Coaching Terms and Conditions

The following terms and conditions apply to all companies, professionals or other entities (‘you’) undertaking coaching sessions (‘Coaching’) with Narratively Limited (‘we’ or ‘us’). Please ensure you have read and understood these terms and conditions.

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1 INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause 1 apply in these Terms and Conditions (unless the context requires otherwise).

“Coaching Session”: one or more 1-2-1 coaching sessions with us in relation to business topics.

“Fee”: the fee payable by you to us for the Coaching Session.

"Intellectual Property Rights": patents, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, Material and training methods, business models and details of business relationships) 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.

“Material”: all documents, papers, drawings, designs, photos, graphics, logos, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by us for the Coaching Session.

“Registration form”: the form used to book the Coaching Session.

“We” or “us”: Narratively Limited, a company registered in England and Wales (09014330).

“You”: a registered company, partnership, professional, or other similar entity.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

2 ACCEPTANCE

2.1 By completing the Registration Form for the Coaching Session, you are agreeing to the terms and conditions set out in this document and they will form a binding contract between you and us. Where you are a company, you will ensure your employees, partners, agents, contractors, subcontractors and any other person attending the Coaching Session on your behalf shall comply with these terms and conditions. The contract is formed when we send you a booking confirmation form.

3 PAYMENT

3.1 In consideration for us providing the Coaching Session you will pay the Fee for the Coaching Session.

3.2 The Fee must be paid in full at the time of completing the Registration Form. If payment is not received within 3 working days of completing the Registration Form, the Coaching Session will be cancelled and the payment of any refund for any fees paid in part or in whole will be at our complete discretion.

4 NON-ATTENDANCE

4.1 If you are unable to attend any Coaching Session you must give us at least 2 working days’ notice and we will re-arrange the Coaching Session for you. Any re-arranged Coaching Session must be booked within 4 weeks of the original cancelled Coaching Session. If the Coaching Session is not re-arranged within 4 weeks, then the Fee will remain payable in full and no refunds will be given.

4.2 If you fail to attend any Coaching Session and have not given prior notice of your non-attendance at least 2 working days before the Coaching Session then the Fee will remain payable in full and no refunds will be given.

5 CANCELLATION

5.1 If we are unable to attend the Coaching Session for any reason, we shall advise you of that fact as soon as reasonably practicable and we will look to re-arrange the Coaching Session within 4 weeks of the original cancelled Coaching Session. If we cannot re-arrange the Coaching Session within 4 weeks, you can request a refund of the Fee for the cancelled Coaching Session. Such refund will be made within 21 days. Alternatively, if you wish to re-arrange the Coaching Session outside the 4 weeks we will seek a new date for the Coaching Session with you.

5.2 For the avoidance of doubt we will not be responsible for any associated costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us cancelling the Coaching Session.

6 POSTPONEMENT OR CHANGE TO VENUE

6.1 There may be circumstances in which we need to postpone the Coaching Session or change the venue at which the Coaching Session is to be held and if we do, we shall advice you of this as soon as reasonable practicable. If the postponement is 7 days or less from the date of the Coaching Session or the replacement venue is more than 10 miles away from the publicised venue, you may cancel the Coaching Session and we look to re-arrange the same within 4 weeks of the original cancelled Coaching Session. If we cannot re-arrange the Coaching Session within 4 weeks, you can request a refund of the Fee for the cancelled Coaching Session. Such refund will be made within 21 days. Alternatively, if you wish to re-arrange the Coaching Session outside the 4 weeks we will seek a new date for the Coaching Session with you.

6.2 For the avoidance of doubt we will not be responsible for any associated costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us postponing the Workshop and/or changing the venue.

7 LIABILITY

7.1 We do not make any commitment that the content of the Coaching Session will meet any specific requirements you have and you are required to take reasonable steps to verify that the Coaching Session will meet your needs.

7.2 It is your responsibility to put the content of the Coaching Session to use for your benefit. We do not make any commitment to you that you will obtain any particular result from your Coaching Session or that you will obtain any particular qualification from your Coaching Session.

7.3 Whilst we endeavour to ensure that the information is correct, we do not warrant the accuracy and completeness of the Material.

7.4 Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence, any fraudulent misrepresentation or any other liability for which it is unlawful to exclude or limit liability.

7.5 Subject to clause 7.4 we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.

7.6 Subject to clause 7.4, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the Fee for the Coaching Session.

8 INTELLECTUAL PROPERTY

8.1 You recognise that we will prepare and use Material in the delivery of the Coaching Session. You recognise the Intellectual Property Rights of us in the Material which rights will remain with us. You may not reproduce in any medium the Material without our prior written consent.

8.2 You may use the Material for your own business purposes only and may not reproduce, publish or deal with the Material in any way for any commercial use.

8.3 You may not photograph or video the Coaching Session without our prior consent.

9 FORCE MAJEURE

9.1 If either party is unable to perform any or all of its contractual obligations under this Agreement because of any of the events set out below, then that party will be relieved of its obligations to continue to perform under this Agreement for so long as their fulfilment is prevented or delayed as a consequence of any such event: fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, act of God, malicious damage, theft, non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party concerned.

10 ENTIRE AGREEMENT

10.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

10.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

10.4 Nothing in this clause 11 shall limit or exclude any liability for fraud.

11 VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12 COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

13 THIRD PARTY RIGHTS

13.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

13.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

14 GOVERNING LAW

This 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.

15 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 agreement or its subject matter or formation (including non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the date the registration form is completed.


Speaker Terms and Conditions

The following terms and conditions apply to all companies, professionals or other entities (‘you’, ‘Client’) booking speaker sessions (‘Speaking’, ‘Service(s)’) with Narratively Limited (‘we’ or ‘us’). Please ensure you have read and understood these terms and conditions.

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1 INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause 1 apply in this Agreement (unless the context requires otherwise).

“Confidential Information”: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client or any Group Company for the time being confidential to the Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or any Group Company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) business models, details of business relationships or information the Speakers receive or obtain in connection with the Services from the Client, whether or not such information (if in anything other than oral form) is marked confidential.

“Expenses”: the agreed expenses incurred by the Company in the provision of the Services, including travel, accommodation and subsidiaries as set out in Schedule 1 of the agreement.

“Fee”: the Fee payable for the Services as set out in Schedule 1 of this Agreement.

“Group Company”: any subsidiary or holding company, from time to time, of the company, and any subsidiary from time to time of a holding company of that company.

“Intellectual Property Rights”: patents, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, Material and training methods, business models and details of business relationships) 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.

“Material”: all documents, papers, drawings, designs, photos, graphics, logos, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Company and/or Speaker for the provision of the Services.

“Service Date”: the date or dates on which the Services will be provided as set out in Schedule 1 of the Agreement.

“Services”: the services and any related services the Company will be providing for the Client as detailed in Schedule 1 of this Agreement.

“Speaker”: the Speaker or Speakers assigned to undertake the Services on behalf of the Company.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

2 TERMS of AGREEMENT

2.1 The Client shall engage the Company for the Services and the Company shall provide the Services on the terms of this Agreement.

3 DUTIES AND OBLIGATIONS

3.1 The Client shall be responsible for arranging the venue and facilities at which the Services will be provided. Details of the venue at which the Services will be provided are set out in Schedule 1.

3.2 The Company shall provide to the Client, 14 days before the Service Date, a list of all equipment, facilities and other provisions needed by the Speaker to perform the Services, and the Client shall ensure all such equipment, facilities and other provisions requested are available for the Speaker on the Service Date.

4 FEES

4.1 The Client shall pay the Company a Fee for the Services as set out in Schedule 1. The Fee shall be inclusive of any expenses incurred by the Company in the provision of the Services.

OR

The Client shall pay the Company a Fee for the Services as set out in Schedule 1. In addition, the Client shall be responsible for the Expenses incurred by the Company as set out in Schedule 1 and shall make payment of any expenses listed in accordance with the terms in Schedule 1.

4.2 The Company shall submit an invoice to the Client in relation to the Services provided no later than one month after the Service Date. If there is more than one Service Date, invoices will be submitted monthly.

4.3 In consideration of the provision of the Services, the Client shall pay the Fee in full within 30 days of receipt of an invoice from the Company.

OR

In consideration of the provision of the Services, the Client shall pay 50% of the Fee within 7 days of the agreement being signed, and the remaining 50% of the Fee within 30 days of receipt of an invoice from the Company.

OR

In consideration of the provision of the Services, the Client shall pay the Fee no later than 3 days prior to the Service Date.

4.4 If all or part of the Fee remains unpaid after 30 days of an invoice being issued, the Company will be entitled to charge interest on the overdue amount at the rate of 4% 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 Client shall pay the interest together with the overdue amount.

5 CANCELLATION

5.1 If the Company is unable to provide the Services for any reason, the Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Fee or Expenses shall be payable in accordance with clause 4 in respect of any cancellation by the Company. If the Client has already paid part or all of the Fee or Expenses, these monies will be repaid to the Client.

5.2 If the Client cancels the Services of the Company, the following fees will become due on a sliding scale:

UK:

5.2.1 Where notice is more than 28 days before the Service Date, no fee will be payable;

5.2.2 Where notice is less than 28 days but more than 14 days from the Service Date, 50% of the Fee will be payable; and

5.2.3 Where notice is less than 14 days before the Service Date, the full Fee will be payable.

Outside UK:

5.2.1 Where notice is more than 90 days before the Service Date, no fee will be payable;

5.2.2 Where notice is less than 90 days but more than 31 days from the Service Date, 50% of the Fee will be payable; and

5.2.3 Where notice is less than 31 days before the Service Date, the full Fee will be payable.

6 POSTPONEMENT

6.1 If the Client postpones the Service Date to another date agreed between the Parties, the following fees will become due on a sliding scale:

UK:

6.1.1 Where notice is more than 28 days before the Service Date, no fee will be payable;

6.1.2 Where notice is less than 28 days but more than 14 days from the Service Date, 25% of the Fee will be payable; and

6.1.3 Where notice is less than 14 days before the Service Date, 50% of the Fee will be payable.

Outside UK:

6.1.4 Where notice is more than 90 days before the Service Date, no fee will be payable;

6.1.5 Where notice is less than 90 days but more than 31 days from the Service Date, 25% of the Fee will be payable; and

6.1.6 Where notice is less than 31 days before the Service Date, 50% of the Fee will be payable.

6.2 Where the Client seeks a postponement but a new Service Date cannot be agreed, this will be considered a cancellation and the cancellation fees in clause 5 shall apply from the date on which notice to postpone was given.

7 CONFIDENTIAL INFORMATION

7.1 The Company acknowledges that in the course of the provision of the Services it may have access to Confidential Information of the Client or any Group Company. The Company shall not (except in the proper course of its duties), either during the Services or at any time after the Service Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

7.1.1 any use or disclosure authorised by the Client or required by law; or

7.1.2 any information which is already in, or comes into, the public domain otherwise than through the Company’s unauthorised disclosure.

7.2 The Company will seek an agreement from each of its Speakers that it provides to carry out the Services for the Client, and where that Speaker may come into Confidential Information during the provision of the Services, that the Speaker shall not (except in the proper course of their duties), either during the Services or at any time after the Service Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

7.2.1 any use or disclosure authorised by the Client or required by law; or

7.2.2 any information which is already in, or comes into, the public domain otherwise than through the Speaker’s unauthorised disclosure.

8 INTELLECTUAL PROPERTY

8.1 The Client recognises that the Company will prepare and use Material in the delivery of the Services. The Client recognises the Intellectual Property Rights of the Company in the Material which rights will remain with the Company.

8.2 Unless otherwise agreed between the Parties in writing, the Client shall not be entitled to quote and/or summarise and/or use the Material in any future marketing and/or promotional material.

8.3 The Company agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Material supplied by the Company to the Client during the course of providing the Services.

9 DATA PROTECTION

9.1 The Company will process any personal information obtained from the Client’s employees, workers or agents, in accordance with the Privacy Notice a copy of which is one the Company websites.

10 INSURANCE AND LIABILITY

10.1 Nothing in this agreement shall exclude or limit either Parties liability for:

10.1.1 Death or personal injury caused by its negligence;

10.1.2 Fraud or fraudulent misrepresentation; or

10.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

10.2 Subject to clause 9.1, the Parties shall only be liable to each other for direct losses, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement.

FEES £5,000 or under

10.3 Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to twice the Fee payable by the Client.

OR

FEES over £5,000 to £10,000

Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to 1.5 times the Fee payable by the Client.

OR

FEES over £10,000

Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Fee payable by the Client

10.4 The Company shall on request supply to the Client copies of its Professional Indemnity Insurance.

11 STATUS

11.1 This Agreement is between the Client and the Company. The Company will be fully responsible for any Speaker provided to carry out the Services and it shall indemnify the Client or any Group Company for and in respect of:

11.1.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Company shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client’s negligence or wilful default; and

11.1.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by any Speaker of the Company against the Client arising out of or in connection with the provision of the Services.

12 ANTI BRIBERY

12.1 The Company shall;

12.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

12.1.3 ensure compliance with the Relevant Requirements by its Speakers, staff, contractors, sub-contractors and employees;

12.1.4 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of this agreement;

12.1.5 immediately notify the Client (in writing) if a foreign public official becomes an officer or employee of the Company or acquires a direct or indirect interest in the Company and the Company warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement).

13 ANTI SLAVERY

13.1 In performing its obligations under the Agreement, the Company shall;

13.1.1 comply with all applicable anti-slavery and human trafficking laws, statues regulations, codes from time to time including but not limited to the Modern Slavery Act 2015;

13.1.2 ensure its Speakers, staff, contractors, sub-contractors and employees comply with 12.1.1;

13.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

13.2 The Company warrants, as at the date of this agreement;

13.2.1 Neither the Company nor any of its Speakers, officers, employees, contractors or subcontractors;

13.2.1.1 Has been convicted of any offence involving slavery or human trafficking; and

13.2.1.2 Having made reasonable enquiries, so far as it is aware has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

13.3 The Company shall implement due diligence procedures for its direct subcontractors, and suppliers to ensure that there is no slavery or human trafficking in its supply chains.

14 FORCE MAJEURE

14.1 If either party is unable to perform any or all of its contractual obligations under this Agreement because of any of the events set out below, then that party will be relieved of its obligations to continue to perform under this Agreement for so long as their fulfilment is prevented or delayed as a consequence of any such event: fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, act of God, malicious damage, theft, non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party concerned.

15 ENTIRE AGREEMENT

15.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15.4 Nothing in this clause 12 shall limit or exclude any liability for fraud.

16 VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17 COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

18 THIRD PARTY RIGHTS

18.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

19 GOVERNING LAW

This 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.

20 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 agreement or its subject matter or formation (including non-contractual disputes or claims).


Workshop Terms and Conditions

The following terms and conditions apply to all companies, professionals or other entities (‘you’) attending any workshop, training event or seminar (‘Workshop’) organised by Narratively Limited (‘we’ or ‘us’). Please ensure you have read and understood these terms and conditions.

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1 INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause 1 apply in these Terms and Conditions (unless the context requires otherwise).

“Fee”: the fee payable by you to us for attending the Workshop as stated on the registration form for the Workshop.

"Intellectual Property Rights": patents, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, Material and training methods, business models and details of business relationships) 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.

“Material”: all documents, papers, drawings, designs, photos, graphics, logos, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by us for the Workshop.

“Registration form”: the form used to book on to one of our Workshops

“We” or “us”: Narratively Limited, a company registered in England and Wales (09014330).

“Workshops”: any training event, seminar or workshop, provided by us for businesses and professionals in relation to business topics which you book on to using the registration form.

“You”: a registered company, partnership, professional, or other similar entity.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

2 ACCEPTANCE

2.1 By completing the registration form for a particular Workshop, you are agreeing to the terms and conditions set out in this document and they will form a binding contract between you and us. Where you are a company, you will ensure your employees, partners, agents, contractors, subcontractors and any other person attending the Workshop on your behalf shall comply with these terms and conditions. The contract is formed when we send you a booking confirmation form.

3 PAYMENT

3.1 In consideration for us providing the Workshop you will pay the Fee for attending the Workshop.

3.2 The Fee must be paid in full at the time of completing the registration form and in any event prior to the date of the Workshop. If payment is not received within 7 days of your registration, your registration will be cancelled and the payment of any refund will be at our complete discretion.

4 NON-ATTENDANCE

4.1 If you fail to attend the Workshop on which you are booked and have not given prior notice of your non-attendance at least 14 days before the Workshop then the Fee will remain payable in full and no refunds will be given.

4.2 If you cannot attend a Workshop and have given us more than 14 days’ notice a full refund will be given less a 15% administration fee.

4.3 If you are unable to attend the Workshop for any reason and wish to send a substitute in your place you may contact us by email (office@narratively.co.uk) to provide the name of the substitute and on receipt of the email, we shall make arrangements for the substitute to have access to the Workshop. We may at our discretion charge an administration fee of up to £50 for making such substitutions.

5 CANCELLATION

5.1 If we are unable to provide the Workshop for any reason, we shall advise you of that fact as soon as reasonably practicable. For the avoidance of doubt, no Fee shall be payable by you for the Workshop in respect of any cancellation by us. If you have already paid part or all of the Fee, these monies will be repaid to you in full, unless you wish to re-book onto another Workshop at a later date but within 6 months of the original Workshop date. If the new workshop costs more you will have to pay the increased rate. Any refunded amount will be paid within 14 days of the cancellation.

5.2 For the avoidance of doubt we will not be responsible for any associated costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us cancelling the Workshop.

6 POSTPONEMENT OR CHANGE OF VENUE

6.1 There may be circumstances in which we need to postpone the Workshop or change the venue at which the Workshop is to be held and if we do, we shall advise you of this as soon as reasonably practicable. If the postponement is 28 days or less from the published date of the Workshop or the replacement venue is more than 25 miles away from the publicised venue, you may cancel your place by emailing office@narratively.co.uk and we shall provide you with a full refund. Alternatively, you can book onto another Workshop ran by us within 6 months of the original Workshop date.

6.2 For the avoidance of doubt we will not be responsible for any associated costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us postponing the Workshop and/or changing the venue.

7 LIABILITY

7.1 We do not make any commitment that the content of any Workshop will meet any specific requirements you have and you are required to take reasonable steps to verify that the Workshop will meet your needs.

7.2 It is your responsibility to put the content of the Workshop to use for your benefit. We do not make any commitment to you that you will obtain any particular result from your Workshop or that you will obtain any particular qualification from your Workshop.

7.3 Whilst we endeavour to ensure that the information is correct, we do not warrant the accuracy and completeness of the Material.

7.4 Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence, any fraudulent misrepresentation or any other liability for which it is unlawful to exclude or limit liability.

7.5 Subject to clause 7.4 we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

(a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.

7.6 Subject to clause 7.4, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the Fee for the Workshop.

8 INTELLECTUAL PROPERTY

8.1 You recognise that we will prepare and use Material in the delivery of the Workshop. You recognise the Intellectual Property Rights of us in the Material which rights will remain with us. You may not reproduce in any medium the Material without our prior written consent.

8.2 You may use the Material for your own business purposes only and may not reproduce, publish or deal with the Material in any way for any commercial use.

9 PHOTOGRAPHY AND FILMING

9.1 We may wish to photograph or file the Workshop and reserve the right to do so for the purposes of promoting future workshops or otherwise. You consent to us (or any other person attending the Workshop) photographing and/or filming you and any persons attending the Workshop with you or on your behalf.

9.2 You hereby irrevocably grants us, together with our successors, assigns and licensees, including assignment with full title guarantee all intellectual property rights, the right to all usage of photographs or films featuring you which are shot as part of the Workshop (together with any cutdowns, variations, stills or parts thereof) and all usage of the your image, name, voice and other identifying characteristics (altogether, the “Images”), to use the Images in perpetuity, on a royalty-free basis, throughout the world.

9.3 You may not photograph or video the Workshop without our prior consent.

10 FORCE MAJEURE

10.1 If either party is unable to perform any or all of its contractual obligations under this Agreement because of any of the events set out below, then that party will be relieved of its obligations to continue to perform under this Agreement for so long as their fulfilment is prevented or delayed as a consequence of any such event: fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, act of God, malicious damage, theft, non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party concerned.

11 ENTIRE AGREEMENT

11.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

11.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

11.4 Nothing in this clause 11 shall limit or exclude any liability for fraud.

12 VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13 COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

14 THIRD PARTY RIGHTS

14.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

14.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

15 GOVERNING LAW

This 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.

16 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 agreement or its subject matter or formation (including non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the date you sign up to and pay for your workshop.


Training Terms and Conditions

The following terms and conditions apply to all companies, professionals or other entities (‘you’, ‘Client’) booking training sessions (‘Training’, ‘Service(s)’) with Narratively Limited (‘we’ or ‘us’). Please ensure you have read and understood these terms and conditions.

Read

1. INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause 1 apply in this Agreement (unless the context requires otherwise).

"Confidential Information": information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client or any Group Company for the time being confidential to the Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or any Group Company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) business models, details of business relationships or information the Trainers receive or obtain in connection with the Services from the Client, whether or not such information (if in anything other than oral form) is marked confidential.

“Expenses”: the agreed expenses incurred by the Company in the provision of the Services, including travel, accommodation and subsidiaries as set out in Schedule 1 of the agreement.

“Fee”: the Fee payable for the Services as set out in Schedule 1 of this Agreement.

“Group Company”: any subsidiary or holding company, from time to time, of the company, and any subsidiary from time to time of a holding company of that company.

"Intellectual Property Rights": patents, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, Material and training methods, business models and details of business relationships) 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.

“Material”: all documents, papers, drawings, designs, photos, graphics, logos, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Company and/or Trainer for the provision of the Services.

“Service Date”: the date or dates on which the Services will be provided as set out in Schedule 1 of the Agreement.

“Services”: the services and any related services the Company will be providing for the Client as detailed in Schedule 1 of this Agreement.

“Trainer”: the Trainer or Trainers assigned to undertake the Services on behalf of the Company.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

2 TERMS OF AGREEMENT

2.1 The Client shall engage the Company for the Services and the Company shall provide the Services on the terms of this Agreement.

3. DUTIES AND OBLIGATIONS

3.1 The Client shall be responsible for arranging the venue and facilities at which the Services will be provided. Details of the venue at which the Services will be provided are set out in Schedule

3.2 The Company shall provide to the Client, 14 days before the Service Date, a list of all equipment, facilities and other provisions needed by the Trainer to perform the Services, and the Client shall ensure all such equipment, facilities and other provisions requested are available for the Trainer on the Service Date.

4 FEES

4.1 The Client shall pay the Company a Fee for the Services as set out in Schedule 1. The Fee shall be inclusive of any expenses incurred by the Company in the provision of the Services.

OR

The Client shall pay the Company a Fee for the Services as set out in Schedule 1. In addition the Client shall be responsible for the Expenses incurred by the Company as set out in Schedule 1 and shall make payment of any expenses listed in accordance with the terms in Schedule 1.

4.2 The Company shall submit an invoice to the Client in relation to the Services provided no later than one month after the Service Date. If there is more than one Service Date, invoices will be submitted monthly.

4.3 In consideration of the provision of the Services, the Client shall pay the Fee in full within 30 days of receipt of an invoice from the Company.

OR

In consideration of the provision of the Services, the Client shall pay 50% of the Fee within 7 days of the agreement being signed, and the remaining 50% of the Fee within 30 days of receipt of an invoice from the Company.

OR

In consideration of the provision of the Services, the Client shall pay the Fee no later than 3 days prior to the Service Date.

4.4 If all or part of the Fee remains unpaid after 30 days of an invoice being issued, the Company will be entitled to charge interest on the overdue amount at the rate of 4% 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 Client shall pay the interest together with the overdue amount.

5. CANCELLATION

5.1 If the Company is unable to provide the Services for any reason, the Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Fee or Expenses shall be payable in accordance with clause 4 in respect of any cancellation by the Company. If the Client has already paid part or all of the Fee or Expenses, these monies will be repaid to the Client.

5.2 If the Client cancels the Services of the Company, the following fees will become due on a sliding scale:

UK:

5.2.1 Where notice is more than 28 days before the Service Date, no fee will be payable;

5.2.2 Where notice is less than 28 days but more than 14 days from the Service Date, 50% of the Fee will be payable; and

5.2.3 Where notice is less than 14 days before the Service Date, the full Fee will be payable.

Outside UK:

5.2.4 Where notice is more than 90 days before the Service Date, no fee will be payable;

5.2.5 Where notice is less than 90 days but more than 31 days from the Service Date, 50% of the Fee will be payable; and

5.2.6 Where notice is less than 31 days before the Service Date, the full Fee will be payable.

6. POSTPONEMENT

6.1 If the Client postpones the Service Date to another date agreed between the Parties, the following fees will become due on a sliding scale:

UK:

6.1.1 Where notice is more than 28 days before the Service Date, no fee will be payable;

6.1.2 Where notice is less than 28 days but more than 14 days from the Service Date, 25% of the Fee will be payable; and

6.1.3 Where notice is less than 14 days before the Service Date, 50% of the Fee will be payable.

Outside UK:

6.1.4 Where notice is more than 90 days before the Service Date, no fee will be payable;

6.1.5 Where notice is less than 90 days but more than 31 days from the Service Date, 25% of the Fee will be payable; and

6.1.6 Where notice is less than 31 days before the Service Date, 50% of the Fee will be payable.

6.2 Where the Client seeks a postponement but a new Service Date cannot be agreed, this will be considered a cancellation and the cancellation fees in clause 5 shall apply from the date on which notice to postpone was given.

7 CONFIDENTIAL INFORMATION

7.1 The Company acknowledges that in the course of the provision of the Services it may have access to Confidential Information of the Client or any Group Company. The Company shall not (except in the proper course of its duties), either during the Services or at any time after the Service Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to: any use or disclosure authorised by the Client or required by law; or any information which is already in, or comes into, the public domain otherwise than through the Company’s unauthorised disclosure. The Company will seek an agreement from each of its Trainers that it provides to carry out the Services for the Client, and where that Trainer may come into Confidential Information during the provision of the Services, that the Trainer shall not (except in the proper course of their duties), either during the Services or at any time after the Service Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of any Confidential Information. This restriction does not apply to:

7.1.1 any use or disclosure authorised by the Client or required by law; or

7.1.2 any information which is already in, or comes into, the public domain otherwise than through the Trainer's unauthorised disclosure.

8. INTELLECTUAL PROPERTY

8.1 The Client recognises that the Company will prepare and use Material in the delivery of the Services. The Client recognises the Intellectual Property Rights of the Company in the Material which rights will remain with the Company.

8.2 Unless otherwise agreed between the Parties in writing, the Client shall not be entitled to quote and/or summarise and/or use the Material in any future marketing and/or promotional material.

8.3 The Company agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Material supplied by the Company to the Client during the course of providing the Services.

9 DATA PROTECTION

9.1 The Company will process any personal information obtained from the Client’s employees, workers or agents, in accordance with the Privacy Notice a copy of which is one the Company websites.

10 INSURANCE AND LIABILITY

10.1 Nothing in this agreement shall exclude or limit either Parties liability for:

10.1.1 Death or personal injury caused by its negligence;

10.1.2 Fraud or fraudulent misrepresentation; or

10.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

10.2 Subject to clause 9.1, the Parties shall only be liable to each other for direct losses, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement.

FEES £5,000 or under

10.3 Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to twice the Fee payable by the Client.

OR

FEES over £5,000 to £10,000

Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to 1.5 times the Fee payable by the Client.

OR

FEES over £10,000

Subject to clause 9.1, the total liability the Parties have to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Fee payable by the Client

10.4 The Company shall on request supply to the Client copies of its Professional Indemnity Insurance.

11 STATUS

11.1 This Agreement is between the Client and the Company. The Company will be fully responsible for any Trainer provided to carry out the Services and it shall indemnify the Client or any Group Company for and in respect of:

11.1.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Company shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client's negligence or wilful default; and

11.1.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by any Trainer of the Company against the Client arising out of or in connection with the provision of the Services.

12 ANTI BRIBERY

12.1 The Company shal:

12.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

12.1.3 ensure compliance with the Relevant Requirements by its Trainers, staff, contractors, sub-contractors and employees;

12.1.4 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of this agreement;

12.1.5 immediately notify the Client (in writing) if a foreign public official becomes an officer or employee of the Company or acquires a direct or indirect interest in the Company and the Company warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement).

13 ANTI SLAVERY

13.1 In performing its obligations under the Agreement, the Company shall:

13.1.1 comply with all applicable anti-slavery and human trafficking laws, statues regulations, codes from time to time including but not limited to the Modern Slavery Act 2015;

13.1.2 ensure its Trainers, staff, contractors, sub-contractors and employees comply with 12.1.1;

13.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

13.2 The Company warrants, as at the date of this agreement;

13.2.1 Neither the Company nor any of its Trainers, officers, employees, contractors or subcontractors;

13.2.1.1. Has been convicted of any offence involving slavery or human trafficking; and

13.2.1.2. Having made reasonable enquiries, so far as it is aware has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

13.3 The Company shall implement due diligence procedures for its direct subcontractors, and suppliers to ensure that there is no slavery or human trafficking in its supply chains.

14 FORCE MAJEURE

14.1 If either party is unable to perform any or all of its contractual obligations under this Agreement because of any of the events set out below, then that party will be relieved of its obligations to continue to perform under this Agreement for so long as their fulfilment is prevented or delayed as a consequence of any such event: fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, act of God, malicious damage, theft, non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party concerned.

15 ENTIRE AGREEMENT

15.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15.4 Nothing in this clause 12 shall limit or exclude any liability for fraud.

16 VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17 COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

18 THIRD PARTY RIGHTS

18.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

19 GOVERNING LAW

This 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.

20 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 agreement or its subject matter or formation (including non-contractual disputes or claims).