s
Call us on 02380 555 020 | Email us info@thelightboxcompany.co.uk
Terms and Conditions

Terms and conditions of The Lightbox Company

These terms and conditions regulate the business relationship between you and us. By using Our Website in any way, or by buying from us, you agree to be bound by them. No person under the age of 18 years may purchase Products. We look forward to seeing you again when you are over 18.

We are: The Original Lightbox Company Limited trading as The Lightbox Company.

Our address is: 139 Osborne Road North, Southampton, SO17 2FH

Our registration number is 8901657.

Our registered office is 36 Fifth Avenue, Havant, PO9 2PL.

You are: a visitor to Our Website / our customer

Our Website is: www.thelightboxcompany.co.uk

Definitions

In this agreement:

"Consumer" means any individual who, in connection with this agreement, is acting for a purpose which is outside his business.

"Content" means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.

"Created Work" means original work created by you in any medium and sent to us with a view to our using it to decorate / to enhance / to improve / as an option / in our lightboxes.

"Designer" means a person who submits a design to us with a view to our selling Products containing all or part of that design.

"Intellectual Property" means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights, software, discoveries, Know-how, together with all rights which are derived from those rights.

"Our Website" means the entire computing hardware and software installation that is or supports our website.

"Post" means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on to Our Website, and the phrases "Posted" and "Posting" shall be interpreted accordingly; 

"Products" means any of the Products we offer for sale on Our Website, or, if the context requires, Products we sell to you.

Interpretation

In this agreement unless the context otherwise requires:

  • A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
  • These terms and conditions apply to all supplies of Products by us to any customer. They prevail over any terms proposed by you.
  • Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing; except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
  • In this agreement references to a party include references to a person to whom relevant rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
  • The headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
  • All money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.
  • A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
  • These terms and conditions apply in any event to you as a buyer or prospective buyer of our Products and so far as the context allows, to you as a visitor to Our Website.
  • This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

Our contract with you

This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties. 

Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.

Because we rely on our suppliers, We do not guarantee that Products advertised on Our Website are available.

We may change these terms from time to time. The terms that apply to you are those Posted here on Our Website on the day you order Products. We advise you to print a copy for your records.

If in future, you buy Products from us under any arrangement which does not involve your payment via Our Website, these terms still apply so far as they can be applied.

Our contract with you as a Designer of your Created Work

This and the following paragraph apply only to our relationship with someone who offers work to us, for us to use in the production of any Product. 

You may submit any number of Created Works to us for sale as part of our lightboxes. The procedure for submitting Created Work is set out on Our Website.

We are under no obligation to accept a Created Work you submit.

We will use software in Our Website to track sales of a Product which incorporates your Created Work.

You confirm that your Created Work has been created by you and that you own all rights in it.

We are entitled, but not obliged, to check any aspect of your Created Work and to refuse to print / publish it without giving you a reason. But if we do give you a reason, you accept that we have total discretion and that you may not challenge the reason we have given.

Terms of your licence to us of your Created Work

Your submission to us of a Created Work constitutes an offer to grant a licence to us in the terms of this paragraph. If we use your design, we are deemed to have accepted your offer.

The licence is in exchange for the satisfaction you will obtain for our using your work.

The licence shall be:

  • free of charge;
  • perpetual and exclusive;
  • for use throughout the World;
  • for use or resale by us or any person with our authority;
  • fully assignable and sub-licensable;
  • such that we may incorporate all or part of your Created Work in any other work;

We are under no obligation to recognise your author’s rights or to acknowledge your authorship in any way.

We are under no obligation to protect your Created Work.

Acceptance of your order

Your order is an offer to buy from us. Nothing that we do or say will amount to any acceptance of that offer until we actually dispatch the Products to you. At any point up until then, we may decline to supply the Products to you without giving any reason.

AND

Your order is an offer to buy from us. We shall accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order.

If we do not have all of the Products you order in stock, we will offer you alternatives. If this happens you may:

  • accept the alternatives we offer;
  • cancel all or part of your order.

Price and Payment

It is possible that the price may have increased from that posted on Our Website. If that happens, we will not send your order until you have confirmed that you wish to buy at the new price.

Prices do not include UK value added tax. 

Banking charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.

Any information given by us in relation to exchange rates are approximate only and may vary from time to time.

If, by mistake, we have under-priced an item, we will not be liable to supply that item to you at the stated price, provided that we notify you before we dispatch it to you.

The price of the items does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.

If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than 14 days from the date when we accept that repayment is due.

Payment on running credit account

This paragraph applies only if credit facilities have been granted to you.

Payment is due to reach our account before the last day of the month following delivery of the Products. Kindly note that your cheque may take some days to clear.

On request, we will supply details of our bank account so as to enable you to pay directly via the Internet or BACS.

Our accounting system will automatically charge interest to your account after the due date, at the rate of 1 percent per month.

If money due remains overdue after one month, the rate we charge will be 15%. You agree that this does not represent a penalty but is a reasonable estimate of the loss incurred by us as a result of not having the money.

Security of your credit card

We take care to make Our Website safe for you to use. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.

Consumer protection: cancellation and exclusions

This paragraph applies if and only if, you are a citizen of the European Union, and you bought the Products as a Consumer. The relevant law does not apply to Your Special Products.

You may cancel your order at any time before we despatch your order or before the expiry of 7 working days from the date you receive your order, not including the day you received it.

No term in this agreement shall take effect to reduce or remove any right you have under any law on account of your status as a Consumer.

As required by the Distance Selling Regulations, details of our after-sales service and guarantees, if any, are given on Our Website / in our catalogue.

If you cancel before we have sent the Products, we will refund to you the price of the Products and the cost of delivery, if any.

If you cancel after we have despatched the Products, we will refund the price of the Products only.

The option to cancel your order is not available if the Products are:

  • perishable;
  • made or altered to your specification;
  • shrink wrapped or otherwise sealed electronic media such as software or DVD, which has been opened.
  • newspapers or magazines

If you cancel your order after we have despatched the Products, you must return them to us within 7 days in the same condition in which you received them. We cannot refund your money if the Products have been used, worn or damaged.

You are responsible for the cost of returning them.

To assist us in identifying your Products on receipt by us, we ask you to telephone 02380776362 for a returns reference to be placed below our address / returns label.

If you fail to return the Products, within 14 days, we are entitled to arrange for their collection. If we do we shall look to you to repay us the cost of collection.

We will refund your money within 14 days of receipt by us of the returned Products.

The Law expects an expert to help a buyer to avoid buying a product which may be unsuitable in some way. We are retailers. We are not experts in all of the Products we sell. You alone must decide whether a Product is suitable for your requirement.

This paragraph does not affect your rights in the event that the Products are faulty.

Delivery

Deliveries will be made by the Carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.

All Products must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the Products may be retained by the driver. When your Products arrive it is important that you check immediately the condition and quantity. If your Products have been damaged in transit, you must refuse the delivery and contact us so that we may dispatch a replacement quickly and minimise your inconvenience.

If we are not able to deliver your Products within 28 days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.

Products are sent at our risk until signed for by you or by any other person at the address you have given to us.

Signing "Unchecked", "Not Checked" or similar is not acceptable.

Products are sent by post. We will send you a message by email to tell you when we have despatched your order.

If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.

Some items are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.

We are happy for you to pick up Products from our shop/ warehouse provided you make an appointment in advance and payment has been received into our bank. 

If you pick up Products from our premises then:

  • we will not be able to assist you in loading heavy items;
  • Products are at your risk from the moment they are picked up by you or your Carrier from our premises;
  • you agree that you are responsible for everything that happens after you take possession of the Products, both on and off our premises, including damage to property of any sort, belonging to any person.

Foreign taxes and duties

If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.

You are responsible for purchasing Products which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.

Risk and retention of title

The Products shall be at your risk as from delivery. 

We shall deliver the Products, duty and delivery paid, to your premises.

In spite of delivery having been made, property in the Products shall not pass from us until:

  • you have paid the Price in full; and
  • no other sums whatever shall be due from you to us.

Until property in the Products passes to you shall hold the Products on a fiduciary basis as bailee for us.

You must store the Products (at no cost to us) separately from all other Products in your possession and marked in such a way that they are clearly identified as our property.

Despite any of the Products remaining our property, you may sell or use the Products in the ordinary course of your business at full market value for our account.

Any sale or dealing shall be a sale or use of our property by you on your own behalf, so that you deal as principal and not as agent for us.

Until property in the Products passes from us the entire proceeds of sale of the Products shall be held in trust for us and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as our money.

We shall be entitled to recover the Price notwithstanding that property in any of the Products has not passed from us.

If we ask you to return Products unsold you must do so.

If, when asked, you fail to return the Products, we may enter your premises and repossess the Products.

You must not pledge or in any way charge by way of security any of the Products which are our property. Without prejudice to our other rights, if you do so, all money owing to us shall immediately become due and payable.

You must keep the Products insured to their full value against ‘all risks’ to our reasonable satisfaction until sold on by you.

If, when we ask, you fail to deliver to us a copy of your insurance policy covering risks to the Products, all money owing by you to us shall immediately become due and payable.

While ever we have title to any of the Products, which you have attached to or incorporated into new products, then:

  • title to the new products shall vest in us;
  • you shall hold such products as bailee of and to the order of us until we have received payment in full.
  • all our rights in relation to the Products (including our rights under this agreement) shall extend to such new products.

You must promptly deliver the prescribed particulars of this contract to the Companies Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to our other rights, if you fail to do so all sums whatever owing by you to we shall immediately become due and payable.

Liability for subsequent defects

We will repair or replace Products which fail to comply with the provisions of the Sale of Products Act 1979 or which show a defect. If you claim that the item is defective, the following conditions apply:

the defect must be reported to us within four weeks of becoming apparent;

the defect results only from faulty design or manufacture;

you have returned the defective Products or parts to us if we have so requested.

If we agree that we are liable, we will refund the cost of return carriage and will repair or replace the Products free of charge.

If we repair or replace Products, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.

Products returned

Detailed instructions for returning a faulty item are on our web site here

These provisions apply in the event that you return any Products to us for any reason:

We do not accept returns unless you buy as a Consumer, or there was a defect in the Products at the time of purchase, or we have agreed in correspondence that you may return them.

Before you return a Product to us, please carefully re-read the instructions and check that you have assembled it correctly and complied with any provisions relating to the power supply, plugs and sockets. 

The Products must be returned to us as soon as any defect is discovered.

So far as possible, Products should be returned:

  • with both Products and all packaging as far as possible in their original condition;
  • securely wrapped;
  • including our delivery slip;
  • at your risk and cost.

Please note in particular that we cannot deal with your complaint unless you return the entire Product that you bought: that is to say, with all components and parts and in the original packaging.

In returning a faulty item please encloses with it a note clearly stating the fault and when it arises or arose.

Most of the Products are covered by the manufacturer’s guarantee for a minimum of 12 months. Please first check the plug, fuse, batteries and the manufacturer’s operating instructions.

If delivery was made to a UK address, you are also protected by the Sale of Products Act 1979 and Supply of Products and Services Act 1982.

If we agree that the item is faulty, we will:

  • refund the cost of return carriage;
  • repair or replace the item as we choose.

Waste Electronic and Electrical Equipment Regulations 2006

These regulations provide that suppliers of equipment like high street shops and internet retailers must allow consumers to return their waste equipment free of charge.

Our obligation is to take back from you any electronic or electrical product when you buy a replacement product for similar use.

If you wish to take advantage of this service, you must return your waste item within 28 days of buying your new one. You must pay the carriage cost to us.

Disclaimers 

Conditions, warranties or other terms implied by the law of any country other than England and Wales / Scotland / Northern Ireland are excluded from this agreement to the fullest extent permitted by law.

We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the Products, at any time and without advance notice.

You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.

We give no warranty and make no representation, express or implied, as to:

  • the quality of the Products;
  • any implied warranty or condition as to merchantability or fitness of the Products for a particular purpose;
  • the correspondence of the Products with any description;
  • the adequacy or appropriateness of the Products for your purpose;
  • the truth of any Content on Our Website;
  • compliance with any law;
  • non-infringement of any right.

We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the purchase of Products.

Except in the case of liability for personal injury or death, our liability under this contract is limited, to the maximum extent permitted by law, to the value of the Products or services you have purchased.

Your account with us

You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Products.

If you use the website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your computer.

You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.

Content you Post to Our Website

You agree that you will not use or allow anyone else to use Our Website to Post Content which is or may:

  • be malicious or defamatory;
  • consist in commercial audio, video or music files;
  • be software which assists in or promotes: emulators, phreaking, hacking, password cracking, IP spoofing;
  • be illegal, obscene, offensive, threatening or violent;
  • be sexually explicit or pornographic;
  • promote discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation or age;
  • be likely to harass, intimidate, bully, upset, embarrass, alarm, annoy any other person;
  • be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
  • give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
  • solicit passwords or personal information from anyone;
  • be used to sell any Products or services or for any other commercial use;
  • be used to send any communication by automated email or otherwise;
  • include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
  • be incomplete or inaccurate or submitted otherwise than as requested by Our Website;
  • request personal information from other users nor Post any unnecessary personal information about you or any user without his permission.
  • link to any of the material specified above, in this paragraph.

Other restrictions

You agree that you will not use or allow anyone else to use Our Website:

  • to sell or promote any product or service without our express written consent;
  • in a way which violates the law of any country in which we operate, or which fails to comply with accepted Internet protocol;
  • for spamming. Spamming includes, but is not limited to:
  • sending unsolicited messages in bulk, or the sending of unsolicited emails which provoke complaints from recipients;
  • the use of distribution lists that include people who have not given specific permission to be included in such distribution process;
  • excessive and repeated Posting off-topic messages to newsgroups;
  • sending age-inappropriate communications or Content to anyone under the age of 18.

About Content Posted by you

You now confirm that:

  • you own all of the Content you Post;
  • you understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
  • you will immediately notify us of any security breach or unauthorised use of your account.
  • you accept all risk and responsibility for determining whether any Created Work is in the public domain and not confidential.
  • you irrevocably grant to us the right and licence to edit, copy, publish, distribute, translate and otherwise use in any medium and for any purpose any Content that you place on Our Website, throughout the World and in any medium. You represent and warrant that you are authorised to grant all such rights.
  • you agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Content as provided in the Copyright, Designs and Patents Act 1988 s80.
  • you now irrevocably release us from any right or claim of yours arising out of or in connection with any item of feedback, rating or other Content Posted by you.

Removal of offensive Content

For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.

We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

If you are offended by any Content, the following procedure applies:

  • Your claim or complaint must be submitted to us by post or email.
  • we shall remove the offending Content as soon as we are reasonably able;
  • after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
  • we may re-instate the Content about which you have complained or not.

In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.

You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

Security of Our Website

We may, at our discretion give you permission to access Our Website for the purpose of Posting or uploading Content of some sort. We may read, assess, review or moderate any Content Posted on Our Website. If we do, we need not notify you or give you a reason.

If you violate Our Website or use it unlawfully or immorally, we will take the strongest action against you that we can. By breaching this provision, you would commit a criminal offence under the United Kingdom Computer Misuse Act 1990. Your action may be unlawful in some country, where you may accordingly be subject to extradition and criminal proceedings.

You now agree that you will not, and will not allow any other person to:

  • modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
  • link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
  • download any part of Our Website, without our express written consent;
  • collect or use any product listings, descriptions, or prices;
  • collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
  • aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website;
  • for any purpose use our name, any proprietary information (including images, text, page layout, or form) of ours or of our affiliates in any way and in particular to entice search robots to some other website;
  • use Our Website to hack into the computer of any other person or make contact with any other computer;
  • make available or upload files that contain software or other material, data or information not owned or licenced to you, including pirated computer programs, pirated music or other media or links to any such files;
  • make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, "Trojan horses", "worms" or any other harmful software;
  • upload or republish any part of our Content on any Internet, intranet or extranet site.
  • hide or remove the banner advertisements on any page of Our Website;
  • share with a third party any login credentials to Our Website;
  • use on Our Website software which assists in:
  • data mining, extraction or collection;
  • emulating, phreaking, hacking, password cracking, IP spoofing or over-loading Our Website;
  • "framing", inserting pop-up windows, interstitial pages or advertisements, or similar techniques.
  • performing any automated operation;

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.

Despite the above terms, we now grant a licence to you to:

  • create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. you can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. you may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
  • you may copy the text of any page for your personal use in connection with the purpose of Our Website.

Indemnity

You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of Our Web Site, your Posting any Content, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.

Intellectual Property 

We will defend the intellectual property rights in connection with our Products and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).

Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.

You may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.

Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.

Miscellaneous matters

No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.

So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.

Where we provide Products or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other Products or service for which a charge is made. Accordingly, there is no contractual nor other obligation upon us in respect of those Products or that service.

If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by fax or by e-mail.

It shall be deemed to have been delivered:

  • if delivered by hand: on the day of delivery;
  • if sent by post to the correct address: within 72 hours of posting;
  • If sent by fax to the correct number: within 24 hours;
  • If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.

In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

The validity, construction and performance of this agreement shall be governed by the laws of England and Wales / Scotland / Northern Ireland.