TERMS OF SERVICE

These Terms of Service (we’ll refer to them as “Terms” from now on), set out the basis on which We Are Covert Limited will provide Services to you.

These Terms will apply rather than the Bid if there is any inconsistency between them (unless where these Terms specifically refer to different terms that may be set out in the Bid, in which case the terms set out in the Bid will take priority).

Where we have supplied a Bid for specific Services, this will be based on your brief. We shall be under no liability under a Bid nor will we begin providing the Services until we have your written approval of a Bid and an authorised member of our staff has confirmed acceptance of the Bid.

By approving a Bid, you will be accepting these Terms which cannot be amended without the agreement of both parties in writing.  Even if you do not sign these Terms, but you still ask us to provide the Services and the Deliverables, these Terms of Service will apply.

Any changes to the Agreement can only be made if they are agreed in writing and signed by both parties and they may result in changes to the Charges.

If you operate a purchase order system, the purchase order number must be provided promptly and we will not carry out any Services or deliver any Deliverables unless and until we have received a purchase order.  We will not be liable for any delays to the Services as a result of your delay in providing us with a purchase order. No standard terms which may be purported to apply to your purchase order will apply to the Agreement between you and us.

To make it a little easier to read this Agreement, we have defined some of the terms we use using capitalised terms. Their definitions are here:

“Animations” means original animation created by us or on our behalf for you;

“Animation Deliverables” means materials produced by us for you featuring Animation;

“Charges” means the charges payable to us by you for the Services, including fees and third party costs;

“Client”, “you” or “your” means the client whose details are set out in the Bid (which may be an advertiser, agency, or other commissioning entity acting on behalf of a third party);

“we”, “us”, “our” means We Are Covert Limited, a company registered in England and Wales with company number 10519115 whose registered office is at Second Floor, 3 Liverpool Gardens, Worthing, West Sussex, England, BN11 1TF, together with its/their assignees and successors in title;

“Our Materials” means ideas, methodology, analytical techniques, models, software, proprietary tools, applications and other know-how owned or developed by us independently of the Services, or during the provision of the Services provided they are of generic application and do not make use of your intellectual property rights or confidential information;

“Agreement” means the agreement between you and us in respect of the Services, which is made up of these Terms and each Bid;

“Creative Deliverables” means any original materials created by our staff on a bespoke basis for you in carrying out the Creative Services, excluding Photography and Animations;

“Creative Services” means strategic creative services;

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018 (and regulations made under them);

“Deliverables” means the Creative Deliverables, the Filmed Deliverables, the Photographic Deliverables, and the Animation Deliverables;

“Bid” means any estimate, statement of work, confirmation form or other document that details the Services and the Charges;

“Filmed Deliverables” means audio-visual content produced by us for you;

“Force Majeure Event” means any event which is outside the reasonable control of a party, even if it was foreseeable (including war or other action of military forces, terrorism, riot, civil commotion, vandalism, accident, government order, international/national/regional emergency, epidemic/pandemic, breakdown or damage to machinery or equipment or technology, fire, flood or the unavailability of transport or communications);

“Photographic Deliverables” means materials produced by us for you featuring Photography;

“Photography” means original photographs created by photographers engaged by us for you;

“Production” means the production of any Deliverables, including post-production where applicable;

“Services” means any services that are described in a Bid including Creative Services, services relating to any Production, post-production, and related services;

“Shoot Date” means the date(s) on which filming or Photography for any Production is due to take place, as set out in an Bid;

“Start Date” means the date on which the Services are due to begin as stated in the Bid.

“Third Party Rights” means Photography, music, talent, performances, Animations, illustration, content or other materials in relation to which the intellectual property or other rights are owned by a third party.

1. The Services
   
   1. In consideration of payment by you of the Charges, we shall provide the Services and deliver the Deliverables using our employees and/or freelance staff members.
   2. We may need to make changes to the Services and the Deliverables that are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services or Deliverables, and we shall notify you of any such changes.
   3. As part of our Services, we will often engage specialist third party suppliers, such as stock music libraries, record companies, talent, printers, venues, equipment hire, caterers etc.  We act as principal at law in all our contracts with our suppliers and we will obtain your written approval prior to contracting with the relevant supplier (and any supplier referred to in an Bid will be deemed to have been approved by you).  We shall use reasonable efforts to procure best commercial terms for you and we will proactively manage our suppliers to ensure that the Services are provided in accordance with the Agreement.
   4. However, you acknowledge that our suppliers are not under our direct control and it is not always possible to negotiate suppliers’ standard contract terms.  Therefore, we cannot guarantee that our contracts with our suppliers will exactly match the terms of this Agreement, and we will only be liable to you in respect of losses sustained by you as a result of the acts or omissions of our suppliers to the extent that we are able to recover those losses from our suppliers under our contracts with them.  You also acknowledge that we may be bound by specific service levels, rights of amendment, omission, cancellation, liability and other terms imposed by suppliers, and you in turn agree to be comply with those provisions as if they formed part of this Agreement.
   5. We will use reasonable skill and care in providing the Services, and we carry professional indemnity, public liability and employers’ liability insurance.  If specialist insurance cover is required in respect of the Services, such as production insurance, weather insurance or death & disgrace insurance, we shall only be responsible for arranging such insurance (to the extent that it is available) when expressly instructed to do so in writing by you and subject to you reimbursing us in respect of all applicable costs.  All details will be set out in the relevant Bid.
2. Co-operation
   
   1. You warrant that you are authorised to enter into the Agreement and that your signatory has authority to sign on your behalf.  You are responsible (on your own behalf and on behalf of any third party for whose benefit you may be engaging us and any third party acting on your behalf) for:
      
      1. meeting any dependencies set out in the Bid and fulfilling any specific responsibilities which are identified in the Bid as your responsibilities;
      2. providing us with all documents, information, materials and approvals (which shall not be unreasonably withheld or delayed) needed by us for the Services, in a timely manner and in the format requested by us;
      3. ensuring that you, your personnel, your products and/or services and the Deliverables comply with any applicable legislation or regulation (including in relation to health and safety during any Production or other event) at all times;
      4. maintaining appropriate insurance (including any specific insurances indicated in a Bid) in relation to the Services at all times;
      5. any contribution to the Services by you, including all personnel, content, information, props or equipment made available by you for the Services;
      6. your reliance on any advice or information we give to you in providing the Services;
      7. any risk that we notify to you and you accept in connection with the Services;
      8. any materials approved by you for publication or distribution; and
      9. you will indemnify us in respect of any and all loss, liability, costs (including reasonable legal costs) or damages incurred by us as a result of your failure to comply with any of the provisions of this clause 2.1 (except to the extent that we have contributed to that loss as a result of our own negligence or have failed to follow your reasonable and lawful instructions).
   2. We accept no liability in respect of any failure or delay on our part in providing the Services to the extent that such liability results from any failure on your part or that of any third party acting on your behalf to comply with your obligations under this Agreement, and additional charges may apply in such circumstances.
   3. Where you or any third party on whose behalf you have engaged us requires either to produce deliverables based on Deliverables produced under this Agreement or further production or post-production work on the Deliverables (including transfers for use for cinema exhibition), you shall promptly notify us and we shall be given a first opportunity to undertake such work if a reasonable and a competitive price can be agreed between you and us.
3. Charges
   
   1. Except where different arrangements are set out in the Bid, the fee element of the Charges is calculated by reference to our standard rate card from time to time, taking into account the time needed to complete the Services.  Any additional time required will be charged at our usual hourly rates.
   2. In addition to our fee, you will reimburse us for all third party costs incurred by us on your behalf, either as set out in the Bid or otherwise approved by you in writing in advance, including all purchases of production costs, engagement of talent, third party content licence fees, legal fees, travel expenses, studio and equipment hire, and other third party costs.
   3. You acknowledge that Production budgets may be subject to change.  We will obtain your approval in writing (which includes email) to any changes which occur prior to the start of any Production, but there may not be time for us to do so if the change occurs on the Shoot Date or otherwise during Production, and so we may rely on verbal approval from you in those circumstances.  We will provide you with a full breakdown of all additional fees and costs incurred in this way as soon as reasonably possible.
   4. Unless different arrangements are set out in the Bid, the Charges:
      
      1. do not cover services provided outside the United Kingdom, or local adaptation or translation costs and will be in Sterling;
      2. include three rounds of amendment or correction only; and
      3. include the grant of the usage rights and/or ownership as set out in clause 7, which means we will provide you with copies of the edited Deliverables once in final form, but the Charges do not include underlying files such as rushes or edit decision list (EDL) files, which can be provided on request and subject to payment of an additional fee calculated by reference to 30% of the total Charges paid in respect of the relevant project.
   5. All Charges are subject to value added tax (or equivalent applicable sales tax) which is payable in addition to the Charges at the applicable rate from time to time.
4. Invoicing and payment
   
   1. We will invoice you in respect of the Charges according to the payment schedule set out in the Bid and we will not make any financial commitment to any third party on your behalf unless and until we are in receipt of funds from you.  If no payment schedule is set out in the Bid then:
      
      1. 50% of the Charges will be invoiced in advance and must be paid before we can start providing the Services;
      2. the remaining 50% will be invoiced on completion together with any additional costs incurred by us on your behalf you’re your approval;  and
      3. invoices must be paid within 30 days.
   2. If the scope of the Services changes after we start work (for example if you change the brief or the production or edit schedule, or you require extra time or resource), this may result in additional costs which will be charged at our standard applicable rate and will be invoiced on completion of the Services and payable within 30 days of the date of the invoice.
   3. The actual cost to us of materials or services purchased overseas for the Deliverables may be more or less than the cost anticipated in the Bid as a result of fluctuations in the rate of currency exchange. If so, unless different arrangements are set out in the Bid, we reserve the right to charge you at the rate of currency exchange in operation on the date we pay for the relevant materials or services, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times.
   4. If payment is overdue, we have the right (in addition to any other right we may have and without liability to you) to stop all further work and/or charge interest at an annual rate of 4% above the rate of Barclays Bank plc on overdue sums, accruing on a daily basis from the date on which payment became overdue up to the date on which we receive the full outstanding amount together with all accrued interest.
   5. If you are engaging us on behalf of a third party, we will hold you, and not the third party, responsible for the Charges, and payment is not dependent on you receiving payment from the third party.
   6. In addition and without prejudice to any other liens rights or remedies to which we may be entitled we shall have a general lien on all of the Deliverables and your materials in our possession for any sums owed by you to us and we shall have the right to withhold delivery and retain possession of and to refuse access to any Deliverables or materials in our possession where payment of any sums owed by you to us (whether or not in relation to the goods withheld) is overdue. Should we opt to take advantage of this general lien, your obligation to insure the Deliverables and your materials remains and we accept no liability for loss or damage caused to the Deliverables or materials held under the terms of the general lien.
5. Postponement and cancellation of Productions and studio hire
   
   1. If you notify us in writing that you need to alter or postpone the schedule for Production/our Services, we will use our commercially reasonable efforts to agree new dates and you shall pay such unavoidable, additional costs incurred by us which are directly attributable to such alteration or postponement that we are unable to avoid or otherwise mitigate.  If a Production which has been postponed is not rescheduled within 21 days of receipt by us of your written notification of the postponement, the Production shall be deemed to have been cancelled on the 22^nd day following such notification, and all expenses already incurred by us will remain payable together with the balance of 50% of the Charges
   2. If you need to cancel any post-production Services at any time for any reason including a Force Majeure Event, you must notify us in writing and you shall pay us for all time already incurred by us at the point of cancellation according to our usual hourly rate.
   3. Any sums owing to us which were not already paid at the time of cancellation are payable within 5 working days.  Any refunds due will be made within 30 days.
6. Intellectual property
   
   1. Provided that we have received payment in full from you of all Charges due, we hereby assign to you by way of present and future assignment of present and future rights, all copyright and other intellectual property rights that we own and that are capable of assignment, in those Deliverables that are in final form and have been approved by you in writing.  This assignment expressly excludes Our Materials, Third Party Rights, and rights in relation to Photography and Animations, your use of which is subject to clauses 6.3, 6.4, 6.5 and 6.6 below.  The assignment is also conditional on you using the Deliverables in the markets and for the purposes anticipated by the relevant Bid only, and any other use is subject to payment by you to us of such reasonable compensation as we may agree.
   2. We will carry out industry standard due diligence in respect of the Creative Deliverables using freely available online resources but we shall not be under any obligation to carry out trade mark searches, copyright register searches or other formal rights clearance searches and nor shall we provide any advice in relation to other legal compliance issues.  Where we both agree that specialist advice is necessary in respect of the Creative Deliverables, you shall either obtain that advice at your own cost and your own risk, or we can obtain advice on your behalf at your pre-agreed cost and your risk.
   3. The Deliverables may feature Third Party Rights.  Unless the relevant Bid expressly states that we are responsible for obtaining permission from the owners of any Third Party Rights that are featured in the Deliverables, you shall be responsible for obtaining all necessary permissions, consents and licences in respect of the use of any Third Party Rights that are featured in the Deliverables.
   4. Where the Bid states that we are responsible for obtaining any necessary usage rights in respect of Third Party Rights, we shall, subject to payment by you of all Charges payable in respect of the relevant Third Party Rights, use reasonable efforts to obtain appropriate licences and consents in respect of the Third Party Rights to enable you to use the Third Party Rights in the media and territory set out in the Bid during the usage period set out in the Bid and subject to any other restrictions set out in the Bid or otherwise approved by you.  In the event that you, or any third party under your control or acting on your behalf or for whose benefit the Services are procured, uses such Third Party Rights outside the licence terms that you have approved, you will be responsible and liable for any fees, charges, interest or penalties payable in respect of such use and you shall indemnify us against any loss, damages, costs or compensation in respect of any claims made against us in respect of such unauthorised use.
   5. In the case of Photography, and unless different terms are set out in the Bid, all intellectual property and other rights in and to the Photography shall remain with the relevant photographer and there is no right to reject Photography on the basis of style, composition or otherwise.  Subject to payment in full by you of the Charges, we shall procure for you an exclusive, non-assignable, non-sublicensable licence to use the Photography in the Photographic Deliverables in the media and the territory set out in the Bid during the usage period set out in the Bid for any specific purpose and in respect of any specific products set out in the Bid only (the “Licence Terms”) and:
      
      1. any use of the Photography outside the Licence Terms is subject to our prior written approval and additional charges.  The licence granted in this clause 7.5 shall terminate immediately in the event of any use of the Photography outside the Licence Terms without our prior written approval or any failure on your part to make any payment owing to us under this Contract by the due date;
      2. unless set out in the Bid, the licence set out in this clause 6.5 does not include any right for you to use our company name or the photographer’s name, nor their image or likeness, whether for public relations purposes, in behind the scenes materials, or otherwise.  Any such usage is subject to our prior written approval and additional charges.
   6. In the case of any Animation exclusively designed, created and developed by us for inclusion in the Deliverables, and unless different terms are set out in the Bid, all intellectual property and other rights shall remain with us.  Subject to payment in full by you of the Charges, we hereby grant you an exclusive, worldwide, perpetual, irrevocable licence (with full right to sublicense) to use the Animation both in its entirety and in part in any audio-visual media (and including any lifts and stills for promotional purposes in unpaid media).  If you or any third party for whose benefit the Services are provided requires use of such Animation in any other media or for any other purpose, or you wish to modify the Animation, you must notify us in advance and any such additional use shall be subject to our prior written approval and additional charges.
   7. We retain all rights, title and interest in Our Materials.  You may use Our Materials for the specific purposes anticipated by the Bid, but you will not use Our Materials for any other purpose or activity without our prior written consent, or resell them or disclose them to any of our competitors.
   8. Any and all materials which are not in final form or are otherwise unused or unpublished, together with strategic plans and ideas prepared by us, shall remain our intellectual property and our confidential information, and shall not be used by you without our prior written consent, even if they are in your possession (including any materials prepared for you, which you reject or which you have not paid for).
   9. We shall retain all know how obtained in connection with providing our Services and nothing in this Agreement shall prevent us from using any know how, methodologies, strategic data, ideas or concepts acquired by us before or during the performance of our Services for any purpose, subject always to our obligations of confidentiality to you under clause 7.
   10. You agree that we may use the Deliverables (after first publication on your behalf) and refer to work carried out by us for you to promote our own business including but not limited to, in our credentials materials, on our website and social media channels, in press releases and for awards purposes.  Nothing in this Agreement shall prevent any photographer, animator, illustrator or other content provider engaged in the provision of the Services from using the Photography or their work in their portfolio at any time (after first publication on your behalf).
   11. You shall procure practicable and appropriate screen credits are given for Deliverables supplied by us where relevant and should be agreed by us.
7. Confidential information
   
   1. Neither you nor we shall, during or after the term of the Agreement disclose without the other’s prior written permission any confidential information concerning the other’s business, its business plans, know-how, pricing, customers, clients or associated companies.
   2. For the avoidance of doubt, the restrictions in clause 7.1 shall not prevent the disclosure or use of confidential information in the proper performance of our Services, the disclosure of confidential information if required by law, or the disclosure of confidential information which has come into the public domain otherwise than through unauthorised disclosure.
   3. You acknowledge that nothing in this Agreement shall affect our right to use as we see fit any general marketing or intelligence gained by us in the course of our appointment.
8. Data protection
   
   1. In performing our respective obligations under this Agreement, each of us agrees to comply with the requirements of the Data Protection Legislation at all times.
   2. If we are required to process personal data (as defined in the Data Protection Legislation) on your behalf in providing our Services to you, separate terms detailing the conditions on which we will process that personal data will be agreed in writing as required by the Data Protection Legislation, and we agree to process that personal data in accordance with your reasonable and lawful instructions, to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, and to take appropriate steps to ensure the security of the personal data and the reliability of any of our staff who have access to it.    
9. Liability
   
   1. We and you warrant that we are respectively authorised to enter into this Agreement and we will both act at all times in accordance with all applicable laws, regulations and industry standards which are relevant to our Services in the UK.
   2. Nothing in this Agreement shall exclude or limit either party’s liability for fraud or for death or personal injury arising from its negligence, or for any other liability which cannot be excluded or limited as a matter of law.
   3. Subject to this, each party’s liability to the other party is limited to the total fees (excluding third party costs) actually paid to us in respect of the relevant Services under the applicable Bid covering the event giving rise to liability.
   4. Neither party shall be liable for any of the following categories of loss, irrespective of how they arise and whether or not they are foreseeable, caused by tort (including negligence), breach of contract or otherwise:
      
      1. any liability for any loss of actual or anticipated income or profits, loss of contracts, loss of reputation, loss of revenues or loss of or corruption to data; or
      2. any special, indirect or consequential loss or damage of any kind.
   5. The Agreement states the full extent of our obligations and liabilities in respect of the Deliverables and the performance of our Services.  Any condition, warranty, representation or other term concerning our work and/or the performance of our Services or the Deliverables which might otherwise be implied into or incorporated in the Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law and we offer no guarantees in respect of the accuracy of any forecasts or marketplace effectiveness of the Services or the Deliverables as these matters are not within our control.
10. Term and termination
    
    1. Unless terminated sooner in accordance with this clause 10, or in accordance with any specific cancellation arrangements set out in these Terms or expressly set out in the Bid, each Bid shall continue until the later of completion of the Services set out in the relevant Bid, and the end of any agreed usage period relating to the Deliverables set out in the Bid.
    2. Either party may terminate the Agreement with immediate effect by giving written notice to other party if:
       
       1. 10.2.1.the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fifteen working days after being notified in writing to do so; or
       2. 10.2.2.the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
       3. 10.2.3.other party (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies, or if either party becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets or ceases or threatens to cease to carry on business.
    3. Any terms of the Agreement which by their nature shall have effect following expiry or termination shall continue in full force and effect except that all usage rights granted to you under the Agreement shall automatically cease if we terminate the Agreement in accordance with clause 10.2.  All of the parties’ rights and obligations under the Agreement shall remain in full force and effect during any applicable notice period, including your obligation to pay the Charges in full, even if you ask us to stop work early.
11. Force majeure
    
    1. Neither party will be in breach of the Agreement or otherwise liable to the other party to the extent that it is prevented from, or hindered or delayed in, meeting its obligations (other than payment obligations) by a Force Majeure Event.  If it becomes necessary to postpone, cancel or relocate any element of the Services as a result of a Force Majeure Event then we shall be entitled to recover from you any unavoidable additional costs incurred by us which are directly attributable to the postponement, cancellation or relocation as well as any third party costs and expenses that were already committed and that we are unable to mitigate.  You will also pay us a reasonable fee in respect of Services carried out by us up to the date of any postponement or cancellation, and in the case of postponement, our remaining fee shall be payable in full once the Services resume.  If the Force Majeure Event continues for more than 30 consecutive days:
       
       1. 11.1.1.any postponed Services which have not been resumed shall be treated as cancelled on the 31^st day following the postponement; and
       2. 11.1.2.either party may terminate the Agreement with immediate effect by giving written notice to the other party.
12. General
    
    1. The Agreement contains all the terms agreed between the parties and supersedes all previous agreements and undertakings between us, whether oral or written.
    2. We may assign or license any or all of our rights and obligations under the Agreement to any third party. You shall not be entitled to assign or sub-license your rights or obligations under this Agreement.
    3. We may without consent (but without reducing our obligations to you) sub-contract all or any of our rights and obligations to provide the Services.
    4. Except for our permitted assigns, a person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
    5. Our failure to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
    6. Any notice required under the Agreement must be in writing and given by hand or by post to the address given in the Bid (or other address notified) for the relevant party.  Any notice sent by post or courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 72 hours after dispatch.  Any notice sent by hand shall be deemed to have been delivered on the first working day following its dispatch.  Notice of any Dispute (as defined in clause 3), termination in accordance with clause 10, or legal proceedings, may not be served by email.
    7. Any reference in the Agreement to matters which must be agreed in writing includes email and digital signatures unless otherwise stated in the relevant provision.
    8. If any provision of these Terms is declared unenforceable or invalid such provision shall be deemed modified to the minimum extent necessary to render it enforceable and valid. The unenforceability or invalidity of any provision shall not affect any other provision of these Terms and shall continue in full force and effect and be continued and enforced accordingly.
    9. The headings in  these conditions  are  inserted  for  convenience  only  and  shall  not  affect  their interpretation and the words “include” and “including” shall be construed without limitation.
13. Dispute resolution

1. 1. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute”), the parties shall follow the procedure set out in this clause:

1. 1. 1. 13.1.1.either party shall give to the other written notice setting out full details of the Dispute (a “Dispute Notice”) together with all relevant supporting documents. On service of the Dispute Notice, the finance directors (or equivalent) for each party shall attempt in good faith to resolve the Dispute;

1. 1. 1. 13.1.2.if the finance directors (or equivalent) cannot resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the chief executive officers (or equivalent) of each party who shall attempt in good faith to resolve it; and

1. 1. 1. 13.1.3.if the chief executive officers (or equivalent) cannot resolve the Dispute within 30 days of the referral, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure and the mediator shall be nominated by CEDR unless otherwise agreed by the parties. To initiate the mediation, a party must serve notice in writing (a “Mediation Notice”) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the Mediation Notice.

1. 1. If the Dispute is not resolved within 60 days after service of the Mediation Notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that 60 day period, the Dispute shall be finally resolved by in accordance with clause 15 of the Contract.  Neither party may commence any court proceedings under clause 15 in relation to the whole or part of the Dispute before such time, provided that the right to issue proceedings is not prejudiced by a delay.
2. Law and jurisdiction
   
   1. The Agreement shall be governed by and construed in accordance with English law.  Any claim, dispute or difference which may arise out of or in connection with the Contract or the breach, termination, validity or subject matter of it shall be subject to the exclusive jurisdiction of the English Courts, save in respect of the enforcement of any debt or judgment, where such jurisdiction shall be non-exclusive.

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