The Client's attention is particularly drawn to the provisions of clause 8.
1.1 Definitions. In the Particulars and Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
C2R: C2R Concept to Reality Limited registered in England and Wales under Company number 7292555 and whose Registered Office is at 2 The Dell, Broughton, Brigg, North Lincolnshire, DN20 0WA. VAT number 105 374 928.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.
Contract: the contract between C2R and the Client for the supply of Services in accordance with the Particulars, Conditions and any Schedules.
Client: the person or firm who purchases Services from C2R as specified in the Particulars.
Client Materials: all materials, plant, equipment, tools, drawings, specifications and data supplied by the Client to C2R.
Deliverables: any design, drawing, raw data, report, document, goods or product, software, programming tool, interface, specification or other deliverable to be developed, created or provided by C2R for the Client as specified in the Particulars.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Client's order for Services as set out in the Client's purchase order form or the Client's written acceptance of C2R's quotation or the Particulars when signed by the Client, as the case may be.
Particulars: the particulars of contract sheet forming part of the Contract setting out amongst other matters, the details of the Client, Services, Deliverables and Charges.
Point of Handover: means the point in time at which any Client Material is received by C2R and in the case of Client material comprising plant or machinery the time when C2R signs a written acknowledgement of such receipt;
Services: the services, including the Deliverables, to be supplied by C2R to the Client as set out in the Particulars.
Services Start Date: the day on which C2R is to start providing the Services, as set out in the Particulars.
Site: the premises of the Client or any third party where Services are to be provided.
C2R Materials: has the meaning set out in clause 4.1(g).
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes.
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when C2R issues written acceptance of the Order or signs the Particulars at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of C2R which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter, web pages or advertising issued by C2R, and any descriptions or illustrations contained in C2R's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 The Particulars, Conditions and Schedules (if any) apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by C2R shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3.1 C2R shall:
(a) supply the Services to the Client in accordance with the details set out in the Services section of the Particulars in all material respects;
(b) commence the supply of Services on the Services Start Date and use all reasonable endeavours to meet any performance dates specified in the Particulars, but all such dates shall be estimates only and time shall not be of the essence for performance of the Services;
(c) take reasonable care of all Client Materials in its possession and subject to clause 4.3 to 4.5 inclusive, make them available for collection by the Client on reasonable notice and request;
(d) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose; and
(e) observe all reasonable health and safety rules and regulations and security requirements that apply at any Site, provided they have been communicated to C2R. C2R shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract.
3.2 C2R shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and C2R shall notify the Client in any such event.
3.3 C2R warrants to the Client that the Services will be provided using reasonable care and skill.
3.4 In the event two or more parties comprise the Client, C2R shall be entitled, if not otherwise defined, to determine at its entire discretion which of the Services and/Deliverables shall be provided to which Client. If there is more than one Client then each shall be jointly and severally liable for their obligations under this agreement.
4.1 The Client shall:
(a) ensure that the terms of the Order and any information set out in the Particulars and Schedules is complete and accurate;
(b) co-operate with C2R in all matters relating to the Services;
(c) provide C2R, its employees, agents, consultants and subcontractors, with access to the Site and other facilities as reasonably required by C2R;
(d) provide C2R with such information and materials as C2R may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare the Site for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
(g) keep and maintain all materials, equipment, documents and other property of C2R (C2R Materials) at the Client's premises in safe custody at its own risk, maintain C2R Materials in good condition until returned to C2R, and not dispose of or use C2R Materials other than in accordance with C2R's written instructions or authorisation;
(h) comply with all applicable legislation, decisions of any competent authority and any reasonable instructions from C2R; and
(i) ensure that any Services set out in the Particulars meets its own requirements and C2R shall be entitled to assume that the Client has approved any prior design, layout, feasibility study, prototype, criteria or tests in the event C2R proceeds with any defined Services based on the same, subject to any formal acceptance tests agreed in the Services section of the Particulars, unless the Client's requirement have been notified to C2R or the Contract otherwise expressly obliges C2R to take on this responsibility.
4.2 In the event that any aspect of the Services are to be supplied at a Site, the Client shall:
(a) ensure a safe place of work for any C2R employee, agent or sub-contractor in attendance at a Site and such employees, agent or sub-contractor shall be informed by the Client about all applicable legislation and codes of practice, including in relation to health and safety at work relevant to the Site and shall notify such employee of any applicable site conditions and risks;
(b) at its own cost provide suitable secure accommodation, assistance, facilities, and environmental conditions for the installation and housing of any plant or equipment or as otherwise requested by C2R or required to provide the Services, and all necessary electrical power supplies (including back-up and a secure electricity power supply if needed) and other installations and fittings;
(c) ensure that any restoration of the Site is effected at the Client's sole cost; and
(d) procure all permissions, licences, waivers, consents, registrations and approvals necessary for or reasonably considered desirable by C2R to deliver, install and provide the Services at the Site.
4.3 In the event that the Client provides to C2R any Client Materials then the Client shall:
(a) be responsible for any carriage, replacement, delivery, off-loading, storage and collection of any Client Material or for its availability to the extent reasonably required by C2R up to the Point of Handover;
(b) ensure that the Client Material is suitable, complete and fully functional or preserved to the extent reasonably required for the Contract or otherwise in accordance with C2R’s reasonable requirements or specifications;
(c) discharge its obligations in respect of any Client Material in a timely manner and in any event within the lead times specified in the Contract or as otherwise notified by C2R;
(d) be responsible for the security of the Client Material up to the Point of Handover and for any disaster recovery issues and to the extent reasonably capable of duplication for maintaining back-up examples of the Client Material.
4.4 Risk in the Client Material shall remain with the Client up to the Point of Handover and risk shall return to the Client at the moment the Client Material is sent back to the Client.
4.5 C2R reserves the right to dispose of as it sees fit (including by way of sale or auction) any Client Material left on a C2R site three months after completion of the relevant Services or forthwith in order to comply with any statutory or common law obligations.
4.6 If C2R's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation or error, or fault or inaccuracy of the Client Materials (Client Default):
(a) C2R shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays C2R's performance of any of its obligations;
(b) C2R shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from C2R's failure or delay to perform any of its obligations as set out in this clause 4.6; and
(c) the Client shall reimburse C2R on written demand for any costs or losses sustained or incurred by C2R arising directly or indirectly from the Client Default.
5.1 The Charges for the Services shall be on a time and materials basis:
(a) the Charges shall be calculated in accordance with C2R's standard daily fee rates, as set out in the Particulars;
(b) C2R's standard daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) C2R shall be entitled to charge an overtime rate as set out in the Particulars for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(b); and
(d) C2R shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom C2R engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by C2R for the performance of the Services, and for the cost of any materials.
5.2 C2R reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. C2R will give the Client written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify C2R in writing within two weeks of the date of C2R's notice and C2R shall have the right without limiting its other rights or remedies to terminate the Contract by giving one weeks' written notice to the Client.
5.3 Unless expressed otherwise in the Contract C2R shall invoice the Client monthly in arrear.
5.4 The Client shall pay each invoice submitted by C2R:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by C2R, and
time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by C2R to the Client, the Client shall, on receipt of a valid VAT invoice from C2R, pay to C2R such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.6 If the Client fails to make any payment due to C2R under the Contract by the due date for payment , then the Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above Lloyds Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
5.7 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). C2R may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by C2R to the Client.
6.1 The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials and the Client grants C2R a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Contract for the purpose of providing the Services to the Client in accordance with the Contract.
6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on C2R obtaining a written licence from the relevant licensor on such terms as will entitle C2R to license such rights to the Client.
6.3 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by C2R.
6.4 All C2R Materials are the exclusive property of C2R.
6.5 The Client shall keep C2R indemnified in full against any sums awarded by a court against C2R as a result of or in connection with any claim brought against C2R for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by C2R.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8.1 Nothing in these Conditions shall limit or exclude C2R's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
(a) C2R shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this agreement for:
(i) loss of sales or business;
(ii) loss of agreements or contracts;
(iii) loss of anticipated savings;
(iv) loss of use or corruption of software, data or information;
(v) loss of or damage to goodwill; and
(vi) any indirect or consequential loss.
(b) C2R's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equivalent to the amount received by C2R under this Contract from the Client at the time the claim in question against C2R arises.
(c) C2R shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages or loss of any description if such damages or loss flows from the Client Materials where such Client Materials have been relied upon by C2R in providing the Services or Deliverables.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 The parties agree to abide by any service management procedures and obligations set out in the Particulars and if no such procedures or obligations have been agreed, in any event, the parties shall each appoint a representative who shall have authority to take all necessary decisions concerning the performance of the Contract.
9.2 C2R shall be entitled to use any suitably qualified personnel to provide the Services, notwithstanding any mention of particular individuals within the Particulars or any proposal.
9.3 In the event the Particulars specify that the Services are to be performed by any key personnel, C2R shall use its reasonable endeavours to ensure such key personnel are available, but C2R shall have no liability to the Client in the event such key personnel are nonetheless not available to perform the Services. C2R may propose an alternative individual with equivalent qualifications to provide the Services at a fee scale commensurate with that individual's expertise.
10.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 28 days written notice.
10.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) 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 21 days of that party being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(b) to clause 10.2(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(l) the other party's financial position deteriorates to such an extent that in C2R's opinion the Client's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.3 Without limiting its other rights or remedies, C2R may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
10.4 Without limiting its other rights or remedies, C2R may suspend provision of the Services under the Contract or any other contract between the Client and C2R if the Client becomes subject to any of the events listed in clause 10.2(b)) to clause 10.2(m), or C2R reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
On termination of the Contract for any reason:
(a) the Client shall immediately pay to C2R all of C2R's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, C2R shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of C2R Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then C2R may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of C2R including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of C2R or any other party), failure of a utility service or transport 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 C2Rs or subcontractors.
12.2 C2R shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents C2R from providing any of the Services for more than 6 weeks, C2R shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
The Client shall not, without the prior written consent of C2R, at any time from the Commencement Date to the expiry of 12 months after the date of termination of the Contract, solicit or entice away from C2R or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of C2R in relation to the Contract.
14.1 Assignment and other dealings.
(a) C2R may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Client shall not, without the prior written consent of C2R, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax .
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; if delivered by pre-paid air mail, at 9.00am on the fifth Business Day after posting or, if sent by fax, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(d) All references to time are to local time in the place of deemed receipt.
14.3 Severance. If any provision or part-provision of the Contract 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 the Contract.
14.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising 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 its 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.
14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by C2R.
14.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
14.9 Dispute Resolution. If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Managing Director’s of C2R and the Client shall attempt in good faith to resolve the Dispute;
(b) if the Managing Directors of C2R and the Client are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 15 days after the date of the ADR notice.
(c) No party may commence any arbitration proceedings under clause 14.9(d) in relation to the whole or part of the Dispute until 30 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
(d) Subject to clause 14.9(c), any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (London Court of International Arbitration), which Rules are deemed to be incorporated by reference into this clause.
(i) The number of arbitrators shall be one.
(ii) The seat, or legal place, of arbitration shall be London.
(iii) The language to be used in the arbitral proceedings shall be English.
(iv) The governing law of the Contract shall be the substantive law of England and Wales.