By placing an order with GoCustom Clothing you are acknowledging the following Terms of Service and are agreeing to be bound by them.
1. These Terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods or services.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products 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, please contact us to discuss.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
- You are an individual.
- You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms 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 that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
2. Information about us and how to contact us
2.1 Who we are. We are Kingfisher Leisurewear Limited t/a GoCustom Clothing a company registered in England and Wales. Our company registration number is 03264965 and our registered office is at Units 12b & C Orleton Road, Ludlow Business Park, Ludlow, Shropshire, SY8 1XF. Our registered VAT number is 65530044.
2.3 How we may contact you. 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.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. Our contract with you
3.1 How we will accept your order. 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 cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 We sell worldwide. We accept orders to destinations outside of the UK. All products are supplied on an Ex Works basis unless agreed otherwise in writing. It is your responsibility to ensure that you know about and pay any applicable taxes and customs if you are ordering products to a destination outside of the UK.
4. Our products
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
4.3 Making sure your measurements are accurate. If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website or by contacting us. Please note that all measurements are provided as a guide and products may vary slightly depending on the supplier used.
5. Your rights to make changes
If you wish to make a change to the product 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 product, 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.
6. Customer design usage policy
6.1 As a company we uphold the rights of all people, and for this reason will never print anything that:
(a) Violates the intellectual property rights of any individuals (see intellectual property policy).
(b) Encourages hate or violence against individual groups based on sex, age, race, religion, ethnicity, national origin or disability.
(c) Shows any images of violence or abuse towards animals.
(d) Includes speech or symbols of hate (including but not limited to iron crosses, swastikas etc.).
(e) Uses explicit images of sex acts, or frontal nudity of a non-artistic or health/medical nature.
(f) Promotes the use of hard drugs.
(g) Promotes, features or encourages underage drinking or drug taking by children.
6.2 The following content may be rejected or may be asked to be amended:
(a) Include swear words, lewd language or vulgarity.
(b) Feature implicit sex acts, non-frontal nudity, or other nudity of an artistic or health/medical nature.
(c) Have an overtly sexually connotation or tone.
(d) Involve violent terms or images not directed at individual groups (such as historical images of violence).
(e) Promote, feature or encourage any sort of illegal activity (other than that detailed in the No section).
(f) Might cause public outrage or inspire violence due to a recent event.
(g) Include content that could be offensive to the GoCustom community.
7. Artwork policy
7.1 It is your responsibility to approve the Artwork within a reasonable timeframe before printing or embroidery begins.
7.2 We will not be held responsible if you do not approve the Artwork and we are subsequently unable to meet your delivery deadline. In the case of our 24hr dispatch service, Artwork must be approved by 11am on the day of dispatch.
7.3 Approvals that are sought by us via email will be sent to the email address you have provided during the order process. We shall have no liability for any losses arising from:
(a) any errors in email addresses provided by you;
(b) emails that are sent to you but appear in your junk folder rather than your inbox; and
(c) delays arising as a result of the events in clauses 7.3 (a) and 7.3 (b).
7.4 We may need to make amendments to the Artwork to make it suitable for embroidery or print onto garments. It is your responsibility to check the proof carefully to ensure that you are happy with any amendments.
7.5 We accept no responsibility for any accidental loss or damage to Artwork supplied.
7.6 By uploading files to the GoCustom website and making a purchase you grant us a worldwide, perpetual, assignable, non-revocable licence to display the designs on our website and social media channels for the purpose of promoting our services.
7.7 We will always endeavour to supply the closest colour match to the Artwork supplied. We are however unable to guarantee an exact match due to the nature of the print and embroidery processes used. You will have no right to reject or return products on the basis of a slight colour variation.
7.8 The location of the designs on the customisation tool are for general guidance only. All designs are positioned onto the garments by hand in what we deem to be the most appropriate place within the chosen garment position. You will have no right to reject or return products on the basis of incorrect positioning where the design placement materially conforms to the general position chosen.
7.9 It is your responsibility to supply Artwork of a high enough quality and resolution to enable us to produce a quality result. Whist we will endeavour to contact you if we feel that your Artwork will not produce a good final result, you will have no right to reject or return products if the Artwork supplied by you was not of satisfactory quality, regardless of whether any contact was made. We recommend that all Artwork is at least 300 DPI (dots per inch).
7.10 Based on the makeup of your order, we will determine which print process to use when processing your order (i.e. DTG, DTG Hybrid, Screen Print or Vinyl Transfer). You will have no right to reject or return the products on the basis of the print production process used.
7.11 Any changes to an order which has already been placed may incur further costs.
8. Providing the products
8.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
8.2 Duty payments.
(a) Products delivered to some destinations inside or outside of the EU, may be subject to taxes, fees, levies or other charges, which are imposed by local legislation. The recipient of the products is responsible for all customs formalities for their export and import, and will be required to pay any additional charges, including import duty, formal customs entry, taxes, levies and other charges. The recipient of the goods, not the person who's ordered them, will receive a separate request for payment of these charges.
(b) If you're ordering products to be delivered to someone else, please make sure they're aware they'll be responsible for these additional charges. Unfortunately, we have no control over these charges and cannot predict what they may be, so we're unable to offer any assistance on these processes. We'd advise that you check the import charges applicable in any country before ordering products to be delivered there.
8.3 When we will provide the products. During the order process we will let you know when we will provide the products to you. If the products are ongoing services, we will also tell you during the order process when and how you can end the contract.
8.4 We are not responsible for delays outside our control. If our supply of the products 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.
8.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, our couriers will attempt to leave you a note informing you of how to rearrange delivery.
8.6 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 11.2 will apply.
8.7 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us.
8.8 When you own goods. You own a product which is goods once we have received payment in full.
8.9 What will happen if you do not give required information to us. We will need certain information from you so that we can supply the products to you, for example, the provision of the Artwork. 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 clause 11.2 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 products 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.
8.10 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes; or
(b) update the product to reflect changes in relevant laws and regulatory requirements.
8.11 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency.
8.12 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 16.4), we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 16.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 16.6).
9. Your rights to end the contract
9.1 You can always end your contract with us. 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:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 13 if you are a consumer and clause 14 if you are a business;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 9.2;
(c) If you are a consumer and have just changed your mind about the product, see clause 9.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 9.6.
9.2 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 products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(b) there is a risk that supply of the products may be significantly delayed because of events outside our control; or
(c) you have a legal right to end the contract because of something we have done wrong.
9.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online 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.
9.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
(a) goods that you have ordered which require an element of customisation, and goods where we have already commenced customisation;
(b) services, once these have been completed, even if the cancellation period is still running;
(c) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
(d) any products which become mixed inseparably with other items after their delivery.
9.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
(a) Have you bought services (for example, our drop shipping services)? If so, you have 7 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. 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.
(b) Have you bought goods (for example, non-personalised goods such as work wear)?, if so you have 14 days after the day you (or someone you nominate) receives the goods, unless your goods require an element of personalisation.
9.6 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 clause 9.1), 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 products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) costs associated with manufacturing the products as compensation for the net costs we will incur as a result of your ending the contract.
10. How to end the contract with us (including if you are a consumer who has changed their mind)
10.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Email. Email us at [email protected]. Please provide your name, home address, details of the order and, where available, your phone number and email address.
10.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. Please email us at [email protected] for a return label or to arrange collection. If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
10.3 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
10.4 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
10.5 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
(c) Where the product is a service, 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. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
10.6 When your refund will be made. 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:
(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 10.2.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind
11. Our rights to end the contract
11.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, Artwork;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for products 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.
13. Your rights in respect of defective products if you are a consumer
13.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.
b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 9.3.
If your product is services, for example [a support contract for a laptop or tickets to a concert], the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
b) If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
c) If you haven't agreed a time beforehand, it must be carried out within a reasonable time.
See also clause 9.2.
13.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection.
14. Your rights in respect of defective products if you are a business
14.1 If you are a business customer we warrant that on delivery, any products which are goods shall conform with their description.
14.2 Subject to clause 14.3, if:
(a) you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 14.1;
(b) we are given a reasonable opportunity of examining such product; and
(c) you return such product to us at our cost,
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
14.3 We will not be liable for a product's failure to comply with the warranty in clause 14.1 if:
(a) you make any further use of such product after giving a notice in accordance with clause 14.2(a);
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
(d) you alter or repair the product without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
14.4 Except as provided in this clause 14, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 14.1.
14.5 These terms shall apply to any repaired or replacement products supplied by us under clause 14.2.
15. Customer warranty and indemnity
15.1 You expressly warrant and undertake that:
(a) where applicable, as at the date of order the image(s) supplied by you (the Artwork), is your original work and has not been copied wholly or substantially from any other work or material or any other source;
(b) you are the sole legal and beneficial owner of the Artwork; and
(c) you shall promptly notify us of any third-party right, interest or claim in respect of the Artwork as soon as you become aware of it
(together the IP Warranty).
15.2 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
(a) any breach of the IP warranty; and
(b) any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Artwork.
16. Price and payment
16.1 Where to find the price for the product. The price of the product (which excludes VAT) will be the price indicated on the order pages when you placed your order.
16.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
16.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's 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.
16.4 When you must pay and how you must pay. We accept payment with most commonly recognised credit cards and debit cards including Visa and Mastercard. We also accept payment by BACS and cheques for business customers. When you must pay depends on what product you are buying:
(a) For goods, you must pay for the products upon us accepting and confirming your order unless alternative payments terms are otherwise agreed in writing.
(b) For services, you must make an advance payment (amount of payment determined by us) for the services, before we start providing them, unless otherwise agreed in writing. We will invoice you weekly in advance for the services until the services are completed. You must pay each invoice within 14 calendar days after the date of the invoice.
16.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16.6 We can charge interest if you pay late. 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 4% a year above the base lending rate of HSBC from time to time. 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.
16.7 What to do if you think an invoice is wrong. 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.
17. Our responsibility for loss or damage suffered by you if you are a consumer
17.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, 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.
17.2 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 of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987.
17.3 Liability for garments supplied by you. Subject to clause 17.2, we accept no responsibility for damage to garments supplied by you.
17.4 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 18.
18. Our responsibility for loss or damage suffered by you if you are a business
18.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) defective products under the Consumer Protection Act 1987.
18.2 Except to the extent expressly stated in clause 14.1 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.
18.3 Subject to clause 18.1:
(a) 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 (including but not limited to damage to garments supplied by you); and
(b) 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 total sums paid by you for products under such contract, as at the date of a claim arising.
20. Other important terms
20.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
20.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
20.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
20.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms 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.
20.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, 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 products, we can still require you to make the payment at a later date.
20.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
20.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. 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.