1 Definitions and interpretation
1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) A reference to a Party includes its successors and permitted assigns; (c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision; (d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and (e) A reference to writing or written includes email.
2 Commencement and duration
2.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 17, until either Party gives to the other Party 1 months’ written notice to terminate, expiring on or after the Initial Term (“Term”).
3 Role of BLOSS and Content Hub
3.1 The Content Hub provides a platform for Content Provider to provide the Expert Content and transact and interact with Customers. By registering on the Content Hub and by using BLOSS’s services, Content Provider agrees to comply with this Agreement and the BLOSS Terms.
3.2 Subject to clause 3.3, all Customers’ payments for Expert Content shall be processed by the Content Hub as Content Provider’s limited service provider for collecting the purchase price and Sales Tax from each Customer in respect of each Contract for Sale. Content Provider will ensure that nothing in its own website, policies or terms or conditions conflicts with this position
3.3 On each occasion a Content Provider sells Expert Content to a Customer via the Content Hub, Content Provider enters into an individual, legally binding Contract of Sale for that Expert Content solely between Content Provider and the Customer. BLOSS is not the buyer or seller of that Expert Content and is not a party to such Contract of Sale which is governed by the Content Provider Terms, a link to which shall appear on the applicable Expert Content page. Content Provider shall ensure that the Content Provider Terms apply with Applicable Laws at all times. For the avoidance of doubt, BLOSS is not acting as a seller under the Distance Sales Regulations 2000, as amended
3.4 The enforcement of any obligation under the Contract of sale is the sole responsibility of the Customer andContent Provider who are party to that Contract of Sale.
3.5 In the event that a dispute occurs between Customer and Content Provider in relation to a Contract of Sale, Content Provider is obliged to make every possible effort to amicably resolve the dispute. Content Provider should direct any complaints and/or questions with respect to a sale transaction to the Customer. Subject to clause 3.6, BLOSS has no obligation to mediate between Content Provider and any Customer or to enforce or execute fulfilment of any Contract of Sale.
3.6 BLOSS reserves the right, whether during or after the Term, to negotiate and compromise or settle on a reasonable basis any disputes with Customers arising from Expert Content sold via the Content Hub and Content Provider hereby agrees to accept BLOSS’s decision in relation to such claims and exchange Expert Content or give refunds in accordance with BLOSS’s decision payments to the Customer and the provisions of clause 10.5 shall apply.
3.7 BLOSS has the right to remove, delay, suspend or immediately terminate any Contract or Sale or Listing if Content Provider is in breach of the BLOSS Terms.
4 Content Provider’s use of Content Hub
4.1 BLOSS grants Content Provider a limited non-transferable license to make use of the Content Hub, in accordance with this Agreement and the BLOSS Terms.
4.2 Content Provider accepts and acknowledges that the Content Hub is provided on an ‘as-is’ basis and expressly subject to the disclaimer in clause 4.3. BLOSS does not warrant that the use of the Content Hub will be uninterrupted or error-free.
4.3 All conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into the licence detailed in 4.1 or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
4.4 Content Provider will not interfere or attempt to interfere (directly or indirectly) with the working of the Content Hub to include the circumvention of security, license controls, and will not hack into, tamper with or in any other manner disrupt the Content Hub or any associated software or device.
4.5 Notwithstanding any provision of this Agreement, BLOSS has the right in its sole discretion to determine the content, appearance, design, functionality and all other aspects of the Content Hub and BLOSS reserves the right to alter the Content Hub layout, process or format at any time.
4.6 Content Provider shall trade on the Content Hub under the Content Provider Name or such other trade name to be approved in writing by BLOSS.
4.7 Content Provider acknowledges that the services provided via the Content Hub are dependent upon Content Provider providing all necessary information and reasonable assistance.
4.8 Content Provider shall not: (a) use Content Hub or any of BLOSS’s services for any activity that is unlawful under any Applicable Laws; (b) use BLOSS’s services to send, list, distribute or otherwise divulge any material that is illegal, objectionable, misleading, false, defamatory, obscene, menacing, otherwise injurious or in breach of third-parties’ privacy or any Intellectual Property Rights; (c) do or omit to do anything that causes the Content Hub or any of BLOSS’s other services to be interrupted, damaged or impaired; (d) take any action that imposes or may impose an unreasonable or disproportionately large load on BLOSS’s infrastructure;
(e) send, list, distribute or use any material that contains viruses, commercial solicitation (including URLs for websites), adwares, chain letters, mass mailings or any ‘spam’; or (f) transfer its account to another party without BLOSS’s prior consent.
5.1 In order to use the Content Hub, Content Provider must be registered as a seller on the Content Hub and agree to abide without restriction to this Agreement and the BLOSS Terms.
5.2 Content Provider warrants that any information that it provides to BLOSS as part of the registration process and at any other time is true, correct and complete and that it will notify BLOSS immediately if any part of this information changes.
5.3 Content Provider will be provided with access to the Content Hub content area. The log in details provided will be personal to Content Provider, these details must not be transferred to any third-party or person other than
those authorised to use the Content Hub back office. At all times Content Provider is responsible for maintaining the security and secrecy of this information. BLOSS, must be notified immediately if Content Provider becomes aware that any unauthorised person had gained access to these details. Unless Content Provider has notified BLOSS in writing of such a risk or breach it will be assumed that any activity that occurs using Content Provider’s log in details have been carried out by Content Provider. BLOSS reserves the right to suspend or disable Content Provider’s log in details immediately if there is a belief of any risk to the security or integrity of the Content Hub.
6 Selection of Expert Content
6.1 Content Provider accepts and acknowledges that BLOSS’s written approval shall be required of Content Provider’s content before it is made available or sold as Expert Content by the Content Provider via the Content Hub.
6.2 Content Provider shall at all times create sufficient quantities of Expert Content to meet demand without delay or interruption. Content Provider hereby guarantees to fulfil, in accordance with this Agreement, the Order for any Expert Content sold via the Content Hub. Should there be any issues with any Orders, BLOSS reserves the right to suspend the Content
Provider from the Content Hub until the issue is identified and resolved to BLOSS’s satisfaction. Expert Content shall at all times remain the property of Content Provider which shall be responsible for any losses, however arising.
6.3 Content Provider shall ensure that the Expert Content shall: (a) correspond with their description and any applicable Expert Content Specification; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Content Provider or made known to BLOSS and/or Customers by Content Provider expressly or by implication; (c) comply with Applicable Laws.
6.4 Content Provider warrants that the Expert Content: (a) will not infringe any third party’s Intellectual Property Rights; (b) is not defamatory, libellous, obscene, or otherwise unlawful; (c) does not violate any Applicable Laws; and (d) does not, to the best of its knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with,
surreptitiously intercept, or expropriate any system, data or personal information.
6.5 Content Provider 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 Agreement.
6.6 BLOSS shall have the right in its absolute discretion to veto the sale of any Expert Content on the Content Hub.
6.7 Lists shall only contain Expert Content that are owned by Content Provider and which Content Provider is able to licence to BLOSS and Customers.
6.8 Content Provider shall be responsible for providing the required Expert Content Specification and offer information in accordance with BLOSS’s requirements from time to time. Content Provider shall ensure that all descriptions of Expert Content and Expert Content Specifications are complete, accurate, complete and current, not deceptive or misleading and in compliance with Applicable Laws. Any items that are non-refundable must be clearly marked as such within the description or an equally appropriate area.
6.9 Content Provider will ensure that the offers/prices of Expert Content on the Content Hub are reasonably commensurate to those offered on Content Provider’s own website and any other online marketplace(s) that sell the Expert Content and that all promotions and offers made on such platforms are also made available on the Content Hub. Content Provider is solely responsible for ensuring the prices that it sets are correct. The Parties acknowledge that Content Provider is free to set its own prices.
6.10 All Expert Content prices provided for display on the Content Hub must be inclusive of all taxes and duties, and shipment timeframes must be clearly defined.
6.11 Content Provider shall allow BLOSS to access, copy, modify, transform or adapt its Expert Content catalogue into any format reasonably required for the purpose of this Agreement.
6.12 Content Provider accepts that Customers may ask direct enquiries via the Content Hub regarding its Expert Content or offers and commits to replying within 24 hours with the exception of a bank holiday when Content Provider commits to replying within 72 hours. Failure to comply with this clause 6.12 could result in Content Provider being suspended from the Content Hub.
7.1 Content Provider shall comply with all BLOSS’s procedures, including policies relating to the delivery and download of Expert Content and comply with BLOSS’s requirements in respect of trading standards matters.
7.2 The Content Hub shall promptly relay Order details to Content Provider in respect of each Contract of Sale. The Expert Content will then be made available for download/access to the applicable Customer.
7.3 Content Provider acknowledges it is Content Provider and not BLOSS that is the seller and supplier of all Expert Content Listed and it is solely responsible for fulfilment and costs of the Listing, pricing, imagery, and aftercare of all Expert Content, advertising and marketing and will comply with all Applicable Laws in fulfilling these requirements.
7.4 Content Provider shall not communicate directly with Customers apart from to facilitate the dispatch of Expert Content, facilitate refunds or answer queries about Expert Content or Orders. For the avoidance of doubt, Content Provider should not communicate with the Customers post purchase for marketing purposes.
7.5 Content Provider accepts that Customers may ask direct enquiries via the Content Hub regarding delivery, return, conditions, and all other such enquiries and commits to replying within one Business Day.
8.1 Content Provider shall be responsible for accepting and processing cancellation of Sales Contracts in accordance of the terms of this Agreement and Applicable Laws.
8.2 Content Provider will notify BLOSS via the Content Hub within one Business Day of receiving a cancellation of a Sales Contract. BLOSS shall, via the Content Hub, make any such refund payments to the Customer and the provisions of clause 10 shall apply.
9.1 Content Provider shall be liable for and indemnify BLOSS against any expense, liability, loss, claim, or proceedings incurred by BLOSS howsoever arising as a result of a default by Content Provider of the terms of this Agreement or from the activities and operations of Content Provider, its employees, agents, invitees or licensees unless due to the default of BLOSS or its employees. During the Term, and for 2 years thereafter, Content Provider is required to arrange insurance in its name (in accordance with clause 9.2) against those of the risks assumed under this Agreement and for at least the amounts that are set out in clause 9.2 and, if required, produce evidence of such insurance and premium payments to BLOSS upon demand. 9.2 Any insurance policy or policies: (a) shall be with insurers of good repute on terms reasonably acceptable to BLOSS; (b) for all risks of physical loss, destruction or damage to property (including terrorism) shall be for amounts sufficient to cover the maximum values at risk on stock; (c) for employer’s Liability insurance shall be for an indemnity of £5,000,000 any one incident, including an “indemnity to principals” clause; (d) for Public and Expert Content Liability insurance shall be for an indemnity of £5,000,000 for any one Public Liability incident and £5,000,000 in the aggregate in respect of Expert Content Liability, and shall include an ‘indemnity to principals’ clause or any equivalent clause.
10 Collection of Net Income and Commission
10.1 BLOSS, solely in furtherance of its role as detailed in clause 3, shall collect the monies from sales of Expert Content to Customers via the Content Hub.
10.2 BLOSS shall be entitled to retain the Commission and shall pay to Content Provider the Balance in arears (in pounds sterling at the then prevailing exchange rate) on the twentieth day of the calendar month following the calendar month during which the corresponding Order was made.
10.3 If any dispute arises as to the Balance payable by BLOSS to Content Provider, the same shall be referred to BLOSS’s auditors for settlement and their certificate shall be final and binding on both Parties.
10.4 BLOSS shall be responsible for accounting for Sales Tax to the Tax Authorities.
10.5 If the actual Net Income falls short of the anticipated Net Income (for example, due to discounts, cancellation of Sales Contracts or refunds), BLOSS shall notify Content Provider in writing of the amount of such a shortfall and Content Provider shall, within 14 days of such notification, pay to BLOSS a sum equal to the difference in the Balance paid to Content Provider and Balance that should have been due as a result of the reduction in the Net Income or, alternatively, BLOSS may at its option deduct such amount from sums next payable to Content Provider .
10.6 BLOSS may at any time, without notice to Content Provider, set off any liability of Content Provider to BLOSS against any liability of BLOSS to Content Provider, whether liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by BLOSS of its rights under this clause 10.6 shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise
11 Content Provider Content, promotions and advertising
11.1 Content Provider shall bear the cost of creation of the Content Provider Content and uploading Content Provider Content or providing the Content Provider Content to BLOSS for uploading (as agreed from time to time with BLOSS) and for maintaining and improving its offers. The design, specification and installation of the Content Provider Content shall comply fully with BLOSS’s requirements from time to time. Any deviations from such requirements shall require the prior approval of BLOSS in writing
11.2 BLOSS shall provide Content Provider with reasonable notice of the commencement date of its proposed sales or special promotions periods on the Content Hub and Content Provider shall support the BLOSS sales or
special promotions with concurrent sales or special promotions of its own Expert Content. Unless otherwise agreed in writing by the Parties, any percentage discounts shall be applied to the Expert Content price and the Commission received by BLOSS shall reduce by a corresponding percentage.
11.3 All advertising of the Expert Content that refers to the Content Hub shall be subject to the prior written approval of BLOSS and Content Provider shall retain sole responsibility for compliance with all Applicable Laws and the cost of all such advertising.
11.4 The Parties shall organise and actively promote the distribution of the Expert Content and the Content Hub in order to increase sales.
12 Intellectual Property Rights
12.1 Content Provider shall retain ownership of all Intellectual Property Rights relating to Content Provider, the Content Provider Name and the Content Provider Content (including the Expert Content). Content Provider warrants that it owns the Intellectual Property Rights to publish the Content Provider Name, use all Content Provider Content (including the Expert Content) and to sell and promote the Expert Content.
12.2 Content Provider grants to BLOSS a worldwide, royalty free, non-exclusive licence to use the Content Provider Name and Content Provider Content (including the Expert Content) for the provision of the Expert Content via the Content Hub and related services, to comply with its obligations under this Agreement and for press and marketing purposes surrounding the Content Hub and Expert Content in accordance with this Agreement.
12.3 BLOSS shall retain ownership of all Intellectual Property Rights relating to BLOSS and the Content Hub.
12.4 Content Provider shall not copy, translate, republish, mirror, reproduce, modify, adapt, reverse engineer, create derivative works from, extract or utilise parts of the contents of the Content Hub or frame or use framing techniques to enclose any trademark, logo or other proprietary Intellectual Property Rights (including images, text, page layout or form) of BLOSS, use any meta tags or other “hidden text” incorporating any of BLOSS’s Intellectual Property Rights;. The use of data mining, robots, any software or similar data gathering and extraction tools to extract for re-utilisation of any substantial parts of the Content Hub constitutes a violation of BLOSS’s Intellectual Property Rights.
12.5 Nothing in this Agreement will cause any Intellectual Property Rights owned by one Party to be transferred to the other.
13.1 Content Provider shall keep BLOSS indemnified against all liabilities, costs, expenses, damages and losses (including 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 professional costs and expenses) suffered or incurred by BLOSS as a result of or in connection with:
(a) any claim made against BLOSS for actual or alleged infringement of a third-party’s Intellectual Property Rights arising out of or in connection with the sale, supply or use of the Expert Content; (b) any claim made against BLOSS by a third-party for death, personal injury or damage to property arising out of or in connection with the Expert Content; and (c) any claim made against BLOSS by a third-party arising out of or in connection with the supply of the Expert Content, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by Content Provider, its employees, agents or subcontractors.
14.1 Each Party undertakes that it shall not at any time during the Agreement disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 14.2.
14.2 Each Party may disclose the other Party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 14.2; and (b) as may be required by Applicable Laws.
14.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Agreement.
15 Limitation of Liability
15.1 BLOSS shall not be liable to Content Provider under this Agreement for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result or breach or non-performance of this Agreement due to a Force Majeure Event.
15.2 Subject to clause 15.4, under no circumstances shall BLOSS be liable to Content Provider for any of the following, whether in contract, tort (including negligence) or otherwise: (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; (g) indirect or consequential loss; or (g) loss or damage to stock.
15.3 Subject to clause 15.4, BLOSS’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of BLOSS’s obligations under this Agreement, in respect of any one or more incidents or occurrences during the Term, shall be limited to a sum equal to the aggregate of the Commission retained by BLOSS in the 12 months prior to the applicable claim
15.4 Neither Party excludes or limits its liability to the other Party for death or personal injury caused by its negligence, or in respect of any other liability to the extent that it cannot be excluded or limited as a matter of law.
16 Data Protection
16.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause16 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
16.2 Content Provider is not permitted to capture Customer data or to contact any Customer directly for any reason other than resolving a query raised through the Content Hub. All capture and storage of data shall be in strict compliance with the Data Protection Legislation.
16.3 Content Provider is responsible for ensuring compliance with its respective obligations under Data Protection Legislation in respect of the processing of Customer personal data.
17.1 Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if: (a) the other Party commits a material breach of its obligations under the Agreement and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so; (b) the other Party becomes insolvent, has appointed a receiver, administrative receiver or administrator of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, or is the subject of a resolution passed for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction); or (c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business
17.2 BLOSS, without affecting any other right or remedy available to it, may terminate this Agreement with immediate effect by giving written notice if (i) Content Provider’s financial position deteriorates to such an extent that in BLOSS’s opinion Content Provider’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or (ii) in BLOSS’s reasonable opinion, Content Provider or the Expert Content has breached any of BLOSS’s policies from time to time.
18 Consequences of Termination
18.1 Upon termination or expiry of the Agreement: (a) all rights and licenses granted to Content Provider under this Agreement (including the right to access and use the Content Hub) shall immediately cease; (b) Content Provider shall fulfil any Order prior to the date of such termination or expiry; (c) BLOSS shall continue to be entitled to retain any Commission on Expert Content sold prior to such termination or expiry and shall account to Content Provider for any Balance due on any such Expert Content sales.
18.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
18.3 Any provision of the Agreement that expressly or impliedly is intended to have effect after termination or expiry shall continue in full force and effect
19 Force Majeure
19.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from a Force Majeure Event. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the Party not affected may terminate this Agreement by giving 7 days’ written notice to the affected Party.
20.1 Assignment and other dealings. (a) BLOSS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement; (b) Content Provider shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of BLOSS.
20.2 Subcontracting. Content Provider may not subcontract any or all of its rights or obligations under the Agreement without the prior written consent of BLOSS. If BLOSS consents to any subcontracting by Content Provider, Content Provider shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
20.3 Notices. (a) Any notice or other communication given to a Party under or in connection with the Agreement shall be in writing, addressed to that Party at its registered office or such other address as that Party may have specified to the other Party in the Registration Page, and shall be delivered personally, or sent by pre-paid first class post or other next Business Day delivery service, commercial courier, or email; (b) A notice or other
communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.3(a); if sent by pre-paid first class post or other next Business 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; (c) This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
20.4 Severance. If any provision or part-provision of the Agreement 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 Agreement.
20.5 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.6 No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
20.7 Entire agreement. (a) The Agreement 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; (b) Each Party acknowledges that in entering into the 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 the Agreement. Each Party agrees that it shall have no claim for negligent misrepresentation based on any statement in the Agreement.
20.8 Third-party rights. No one other than a Party to the Agreement and their permitted assignees shall have any right to enforce any of its terms.
20.9 Variation. Except as set out in these Terms and Conditions, no variation of the Agreement shall be effective unless it is agreed in writing and signed by the Parties (or their authorised representatives).
20.10 Governing law. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The United Nations Convention on Agreements for the International Sale of Expert Content is hereby excluded in its entirety from application to this Sales Agreement
20.11 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.