Terms & Conditions

TERMS & CONDITIONS FOR THE SUPPLY OF SERVICES BY THE PROPERTY LADDER GROUP LTD 1. CONTACT & INFORMATION ABOUT US

1.1  We are The Property Ladder Group Ltd a company registered in England and Wales with company registration number 12346979 and a registered office address of 122 Feering Hill, Feering, Colchester, Essex, CO5 9PY and a contact address of Martells Barn, Slough Lane, Ardleigh, Essex, CO7 7RU (“we”, “us”, “our”, “company” and any related references). Please only contact us on our contact address as set out above. Our registered VAT number is GB 339 2411 09. You can contact us by telephoning our customer service team at 0330 1247434, by writing to us at info@theplgroup.co.uk or to the above contact address only. Items sent to our registered office address will not be deemed as received.

1.2  If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or when you requested services from us.

1.3  When we use the words “writing” or “written” in these terms and conditions, this includes emails.

2. THESE TERMS & CONDITIONS

2.1  These are the terms and conditions on which we supply services to you, as our customer or anyone requesting services be performed by us (“you”, “customer” or any related references). The services we offer and provide shall include but are not limited to: property valuations, sales, insurance, clearance and related services, which we provide to both businesses (such as but not limited to: law firms and housebuilders across the UK) as well as individual consumers of the general public. We are also able to offer a service of a referral to selected companies/mortgage providers who can then offer you financial support in the form of mortgages and mortgage services. Any reference in these terms and conditions to ‘services’ shall include the above but not be limited to the above and we shall be permitted to offer any other services that we deem appropriate or are able to offer, in our sole discretion. The precise services to be provided to you shall be confirmed during the order process for the avoidance of any doubt.

2.2  Please read these terms and conditions carefully before you submit your order to us or request that we supply services to you (reference in these terms and conditions to “order” shall be interpreted to include any request from you for the supply of services by us – in whatever format, whether via telephone, email or via app). These terms and conditions tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms and conditions or require any changes, please contact us to discuss.

2.3  In some areas you will have different rights under these terms and conditions depending on whether you are a business or consumer. You are a consumer if: you are an individual, or you are buying services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

2.4  If you are a business customer these terms and conditions constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and conditions and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

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3. OUR CONTRACT WITH YOU

3.1  Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2  If we are unable to accept your order, we will inform you of this and will not charge you for the services. This might be because of (but not limited to) unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the services or because we are unable to meet a performance deadline you have specified.

3.3  Our website is solely for the promotion of our services in the UK and we only supply our services in the UK. Unfortunately, we do not accept orders from addresses outside the UK.

4. OUR SERVICES

4.1 The descriptions of the services on our website or in any other promotional materials of ours are for illustrative purposes only. Although we have made every effort to display/describe the services accurately, we cannot guarantee that they fully and accurately reflects the services. Your services may vary slightly from those descriptions but will not differ materially or affect the services to be provided. The remit of the services will be confirmed to you during the order process.

5. INSURANCE PRODUCT

5.1  We may, in our sole discretion, and if you wish for us to manage you property/properties for you as part of the services to be provide subject to these conditions, offer you an insurance product as part of said services we provide to you pursuant to these conditions, such insurance product to cover vacant property cover and/or content-only cover (as determined by us in our sole discretion based upon your requirements and requests) (“Insurance Product”). Such Insurance Product is offered at our discretion and may be removed, varied or otherwise amended in our sole discretion and without the need for notice to be provided to you whatsoever.

5.2  The Insurance Product is a blanket policy and despite the provision of this to you by us as set out above, remains our sole property and we shall have sole entitlement and control of the Insurance Product.

5.3  The Insurance Product remains at all times, subject to the control of the provider (as set out herein) and should they amend, withdraw, vary or otherwise change the Insurance Product we are under no obligation to extend the same to you and can amend, withdraw or otherwise deal with the Insurance Product as we so desired in light of the provider’s dealings with this.

5.4  Should the Insurance Product be provided to you by us, you will at no point own the Insurance Product which shall remain our sole ownership throughout – any provision of the Insurance Product to you will entail your being covered by the Insurance Product as a form of over provided to us and therefore, extended to over you only. We will only offer the Insurance Product to you if you are instructing us to assist in the ongoing management of the property which is to be subject of the Insurance Product or have this otherwise extended to cover said property in question – it shall cover no other personnel or property whatsoever.

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5.5  We are not insurance brokers and do not sell insurance and therefore, we are not at liberty to recommend the Insurance Product to you, nor advise you on this whatsoever – we are not carrying out any form of regulated activity whatsoever.

5.6  The Insurance Product is provided by Marsh directly to us only.

5.7  Regardless of when the Insurance Product is offered to you and your property/properties added/removed from its cover accordingly (as determined by us in our sole discretion), you must pay a full months cover to us and we shall be entitled to invoice for this at our discretion, such invoice to be paid by you within 30 days of its being submitted.

5.8  Should the Insurance Product be offered to you and any claim be required in relation to your property/properties specifically covered by this, we shall control any such claims in full and have full conduct and control of this, including authority to commence, waive, release, settle, withdraw, progress or otherwise deal with any claim as we choose in our sole discretion.

6. YOUR RIGHTS TO MAKE CHANGES

6.1 If you wish to make a change to the services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7. OUR RIGHTS TO MAKE CHANGES

7.1  We may change the services and these terms and conditions: to reflect changes in relevant laws and regulatory requirements; and/or to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the services.

7.2  We may make material changes to these terms and conditions or the services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any services paid for but not received.

8. PROVIDING THE SERVICES

8.1 During the order process we will let you know when we will provide the services to you. If the services are ongoing services, we will also tell you during the order process when and how you can end the contract.

(a)  If the services are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process but time shall not be of the essence in any respect.

(b)  If the services are ongoing services. We will supply the services to you until the services are completed or you end the contract as described in section 10 of these terms and conditions or we end the contract by written notice to you as described in section 9 of these terms and conditions.

8.2 We reserve the right to charge you an administration fee for the arranging of any additional works on the property in question, at a rate of £25.00. Should you require items or paperwork

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to be forwarded or sent to you, we again reserve the right to change postage/delivery of such items again in our sole discretion.

8.3  If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and section 9.2 will apply.

8.4  We may need certain information from you so that we can supply the services to you. If so, this will have been stated in the description of the services on our website or at the time your order was confirmed by us. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and section 9.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

8.5  If our supply of the services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any services you have paid for but not received.

8.6  We may have to suspend the supply of a services to: deal with technical problems or make minor technical changes; update the services to reflect changes in relevant laws and regulatory requirements; and/or make changes to the services as requested by you or notified by us to you (see section 7).

8.7  If you do not pay us for the services when you are supposed to (see section 14.7) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the services. We will not suspend the services where you dispute the unpaid invoice (see section 14.9). We will not charge you for the services during the period for which they are suspended. As well as suspending the services we can also charge you interest on your overdue payments in accordance with section 14.9.

8.8  We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than 3 months in any 6 month period we will adjust the price so that you do not pay for services while they are suspended. You may contact us to end the contract for a services if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 6 months and we will refund any sums you have paid in advance for the services in respect of the period after you end the contract.

9. OUR RIGHTS TO END THE CONTRACT

9.1 We may end the contract for services at any time by writing to you if: you do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due; you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services; you ask us to carry out or perform anything which we deemed (in our sole discretion) to be illegal, unlawful, unethical or

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inappropriate; or you do not, within a reasonable time, allow us access to your premises to supply the services.

9.2  If we end the contract in the situations set out in section 9.1 we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

9.3  We may write to you to let you know that we are going to stop providing the services. We will let you know at least 2 weeks in advance of our stopping the supply of the services and will refund any sums you have paid in advance for services which will not be provided.

10. YOUR RIGHTS TO END THE CONTRACT

Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer.

10.1 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any services which have not been provided and you may also be entitled to compensation. The reasons are:

(a)  we have told you about an upcoming change to the services or these terms and conditions which you do not agree to (see section 7.2);

(b)  we have told you about an error in the price or description of the services you have ordered and you do not wish to proceed;

(c)  there is a risk that supply of the services may be significantly delayed because of events outside our control;

(d)  we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 6 months; or

(e)  you have a legal right to end the contract because of something we have done wrong.

10.2  Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most services bought online (including via email) over the phone or otherwise at a distance you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms and conditions. This right does not apply where the services are to be provided within 14 days of the date your order is accepted as requested by you.

10.3  Your right as an individual consumer to change your mind does not apply in respect of services, once these have been completed, even if the cancellation period is still running or where these are to be provided within 14 days of your order being accepted by us as set out above. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.

10.4  If you are an individual consumer how long you have to change your mind depends on what you have ordered and how it is performed.

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(a) Have you bought services? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running or where the services are to be provided within 14 days of our acceptance of your order as per your request, you cannot change your mind. If you cancel after we have started the services or where the services are to be provided within 14 days of our accepting your order, you must pay us for the services provided up until the time you tell us that you have changed your mind or otherwise reimburse us for the time spent as compensation in preparation of the supply of the services.

10.5  Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see section 10.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for services not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the costs we will incur as a result of your ending the contract.

10.6  Where you are instructing us in a capacity of: solicitor, solicitor genealogist, probate house/practitioner, owner of the property in question that services are required in respect of and/or executor (or any similar or related capacities) you will be 100% responsible for all of our fees, costs and expenses even in circumstances where you are disinstructed or otherwise have any instructions or remit changed in any way whatsoever by the end-client or owner of the property in question or where any other form of solicitor, property agent, company or entity (including individual person) is used to market, sell or otherwise deal with the property in question and/or perform (whether in whole or in part) any element of the services that we have previously been requested to provide (again either in whole or in part).

10.7  In light of the content of clause 10.6 above, you agree to indemnify us and us keep indemnified from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by us and/or arising from any of the circumstances arising under clause 10.6 of these terms and conditions on any grounds and in any amount as determined by us in our sole discretion.

11. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)

11.1  To end the contract with us, please let us know by contacting us by one of the methods set out in section 1 of these terms and conditions at our contact address only if you wish to contact us in writing. Please provide your name, home address, details of the order and any order number (details of what you bought, when you ordered or received) and, where available, your phone number and email address.

11.2  If you are entitled to a refund under these terms and conditions we will refund you the price you paid for the services, by the method you used for payment. However, we may make deductions from the price, as described below.

11.3  If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind or for any sums incurred in preparing for the provision

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of the services in question. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

11.4  We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.

11.5  Any dis-instruction of us from the provisions of services or otherwise, at any time, will automatically result in all invoices rendered and outstanding, due or otherwise to be raised for services we have provided to you (whether in whole or in part), becoming immediately due and payable in full by you. We shall also be permitted to invoice in full for all services performed or part-performed up to and including the date of formal dis-instruction by you (being the date we receive such notice of dis-instruction for the avoidance of doubt) in respect of which no invoice has been raised and again, once raised, invoice(s) for such part-performed services shall be immediately due and payable by you.

12. IF THERE IS A PROBLEM WITH THE SERVICES

12.1 If you have any questions or complaints about the services, please contact us using the information within section 1 of these terms and conditions.

13. YOUR RIGHTS IN RESPECT OF DEFECTIVE SERVICES IF YOU ARE A CONSUMER

13.1 If you are an individual consumer we are under a legal duty to supply services that are in conformity with this contract. There is no such duty or right in respect of business customers. See the box below for a summary of your key legal rights in relation to the services. Nothing in these terms and conditions will affect your legal rights.

14. PRICE AND PAYMENT

14.1 The price of the services (which excludes VAT and therefore, any prices for the services will need to have VAT added to it) will be the price indicated on the order pages when you placed your order or otherwise confirmed to you by us at the time we accepted your order. We take all reasonable care to ensure that the price of the services advised to you is correct. However please see section 14.6 for what happens if we discover an error in the price of the services you order.

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14.2  In relation to any appointments cancelled or not attend by you (or your representative) or in the case of a business client, by a client representative for any reason whatsoever (including but not limited to those which result in any of the services not being able to be carried out), these shall incur a charge of £75 plus VAT for each appointment cancelled or not attended after the second appointment cancelled or not attended to (i.e. such cancellation charges commencing on the third cancellation or non-attendance of an appointment) and the same charge shall be levied for each cancelled or non-attended appointment thereafter.

14.3  In addition to those charges on cancellation as set out in clause 14.2, any cancellation charges arising or otherwise charged by any third party as a director or indirect result of the circumstances set out in clause 14.2, will also be passed on to you for payment.

14.4  We may, in our sole discretion, be permitted, as a condition of our engagement to provide the services, require an upfront payment/deposit to ensure the costs of essential extras and other charges are covered as a minimum at the outset. The applicability and amount of such deposit shall be determined by us on a case by case basis in our sole discretion. Where we deem this to apply, no services can begin and we shall have no liability to you to perform the services in question whatsoever, until this is paid in full to us.

14.5  If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.

14.6  It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the services’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.

14.7  We accept payment with all major debit cards as well as by bank transfer. We will invoice you for the price of the services when we have completed them. You must pay each invoice within the date stated therein or otherwise confirmed by us to you.

14.8  If you are a business customer you must pay all amounts due to us under these terms and conditions in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

14.9  If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time as well as a late payment administration fee of £100 plus VAT. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

14.10  If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

14.11  If you request at any point in time, a deferred payment of invoices raised, to be raised or otherwise due to be paid by you to us, or the deferral of any payments due or to be due to be paid by you to us, we may, in our sole discretion, accept or reject (either in whole or in part)

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such a request, and/or impose any conditions on any such acceptance (either in whole or in part) and may revoke or otherwise cancel any such arrangement in our sole discretion, at any time and without reason, but we will provide you with notice should this be the case.

14.12 Should we accept such a request from you for deferral of invoices and/or payments as set out in clause 14.11 above, this will, result in your incurring and being liable to pay to us, interest on our invoices and fees, at a rate of either:

(a)  10% plus VAT on top of the invoice amount(s) (including all invoices outstanding, due or in issue throughout our instruction and engagement) should the payment(s) in question be paid before completion of the property sale (i.e. upon Grant of Probate, Grant of Probate being issued and funds becoming accessible); or

(b)  15% plus VAT on top of the invoice amount(s) (including all invoices outstanding, due or in issue throughout our instruction and engagement) should the payment(s) in question be paid on completion of the property sale.

Interest under this clause shall accrue on a weekly basis from the due date until the date of actual payment of the amount(s) in question. You must pay us interest together with any amount invoiced or otherwise due.

14.13  Any deferred payments proposed in accordance with the provisions of these terms and conditions must be agreed by us in writing in order to be binding and remain subject at all times to our ultimate discretion in all regards. Furthermore, any such deferred payments agreed by us in accordance with these terms and conditions, will be based on an initial duration timescale for such deferred payments of no more than 3 months, with reviews of any deferred payments, payment schedules or otherwise being conducted by us in our sole discretion, throughout. Any extension of deferred payment arrangements beyond this initial 3 month period (or shorter if we so deem in our sole discretion and based upon the deferred payment period we may agree again in our sole discretion) shall be at our sole discretion and confirmed in writing to you, if so agreed.

14.14  Should you engage us to provide services without providing any funds on account, this must be declared by you in writing on or prior to your engaging us for the provision of services.

14.15  We reserve the right to review any and every account on case by case basis, at our sole discretion in all respects (including but not limited to, duration, amounts or otherwise) and may at any time, revoke, amend or otherwise vary any such arrangements that are in place. This may result in full and/or immediate payment of our fees (including anticipated and/or future fees) becoming due should we notify you of this.

15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER

15.1  If we fail to comply with these terms and conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15.2  We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach

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of your legal rights in relation to the services as summarised at section 13.1; and for defective services under the Consumer Protection Act 1987.

15.3  If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre- existing faults or damage to your property that we discover while providing the services.

15.4  We are not liable for business losses. If you are a consumer we only supply the services to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in section 16.

15.5  We are not liable in any way to any third parties involved or otherwise engaged/consulted with in the provision of the services whatsoever.

16. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS

16.1  Nothing in these terms and conditions shall limit or exclude our liability for: death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; or any matter in respect of which it would be unlawful for us to exclude or restrict liability.

16.2  All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

16.3  Subject to section 16.1: we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the lower of 1,000,000 (in line with the our insurance limits or any amount actually paid out by our insurance company pursuant to said insurance policy) or the total sums paid by you for services under such contract.

17. HOW WE MAY USE YOUR PERSONAL INFORMATION

17.1 We will only use your personal information as set out in our privacy policy, a copy of which can be located on our website or is available on request.

18. OTHER IMPORTANT TERMS

18.1  We may transfer our rights and obligations under these terms and conditions to another organisation. We will always tell you if this happens and we will ensure that the transfer will not affect your rights under the contract.

18.2  You may only transfer your rights or your obligations under these terms and conditions to another person if we agree to this in writing. We may not agree and do not have to give a reason or be reasonable when considering whether or not to agree.

18.3  This contract is between you and us. No other person shall have any rights to enforce any of these (or its) terms and conditions.

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18.4  Each of the paragraphs of these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.5  If we do not insist immediately that you do anything you are required to do under these terms and conditions, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.

18.6  If you are a consumer, these terms and conditions are governed by English law and you can bring legal proceedings in respect of the services in the English courts.

18.7  If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.