1.Interpretation

The following definitions and rules of interpretation in this clause apply in these Terms and Conditions.

• 1.1 Definitions:
  Bitcoin Production: reward calculated each time the Bitfury Mining Pool mines a block according to the following formula: (Current block reward + Transaction fees of the mined block) * averaged Hashing Power for a period between the mined block and previous block mined by Bitfury Mining Pool / Bitfury Mining Pool averaged hashrate for a period between the mined block and previous block mined by Bitfury Mining Pool.
  Bitfury Mining Pool: Bitfury’s or its affiliates’ mining pool.
  Bitfury Organization: Bitfury, its affiliates and their respective shareholders, officers, directors, employees, representatives and agents.
  Business Day: 9:00am to 5:00pm Georgian time on a Business Day.
  Confidential Information: information that is proprietary or confidential.
  Control: the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise.
  Customer: an individual or entity to whom/which Bitfury is providing Services.
  Customer Distribution: has the meaning given in clause 2.1(b).
  Customer Wallet: Customer’s Bitcoin wallet and its public key always provided by the Customer to Bitfury in a secured form.
  Deployment Date: the date when the Hashing Power was deployed into Bitfury Mining Pool.
  Effective Date: has the meaning given in clause 1.3.
  Equipment: the IT hardware and equipment which generates the Hashing Power deployed into Bitfury Mining Pool.
  Hashing Power: the actual daily averaged rated hashing power generated by the Equipment and supplied to Bitfury Mining Pool.
  Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
  Monthly Fees: the monthly fees agreed between the Customer and Bitfury in written form.
  Services: as set out in clause 2.1.
  Technology: the Bitfury Organization’s hardware and related features and mode of operation, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data and all other original works of expression, methods, apparati and processes that it publishes, distributes, uses or otherwise exploits in the provision of Services, and includes without limitation any derivatives, improvements, enhancements or extensions thereof.
  Term: has the meaning provided in clause 10.

  • 1.2 By registration of a new user account as well as by accepting the Services, a Customer agrees to these Terms and Conditions as well as with any subsequent terms and conditions to which these Terms and Conditions refer and undertakes to adhere to all of these terms and conditions of use of Bitfury Mining Pool.

  • 1.3 These Terms and Conditions shall apply to a Customer from earliest of registration of a new user account or acceptance of Services (the “Effective Date”).

  • 1.4 The Customer and Reseller acknowledge and agree that these Terms and Conditions and any subsequent terms and conditions issued by Bitfury may be unilaterally modified or amended by Bitfury at any time without Customer’s or Reseller’s consent and Bitfury shall always notify the Customer and Reseller of such modification with reasonable time in advance.

2.Services

• 2.1 Subject to Customer's compliance with all terms and conditions hereof Bitfury shall, after the Deployment Date, ensure Customer that the following remote operational services (the “Services”) are being rendered in relation to the Hashing Power with all reasonable skill and care:

  • (a) remote management and deployment of the Hashing Power into Bitfury’s Mining Pool;

  • (b) calculation and transfer of the Customer’s share of Bitcoin Production which shall be the total of the Bitcoin Production minus the Monthly Fees (the “Customer Distribution”) to the Customer’s Bitcoin Wallet on a monthly basis. For the purpose of such distribution the amounts due will be calculated at the end of each month and will be payable within 15 days after the end of such month, and technical support and information reporting.

• 2.2 Nothing in these Terms and Conditions is intended to create any responsibility on Bitfury to manage the Customer Wallet, which shall be the sole responsibility of Customer.

• 2.3 Bitfury's determination of Bitcoin Production shall be conclusive in the absence of flagrant error. Bitfury will make all its calculations (and information on which those calculations have been based) available to Customer at written request of customer, within the reasonable time, but not later than 5 (five) Business Days from the receipt of such written request.

• 2.4 The Customers acknowledge, that the result of the Services depends on luck, the result of the Services cannot be foreseen and the amount of Customer Distribution is therefore variable, there may even be no distributions at all under some circumstances, and the distributions are in no case fully or partially guaranteed by Bitfury.

• 2.5 Bitfury is entitled not to accept the Hashing Power offered by the Customer (that is to refuse it) without having to give a reason, either temporarily in regard to all Customers or merely from certain Customers.

• 2.6 Customer is responsible for providing the correct payment information (in particular the correct address of their wallets) within their user account. Customers acknowledge that Customer Distribution is non-reversable even in case of their disbursement to wrong wallet. Bitfury is not liable for any damage incurred by the Customer by sending the Customer Distribution to wrong address except.

• 2.7 For the avoidance of doubt, Bitfury shall not be responsible for:

  • deployment and set up of the Equipment and any other ancillary equipment;
  • maintenance of the Equipment;
  • payment of Operating Costs and all applicable taxes;
  • maintenance of the level of Hashing Power;
  • any damage to the Equipment; and
  • any results deriving from above.

• 2.8 While Bitfury endeavours to maintain Bitfury Mining Pool available for Service at all times, 100% availability and uptime of Bitfury Mining Pool is not guaranteed. A Customer acknowledges that Bitfury Mining Pool may go offline for planned or unplanned maintenance, repairs or exceptional outages.

• 2.9 If Bitfury Mining Pool is unavailable due to a planned temporary maintenance shutdown, Bitfury shall inform the Customer thereof via website or in any other appropriate way, if possible.

3. Monthly Fees

Bitfury or its affiliates (as determined by Bitfury at its sole discretion) will be entitled to receive the Monthly Fees in Bitcoins or US$ (as decided by Bitfury at its sole discretion) by way of deduction from Bitcoin Production on a monthly basis. If Bitfury chooses to receive the Monthly Fees in US$ then such US$ will be measured in Bitcoins at the average Bitcoin closing price in US$ for the same month according to the Bitcoin Price Index published on www.coinmarketcap.com) and Bitfury will produce a monthly invoice and the Customer shall pay such invoice within 5 (five) business days of the invoice date.

4. Account

• 4.1 Bitfury reserves the right to suspend an access of the Customer to the user account of Bitfury Mining Pool and suspend the provision of Services permanently or temporarily in case of suspicion of breach of these Terms and Conditions by the Customer.

• 4.2 In cases referred to in clause 4.1, Bitfury shall investigate a suspicious activity and consequently shall either delete the user account permanently or activate it again. In case of user account deletion, Bitfury shall pay unpaid Customer Distribution.

• 4.3 Multiple user accounts controlled by a single person may be considered as botnet and access to these accounts may be therefore suspended. Bitfury reserves the right to investigate botnets pursuant to clause 4.2 above.

• 4.4 Inactive user accounts may be deleted by Bitfury after three email warnings made thirty (30), ten (10) and one (1) day prior the deletion.

• 4.5 The user account is considered inactive for the purposes of clause 4.4, if the Customer has not logged into their user account via website for more than one year (twelve consecutive months) and for the same period of time there was no record of Hashing Power on the user account.

• 4.6 After deletion of the account due to inactivity, the Customer loses a right to claim a payment of any unpaid Customer Distribution.

5. Customer's undertakings

• 5.1 Customer undertakes (and will procure any of its affiliate’s compliance with the same to the extent applicable to such affiliate):
  • to comply with all applicable Legislation in the performance of its obligations under these Terms and Conditions including the use of the Services;
  • to immediately notify Bitfury in the event that Customer, any of its affiliates or their respective shareholders, directors, officers, employees, representatives or agents violate any applicable Legislation or are investigated or prosecuted by any law enforcement agency in any jurisdiction in relation to any violation of Legislation; and
  • on request of Bitfury, promptly provide confirmation and supporting document confirming Customer’s and Affiliate’s compliance with the above undertakings.

6. Payment

• 6.1 Unless otherwise expressly stated, all prices are stated exclusive of VAT and other sales taxes, which shall be paid by Customer at the tax rate and in the manner prescribed by law.

• 6.2 All payments made by Customer under these Terms and Conditions shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without any deduction (for taxes or otherwise) or withholding, provided that, if Customer is required by law or regulation to make such deduction or withholding, it shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) pay to the relevant taxation or other authorities, as appropriate, the full amount of the deduction or withholding; (c) and furnish to Bitfury, within the period for payment permitted by the relevant law, either an official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld or if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and (d) pay to Bitfury such additional amount as is necessary to ensure that the net full amount received by Bitfury after the required deduction or withholding is equal to the amount that Bitfury would have received had no such deduction or withholding been made. Customer further represents and warrants and covenants that that no such deduction or withholding is presently applicable and should it become aware of any such deduction or withholding, it shall notify Bitfury immediately.

• 6.3 Customer represents and warrants that no withholding or other tax is required to be withheld from the Bitcoin Production, and on that basis, Bitfury will not withhold any such tax. Should Customer become aware of any such tax being required to be withheld, it shall notify Bitfury within 7 days. Should any such tax be required to be withheld, Bitfury will have the right to withhold any such tax by reducing the Hashing Power of the Equipment, deducting it from the Bitcoin Production or otherwise, and Customer shall indemnify Bitfury for any such tax.

• 6.4 At its absolute discretion, Bitfury may change the then current Monthly Fees without Customer’s consent by providing Customer with not less than five (5) days’ prior written notice.

• 6.5 If the Customer fails to make any payment due to Bitfury under these Terms and Conditions, then the Customer shall pay interest on the overdue amount at the rate of four per cent (12%) per annum above the base rate from time to time applicable with HSBC Bank plc. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the interest shall be paid together with the overdue amount.

7. Warranties, indemnities and non-disparagement

Customer represents, warrants and undertakes to Bitfury that it has full capacity and authority and all necessary consents to enter into and to perform these Terms and Conditions and that these Terms and Conditions is executed by its duly authorised representative and represents a binding commitment on it.

• 7.1 Customer agrees to indemnify, defend and hold the Bitfury Organization harmless from all loss, liability, claims or expenses (including reasonable attorneys’ fees) arising out of its negligence or breach of these Terms and Conditions by Customer. Customer’s indemnification obligations herein shall survive termination of the Services, howsoever arising.

• 7.2 Customer agrees to take no action which is intended, or would reasonably be expected, to harm the Bitfury Organization or its reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Bitfury Organization. Such actions including disparaging remarks, comments or statements that impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of the Bitfury Organization's business. This clause 7.3 does not prohibit Customer from taking actions to legally enforce these Terms and Conditions in accordance with clause 25.

8. Technology

• 8.1 Neither these Terms and Conditions nor the provision of Services transfers to Customer any ownership or proprietary rights in the Technology or any license thereto.

9. Limitation of liability

• 9.1 The following provisions set out the entire financial liability of Bitfury (including any liability for the acts or omissions of its shareholders, officers, directors, employees, representatives and agents) to Customer in respect of:

  • any breach of these Terms and Conditions howsoever arising; and
  • any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.

• 9.2 Except as expressly and specifically provided in these Terms and Conditions, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

• 9.3 Nothing in these Terms and Conditions excludes or limits the liability of Bitfury:

  • for death or personal injury caused by Bitfury's negligence; or
  • for fraud or fraudulent misrepresentation.

• 9.4 Subject to clause 9.3, Bitfury shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

  • loss of profits (including any Bitcoin Production); or
  • loss of business; or
  • depletion of goodwill or similar losses; or
  • loss of anticipated savings; or
  • loss of goods or any damage to property (including the Equipment) howsoever caused; or
  • loss of use; or
  • loss or corruption of data or information; or
  • any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

• 9.5 Bitfury's total aggregate liability in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall in all circumstances be limited to the total amount of all payments made by Customer to Bitfury pursuant to these Terms and Conditions during the 12-month period immediately preceding the event giving rise to Bitfury’s liability.

• 9.6 Bitfury bears no responsibility for operation of the respective protocols and respective sudden changes in Bitcoin operating rules (“forks”), other non-standard cryptocurrency occasions, and the respective material change on the value, function, and/or even the name of Bitcoins. If a fork occurs during a period when Bitfury owes to Customer Bitcoins as Customer Distribution, Bitfury may temporarily suspend the transfer of such Customer Distribution under clause 2.1 of these Terms and Conditions (with or without advance notice to the Customer) without any liability for the delay of the respective transfer. Bitfury may also, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol and the respective cryptocurrency entirely. In such case Customer acknowledges and agrees that Bitfury assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol. The transfer of Customer Distribution due to Customer in such case will be made in the cryptocurrency supported by Bitfury. In such case Customer will have no rights to claim Customer Distribution in cryptocurrency which operation is governed by an unsupported branch of a forked protocol.

• 9.7 This clause 9 shall survive termination of Services, howsoever arising.

10. Term and termination

• 10.1 The Services shall commence on the Effective Date. Unless terminated earlier in accordance with this clause 10, the Services shall continue for 12 months (Initial Term) and shall automatically extend for 12 months (Renewal Term) at the end of the Initial Term and at the end of each subsequent Renewal Term (with a maximum of two Renewal Terms).

• 10.2 Notwithstanding anything to the contrary herein, if for any period of thirty (30) consecutive days, the Bitcoin Production (measuring such Bitcoins in US dollars based on the daily Bitcoin closing price in US dollars in the Bitcoin Price Index for each day that Bitcoin Production was transferred to Customer) is less than the Operating Costs (Equipment Obsolescence), then Bitfury shall notify Customer within seven (7) days of such Equipment Obsolescence. Bitfury shall use its commercially reasonable endeavours to provide Customer with an option to upgrade the Equipment. If the upgrade option is not agreed within fourteen days (14) days after Bitfury’s notice, then these Terms and Conditions shall be deemed to have been mutually terminated.

• 10.3 Bitfury may unilaterally terminate the Services if the Customer commits a material breach of any of the terms of the Services, including breach of any obligation under clause 5.1. Bitfury shall be entitled to terminate the Services at its sole discretion without Customer’s consent at any time with 30 (thirty) days prior written notice.

• 10.4 Without prejudice to any other rights or remedies to which Bitfury may be entitled, Bitfury may terminate the Services or suspend and/or limit the Services without liability in any circumstances to Customer if: (a) Customer or any of its affiliates commits a material breach of these Terms and Conditions (which shall include the failure to pay any sum due under these Terms and Conditions by its due date) and (if such a breach is remediable in Bitfury's view) fails to remedy that breach within seven (7) days of Customer being notified of the breach; (b) there is a change of Control of Customer; (c) Customer purports to assign any of its rights or obligations under these Terms and Conditions without receiving prior written consent from Bitfury; or (d) (i) an order is made or a resolution is passed for the winding up of Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of Customer; (ii) an order is made for the appointment of an administrator to manage the affairs, business and property of Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of Customer, or notice of intention to appoint an administrator is given by Customer or its directors or by any person entitled under any applicable Legislation to do so; (iii) a receiver is appointed of any of Customer's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of Customer, or if any other person takes possession of or sells Customer's assets; (iv) Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; (v) Customer ceases, or threatens to cease, to trade; or (vi) the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt. During the period of any suspension or limitation of Services, Customer shall be deemed to have relinquished the Hashing Power to Bitfury.

11. Effects of termination

• 11.1 Upon termination of the Services however arising:

  • Customer shall be deemed to have relinquished the Hashing Power to Bitfury.
  • Bitfury will cease provision of the Services immediately;
  • any sums owed by Customer to Bitfury shall become immediately due and payable;
  • any and all rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before such date shall not be affected or prejudiced;
  • the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced; and
    subject to this clause 11.1, all rights of Customer under these Terms and Conditions shall terminate.

• 11.2 The termination of the Services shall not of itself give rise to any liability on the part of Bitfury to pay any compensation to Customer for loss of profits or goodwill, to reimburse Customer for any costs relating to or resulting from such termination, or for any other loss or damage howsoever arising.

12. Force majeure

• 12.1 Notwithstanding anything to the contrary herein, Bitfury shall not in any circumstances be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Bitfury or any other party), act of God or nature, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, accident, fire, explosion, flood, storm, lightening, earthquake, subsidence, epidemic or other natural disaster (Force Majeure). For the avoidance of doubt, Bitfury shall not be responsible for any loss of or damage caused to Customer’s Equipment by Force Majeure.

• 12.2 If Bitfury is prevented from providing Services by reason of Force Majeure, (a) Bitfury will notify Customer as soon as reasonably practicable; and (b) Bitfury’s obligations to Customer will be suspended for the duration of the Force Majeure. Where the Force Majeure affects the delivery of Services to Customer for a period of greater than six months, as determined in Bitfury’s absolute discretion, Bitfury shall have the right to cease provision of the Services and terminate the Services.

13. Anti-bribery

• 13.1 Customer shall:

  • comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption (Relevant Requirements);
  • have and shall maintain in place throughout the term of the Services its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
  • promptly report to Bitfury any request or demand for any undue financial or other advantage of any kind received by Customer in connection with the performance of Services or the use by Customer of the Equipment; and
  • within five (5) Business Days following Bitfury’s request, certify to Bitfury in writing signed by an officer of Customer, compliance with this clause 13 by Customer and all persons associated with it and all other persons for whom Customer is responsible. Customer shall provide such supporting evidence of compliance as Bitfury may reasonably request.

• 13.2 Breach of this clause 13 shall be deemed a material breach, which is irremediable, under clause 10.4.

14. Confidentiality

• 14.1 Each party may have access to Confidential Information of the other party under this these Terms and Conditions. A party's Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; or (b) was in the other party's lawful possession prior to the disclosure; or (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; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

• 14.2 Each party shall hold the other's Confidential Information in confidence, regardless of when received, and, unless required by law, 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 these Terms and Conditions.

• 14.3 Each party agrees to 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 Terms and Conditions.

• 14.4 This clause 14 shall survive termination of Services, howsoever arising.

15. Protection and processing of personal data

• 15.1 Each party shall comply with its respective obligations under the provisions of applicable data protection laws.

16. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms and 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.

17. Rights and remedies

Except as expressly provided in these Terms and Conditions, the rights and remedies provided herein are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

• 18.1 If any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Entire agreement

• 19.1 these Terms and Conditions constitutes 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.
• 19.2 Each party acknowledges that in entering into these Terms and 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 Terms and Conditions.
• 19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
• 19.4 Nothing in this clause 19 shall limit or exclude any liability for fraud, fraudulent misrepresentation or any other matter in respect of which liability may not lawfully be limited or excluded.
• 19.5 Nothing in these Terms and Conditions is intended to create any relationship of landlord and tenant between Bitfury and Customer.

20. Assignment

• 20.1 Bitfury 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 Terms and Conditions to a corporate affiliate.

21. No partnership or agency

• 21.1 Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
• 21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Third party rights

Except for the Bitfury Organization, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 or any other equivalent legislation to enforce or to enjoy the benefit of any term of these Terms and Conditions.

23. Notices

• 23.1 All notices shall be in writing and shall be delivered by personal service, email, facsimile, certified mail (or, if certified mail is not available, then by first class mail), or Federal Express or other internationally recognized courier to the following addresses or to such other address as a party shall have specified in a written notice to the other party in the manner specified by this clause 23. Any notice in relation to the Services shall be deemed given when sent, except in the case of certified or first class mail, which shall be deemed given three Business Days after the date on which it is mailed, and internationally recognized courier, which shall be deemed given two Business Days after the date on which it is sent. Notices shall be sent to the parties’ respective addresses as set out above, with an additional email copy to Bitfury at: [email protected] .

24. Governing law

These Terms and Conditions and any disputes or claims arising out of or in connection with it and Services or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.

25. Jurisdiction

Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, or the breach, termination or invalidity hereof, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.