this clause.

15.11 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matters referred to him under the Contract. The Expert’s written decision on the

matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud.

15.12 The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct.

15.13 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.

15.14 Each party shall act reasonably and co-operate to give effect to the provisions of this clause and otherwise do nothing to hinder or prevent the Expert from reaching his determination.

16. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for two months, the party not affected may terminate this Contract by giving five Business Days’ written notice to the affected party.

17. General

17.1 Assignment and other dealings

17.1.1 The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.

17.1.2 The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.

17.2 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.3 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 Customer.

17.4 Waiver. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

17.4.1 waive that or any other right or remedy; or

17.4.2 prevent or restrict the further exercise of that or any other right or remedy.

17.5 Severance. 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.

17.6 Notices.

17.6.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

17.6.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.6.1 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

17.6.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.7 Third party rights. No one other than a party to this agreement and their permitted assignees shall have any right to enforce any of its terms.

17.8 Governing law. The 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.

17.9 Jurisdiction. Subject to clause 15, 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 agreement or its subject matter or formation (including non-contractual disputes or claims).