This Licence Agreement (“Agreement”) governs Your use of PressHalo and any associated Modules covered by the Order Form which refers to this Agreement.
Please read this Agreement carefully.
By confirming acceptance of the Order Form which references this Agreement (either by clicking on the acceptance button or by actually using PressHalo), You are legally bound by the terms of this Agreement.
If You do not accept this Agreement, You may not use PressHalo.
1.1 Definitions – The definitions and rules of interpretation in this clause apply in this Agreement:
1.2 Interpretation – In this Agreement and its schedules: (a) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns; (c) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Subject to the terms of this Agreement, We grant You a limited, non-exclusive, non-transferable, non-sub-licensable right to use PressHalo during the Term solely for the Intended Use by You.
3.1 Services – We will provide PressHalo to You subject to the terms of this Agreement. The scope of PressHalo is defined in the applicable Order Form.
3.2 Availability – We will use reasonable endeavours to make available PressHalo through Our web portal but We cannot guarantee that PressHalo is error-free, never interrupted or 100% available, particularly during planned maintenance and unscheduled maintenance. We may at Our sole discretion revert to a previous version of PressHalo and related Content. In addition, We will not be responsible for unavailability or interruption due to:
3.2.1 Your or third party hardware or software;
3.2.2 Your failure to follow reasonable instructions in relation to the use of PressHalo or to adhere to any required configurations, use supported platforms or policies for acceptable use;
3.2.3 unauthorised action or inactions by You or any User;
3.2.4 pre-release, beta, discretionary or trial services or functionality;
3.2.5 delays or failures resulting from the transfer of data over communications networks and facilities, including the internet.
3.3 Maintenance and Updates – You acknowledge that We may at any time, at Our sole discretion and without notice (a) suspend PressHalo for repair, maintenance or improvement, which We shall restore as quickly as is reasonably possible; (b) make available such updates, upgrades, bug fixes, enhancements or other changes which We feel appropriate; (c) extend, enhance, change or discontinue any part of PressHalo; (d) make available additional functionality, services or data which is not detailed in the Order Form and these discretionary services may be withdrawn at any time without notice.
4.1 Use – You will use PressHalo for the Intended Use only. We make no claim or warranty regarding the effectiveness or suitability of PressHalo to You, and We will not be responsible for the result of use and reliance on PressHalo by You.
4.2 Access – You are responsible for any activity performed with your Login. You will ensure that (a) PressHalo will be used for the Intended Use only; (b) information given to Us by You in setting up Your Login (such as identification or contact details during the registration process) will be accurate, correct and kept up to date; (c) You will keep username and password confidential and will not share Your Login with anyone; (d) You will not allow any third party to access PressHalo using Your credentials and will notify Us promptly as soon as You become aware of any unauthorised access or use of PressHalo.
4.3 Responsible Use – You will use PressHalo in accordance with Our Acceptable Use Policy and where this is exceeded, then without prejudice to Our other rights and remedies We may, without liability to You limit, disable or suspend Your access to all or any part of PressHalo and We will be under no obligation to restore access.
4.4 Unauthorised Content – You must not use PressHalo to access, store, distribute or transmit any material that (a) infringes the intellectual property rights or licences of any third-party; (b) is unlawful, harmful, fraudulent or in any way dishonest, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) facilitates illegal activity; (d) depicts sexually explicit images; (e) promotes unlawful violence; (f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; (g) causes damage or injury to any person or property; or (h) is a Virus. We reserve the right at Our absolute discretion to disable Your access to PressHalo, and remove any material that breaches (or that We suspect may breach) the provisions of this clause.
4.5 Unauthorised Use – Under no circumstances will You use PressHalo (a) to publish or distribute Content, including Your Content, which You have not been explicitly authorised to; (b) for any purpose that is unlawful or prohibited by this Agreement and You shall comply with any applicable local, state, national, or international laws or regulations when using PressHalo. Unless You have been specifically permitted to do so by Us in writing, You will not: (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of PressHalo, Content or Documentation in any form or media or by any means; (b) access all or any part of PressHalo in order to build a product or service which competes with PressHalo; (c) make PressHalo available to any third party.
4.6 Our Right to Remove Content – We have the absolute right to remove any Content, including any of Your Content or other materials that You have included on PressHalo and any material that, in Our sole and absolute opinion, may mislead, infringe third party rights or cause offence or otherwise may constitute unauthorised Content according to clause 4.5.
5.1 Responsibility of Data – You may provide data and Content to PressHalo in several ways which may include, but not limited to, manually via the web interface, file transfer, email or web service interface. You acknowledge that We have no responsibility for the Content provide to PressHalo by You or any third-party and that such Content are the sole responsibility of the originator. We make no representation or commitment as to the authenticity, reliability or accuracy and shall have no liability or obligation whatsoever in relation to such data or Content, including derivatives of such data or Content.
5.2 Ownership of Content – You or Your licensors own all right, title, and interest in and to Your Content. Except as provided under this Agreement, We obtain no rights from You or Your licensors to Your Content, including any related intellectual property rights. You consent to Our use of Your Content to provide PressHalo. We may disclose Your Content to provide PressHalo or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
5.3 Formatting and Layout – We reserve the right to systemize, summarize, arrange and layout any Content and to publish any Content in such modified form or in unmodified form.
5.4 Editing – You acknowledge that We may process Content, including for the purposes of (a) incorporation of metatags, urls, beacons, logos, and copyright notices; (b) formatting for distribution; and (c) correction of typographical, spelling, and other non-substantive errors.
5.5 Customer Warranties – You confirm and warrant to Us that: (a) You own, or have all the necessary rights to, any and all Your Content (including, without limitation, pictures and videos), and these rights include the right to access, distribute, publish, reproduce, modify or make other such use of Your Content through and in relation to PressHalo; (b) Our storage, processing, disclosure and distribution of Your Content in the course of providing PressHalo will not be unlawful or infringe any third party rights or licences; (c) Your Content is not unlawful, libellous or in any way contravene any requirement of law or code of practice; (d) Your Content does not infringe the intellectual property, other rights or licences of any third-party; (e) Your Content does not contain any Virus;
5.6 Indemnities – You will indemnify Us in full against all claims, damages, losses, costs, liabilities and expenses (including reasonable legal fees) which We may suffer or incur as a result of (a) Your breach, or alleged breach, of the warranties in clause 5.5; (b) any third party claim in relation to Your Content. You will promptly and fully co-operate with Us and provide Us with all relevant information, evidence and assistance to assist in Us defending such claim.
6.1 Data Protection Legislation – Each party shall comply with its obligations under Data Protection Legislation in respect of this Agreement and on request by the other party will provide the other party with reasonable assistance to enable the other party do so.
6.2 Privacy – We consider Your personal data to be private and operate PressHalo according to Our Privacy and Security Policy, which We may update from time to time. Our Privacy and Security Policy describes the way We may process personal information (which may include, but not limited to, name, company name, contact and email details, billing and user account details), and describes Our use of this information (which may include, but not limited to, authenticating and auditing access to PressHalo, maintaining security, for billing purposes, debt collection or any purpose associated with providing PressHalo):
6.2.1 You acknowledge, and agree, that Your personal data may be transferred or stored outside the EEA or the country where You and the Users are located in order to provide PressHalo and Our other obligations under this Agreement;
6.2.2 We will process the personal data only in accordance with the terms of this Agreement and Our Privacy and Security Policy any lawful instructions reasonably given by You from time to time; and
6.2.3 We will take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage and that, having regard to the state of technological development and the cost of implementing any measures, the measures shall ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and to the nature of the data to be protected.
7.1 Your Acknowledgement – You acknowledge that access to Third-Party Services may require additional licences or commercial agreement between You and the relevant third-party. Accessing such Third-Party Services is undertaken solely at Your own risk and You will comply with all restrictions, terms and conditions of such third parties in Your use of the same.
7.2 No Warranty of Third Party Providers – We make no representation or commitment as to the reliability or accuracy of Third-Party Services provided by any third party and shall have no liability or obligation whatsoever in relation to such data, Content, products and services or Your use thereof, or correspondence with, any such third-party, their website, or any transactions completed, or any contract entered into by You with any such third party.
7.3 No Endorsement – We do not endorse or approve any third-party data, Content or website nor the data or Content of any of the third-party website made available via PressHalo.
7.4 Third Party Contracts – Any contract entered into or any transaction completed with any third-party is between You and the relevant third party, and not Us.
7.5 Content Distribution – You acknowledge and agree that (a) once You authorise Us to publish and distribute Your Content to the public domain, third parties, newswires or any other distribution services, We shall not be able to cancel, withdraw, correct, modify or change errors in Your Content; (b) where Your Content has been published and distributed by third parties, Your Content, copies or excerpts may remain in the public domain, on other websites, or part of other archives and shall remain out of Our control indefinitely; and (c) We shall have no liability to You for any damage or loss caused by the future reproduction or dissemination of Your Content carried out by third parties..
7.6 Media Coverage – You acknowledge and agree that (a) We may make submitted Content available to third parties via multiple distribution methods but We not have access or control over the distribution of the Content; and (b) We may make reasonable efforts to distribute Your Content to third parties if, and where, applicable, however We cannot ensure or guarantee coverage by the media or any other third party.
8.1 Your Co-Operation – You will provide Us with (a) all reasonable co-operation in relation to this Agreement and all reasonable access to such information as may be required by Us in order to render PressHalo, including but not limited to Your Content, security access information and configuration services.
8.2 Our Privacy and Security Policy – You will comply with Your obligations under Our Privacy and Security Policy and We reserve the right to suspend access to PressHalo by You for breach, or alleged breach, of the Privacy and Security Policy.
8.3 Laws and Regulations Affecting You – You will comply with all applicable laws and regulations with respect to Your activities under this Agreement.
8.4 Licences – You will obtain, maintain, comply with all necessary licences, consents, and permissions in relation to Your Content including those necessary for Us, Our contractors and agents to perform Our obligations and to exercise Our rights under this Agreement.
8.5 Your Network Connections – You are solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Our networks and data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
9.1 Fees – You will pay the Fees in advance and in accordance with the payment schedule stated on the Order Form. Once the Order Form has been confirmed, the Fees are non-refundable and the Order may not be cancelled.
9.2 Additional Services – You may order additional Modules or services and You will pay the relevant Fees for these Modules and services as applicable at the time. Additional Modules or services may be subject to associated terms and conditions.
9.3 Rate Card – Where You pay fees based on Our rate card, We reserves the right to change Our rate card for services at any time.
9.4 Payment Terms – We will invoice You the relevant Fees in respect of (a) the Initial Term; (b) subject to clause 14.1, for the Fees payable in respect of the relevant Renewal Period; (c) any Fees associated with an Order Form for additional Modules or services according to clause 9.2. You will pay each invoice within fourteen (14) days after the date of Our invoice or as set out on the relevant Order Form, whichever is earlier. If the Order Form specifies payment by credit card, You will provide (prior to Your use of PressHalo) valid, up-to-date and complete credit card details to Our appointed credit card processing agent, and You authorise Us to bill such credit card (a) for the Fees payable in respect of the Initial Term; and (b) subject to clause 14.1, for the Fees payable in respect of the any Renewal Period.
9.5 Non-Payment – If We do not received payment within fourteen (14) days after the due date then without prejudice to Our other rights and remedies We may: (a) without liability to You, disable or suspend Your and Your Users’ access to all or any part of PressHalo and We will be under no obligation to provide any software, services or support while the invoice(s) concerned remain unpaid; (b) charge interest on the overdue amount at the rate equal to eight (8) percentage points over the then current base lending rate of Our bankers in the UK at the date the relevant invoice was issued, commencing on the due date with interest accruing daily until the date of actual payment and be compounded at the end of each calendar month continuing until fully paid, whether before or after judgment; and (c) charge reasonable additional administration costs, which may include, but not limited to, court costs and reasonable legal fees We incur associated with pursuing the late Fees. If You fail to pay any two or more instalment payments in full and on time within the Initial Subscription Term or a Renewal Period, the entire unpaid Fees applicable to that Initial Subscription Term or Renewal Period will immediately become payable.
9.6 Terms of Invoicing – All amounts and Fees stated or referred to in this Agreement: (a) shall, unless agreed by Us in writing, be payable in pounds sterling; (b) are non-cancellable and non-refundable; and (c) are exclusive of value added tax and all other sales taxes and applicable taxes to the provision of services, third party disbursements such as bank charges or transfer fees, which shall be added to Our invoice(s) and paid by You at the appropriate rate.
9.7 Fee Increases – We may increase the Fees and all other applicable fees at the start of each Renewal Period or upon thirty (30) days’ prior notice to You after the Initial Term, and the Fees payable by You under this Agreement shall be deemed to have been updated accordingly.
10.1 Our Rights – You acknowledge that We and/or Our licensors own all intellectual property rights in PressHalo, the Documentation, the Content provided by Us (including that derived from Your Content) under PressHalo, including all enhancements and modifications made at Your request or suggestion. You have no rights in or to use the same except as expressly permitted by Us in this Agreement.
10.2 Your Content – You hereby grant Us, and Our third parties, a non-exclusive, world-wide, royalty-free, non-transferable, irrevocable licence (with power to sub-licence for the sole purpose of the provision of PressHalo pursuant to this Agreement) to use all Your Content and Your and Your licensor’s intellectual property rights solely for the provision of PressHalo. In addition, You acknowledge that We may use, distribute, make derivative products from or resell Contributed Content and You grant Us a non-exclusive, world-wide, royalty-free, non-transferable, irrevocable licence (with power to sub-licence) in relation to the same.
11.1 Confidential Information – Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not include information that (a) is Your Content which has been submitted for publication or distribution; (b) is or becomes publicly known other than through any act or omission of the receiving party; (c) was in the other party’s lawful possession before the disclosure; (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (e) is independently developed by the receiving party, which independent development can be shown by written evidence; or (f) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Mutual Undertaking – Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not use or disclose any Confidential Information to any third party other than for the purposes of, or permitted by, this Agreement. Notwithstanding the foregoing, You acknowledge that We shall not be liable in any way in relation to the access or disclosure of Your Confidential Information resulting from the Your or the Users’ own use of PressHalo including Your grant of access of any information to any Users.
11.3 Customer References – You agree that We may refer to You as being Our customer on Our website, in social media, in reference lists and sales presentations.
11.4 Survival – This clause 11 shall survive termination of this Agreement, however arising.
12.1 Mutual Warranties – Each of the parties warrants to each other that (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) it has taken all corporate steps requisite to be taken in order that it be legally effective and binding upon it; (c) entering into this Agreement will not cause it to be in breach or default of another agreement. Save as expressly provided in this clause, all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are hereby expressly excluded to the extent permitted by law.
12.2 Indemnity – You will defend, indemnify Us and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (a) Your use of PressHalo; (b) Your breach (or alleged breach) of this Agreement or any representation, warranty or covenant made by You in this Agreement; and (c) Your violation of any applicable law, statute, ordinance, regulation or any third party’s rights, or claims asserted by third parties, provided that (a) You are given prompt notice of any such claim; (b) We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense.
13.1 No Unlawful Limitations or Exclusions – Nothing in this Agreement excludes Our liability: (a) for death or personal injury caused by Our negligence; (b) for fraud or fraudulent misrepresentation; or (c) for any other liability which may not be limited or excluded by law.
13.2 Your Responsibility
13.2.1 You are solely responsibility for results obtained from the use of PressHalo, and for conclusions drawn from such use; We shall have no liability for any damage caused by mistakes, defects, Virus, poor quality, omissions or inaccuracies in any information, instructions, algorithms, methods or scripts provided to Us by You or by other Users or third party providers or from reproduction by Us of such mistakes, defects, Virus, poor quality, omissions or inaccuracies, all of which will be for Your sole account.
13.2.2 We shall have no liability to You for any failure to perform, or delay in performing, any services which is caused or contributed to by a breach by You and unless otherwise agreed in writing We shall be entitled to rely on all information and materials provided by You without verifying the same.
13.3 Consequential Losses – Subject to clause 13.1, We will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, loss or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
13.4 Aggregate Liability – Subject to clause 13.1, Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees received by Us from You during the twelve (12) months immediately preceding the date on which the claim arose.
13.5 Force Majeure – Subject to clause 13.1, We shall have no liability to You under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are informed in writing of such an event and its expected duration.
14.1 Term of Agreement – This Agreement shall, unless otherwise terminated in accordance with this clause 14, commence upon Our acceptance of the Order, and shall continue in effect until the expiration, cancellation or termination of the "Service Term".
14.1.1 Term Based Services – Where Services are to be provided for a specific period of time (e.g. packages, term-based projects and subscription services), the Service Term shall commence on the start date indicated in the Order Form (or, if no start date is indicated, upon Our acceptance of the Order Form, or as otherwise agreed by the parties), and shall remain in effect for the initial term set forth in the Order Form (the “Initial Term”), unless terminated earlier in accordance with this Agreement. The Service Term shall automatically renew for consecutive one-year renewal periods (each, a “Renewal Period”) unless (a) the Order Form specifies a Renewal Period, in which case the Service Term shall automatically renew for the Renewal Period specified on the Order Form; (b) either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (c) otherwise terminated in accordance with the provisions of this Agreement.
14.1.2 Non Term Based Services – Where Service have no term specified in the Order Form, the Service Term shall commence upon Our acceptance of the Order Form, and remain in effect until the Service has been rendered and payment of all amounts due in respect of the Service is received in full, unless otherwise terminated in accordance with the provisions of this Agreement.
14.2 Termination for Breach or Insolvency – Either party may terminate this Agreement at any time forthwith in writing without liability to the other if (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; (b) the other party becomes bankrupt or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business or is a business insolvent or goes into liquidation or if the party shall have an administrator appointed or if a receiver, administrative receiver shall be appointed over any of its assets or undertaking; or (c) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
14.3 Your Change of Control – We may terminate this Agreement forthwith in writing if You undergo a Change of Control.
14.4 Effect of Termination – On termination of this Agreement for any reason: (a) all licences granted by Us under this Agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) We may destroy or otherwise dispose of any of Your Content in Our possession unless We receive, no later than fourteen (14) days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of Your Content; (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; (e) clauses 10, 11, 12.2, 13 and 14.4 shall continue to have effect notwithstanding termination for any reason.
15.1 Method of Service – Any notice required by this Agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by fax (provided a transmission slip is retained). We may send any notices in accordance with the most recent contact information which You have provided to Us (which may include Your email address, provided that the email has not been returned). After the termination of this Agreement We will only send You notices if legally obliged to do so, or if You, or Users, expressly provide consent to further communication (for example by signing up for Our services again).
15.2 Deemed Service – A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by recorded delivery post shall be deemed to have been received at the time at which it was delivered. A notice sent by fax or email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender and no error message is received by the sender) or if transmission is not in business hours, at 9.00am on the first Business Day following the transmission.
16.1 Amendments – These Terms may be updated or revised from time to time by Us and Your continued use of PressHalo shall be deemed to be acceptance by Your of the revised terms.
16.2 Waiver – A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. No time or other indulgence allowed by either party to the other shall constitute any waiver of any rights or remedy unless other specifically stated otherwise in writing.
16.3 Rights Cumulative – Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law or other rights available under this Agreement.
16.4 Severance – If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force; if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.5 Entire Agreement – This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.6 Pre-Contract Statements – Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
16.7 Assignment – You may not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement.
16.8 No Partnership or Agency – Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.9 Third party rights – This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.10 Law and Jurisdiction – This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim except that a party may seek an interim injunction in any court of competent jurisdiction.