COURSE BOOKINGS

Terms & Conditions Array Academy Limited Booking Terms & Conditions (July 2022)

Please read the following important terms and conditions (‘T&Cs’) before you buy anything from us as these are the terms on which we will supply you with our services and/or goods. In this contract:“We”, “us” or “our” means Array Academy Limited (referred to on our website and in our materials as Array Academy, Dr Chris Hutton and/or the Company); “You”’ or ‘”your”’ or “delegate” or “students” means the person buying training or other Services from us; the “Services” referred to in this contract are the Array Academy training courses or attendance at events that you purchase from us. The training courses offered include: Foundation anti-wrinkle and dermal filler course, individual courses, “Bespoke Course” etc and may be supplied either over the internet (e-learning) or in person (practical courses); and the “Goods” means training booklets, kits, posters and anything else advertised by us from time to time If you don’t understand any of this contract and want to talk to us about it, please contact us: by email at training@arrayacademy.co.uk (we will respond to emails within 24 hours excluding weekends) by telephone on 028 9091 8897. (calls will be answered between 9am & 5pm from Monday to Friday)

by post at Array Academy, 665 Lisburn Road, Belfast BT9 7GT.

Who are we?

Array Academy Limited is registered in Northern Ireland under company number:

Our registered office is at: 665 Lisburn Road, Belfast BT9 7GT

Our VAT number is: 314916017

Contacting us

You can contact Array Academy in any one of the following ways:by telephone on 028 9457 1840 by post at Array Academy 665 Lisburn Road, Belfast BT9 7GT by email at training@arrayacademy.co.uk

Introduction

1.1 If you buy Services from us you agree to be legally bound by:(a) these terms and conditions;

(b) extra terms which may add to, or replace some of, this contract. This may happen for legal or other reasons. We will contact you to let you know if we intend to do this by giving you one month’s notice. You can end this contract at any time by giving one month’s notice if we tell you extra terms apply; and

(c) specific terms which apply to certain Services details of which are set out below or which may be provided when you register for those Services. All of the above documents form part of this contract and will be referred to in this agreement as the Contract.

2. Booking your training course or event For certain of our training courses there are eligibility criteria. Please check the relevant website pages and clause 4 (“Your obligations”) below for details of these. We reserve the right to decline admission to our courses if you do not meet the relevant criteria or for any other reason.Below, we set out how a legally binding contract between you and us is made.

2.1 Any quotation given by us before you make an order for Services is not a binding offer by us to supply such Services.

2.2 When you decide to place an order for Services with us, this is when you offer to buy such Services from us.

2.3 When you place your order with us, we will acknowledge your order by telephone or by email. This acknowledgement does not, however, mean that your order has been accepted.

2.4 We may contact you to say that we do not accept your order. If we do this, we will try to tell you promptly why we do not accept your order. This is typically for the following reasons:(a) we cannot carry out the Services (this may be because, for example, we have a shortage of staff);(b) we cannot authorise your payment;(c) you are not allowed to buy the Services from us;(d) we are not allowed to sell the Services to you;(e) there has been a mistake on the pricing or description of the Services.

2.5 We will only accept your order when we confirm this to you by email and we receive payment from you in accordance with clause 3 below (“Order Confirmation”). At this point:(a) a legally binding contract will be in place between you and us; and(b) we will carry out the Services in the way you and we have agreed.

2.6 Access to a training course is given to the person whose details were entered when the booking with us was made and the minimum age for any delegate is 19.

2.7 We reserve the right to cancel or change planned training courses in relation to dates, locations and course content. You will be notified at least 24 hours in advance of any such changes where this is possible and a full refund given in the event of cancellation or should you be unable to attend due to any changes we make. (See clause 6 below regarding our refund policy and information about cancellations and changes to the Services).

2.8 Irrespective of circumstances, we accept no liability for any loss of earnings or expenses incurred by you or any models as a result of such changes.

3. Charges and payment for Services

3.1 We accept payment by all major credit and debit cards, either via the telephone or via our website. We do NOT accept payment by bank transfer or by cash.

3.2 Our payment terms are:

3.2.1 Payment must be made in full when booking a course date. An Order Confirmation will be sent by email within 24 hours of payment being received in full; or

3.2.2 In certain circumstances, subject to credit checks, the Company may use its discretion to allow payment to be made by instalments. A deposit payment would be required immediately upon acceptance of the proposed instalment scheme. An Order Confirmation will be sent by email within 24 hours of the deposit payment being received We reserve the right to refuse to accept payment via the instalment scheme as our standard policy is payment in full for the Services in advance.

3.2.3 The price of the Services is in pounds sterling (GBP) and does not VAT at the applicable rate.

Instalment plans

3.3 Payment under our instalment scheme must be made in line with the agreed instalment plan. Monies that remain outstanding on the due date will incur a late payment administration charge of £25 per calendar month (or part of a month) until such time as the balance is paid in full.

3.4 In the event that an instalment payment is not made in line with the agreed instalment plan, the entire balance of the debt owed to the Company becomes due for immediate payment.

3.5 We reserve the right to seek recovery of any monies remaining unpaid after the due date. In such circumstances you shall be liable for any and all additional administrative and legal costs (such as court fees). Interest will be charged at 5% above Bank of England base rate.

3.6 Where full payment is due this must be paid in full no later than 3 weeks prior to the course or event start date. It is your responsibility to ensure that the balance is paid in full by this date. Failure to do so may result in us cancelling our provision of the Services to you and any payment already made may be forfeited in accordance with clause 6 below.

3.7 The discretionary instalment plan terms of repayment for a single course is based on an initial deposit, followed by repayments across a three-month period.

3.8 The discretionary instalment plan terms of repayment for a package of courses is based on an initial deposit, followed by repayments across a 6-month period.

3.9 Array Academy is authorised by The Financial Conduct Authority (FCA) to offer regulated credit agreements. Loans offered under this scheme are offered at our sole discretion and are provided under terms set out in our Consumer Credit Agreement (a copy of this agreement is available on request).

4. Your obligations in relation to the supply of Services

4.1 You shall:(a) comply with these Ts&Cs and if you are making a booking on behalf of another person you will be responsible for his/her compliance;

(b) provide your full and accurate contact details (or if you are booking for another person, the correct details of the person who will attend the course or event);

(c) confirm that you (or any other person for whom you are making a booking) is 19 years of age or older;

(d) meet (or you confirm that the person for whom you are making the booking) meets the minimum criteria set out in clause

4.2 below;

(e) comply or procure that the delegate complies with the reasonable requests of the trainer during the course;

(f) comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to you and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform your obligations under or in connection with the Contract;

(g) retain copies of any literature issued in relation to the provision of our services; and

(h) Accounts and passwords for Online and E-learning: these details are personal to you and are registered with us. Your right of access is permitted for as long as we choose to allow such access. Personal accounts may not be shared, and you are responsible for preventing unauthorised access to your account. You accept responsibility for all activities that occur under your account or password on either the Array Academy system or the company website.

4.2 Minimum Criteria.

We reserve the right to refuse to provide the Services where you or the person for whom you have made a booking do not meet the following minimum criteria:

(a) fluency in written and spoken English;

(b) a pass grade in your professional registration or qualification check (in this instance you shall be entitled to a full refund minus a £50 administration fee);

(c) current registration with your professional body which carries an active pin number (i.e. GMC/GDC/NMC etc).

4.3 Booking for others. It is your responsibility to ensure that you (or the person for whom you are making the booking) meet these minimum criteria before making a booking and if we do not supply the Services because of your failure to meet these criteria no refunds will be given.

4.4 Array Academy Code of Conduct. You, or the person for whom you make a booking, will comply with the Array Academy Code of Conduct, a copy of which we will provide to you (or the delegate) with the course materials.

4.5 Booking for another person. Where you are making a booking for another person you will provide them with a copy of these Ts&Cs and a copy of Array Academy Code of Conduct and a copy of our Privacy Policy and Fair Processing Notice.

4.6 Intermediate & Advanced Training. You are required to read all pre-course reading provided in advance of the delivery of the practical learning session.

5. Carrying out the Services

5.1 We will carry out the Services by the time or within the period which you and we agree. Time is not of the essence other than in relation to your payment obligations.

5.2 Our carrying out of the Services might be affected by events beyond our reasonable control. If so, there might be a delay before we can restart the Services, having made reasonable efforts to limit the effect of any of those events and having kept you informed of the circumstances, but we will try to restart the Services as soon as those events have been fixed. Examples of events which might be beyond our reasonable control include:a) you change the Services (and this means we have to do extra work or wait for extra materials);

1. b) we have to wait for your other providers to complete their work before we are able to carry out the Services;
2. c) materials are not delivered at the time agreed with the supplier of the materials (and we cannot obtain a replacement within a reasonable time or the price charged by a supplier is much higher than the original charge);
3. d) we cannot access the site at the times we agreed with you;
4. e) poor weather conditions.

5.3 If you intend to order Array Academy’s/any of our e-learning courses, you understand and agree that these specific services are built with the sole intention of improving standards of aesthetic practice in those who have already been certified and undertaken practical learning. Such e-learning courses in isolation are in no way a certification or qualification to practice medical activities. This is because competence cannot be assessed without practical experience and training with a reputable training provider such as the practical training courses which Array Academy provide.

5.4 We reserve the right to refuse admittance or require a delegate to leave an event/course or workshop at any point and without notice if you (or the delegate, where you have made a booking for another person) do not adhere to our Code of Conduct. No refund will be given in such circumstances.

5.5 While it is intended that delegates on certain courses will have an opportunity to treat patients this is at the trainer’s clinical discretion on the day.Online E-Learning Terms and Conditions

5.6 The following terms apply to ALL online learning provided by us:5.7.1 Array Academy’s e-learning courses are built with the specific intention of improving standards of Aesthetic Practice in those who have already been certified and undertaken practical training whether with us or another online training provider.

5.6.2 Courses are intended as a means to continue professional development, and we specifically do not certify competence to practice based solely on e-learning material.

5.6.3 Competence cannot be assessed without practical experience and training with a reputable training provider such as Array Academy – please see practical training courses on this website.

6. Cancellations or amendments to the Services by us

6.1 We reserve the right to cancel or change planned training courses in relation to dates, locations and course content. You will be notified at least 24 hours in advance of any such changes where this is possible and a full refund given in the event of cancellation should you be unable to attend due to any changes we make.

6.2 Irrespective of circumstances, we accept no liability for any loss of earnings or expenses incurred by you or any models as a result of such changes.

6.3 We do not issue refunds for cancelled courses which are caused by Force Majeure Events (see further information on this in clause 14.5 below).

6.4 We will make all reasonable effort to replace a cancelled course by arranging an alternative date but this cannot be guaranteed. Where the majority of delegates for that course have been affected, this will be made free of additional charge.

7. Cancellations or amendments to attendance at courses or events by you

We understand that sometimes plans change and you may need to change your arrangements.

Please see below our terms for how we handle your cancellations and amendments. These rules also apply to sickness. Should you wish to cancel your booking, the following terms and conditions apply

7.1 Course cancellations will be provided within 14 days of purchase in line with the Consumer Rights Act (2015) applicable to Great Britain and Northern Ireland. Outside of this period, no refund will be issued.

7.2 Course cancellations and refunds are subject to the terms and conditions set out in this document. Any exceptional circumstances which may be taken into consideration are solely at the discretion of Array Academy and are assessed on a case-by-case basis.

7.3 All cancellations must be made in writing to training@arrayacademy.co.uk

7.4 Where we are able to resell your place on a course or at an event we will charge you an admin fee of £50

7.5 Any remaining balance on a delegate’s account must be allocated to a further course within 12 months of a cancellation or will be void.

Refunds for Online and E-learning

7.6 Because of the nature of our products it is not our policy to refund for e-Learning courses once access has been made via the unique access codes. All access to our systems is governed by a unique username and password.

The username and password are part of a system that protects the security of the resource and enables us to monitor usage by any individual.

When a refund request is received, we reserve the right to track the usage by an individual (through his/her username and password). No refund will be granted if Array Academy has reason to believe that an individual has viewed any of the course material that they purchased.

7.7 Booking of events included as part of a course are subject to the booking Terms & Conditions of that event which will be provided separately.

7.9 Insurance: you may choose to independently arrange insurance to provide protection against possible cancellation. We do not provide any cancellation insurance. We cannot recommend an insurance provider nor can we accept any liability for any insurance policy you choose to buy.

Cancellation of a Course Package In addition to the terms above the clauses below also apply to cancellations and payments due for course packages including but not limited to the Foundation Course

7.10 The initial deposit taken for a package booking is non-refundable.

7.11 If a Package is cancelled part way through the programme of courses, ALL elements (including but not limited to practical courses, eLearning, training materials, mentorship day, online coaching sessions) that have been undertaken at that point will be charged at their original FULL price – not at the discounted price attributed to being part of a package or programme of courses. Any monies paid above this full price calculation, will be refunded, less an administration charge of £50.

7.12 If one or more element of a course has been taken at the point of cancellation and you have not paid the full amount due for the cost of that element, we reserve the right to seek recovery of any such monies. In such circumstances, you shall be liable for any and all additional administrative and/or court costs required to recover such sum(s). Amendments – changing course dates. (Applies to ALL courses including Packages & The Aesthetics Mastery Programme)

7.13 Should you wish to amend your booking by changing your course date, the following terms and conditions apply:

(a) all requests to change course date must be made in writing to training@arrayacademy.co.uk and will incur a £25.00 admin charge.

(b) we cannot guarantee you a place on your chosen alternative course date. If a place cannot be provided on your preferred date, you will be offered a refund in line with the terms and conditions in this document.

(c) a rearrangement fee will apply as follows:(i) changing date between 1-3 working weeks (7-21 calendar days) before your original training course date – there is a 30% charge plus the administration charge of £25;

(ii) changing date within 1 week (7 calendar days) of course date there is 50% charge plus £25 admin fee;

(iii) changing date within 48 hours – 100% fee.

7.14 In the event of a death in your immediate family, please contact us within 7 days of the circumstances to notify us and we will re-book your course place upon the supply of a death certificate (subject to a £25 administration fee). No other exceptions can be made.We apply these fees because the closer it gets to the course date, the harder it is to fill delegate spaces. If you need to change your course, please contact us on 028 9091 8897 to book onto a different date and to pay the residual charge required if necessary. Amendments and attendee substitutions

7.15 A substitute may attend an event in your place at no additional charge if:(a) you give us notice in writing at least 2 working days before the training start date;(b) you include the contact details of the substitute;

(c) the substitute accepts to be bound by these terms and conditions; and

(d) the substitute meets all entry and eligibility criteria for the training.

7.16 We will make any reimbursements using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise.

8. Your privacy and personal information

8.1 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy and Fair Processing Notice, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information. Our Privacy Policy is available at www.arrayacademy.co.uk/privacy-policy .

8.2 Where you are making a booking for another person it is your responsibility to make sure that s/he has been given a copy of the Privacy Policy and Fair Processing Notice before you provide us with their personal information.

8.3 In booking a training course with us, you agree to us using any data you submit in order to process your order and for our future marketing purposes. You can choose not to receive further marketing materials at any time by contacting us.

8.4 Delegates’ records are regarded as confidential and therefore will not be divulged to any third party, other than professional bodies such as the General Medical Council if legally required to do so.

8.5 We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by us will only be in connection with the provision of agreed services and products.

9. Limit on our responsibility to you

9.1 The extent of our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause

9.9.2 Subject to clauses

9.4 and 9.5 our total liability shall not exceed the sum of the course/event fee paid or payable.

9.3 Subject to clauses 9.4 and 9.5, we shall not be liable for consequential, indirect or special losses.

9.4 Subject to clauses 9.5, we shall not be liable for any of the following (whether direct or indirect):(a) loss of profit;(b) loss of contract;(c) loss of opportunity;(d) loss of savings, discount or rebate (whether actual or anticipated);(e) harm to reputation or loss of goodwill.

9.5 Notwithstanding any other provision of the Contract, our liability shall not be limited in any way in respect of the following:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other losses which cannot be excluded or limited by applicable law;

(d) any losses caused by wilful misconduct.

9.6 Our learning materials (including but not limited to; pre-course reading, e-learning materials, podcasts, videos, marketing & business materials and all information contained on or in them are provided on an “as is” basis and are intended for medical professionals. It is provided without warranty of any kind, express or implied.

9.7 We rely on both academic and industry sources to confirm the accuracy of the information presented and therefore we as the publisher and our editors and presenters cannot guarantee its accuracy. Delegates should be aware that professionals in the field may have different opinions. Because of this fact and also because of regular advances in medical research, we strongly recommend that readers independently verify facts. Ultimately it is your responsibility to make your own professional judgement. Description or reference to a product or publication by us does not imply endorsement of that product or publication, unless it is owned by us and in which case is subject to the relevant disclaimers.

9.8 To the fullest extent permitted by law, Array Academy and its staff are not responsible for any losses, injury or damage caused to any person or property (including under contract, by negligence, product liability or otherwise) whether they be direct or indirect, special, incidental or consequential, resulting from the application of the information given during training or from the application of the information on our website or in our other materials.

10. Intellectual Property

10.1 The trade marks (including logos) which are displayed on our learning materials are the property of Array Academy Limited or its licensors. Any use of our trade marks (such as “Array Academy”, “Dr Chris”) or other trademarks displayed on our learning materials is strictly prohibited without our prior written consent.

10.2 We own or are the licensee of the copyright and other relevant intellectual property rights in all text and images relating to our services. You will not adapt, alter or create any derivative work from any of our materials (including the website) or to use such material for any purpose other than your personal, non-commercial use without our prior written consent.

10.3 None of the content of the website and training materials may be copied or otherwise incorporated into or saved in any other website, electronic retrieval system, publication, or any other work in any form (whether hard copy, electronic, or other). For the avoidance of doubt, the framing of this site or any part of it is not permitted without our prior written permission.

10.4 Any requests for permission to use our images or other use of our intellectual property not authorised by these Terms and Conditions should be made to training@arrayacademy.co.uk

10.5 Non-transferability of Membership – As a registered Member of this Site, Array Academy Ltd grants you a personal, non-exclusive, non-assignable, and non-transferable license to use and display the information offered by the Site on any machine(s) of which you are the primary user. You acknowledge that you may not sublicense, transfer, sell, or assign this license or the Site without written authorisation from Array Academy Ltd. Any attempt to sublicense, transfer, sell, loan, or assign the license may result in its immediate termination.

11. Disputes

11.1 We take pride in the quality of our service and as such will try to resolve any complaints as quickly and efficiently as possible.

11.2 Complaints about any aspect of our Services should be made as soon as possible in writing by emailing training@arrayacademy.co.uk or by writing to Array Academy 665 Lisburn Road, Belfast BT9 7GT

11.3 Full details of our complaints policy can be found on our website.

11.4 If you and we cannot resolve a dispute using our internal complaint handling procedure, we will let you know that we cannot settle the dispute with you; and subject to clause below either you or us can enter into a formal mediation or issue proceedings in court.

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

11.6 In the event that you and we cannot settle any dispute directly or via mediation or either party seeks an injunctive remedy you and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

12. Termination

12.1 We reserve the right to terminate the provision of the Services with immediate effect in the following situations:

(a) you (or the delegate if you have booked for another person) fails to abide by the Array Academy Code of Conduct;

(b) if you materially breach these Terms & Conditions and fail to resolve the breach within 30 days from us providing you with written notice of the breach;

(c) we can terminate the website immediately as part of a general shut down of services.

12.2 Either party may terminate in accordance with clause 14.5 (Force Majeure).

13. Confidentiality

13.1 You shall keep confidential all Confidential Information of ours and shall only use the same as required to perform the Contract where Confidential Information includes but is not limited to our course materials and personal information about our models/ trainers. The provisions of this clause shall not apply to:

(a) any information which was in the public domain at the date of the Contract;

(b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

(c) any information which is independently developed by you without using information supplied by us; or

(d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract except that the provisions of clauses

13.1 (a) to 13.1 (c) shall not apply to information to personal data (as defined in our Privacy Policy).13.2 This clause shall remain in force for a period of two years from the date of the Contract.13.3 To the extent any Confidential Information is personal data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with data protection legislation.

14. Supply of Goods

14.1 The price for the Goods shall be as set out on our website or, as advised by us before the date the order is made (“Price”).

14.2 The Prices are inclusive of:

(a) packaging and delivery; and

(b) VAT (or equivalent sales tax).

14.3 We shall take payment for the Goods prior to delivery and provide a VAT invoice on request.

15. General

15.1 Third party rights: No one other than a party to this contract has any right to enforce any term of this Contract.

15.2 No partnership or agency: The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither you nor we shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

15.3 Variation: we reserve the right to amend these Ts&Cs from time to time without notice to you and your continued use of our Services will signify your acceptance to any changes. Please therefore regularly review these Ts&Cs before making further purchases.

15.4 Validity: if any of these terms are deemed invalid, void or unenforceable, that term will be deemed severable and will not affect the validity and enforceability of any other term.

15.5 Force Majeure:

“Force Majeure” means an event or sequence of events beyond your or our reasonable control or preventing or delaying you or us from performing your or our obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving our or our suppliers’ workforce, but excluding your inability to pay or circumstances resulting in your inability to pay. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. The party subject to the Force Majeure event shall promptly notify the other party in writing when such event causes a delay or failure in performance and when it ceases to do so. If a Force Majeure event occurs, therefore releasing each party from their obligations under the Contract, we will reserve the right to keep any payment made by you to cover the expenses we have incurred in anticipation of the provision of our Services to you. We will make all reasonable effort to replace a cancelled course by arranging an alternative date but this cannot be guaranteed.

15.6 Waiver

(a) No failure, delay or omission by us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

(b) No single or partial exercise of any right, power or remedy provided by law or under the Contract by us shall prevent any future exercise of it or the exercise of any other right, power or remedy by us.

(c) A waiver of any term, provision, condition or breach of the Contract by us shall only be effective if given in writing and signed by us, and then only in the instance and for the purpose for which it is given.

15.7 Entire agreement

(a) You and we agree that the Contract constitutes the entire agreement between you and us and supersedes all previous agreements, understandings and arrangements between you and us, whether in writing or oral in respect of its subject matter.

(b) We and you acknowledge that we have not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. Neither you nor we shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

(c) Nothing in these Conditions purports to limit or exclude any liability for fraud.

15.8 Law. The Contract and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England, Wales and Northern Ireland.