Summary of Key Terms

Set out below is a brief summary of the key terms within these terms and conditions. These are condensed for ease of understanding but are not a substitute for reading the full terms and conditions below, which are the legally binding terms between your business and Railsbank Technology Ltd. (“Railsbank”) for use of the Railsbank “Live” technology platform.

  • Once onboarded, Railsbank will provide your business with access to a technology platform (via API) known as the “Live” platform, which enables you to access certain services that your business may request from time to time from certain banking, e-money, compliance and other service providers.
  • In return your business will pay Railsbank for use of the Live platform on a monthly basis, via a fixed monthly charge and a usage-based charge (which will flex from month to month depending on the amount you use the Live platform and any third party services available through the Live platform). The usage-based charge will consist of an amount that your business pays for Railsbank’s services, and an amount which your business pays third party service providers (via Railsbank) for use of their services via the Live platform.
  • Any services that your business chooses to receive from a third party service provider via the Live platform will be provided by that third party service provider to your business on the basis of a direct agreement between your business and the third party service provider. These direct agreements will be executed via your business agreeing to the third party service provider’s terms on the Live platform. Railsbank will have no liability or responsibility for any failure by a third party service provider to provide any services to your business, unless that failure is due to a breach by Railsbank of these terms and conditions.
  • In the event that these terms expire or are terminated, your use of the Live platform and any services you receive from third party providers through the Live platform will cease. You will need to enter into a new agreement with any third party providers to receive their services through another means other than the Live platform.
  • Railsbank makes no commitment that the Live platform will work for your purposes–your business must make its own assessment of the functionality available and if it works for your business needs and if it enables your business to comply with law and regulation.
  • You will use the Live platform only for your business purposes, and agree to do so in accordance with these terms and conditions.
  • The data that you place on the Live platform will be kept confidential and secure by us, but you agree that we can monitor that data to detect and prevent unlawful activity, and can use that data on an anonymised basis to carry out data analytics.
  • The duration of this agreement will depend on the pricing option you selected for your business when signing up to use the Live platform. If your business signed up for a fixed term, you will have the right to terminate your use of the Live platform on 90 days’ notice following the expiry of the fixed term. If your business signed up for a monthly contract, you will have the right to terminate your use of the Live platform on 90 days’ notice at any time.

Full Terms

These terms and conditions set out the terms on which Railsbank will provide access to users to the Railsbank “Live” platform (the “Railsbank Platform”), a technology platform which enables you to access (via an application programming interface (“API”)) certain services that your business may request from time to time from certain banking, e-money, compliance and other service providers which provide services via the Railsbank Platform (each a “Third Party Provider”).

Railsbank will provide your business (the “Customer”) with access to, and a profile on, the Railsbank Platform from which the Customer’s personnel will be able to access and use the Railsbank Platform’s functionality and access certain services provided by Third Party Providers which each Third Party Provider has agreed to provide to the Customer via a separate agreement directly between the Third Party Provider and the Customer (each a “ Direct Agreement ”).

These terms and conditions govern the provision and receipt of the Railsbank Platform (the “Agreement”) by your business and its personnel.

1. Term

1.1 The term of this Agreement shall commence on execution of this Agreement and continue:

(A) for those Customers which have signed up on a monthly contract, on a rolling calendar month-to-calendar month basis thereafter unless and until the Customer serves on Railsbank not less than 90 days’ prior written notice to terminate this Agreement (such termination to take effect at the end of the calendar month in which the notice expires); or

(B) for those Customers which have signed up on a fixed term contract, for the period selected by the Customer in the initial sign-up process (the “Initial Term” ), and continuing thereafter on a rolling 6 month basis unless and until the Customer, after the “initial Term”, serves on Railsbank not less than 90days’ prior written notice to terminate this Agreement (such termination to take effect at the end of the calendar month in which the notice expires),the relevant option being the “ Term ”.

2. Railsbank’s obligations

2.1 Subject to the terms of this Agreement and the Customer’s ongoing compliance with its obligations hereunder, Railsbank shall supply the Customer with access to the Railsbank Platform during the Term as may be changed or updated from time to time in Railsbank’s absolute discretion, and use reasonable endeavours to ensure that the Railsbank Platform is provided with 99.9% availability (excluding any periods of planned maintenance).

2.2 By accessing the Railsbank Platform the Customer agrees that it will be able to access certain services offered by Third Party Providers under Direct Agreements (“ Direct Services ”), subject always to the terms and conditions of the Direct Agreements.

2.3 Following a request to Railsbank by the Customer for access to the Railsbank Platform, Railsbank may (but is not obliged to) provide the Customer with security credentials which the Customer will need to access the Railsbank Platform. These will include a username, each Customer’s password and any other security and API information which the Customer requires in order to make use of the Railsbank Platform (the “Security Credentials”). In considering whether or not to issue Security Credentials to any potential Customers, Railsbank will consider its own internal onboarding requirements, but for the avoidance of doubt Railsbank may in its absolute discretion refuse to issue Security Credentials to any potential Customers and shall have no liability to any potential Customers for any such refusal.

2.4 Railsbank does not provide any financial services to the Customer that are regulated inthe UK, including for the avoidance of doubt, any regulated payments, e-money, banking services or arrangements with a view to transactions in investments.

3. Direct Services

3.1 The Customer acknowledges and agrees that its access to and use of the Railsbank Platform generally shall be subject to the terms of this Agreement. The Railsbank Platform provides a conduit through which the Customer can access the services of Third Party Providers which those Third Party Providers have agreed to provide to the Customer pursuant to a Direct Agreement.

3.2 The Customer acknowledges and agrees that Third Party Providers may in their absolute discretion carry out their own due diligence on the Customer prior to entering into any Direct Agreement and Railsbank gives no assurance or commitment that any Third Party Providers will enter into Direct Agreements with the Customer or provide Direct Services to the Customer, but Railsbank will use reasonable efforts to make suitable introduction to appropriate direct service providers.

3.3 Accordingly any Direct Services received by the Customer via the Railsbank Platform shall be subject to the provisions of the relevant Direct Agreement(s) and the relevant Third Party Provider shall hold the sole responsibility for the operation and provision (or lack of operation or provision) of the relevant Direct Services, via the relevant Direct Agreement. Save for Railsbank’s obligation to be the first point of contact for any initial issues regarding Direct Services (prior to them being directed to the relevant Third Party Provider if necessary for resolution), Railsbank shall have no obligation or responsibility for the operation and provision (or lack of operation or provision) of any Direct Services.

4. Invoicing and payment

4.1 In consideration for the access to and use of the Railsbank Platform and any Direct Services from time to time, the Customer agrees to pay the fees set out in Schedule “ Services and Fees” to this Agreement (the “ Fees ”).

4.2 The Customer agrees that the Fees shall be split into three distinct categories:

(A) setup fees for access to the Railsbank Platform and any Direct Services enabled for the Customer; and

(B) fixed monthly fees for access to the Railsbank Platform and any Direct Services used by the Customer where the Direct Agreement requires a fixed monthly fee (the “ Fixed Fees ”); and

(C) variable usage-based fees, calculated on the basis of the Customer’s use of certain aspects of the Railsbank Platform and Direct Services which are charged on a usage basis (the “ Variable Fees ”),both as further described in Schedule “Services and Fees” hereto.

4.3 The Customer agrees that:

(A) the Fixed Fees shall be payable monthly in advance (or as may otherwise be agreed between the parties from time to time); and

(B) the Variable Fees shall be payable monthly in arrears (calculated on the basis of the Customer’s use of the Railsbank Platform and the relevant Direct Services in the previous calendar month); and

(C) the setup fees are payable on signature of this contract and are non-refundable,

(A) and (B) above both shall be invoiced by Railsbank on or around the first business day of each calendar month. (C) shall be invoiced by Railsbank on signature of this contract.

4.4 The Customer agrees that Railsbank shall be entitled to charge the value of any invoices rendered under this Agreement to the relevant credit or debit card details provided by the Customer from time to time, via direct debit, or via bank transfer if agreed by Railsbank (all as applicable). All invoices rendered by Railsbank under this Agreement shall be payable within 7 days of the date of the invoice.

4.5 The Customer agrees that Railsbank shall be entitled to charge late payment interest on any sums which are overdue for payment under the terms of this Agreement, at an annualised rate of 4% over the base rate of the Bank of England.

4.6 All Fees and other sums payable under this Agreement are exclusive of VAT and equivalent taxes in other countries which will be payable by the Customer at the applicable rate.

4.7 Railsbank reserves the right to increase the Fees from time to time in its absolute discretion by giving not less than 30 days’ prior notice to the Customer. If the Customer does not agree with any increase in Fees it shall have the right to terminate this Agreement upon written notice to Railsbank, provided that such written notice is received by Railsbank not less than 15 days prior to the effective date of the increase in Fees. If the Customer does not serve notice to terminate in accordance with this clause 4.7, the Customer shall be deemed to have accepted the increase in Fees and the right to terminate under this clause 4.7 shall no longer be available to it.

5. Customer’s obligations

5.1 The Customer agrees that it will only use the Railsbank Platform for purposes relating to its business.

5.2 The Customer will ensure that it and its personnel, its platform and any other individuals who access and/or use the Railsbank Platform through the Customer do not use the Railsbank Platform in:

(A) an inappropriate way or for illegal means, including the transmission of illegal, defamatory, explicit or other inappropriate content, or to facilitate any of the foregoing; or

(B) a way which, in Railsbank’s reasonable opinion, threatens the stability, security or accessibility of the Railsbank Platform, or the reputation of the Railsbank Platform and/or Railsbank.

5.3 The Customer agrees to take all necessary steps to ensure that unauthorised access to the Railsbank Platform is prevented, that the Security Credentials are not disclosed to anyone that is not a Customer, and that it will not breach or attempt to circumvent any of the restrictions on use of the Railsbank Platform and/or any Direct Services.

5.4 The Customer shall ensure that at all times the security measures within the Customer’s control are such as to ensure the security and safekeeping of all information relating to the Railsbank Platform, and any Customer’s usage of and access to the Railsbank Platform. The Customer shall inform Railsbank immediately by contacting Railsbank by email at support@railsbank.com if the Security Credentials are compromised in any way, including for example if they are lost, stolen or used without authorisation from the Customer.

5.5 The Customer may only allow use of the Security Credentials by its personnel, officers, employees and/or agents to access the Railsbank Platform on behalf of the Customer. The Customer agrees that it shall be fully responsible for the acts and omissions of any of its personnel, officers, employees and/or agents that access the Railsbank Platform on behalf of, or purporting to be on behalf of, the Customer.

5.6 The Customer acknowledges and agrees that Railsbank will carry out ongoing updates to the Railsbank Platform, and that as the Railsbank Platform and the API is updated, the Customer will need to adapt and update its own systems to continue to be able to use the Railsbank Platform. Railsbank agrees that it will support the current major release of the Railsbank Platform and API, and up to two major releases back from the then-current major release (N-2), but does not commit to support any releases older than N-2. The Customer agrees that it must be current to at least N-2 on the Railsbank Platform and API in order to ensure that it can access and use the Railsbank Platform.

5.7 The Customer undertakes not to adapt, modify, copy, reproduce, reverse engineer, publish, redistribute, sell, sub-license, exploit, or otherwise part with or make any other use of the Railsbank Platform, the intellectual property in the Railsbank Platform, any data on the Railsbank Platform, or the concept of the Railsbank Platform more generally except for internal business purposes or to the extent required by law, nor to authorise, enable or assist any third party in doing so.

6. Compliance with Law

6.1 Each party shall, at all times, comply with all applicable laws and regulation in relation to its performance of its obligations under this Agreement.

7. Compliance Firewall

7.1 The Railsbank Platform includes functionality designed to allow Customers to automate elements of its own compliance processes by way of a software solution known as the “Compliance Firewall”.

7.2 The Customer agrees that Railsbank’s obligations in respect of the Compliance Firewall are to ensure that the Compliance Firewall provides a certain level of technical functionality to the Customer, but that it is the Customer’s obligation to ensure that the Compliance Firewall is configured to meet the Customer’s own compliance policies and procedures, fit for purpose and will allow the Customer to meet its legal and compliance obligations.

7.3 Accordingly the Customer agrees that it shall test the Compliance Firewall on a regular basis (including prior to it being used for live compliance purposes and after each major release), employ alternative compliance measures alongside the Compliance Firewall and rely on the output of the Compliance Firewall at its own risk. Railsbank will use reasonable endeavours to ensure that the Compliance Firewall operates as intended, but makes no warranty or representation to the Customer that the Compliance Firewall will provide a certain level of functionality or will operate accurately or reliably.

8. Intellectual Property Rights

8.1 The Customer acknowledges and agrees that:

(A) all intellectual property rights and other proprietary rights in the Railsbank Platform are, as between Railsbank and the Customer, owned by Railsbank. Nothing in this Agreement shall operate so as to effect any transfer of any intellectual property rights or other proprietary rights in the Railsbank Platform to the Customer; and

(B) the Railsbank Platform will make available services, information and other data to the Customer which is provided by third parties. Railsbank does not verify the provenance or ownership of such information and accordingly takes no responsibility for the Customer’s use of, or reliance upon, such services, information and data.

8.2 The Customer agrees that it shall not use the “Railsbank” name or the term “Compliance Firewall” (or any logos used by Railsbank) in its own business operations or dealings without Railsbank’s prior written permission to do so.

8.3 Subject to clause 8.1(B), Railsbank warrants, represents and undertakes to the Customer that the Customer’s use of the Railsbank Platform shall not infringe any copyright of any person.

8.4 Railsbank shall indemnify and keep indemnified the Customer against all losses, liabilities, damages, costs, expenses and charges arising from or in connection with any third party actions, proceedings, claims, allegations or demands arising from or in connection with any infringement of, or allegation or claim of infringement of, any copyright made against the Customer in relation to the circumstances referred to in clause 8.3 (an “IPR Claim”).

8.5 The Customer shall:

(A) promptly notify Railsbank as soon as reasonably practicable of any IPR Claim of which it has notice;

(B) not admit any liability or agree to any settlement or compromise of an IPR Claim, without first consulting with Railsbank (unless required to do so by law);

(C) allow Railsbank to manage and conduct all negotiations and proceedings at Railsbank’s own expense; and

(D) provide all reasonable assistance as required by Railsbank in connection with the conduct of the IPR Claim, and, to the extent that the Customer does not comply with this clause, Railsbank’s obligation to indemnify the Customer under clause 8.4 shall be reduced to the extent that the Customer’s failure to comply with this clause exacerbated or otherwise increased Railsbank’s liability under that indemnity.

9. Confidentiality

9.1 Subject to clause 9.2, Railsbank and the Customer agree that they will keep the terms and existence of this Agreement between the parties, as well as all information gained by either party relating to the business, personnel and assets of the other, strictly confidential at all times and will not divulged any of this to any person (other than Third Party Providers, the senior employees and professional advisors of the parties, or as may be required by law) without the prior written consent of the other parties.

9.2 Notwithstanding the foregoing and unless notified otherwise from time to time by the Customer, the Customer agrees that Railsbank:

(A) may disclose the Customer’s confidential information (including AML/KYC documentation) to Third Party Providers to the extent necessary to enable those Third Party Providers to provide Direct Services to the Customer, and to meet their own contractual and regulatory needs and obligations;

(B) may disclose the terms and existence of this Agreement to Third Party Providers, its advisers and investors/potential investors, and disclose more generally on a limited basis that the Customer has an account on the Railsbank Platform in Railsbank’s marketing materials and website, and grants to Railsbank a licence to use its trade marks and trade names solely to the extent necessary to enable Railsbank to do so; and

(C) may disclose any confidential information of the Customer and/or its personnel to the extent necessary to enable it to comply with its legal and regulatory obligations.

10. Data Security

10.1 Railsbank will process personal data (as such term is defined in the General Data Protection Regulation (GDPR) (EU) 2016/679) in accordance with its privacy policy, a copy of which can be found at the following weblink: https://www.railsbank.com/privacypolicy

10.2 The Customer agrees that Railsbank shall be entitled to monitor the Customer’s use of the Railsbank Platform for the purposes of prevention and detection of fraudulent and other unlawful activity and, solely to the extent necessary for it to comply with any legal and regulatory obligation, shall be entitled to use and disclose any Data to any competent authority having jurisdiction over the same.

10.3 The Customer agrees that Railsbank shall be entitled to use the Data on an anonymised basis in order to carry out data analytics and analysis for its own business purposes.

11. Warranties

11.1 By entering into this Agreement the Customer warrants and represents to Railsbank that it is a legal entity and that the personnel which has effected the agreement to these terms on behalf of the Customer is duly authorised to legally bind the Customer.

11.2 Except as expressly set out in this Agreement (for example 2.1 above) and to the extent permitted by law, Railsbank gives no warranties, conditions, guarantees, representations and statements with respect to the Railsbank Platform, including any commitments relating to expected functionality, availability or fitness for purpose.

11.3 Nothing contained on the Railsbank Platform constitutes investment advice, legal advice, compliance advice or an assurance or guarantee as to the expected outcome of using the Railsbank Platform. The Customer agrees that it will not rely upon the contents of the Railsbank Platform (including the Compliance Firewall) and that it will take all steps it deems necessary, at its own expense, including obtaining independent professional advice, to arrive at its independent opinion and its decision whether or not to enter into transactions.

12. Termination

12.1 This Agreement may be terminated by either party with immediate effect by notice to the Customer or Railsbank if either party is subject to any insolvency event, including any inability to pay its debts when they fall due, a winding up or threatened winding up, enforcement of security by a creditor, any scheme of arrangement or other agreement with its creditors, or any other analogous event.

12.2 This Agreement may be terminated in whole or in part by Railsbank with immediate effect by notice to the Customer if the Customer commits any material breach of this Agreement or any Direct Agreement which:

(A) is not, in the reasonable opinion of Railsbank, capable of remedy; or

(B) if capable of remedy, is not remedied within thirty (30) days of service of notice by Railsbank requiring such remedy, to the reasonable satisfaction of Railsbank.

12.3 Railsbank may, in its discretion, terminate this Agreement upon written notice to the Customer in the event that:

(A) the Customer commits any breach of clause 5.2;

(B) Railsbank is informed of the final adoption of any legislation, regulation, order or rule that, in Railsbank’s judgment, materially impairs Railsbank’s ability to perform its obligations under this Agreement; or

(C) any material litigation or regulatory proceeding is threatened or commenced regarding: (i) the Railsbank Platform; or (ii) the Customer; and which impacts or is connected to the use of the Railsbank Platform or any Direct Services.

12.4 Without prejudice to Railsbank’s other rights or remedies, Railsbank shall have the right to terminate this Agreement upon notice to the Customer with immediate effect if the Customer has failed to pay in full any invoices which have been overdue for a period in excess of 30 days.

12.5 Railsbank shall have the right to suspend the Customer’s access to the Railsbank Platform and/or any or all Direct Services in any of the following circumstances:

(A) where a Third Party Provider requests suspension of the provision of Direct Services to the Customer;

(B) where a Third Party Provider requests not to provide Direct Services to the Customer during the on-boarding process; In such case, Railsbank may, at their total discretion, return a portion or all of fees paid by the Customer, less any expenses/charges incurred by Railsbank, if this contract cannot be performed for The Customer because of the Third Party Provider request; or

(C) where there is or has been, or Railsbank reasonably suspects there is or has been, a breach by the Customer of clause 5.2;

(D) where required by a regulator, court or otherwise by operation of law;

(E) where such is necessary to enable Railsbank to carry out maintenance or repairs to the Railsbank Platform, or to enable a Third Party Service Provider to carry out maintenance or repairs to the relevant Direct Services; or

(F) where circumstances have occurred (or where Railsbank reasonably believes that they have or will occur) which gives Railsbank the right to terminate this Agreement under this clause 12.

12.6 The Customer acknowledges and agrees that upon expiry or termination of this Agreement for whatever reason:

(A) all Direct Agreements that may be effective at that time will be terminated by the relevant Third Party Providers on the same date; and

(B) the Customer’s rights to access the Railsbank Platform shall cease and Railsbank shall be entitled to deactivate the Customer’s Security Credentials from the date of expiry or termination.

12.7 Expiry or termination of this Agreement for whatever reason shall not affect or prejudice:

(A) the obligations and rights of the parties which have accrued in accordance with this clause or have otherwise arisen, accrued or become due through the termination or expiry of this Agreement, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination; or

(B) the provisions of this Agreement which expressly or by their nature survive termination including clauses 4, 9, 10, 12, 13, 14, 16, 17, 18, 19 and 20.

13. Liability

13.1 Subject to clause 13.3, neither party to this Agreement shall be liable to the other party, whether in contract, tort or otherwise, for any indirect or consequential losses, costs, liabilities and expenses incurred by that other party in connection with this Agreement.

13.2 Subject to clause 13.3, Railsbank’s liability to the Customer whether in contract or tort(including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement in any 12 month period shall not exceed in aggregate a sum equal to 100% (one hundred percent) of the total Fees paid by the Customer to Railsbank under this Agreement (but excluding any Fees paid by the Customer in respect of any and all Direct Services) in such 12 month period.

13.3 Nothing in this Agreement shall operate so as to limit or exclude either party’s liability for losses which cannot be excluded or limited by applicable law or regulation.

14. Entire Agreement

14.1 The Customer acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement) made by or on behalf of Railsbank. The Customer therefore waives all rights and remedies which, but for this paragraph, might otherwise be available to the Customer in respect of any such representation, warranty, collateral contract or other assurance. Nothing in this paragraph limits or excludes any liability for fraud.

15. Variations

15.1 Railsbank shall have the right to make reasonable amendments to this Agreement at any time upon notice to the Customer. In the event that the Customer objects to any amendments proposed by Railsbank pursuant to this clause, it shall have the right to terminate this Agreement by giving to Railsbank notice. Upon receipt of any such notice from a Customer, Railsbank shall be entitled to immediately remove the Customer’s access to the Railsbank Platform.

15.2 Amendments made by Railsbank pursuant to this clause 15 shall become effective either within 30 days or if longer the renewal period (specified in Schedule “Services and Fees”) of Railsbank notifying the Customer of any such amendments and will be binding on the Customer from that point in time.

16. No Delay

16.1 No delay or failure by either Railsbank or the Customer to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.

17. Third Party Beneficiaries

17.1 This Agreement does not create any right or benefit enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).

18. Force Majeure

18.1 If a Force Majeure Event occurs which impacts the Customer or Railsbank (for the purposes of this clause 18 only, defined as the “ Relevant Party ”), then the Relevant Party impacted by the Force Majeure Event shall:

A) promptly notify the other party of the occurrence of the Force Majeure Event (providing details of the nature and extent of the Force Majeure Event); and

(B) not be liable to the other party for any loss, damage, costs or expenses of the other party caused by the Force Majeure Event.

18.2 For the purposes of this clause, “ Force Majeure Event ” means an event or circumstance beyond a party’s reasonable control, including acts of God, nationalisation, acts of war or terrorism, flood, fire or other similar events or acts.

19. Notices

19.1 Any notice (which term shall in this clause include any other communication) required to be given under this Agreement or in connection with the matters contemplated by it, shall, except where otherwise specifically provided, be in writing in the English language.

19.2 Any such notice shall, if to Railsbank, be addressed as provided for on the Railsbank website, and if to the Customer, be addressed to the address provided by the Customer from time to time, and may be:

(A) personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a business day, or, if it is delivered later than 17.00 hours on a business day or at any time on a day which is not a business day, at 09.00 hours on the next business day;

(B) if within the United Kingdom, sent by first class pre-paid post, in which case it shall be deemed to have been given two (2) business days after the date of posting;

(C) if from or to any place outside the United Kingdom, sent by pre-paid airmail, or by air courier in which case it shall be deemed to have been given seven (7)business days after the date of posting in the case of airmail or two (2)business days after delivery to the courier, in the case of air courier; or

(D) sent by electronic mail to support@railsbank.com, in which case it shall be deemed to be given when actually received in readable form if it is received not later than 17.00 hours on a business day, or, if it is received later than 17.00hours on a business day or at any time on a day which is not a business day, at09.00 hours on the next business day.

20. Governing law and jurisdictions

20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).