All Orders are accepted by Face Dr subject to these terms and conditions which shall override any other terms or conditions which the Customer (as defined below) purchasing services or goods from Face Dr attempts to incorporate either through negotiation or as a result of an Order (unless such terms are expressly agreed by an authorised signatory of Face Dr in writing).
FACE DR TERMS AND CONDITIONS OF BUSINESS
BACKGROUND
(A) Face Dr Ltd, a company registered in Scotland with Company Number SC622325 and having its registered office at 53/55 York Place, Perth, PH2 8EH (“Face Dr”, “we”, “us” or “our”) provides certain facial skincare services delivered by video and audio consultations.
(B) These are the terms and conditions on which Face Dr supplies services to the Customer.
(C) Please read these terms carefully before deciding to use Face Dr. These terms tell you who we are, how we will provide products to the Customer, how we or the Customer may change or end the services, what to do if there is a problem and other important information.
1.1 The definitions and rules of interpretation in this clause apply in these Conditions:-
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“Business Day” |
a day other than a Saturday, Sunday or public holiday in Scotland when banks in Edinburgh are open for normal over the counter business; |
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“Clinic” |
Online facility from which the Skin Expert/Consultant administers the Services to the Customer on a face-to-face via video basis |
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“Conditions” |
the terms and conditions set out in this document as amended from time to time; |
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“Confidential Information” |
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7; |
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“Consultation” |
has the meaning provided in clause 7.1; |
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“Contract” |
the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions; |
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“Customer” |
individuals residing in the United Kingdom who make use of the Services; |
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“Customer Account” |
an account set up by the Customer in order to access Services; |
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“Customer Data” |
the data inputted by the Customer, Face Dr or a Skin Expert/Consultant on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services; |
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“Documentation” |
the documentation made available to the Customer by Face Dr online as notified by Face Dr to the Customer from time to time which sets out a description of the Services and the user instructions for the Services; |
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Online/Video Skincare Consultation |
has the meaning provided in clause 7.1; |
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Fee |
any fee which is not a Subscription Fee payable by the Customer to Face Dr for the Services as set out in the Order or the Price List from time to time; |
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“Normal Business Hours” |
9:00am to 5:00pm local UK time, each Business Day; |
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“Order” |
the Customer’s order for the Services and/or goods as set out in the Customer's order form for Services which is submitted in writing or online; |
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“Platform” |
has the meaning provided in clause 2.5; |
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“Policies” |
means the policies of Face Dr (currently the Privacy Policy) as notified to the Customer as part of these Conditions and as delineated from time to time; |
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“Skin Expert/Consultant” |
a fully-trained Skin Therapist/Doctor/Dermatologist who is participating in the provision of the Services; |
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“Price List” |
the price list for the Services in place from time to time and available to view from the Client Account; |
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“Privacy Policy” |
the privacy policy of Face Dr in place from time to time and available from the Website; |
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“Services” |
has the meaning provided in clause 3; |
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“Treatment” |
any advice given by a Skin Expert/Doctor/Dermatologist to the Customer during a Consultation. |
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“Website” |
the website of Face Dr from time to time. |
1.2 In these Conditions, the following rules apply:
(i) clause and paragraph headings shall not affect the interpretation of these Conditions;
(ii) a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality);
(iii) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(iv) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(v) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
(vi) a reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Conditions;
(vii) a reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Conditions under that statute or statutory provision;
(viii) a reference to writing or written includes e-mail.
2.1 Face Dr owns and operates the Platform.
2.2 These Conditions apply to the exclusion of any other terms and conditions which are implied by trade, custom, practice or otherwise in the course of dealing.
2.3 The Contract constitutes the entire agreement between the parties.
2.4 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions and the Policies. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate. The Order will be deemed accepted by Face Dr when Face Dr starts to supply the Services.
2.5 By registering a Customer Account with Face Dr, whether through the Website and/or any mobile and/or tablet applications (together the “Platform”) the Customer is deemed to have accepted the Conditions in full, along with any other policies which are published and made available from time to time on the Website.
2.6 The Customer acknowledges that he has not relied on any statement, promise, guarantee or representation as to quality or fitness for purpose made or given by or on behalf of the Seller about any goods (or their life or use) and/or Services which is not set out in the Documentation and/or these Conditions. The Customer waives any rights or remedies that he may have in respect of any warranty, representation, consent or undertaking that is implied by law.
3.1 Face Dr provides for private consultations between the Customer and a Consultant either through the Platform in order for the Customer to gain professional skincare advice and/or be provided with administrative services (including but not limited to product recommendations, advice and support) (the “Administrative Services”), all of which will incur the charges as outlined in clause 9 (“Services”).
3.2 The Customer accepts that the Skin Experts are independent skincare professionals and are individually responsible for any skincare advice which the Skin Expert provides to the Customer. Face Dr is not responsible for any advice provided by the Skin Expert to the Customer.
3.3 The Services may from time to time include, only where found to be appropriate by the Skin Expert, the issuing of skincare product prescriptions from the Skin Expert to the Customer, which will incur the cost of the product prescribed by the Skin Expert via the customer portal from which the Customer chooses to purchase at their own discretion (“Prescriptions”).
4.1 Face Dr undertakes that the Services will be provided substantially in accordance with the Documentation and the provisions in clause 3 and with reasonable skill and care.
4.2 The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Face Dr’s instructions, these Conditions, or modification or alteration of the Services by any party other than Face Dr or Face Dr’s duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Face Dr will, at its own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with a further Consultation for no additional charge to the Customer. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, Face Dr:
(i) does not warrant that the Customer's use of the Platform will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.3 Face Dr warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of the Services.
5.1 In order for the Services to be provided, the Customer must ensure that his network and systems comply with the relevant technical specifications provided by Face Dr from time to time.
5.2 It is the sole responsibility of the Customer to provide honest and accurate information to the Skin Expert and Face Dr as and when requested by the Skin Expert and/or Face Dr, and the Customer acknowledges that any skincare advice or information provided by the Skin Expert is based on such information. Face Dr is not liable for any loss or damage suffered by the Customer or any third party in the event that any information provided by the Customer to the Skin Expert and/or to Face Dr is inaccurate, false or erroneous in any way.
5.3 The Customer shall only use the Platform for domestic and private use; under no circumstances is the Customer permitted to use the Platform for any commercial or business purposes.
5.4 The Customer acknowledges and accepts that that the Platform is not to be used in cases of medical emergency and acknowledges that it is the sole responsibility of the Customer to assess whether the Services are suitable and/or sufficient for the Customer’s needs and the extent to which the Services can be relied upon by the Customer.
5.5 The Customer acknowledges and accepts that Face Dr reserves the right to deny any person access to the Platform and/or the Services, including suspension or termination of the Customer Account upon notice, wherever the Customer is found to be acting in an inappropriate manner towards any Skin Expert or any employee, consultant, adviser and/or officer of Face Dr. Inappropriate behaviour may include but is not limited to:
(a) threatening, abusive, offensive behaviour;
(b) foul language; and
(c) excessive use of any Service within the reasonable opinion of Face Dr.
5.6 Face Dr does not provide Consultations for people under the age of 18.
6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
6.2 Face Dr will use the Customer Data to:
(a) provide the Services;
(b) process the Customer’s payment for the Services; and
(c) inform the Customer about similar services that Face Dr provide, but the Customer may stop receiving these at any time by contacting Face Dr.
6.3 Further details of how Face Dr processes Customer Data are set out in our PRIVACY POLICY
7.1 The Services are administered by a Skin Expert either through video, audio and text (“Consultation”).
7.2 The Customer acknowledges that the security of any Consultation cannot be guaranteed and acknowledges that, whilst Face Dr will make reasonable efforts to provide the Customer with a Consultation within a reasonable time frame, there is no guarantee that a Consultation will be provided within a specific time frame and any Consultation is subject to the availability of Skin Experts.
The Customer acknowledges that the Services may enable or assist him to access the website content of, correspond with, and purchase products and services from, third parties through third-party websites and that it does so solely at his own risk. Face Dr makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer with any such third party. Any contract entered into and any transaction completed through any third-party website is between the Customer and the relevant third party, and not Face Dr. Face Dr recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Face Dr does not endorse or approve any third-party website nor the content of any of the third-party website made available through the Services.
9.1 The Customer shall pay the Fees and/or Subscription Fees to Face Dr for the Services in accordance with this clause 9.
9.2 The Customer shall provide to Face Dr valid, up-to-date and complete debit or credit payment card details as part of the Order. For any Customers who are not Subscription Customers Face Dr will charge or invoice for the Services and/or Administrative Services prior to the conclusion of the Consultation, at which time the amount(s) due will become payable.
9.3 For Subscription Customers, the relevant Subscription Fee will be payable up-front in advance.
9.4 Face Dr reserves the right to charge the Customer for any Administrative Services arising following the conclusion of a Consultation.
9.5 If Face Dr has not received payment within 5 Business Days after the due date, and without prejudice to any other rights and remedies of Face Dr:
(i) Face Dr may, without liability to the Customer, disable the Customer's Customer Account and the Customer’s access to all or part of the Services and Face Dr shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(ii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.6 All amounts and fees stated or referred to in the Order:
(i) shall be payable in pounds sterling;
(ii) are, subject to clause 15, non-cancellable and non-refundable;
(iii) are exclusive of value added tax, which shall be added to Face Dr’s invoice(s) at the appropriate rate.
9.7 Face Dr shall be entitled to increase the Subscription Fees upon 30 days' prior notice to the Customer and the Order shall be deemed to have been amended accordingly.
9.8 Face Dr does not accept any payment for the Services through insurers of any kind.
10.1 The Customer acknowledges and agrees that Face Dr and/or its licensors own all intellectual property rights in the Services, the Documentation, the Platform and the Website. Except as expressly stated herein, Face Dr grants the Customer no rights to, under or in any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights of licences or any other intellectual property rights in respect of the Services or the Documentation.
10.2 Face Dr confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Conditions.
10.3 Face Dr grants to the Customer a limited, revocable and non-exclusive licence to access and make personal use of the Website and the Platform. This limited licence does not include the right to:
(a) frame or utilise framing techniques to enclose the Website and/or the Platform or any portion thereof;
(b) modify or download the Website and/or the Platform or its contents (except caching or as necessary to view content);
(c) make any use of the Website and/or the Platform or its content other than personal use;
(d) create any derivative work based upon either the Website and/or the Platform or its content;
(e) collect account information for the benefit of another party;
(f) use any meta tags or any other “hidden text” utilising our name or the trademarks; or
(g) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.
11.1 In order for the Services to be provided, the Customer may provide both Face Dr and the Skin Expert (the “Receiving Party”) with Confidential Information. The Customer’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the Receiving Party;
(b) was in the lawful possession of the Receiving Party before the disclosure;
(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or
(d) is independently developed by the Receiving Party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, the Receiving Party shall hold the Customer’s Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Conditions.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Face Dr’s Confidential Information.
11.7 Face Dr acknowledge that the Customer Data is the Confidential Information of the Customer.
11.8 The Customer shall not, without the prior agreement of Face Dr, make, or permit any person to make, any public announcement concerning these Conditions without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.9 The above provisions of this clause 11 shall survive termination of this Contract, however arising.
12.1 Face Dr reserves the right to postpone, amend or cancel any Consultation and further reserves the right, but is not obliged, to offer alternative times without any responsibility on its part.
12.2 In the event of postponement, Face Dr and the Customer will work together to make appropriate alternative arrangements for a date or dates to be mutually agreed. Each party will bear their own losses.
12.3 The Customer cannot postpone or amend any Consultation without first providing Face Dr with 24 hours’ notice in writing (including by email) and receiving consent from Face Dr in writing (including by email) in this time period.
12.4 The Customer cannot cancel any Consultation without first providing Face Dr with 24 Hours’ notice in writing (including by email) and receiving consent from Face Dr in writing (including by email) in this time period. It is the responsibility of the Customer to arrange for a new Consultation if the Customer has cancelled the existing Consultation according to this clause 12.4.
12.5 In the case of a cancellation or termination by Face Dr for whatever reason, Face Dr will notify the Customer as far in advance as possible and will arrange for a new appointment or, if requested by the Customer within 2 Business Days after the cancellation, a full refund of all monies paid (unless it is due to the Customer’s failure or fault and Face Dr will have no other obligation or liability to the Customer. Face Dr is not liable to the Customer for any loss (consequential or otherwise), cost, expenditure, damage or compensation for such changes.
12.6 Face Dr may refuse and cancel a Consultation at any time if Face Dr considers that the Services may be used for illegal acts or activities or which might contravene the Face Dr’s principles.
12.7 Face Dr is not responsible for any errors or omissions in correspondence or published material and has taken reasonable steps to ensure that the information contained in its own and third party or agents’ websites, brochures, tariffs, leaflets and advertising is correct. Face Dr reserves the right to amend or withdraw any service, facility or amenity as previously described without notice.
13.1 The Customer shall indemnify, and keep indemnified, Face Dr against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Face Dr arising out of or in connection with:-
14.1.1 any breach of these Conditions by the Customer; or
14.1.2 any information provided by the Customer to the Skin Expert or to Face Dr that is inaccurate, false or erroneous in any way.
14.2 This indemnity shall apply whether Face Dr has been negligent or at fault.
14.1 Except as expressly and specifically provided in these Conditions:
(a) the Customer assumes sole responsibility for his use of the Services and the Documentation and for conclusions drawn from such use. Face Dr shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Face Dr by the Customer in connection with the Services, for any actions taken by Face Dr at the Customer's direction, or for any loss or damage that is not foreseeable;
(b) Face Dr shall have no liability to the Customer for any loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information or pure economic loss or any other commercial loss;
(c) the Skin Experts are not employees of Face Dr and Face Dr does not warrant the content of any Service delivered by a Skin Expert to the Customer and is not liable for their actions or omissions unless the Skin Expert has acted under direct instruction from Face Dr; and
(d) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions.
14.2 Nothing in these Conditions excludes the liability of Face Dr:
(a) for death or personal injury caused by Face Dr’s negligence; or
(b) for fraud or fraudulent misrepresentation.
14.3 Subject to clause 15.1 and clause 15.2:
(a) Face Dr shall not be liable whether in delict (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss or damage however arising under these Conditions; and
(b) Face Dr’s total aggregate liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the amount paid by the Customer to Face Dr in the 12 month period prior to the date of the event giving rise to the relevant claim.
Face Dr shall have no liability to the Customer under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Face Dr or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event either before or as soon as reasonably practicable after such event.
If there is an inconsistency between any of the provisions in the main body of these Conditions and the Order, the provisions in the main body of these Conditions shall prevail.
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20.1 These Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party acknowledges that in entering into these Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
20.4 Nothing in this clause shall limit or exclude any liability for fraud.
21.1 The Customer shall not, without the prior written consent of Face Dr, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.
21.2 Face Dr may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.
Face Dr reserves the right to vary these Conditions from time to time.
Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These Conditions do not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this agreement.
25.1 Unless otherwise specified in these Conditions, any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Conditions, or such other address as may have been notified by that party for such purposes.
25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during Normal Business Hours, at 9:00am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
These Conditions and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).