All payments must be conducted through this site for security and customer protection*
Gurus Direct is a third-party booking marketplace that connects customers with suppliers. It is the Gurus responsibility to be clear about what service they are providing and to make sure they do their best to help the client.
Code of Conduct
In using our website, you agree to follow our Code of Conduct. Violation of our Code of Conduct may result in the immediate removal of a user.
Gurus may not:
- Solicit customers to pay for your services through a Third-Party payment platform.
- Harass customers in anyway, including harassment about any ratings you receive on your profile. If you have any concerns about a particular user, please contact us.
- Lie or make untruthful claims about your expertise or your ability to help (valid credentials must be provided)
- Make promises you do not intend to honour.
Customers may not:
- Try to persuade Gurus into receiving payment via a Third-Party payment platform. If you do so and the Guru does not deliver, you will be fully responsible for your loss.
- Harass Gurus to provide you with free help.
- Spam requests or send Gurus messages about things that are unrelated to the services provided by this website.
If you encounter a user who is spamming you, insulting you or generally abusing you in any way. Please contact us immediately.
3 Day Reply Policy
We expect users to be able to reply to requests in a timely manner. Gurus that don't reply to a request within 3 business days may face the removal of their Guru listing. We want to create a vibrant and active user base. We understand everyone is busy and Gurus may be in crunch time. So, replying in a timely manner may be very difficult. However, a one sentence reply stating you are currently very busy is much better approach than no reply at all. Communication is key! Gurus can always update their listing with current availability.
Confidentiality and Ethics
Both Gurus and customers have a responsibility to treat each other with dignity and respect and to behave in an ethical manner. Both parties should identify things they want kept confidential before, during and after any booking. Confidentiality and ethics mean a lot to us at Gurus.Direct and something that everyone needs to respect and uphold when using this service.
The Removal of a User
We have the right to remove any users from Gurus Direct and terminate their right to use this service, without any specific reason and without being liable for compensation. This is not something we would do lightly and would only do so if a user is abusing our system or abusing our users in any way.
No guarantees of the functioning of Gurus service are given. The users are themselves responsible for their actions in the service and they should estimate the reliability of other users before dealing with them. The service provider can under no circumstances be liable for damage that is caused to the user. The user may not store any information or data in the service and expect it to remain there.
While we hope that everyone has a great experience using our service. We understand that sometimes things can go wrong. Gurus could lie, make false claims, not show up to arranged meetings and abuse the system. If a Guru is clearly in the wrong and does not help the client. Gurus Direct will step in to help resolve the conflict. In order to receive a refund, we will contact both parties and try and resolve the conflict first. Keep in mind this is a case-by-case basis and we will need to hear from both sides. We want all our user to feel safe using the service. Gurus Direct is here to help you!
Gurus Direct will take 5-10% commission as a platform fee from every transaction. This enables us to continue to maintain and run this website effectively. This fee is calculated and displayed when inputting your hourly rate as a Guru. This fee is only taken when a payment is successfully processed.
Please note that all hourly rates and payments on this website are in USD.
All mentors are responsible for taxes in their country of residence. We are only a third-party booking platform and do not offer tax advice. Typically speaking Gurus would be working as "freelancers" and are paid directly from the customers PayPal account or through Stripe. Our platform fee is deducted out of the Gurus payment from the client. Payments flows like this: Customer>Escrow>Platform Fee>Guru. Please see an accountant if you are unsure about receiving money as a Guru.
Changes to this Agreement
GENERAL TERMS AND CONDITIONS
1. About these Terms
1.1. GURUS DIRECT is a platform providing a marketplace where certified professionals may connect with clients. It also serves as an introduction engine and payment service gateway. The Platform is not a quality assurance or vetting service, a project management tool, or a dispute resolution service.
1.2. The Platform is operated by ICT RATED LTD, registered in England and Wales with company number 08894630. Any reference to “we”, “us”, or “our” is a reference to ICT RATED LTD.
1.3. You may contact us via email@example.com
1.4. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us during your registration with us.
1.5. These Terms set out the terms and conditions under which Suppliers may use the Platform to offer and advertise their fixed-cost services, and Clients may view and place Orders for such services.
1.6. By using the Platform, opening a user account or by clicking to accept or agree to the General Terms and Conditions when this option is made available to a User, the User accepts and agrees, on behalf of themselves or on behalf of their employer or any other entity (if applicable), to be bound and abide by these Terms.
1.7. We may amend these Terms at any time by publishing the amendments on our website. Where appropriate, we will notify the amendments by e-mail to the Users at least 14 days before they enter into force. If a User does not accept the amendments, they are entitled to terminate the Contract before the amendments enter into force. If they continue to use the Platform after this date, they will be deemed to have accepted the respective amendments.
2.1. In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Client” means a natural or legal person (such as a company), including their authorised users, ordering robotic process automation services from Suppliers via the Platform.
“Confidential Information” has the meaning given in clause 9.1.
“Contract” means the contract between us and the Client, or us and the Supplier (as applicable), under which we have agreed to provide Services to the relevant User, and consists of these Terms, any other documents referred to herein, and any Order Form.
“Effective Date” means the date on which we have accepted the Order Form.
“Fee” means any amount charged by and payable to us, including any Order Fee.
“Normal Business Hours” means time between [9 a.m.] and [5 p.m.] UK time on Business Days.
“Order” means requirements for a specific work requested by a Client from a Supplier via the Platform, and confirmed and accepted by the relevant Supplier.
“Order Fee” means the fee quoted by the Supplier for completing the Order.
“Order Form” means any order form or document of similar nature (whether concluded in paper form or electronically) in which the User has ordered and we have agreed to provide the Services.
“Platform” means the platform operated by ICT RATED LTD which provides a marketplace where Suppliers may connect with Clients, also providing an introduction engine and payment service gateway.
“Services” means any services provided by us to the User via or in connection with the Platform, including access and use of the Platform itself, and any documents and materials made available by us.
“Supplier” means a provider registered with us that offers and provides services and posts rates (including hourly, daily, weekly, monthly, or yearly rates) on the Platform. Suppliers may be freelancers or employees of another company.
“Terms” means these General Terms and Conditions.
“Users” refers to both Suppliers and Clients.
“User Data” means the data (including applications) inputted by the User or by us on the User's behalf for the purpose of using the Services or facilitating the User's use of the Services.
“VAT” means value added tax.
2.2. In the Contract unless the context otherwise requires:
2.2.1. references to any gender include every gender;
2.2.2. words in the singular number include the plural number and vice versa;
2.2.3. references to persons include firms, companies and corporations and vice versa;
2.2.4. references to numbered clauses are references to the relevant clause in these Terms;
2.2.5. the headings to clauses of these Terms shall not affect the interpretation; and
2.2.6. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment.
3. Accessing and using the Platform
3.1. Users must be at least 18 years of age to access the Platform.
3.2. On the Platform, Suppliers may offer or advertise their fixed-cost services, and Clients may view and place Orders for such services. Suppliers may in their discretion accept Orders.
3.3. The Services are designed to be available during Normal Business Hours, subject to any emergency or scheduled maintenance notified to Users in advance.
3.4. We will support services during Normal Business Hours.
3.5. We may, from time to time and subject to notifying the Users in advance, make changes to Services to improve, update or upgrade existing functionality or Services; introduce new functionality or services; reflect changes to technology or market practice; or ensure that the Services remain compliant with all applicable laws, legal obligations or regulations. Any such changes shall not result in a material degradation in the Services.
3.6. Any passwords or user identification codes that we provide to Users must be treated as confidential and must not be disclosed to anyone else. Users are solely responsible for all activities that occur on or in connection with their respective Platform accounts and they must notify us immediately of any unauthorized access to or use of their Platform account. Users acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of their Platform account.
3.7. The Users acknowledge and agree that we and our licensors own all intellectual property rights in the Services and the Platform. Except as expressly stated in the Contract, these Terms do not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.
3.8. The Users acknowledge and agree that we retain the right to use all published delivered works for our marketing and promotion purposes.
4.1. We grant to the Client a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Client, via rights of access granted to the Client, to access the Platform, connect and communicate with us and Suppliers, and receive the results of Suppliers’ work solely for the Client’s business operations. The grant of this right and licence is subject to the Client’s compliance with the Contract.
4.2. The Client shall be responsible for all acts and omissions of each of its authorised users and any and all use of the Services using each authorised user's access credentials.
4.3. To enable us to provide the Services, the Client grants us a non-exclusive right and licence to copy, exploit, process, store, transmit and use their User Data solely to the extent necessary to provide the Services.
4.4. The Client shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Services. The Client acknowledges that a failure to do so may impact its use of the Services.
4.5. Unless otherwise specified in the Contract, the Services may be provided from any jurisdiction and from more than one jurisdiction at any one time.
4.6. We do not provide any guarantee of the identity of Suppliers and level of service provided by Suppliers to Clients. Unless otherwise expressly set out in writing, we do not warrant that the Services, Orders or results obtained from their use are fit for the Client's purposes, are error free or uninterrupted, are compatible with the Client’s hardware or software, or are delivered on time, and the Client assumes sole responsibility for such results.
5.1. We grant to a Supplier a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Supplier, via rights of access granted to the Supplier, to access the Platform, connect and communicate with us and Clients, and send to Clients the results of their work (i.e. deliver Orders). The grant of this right and licence is subject to the Supplier’s compliance with the Contract.
5.2. When a Client requests Supplier’s services and the Supplier accepts the request, an Order is created and the Supplier is bound to fulfil the requirements of the relevant Order and may not cancel Orders on a regular basis or without cause.
5.3. Suppliers must deliver completed Orders (including any files and proofs of work) using the dedicated functionality on the Platform, in accordance with the Client’s requirements specified in the Order.
5.4. Suppliers are required to meet the agreed delivery time. Failing to do so will allow the Client to request to cancel their order.
5.5. When delivering work or services under an Order, the Supplier grants to the Client a non-exclusive, non-transferable, and non-revocable right and licence, without the right to sublicense, to use the work.
5.6. Upon completion of an Order we shall credit the Supplier’s user account with the agreed amount stated in the Order, from which we may deduct our commission and any other applicable fees. The Supplier may request to withdraw the funds at any time. For security reasons, we may temporarily disable a Supplier’s ability to withdraw the funds to prevent fraudulent or illicit activity.
6.1. When a Supplier accepts a Client’s Order, the Client agrees to pay to us the Order Fee.
6.2. Where available, the Client may order additional services for which we may charge additional Fees.
6.3. Any and all Fees shall be paid to us before the Supplier commences any work on the Order, using a valid payment card or acceptable payment method. We may process payments ourselves or via third-party payment service providers. When payment is accepted we shall generally notify the Client and the Supplier, at which time the Order shall commence.
6.4. Unless stated otherwise, all amounts quoted are in US dollars and exclusive of VAT.
6.5. The Client acknowledges and agrees that where services are provided by a Supplier in respect of an Order, the Order Fee shall represent the gross income of the Supplier. The Client agrees that we may collect this payment from the Client on behalf of the Supplier. We may also charge a commission for acting as the agent of the Supplier in the relevant transaction. This commission will be deducted from the Order Fee collected by us before we distribute the payment to the Supplier. Any VAT that is due in relation to the sale is the responsibility of the Supplier. For the avoidance of doubt, we are only responsible for declaring and accounting for any VAT that is due on the commission that we will charge to the Client.
6.6. By making any payment to us and/or providing payment details to us, the Client represents and warrants that (a) they are authorised to provide such information; (b) they are authorised to make payments using the selected payment method; (c) if they are an employee or agent of a company or person that responsible for the payment card or payment method, they are authorised by that company or person to use the payment card or payment method to make payments to us; and (d) such actions do not violate any applicable law.
6.7. Users may not offer or accept payments using any other method than through the Platform. Users shall report to us any offer to make or accept payment using any such method. Breach of this clause 6.7 shall be considered a material breach of the Contract.
6.8. Invoices issued by us shall be sent to Client’s registered email address.
7. Permitted Conduct
7.1. Users shall not, and shall procure that each authorised user does not:
7.1.1. except to the extent expressly permitted by the Contract or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or the Platform (as applicable) in any form or media or by any means;
7.1.2. except to the extent expressly permitted by the Contract or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Platform;
7.1.3. store, access, publish, disseminate, distribute or transmit via the Services and or the Platform any material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property;
7.1.4. access all or any part of the Services or the Platform in order to build a product or service which competes with the Services;
7.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the authorised users; or
7.1.6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 7.
7.2. Suppliers shall not offer or advertise, and Clients shall place Orders, and we may in our discretion and without notice to any User cancel Orders breaching our acceptable use policy, in particular but not limited to Orders consisting of or relating to:
7.2.1. illegal or fraudulent services;
7.2.2. infringement of any intellectual property rights;
7.2.3. adult-oriented, pornographic, or obscene services;
7.2.4. intentional copies of other offers;
7.2.5. spam, violent, deceptive, misleading offers or Orders; and
7.2.6. offers or Orders consisting of or relating to activities that are prohibited by any laws.
7.3. We will not tolerate rude, abusive, improper language, discriminatory conduct, or violent messages and may suspend any User behaving in this way.
8.1. We may, without prejudice to any other rights or remedies available to us, suspend the User’s access to, or use of, the Services in whole or in part immediately on notice to the User if:
8.1.1. the User has failed to pay any amounts due to us under the Contract or if any payment under clause 6 has not been authorised;
8.1.2. the User is otherwise in breach of its obligations under the Contract;
8.1.3. there is an attack on the Services used by User or if User Data is accessed or manipulated by a third party without the User’s consent;
8.1.4. we are required by applicable law to suspend the User's access to, or use of, the Services; or
8.1.5. we reasonably believe that the suspension of the Services is necessary to protect our infrastructure, network or the use of the Services by other Users because of a threat to the security, integrity or use of the Services.
8.2. We shall use reasonable endeavours to re-establish or permit access to the Services as soon as possible following our determination that the cause of the suspension has been resolved.
8.3. We shall have no liability whether under these Terms or at law to the Use for any exercise of our rights pursuant to this clause 8.
9.1. In order to perform our obligations under the Contract, we may be given access to information of the respective Client that is proprietary or confidential and is either clearly labelled or identified as such (“Confidential Information”).
9.2. Subject to Clause 9.4, we shall hold the Client’s Confidential Information in confidence and not make the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of the respective Contract.
9.3. We shall take all reasonable steps to ensure that the Client’s Confidential Information to which we have access is not disclosed or distributed by our employees or agents in violation of the terms of the Contract.
9.4. We may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, we give the respective Client as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 9.4, we take into account the reasonable requests of the respective Client in relation to the content of such disclosure.
10.1. The Client shall defend, indemnify 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 the Client's use of the Services provided by us under the Contract, provided that the Client is given prompt notice of any such claim; we provide reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and the Client is given sole authority to defend or settle the claim
10.2. We shall defend the User, its officers, directors and employees (if applicable) against any claim that the User's use of the Services provided by us under the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality. We shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims and all related losses, costs and expenses, provided that we are given prompt notice of any such claim; the User provides reasonable co-operation to us in the defence and settlement of such claim, at our expense; and we are given sole authority to defend or settle the claim.
10.3. In the defence or settlement of any claim, we may procure the right for the User to continue using the Services provided under the Contract, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on three Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
10.4. In no event shall we, our employees, agents and subcontractors be liable to any User to the extent that the alleged infringement is based on a modification of the Services by anyone other than us; any User's use of the Services in a manner contrary to the instructions given to the User by us; or the User's use of the Services or after notice of the alleged or actual infringement from us or any appropriate authority.
10.5. This clause 10 states the Client’s sole and exclusive rights and remedies, and our (including our employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. Our Liability
11.1. The Services are provided to Users on an "as is" basis.
11.2. We shall not be responsible for the appropriateness of, or violations of any intellectual property or other rights, by any content created or uploaded to the Platform by Users. Users shall be solely responsible for such content and the consequences of using, disclosing, storing, or transmitting it. By uploading to or creating content on the Platform, Users represent and warrant that they own or have obtained all rights, licenses, consents, permissions or authorisations, necessary to use and/or upload such content and that such content or the use thereof on the Platform does not and shall not infringe or violate any third-party rights, and violate any applicable laws and regulations.
11.3. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Users in connection with Services, or any actions taken by us at the User’s direction.
11.4. We shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any other indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by any User in connection with the Services or in connection with the use, inability to use, or results of the use of the Services or any materials, automations, code, scripts and other deliverables provided or developed as a result of an introduction on the Platform.
11.5. We shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
11.6. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect a User’s computer equipment, computer programs, User Data or other proprietary material due to a User’s use of the Platform or to a User’s downloading of any material posted on it, or on any website linked to it.
11.7. Our total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited, or the Order Fee paid by the Client in respect of the Order in connection with which the claim arose.
11.8. Nothing in these Terms shall limit or exclude any liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability which cannot be properly excluded under English law.
11.9. Nothing in the Contract excludes the liability of the User for any breach, infringement or misappropriation our intellectual property rights.
12. Term and termination
12.1. If the Client is currently not anticipating receipt of any services from any Suppliers, the Client may terminate the Contract without cause at any time by informing us by email or by deleting their user account.
12.2. If the Supplier is currently not providing services to a Client under an Order, the Supplier may terminate the Contract without cause at any time by informing us by email or by deleting their user account.
12.3. We may terminate the Contract without cause at any time by serving to the User a 14-days’ written notice.
12.4. Without limiting its other rights or remedies, either party (including us and Users) may terminate the Contract with immediate effect by giving written notice to the other party if:
12.4.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of the other party being notified in writing to do so;
12.4.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.4.3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.4.4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.5. Upon termination of the Contract, we will delete all User Data of the respective User within sixty (60) days after the Contract has expired. The User can download all their User Data before the expiration of this period. We do not guarantee that the User Data will remain available after the expiration of this date.
13.2. Force majeure. We shall have no liability to the User under the Contract if we are prevented from or delayed in performing our obligations under the Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control (provided that the User is notified of such an event and its expected duration), including, without limitation strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party); failure of a utility service or transport or telecommunications network; act of God, war, riot, civil commotion or malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire, flood, storm; default of suppliers or subcontractors; or epidemic or pandemic.
13.3. Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of our rights or obligations under the Contract. A User may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
13.4. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
13.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
13.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7.1. All notices given under or in connection with the Contract shall be in writing.
13.7.2. Any notice or communication shall be deemed to have been received:
(i) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
(ii) when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
(iii) on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or
(iv) on the tenth Business Day following mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.9. Governing law. The 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 and Wales.
13.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.