Terms and Conditions

GENERAL TERMS AND CONDITIONS

FOR POST PRODUCTION WORKS

Present general terms and conditions (hereinafter as: “Agreement” or “GTC”) governs the relationship between

Company name: POD LDN Limited

Registered seat: 9 Appold Street, London, EC2A 2AP, United Kingdom

Registration number: 12463577

Registered by: Companies House as Registrar of Companies (England and Wales)

Represented by: Adrienn Major as director

(hereinafter as: ”Contractor”)

and the persons (hereinafter as: “Customer”) using its services film and advertising productions, designing and implementing other advertising materials, making animations, and doing post-production (hereinafter as: “Activity”) services governed by present Agreement.

The Customer accepts the provisions by signing a separate document accepting the terms of present Agreement as binding. The acceptance sheet by which the Customer may accept the terms of present GTC is enclosed as Appendix no. 1.

1.         SUBJECT OF THE AGREEMENT

1.1         By accepting the terms of present Agreement, the Customer orders from the Contractor to provide the services (hereinafter as: “Tasks”) within the scope of the Activity that are specified in detail by the Order Forms (hereinafter as: Order Form”) being concluded in accordance with the provisions of Section 3.1. of present Agreement. The template of the Order Form is enclosed to present Agreement as Appendix no. 2.

1.2        For matters not regulated by the Order Form the provisions of present Agreement shall prevail. The Order Forms that are concluded by the Parties are considered as inseparable part of present GTC and they shall be interpreted together with present Agreement. The Parties agree that any deviation from the provisions of this Agreement in connection with the performance of the Order Forms may only be made by mutual written agreement of the Parties.

1.3        Present Agreement or the Order Form concluded on the basis of present GTC does not constitute exclusive partnership between the Customer and the Contractor in the subject of the tasks detailed in present Agreement. Under present Agreement the Customer is not obliged to place an order.

1.4        The Contractor declares that it has all professional skills required to perform the Tasks and it will fulfill the Tasks in accordance with the generally accepted professional principles and promoting the Customer’s legitimate interest and effectively.

1.5.       The Contractor warrants that it will perform the Tasks defined in present Agreement and the Order Form in a way that is complying with the services carried out under similar circumstances by a professional providing similar kind of services and with due care and professionalism falling under the same judgement.

2.        PRINCIPLES OF COOPERATION

2.1.       The Contractor shall take note of the facts indicated by the Customer and its instructions during the fulfillment of the services and comply with the effective legal provisions. However, the Customer’s right of instruction does not extend to give instructions regarding the organization of the work, the schedule of the Contractor and, unless justified by the performance of the Task, may not determine the place of performance of the Activity and the instruction shall not make fulfillment of the Tasks more burdensome.

2.2.       The Contractor shall draw the attention of the Customer in writing to every possible circumstances that results in non-conformity with the effective legal provisions. Shall the Contractor fail to provide such information it shall be held liable for the damages resulting from the lack of notice. If despite the notification of the Contractor the Customer instructs the Contractor to perform a task, then the Customer undertakes to reimburse the Contractor for any penalty imposed on the Contractor and at the same time it will do its best to exempt the Contractor from any adverse consequences.

2.3.       During the performance of the Tasks the Contractor shall always act with the greatest expected care and fulfills the Tasks on the highest professional level. In the event the Contractor receives such instruction from the Customer that may effect the professional level of the Tasks disadvantageously the Contractor shall draw the attention of the Customer in writing to the possible disadvantageous consequences of executing such instruction. After the calling for the consequences – if the Customer its instructions – within the scope of the instruction the Contractor acts in accordance with the instructions and for the risk of the Customer.

2.4.       The organization of performing the Tasks is the responsibility of the Contractor, in accordance with which the order of performing the Tasks is determined by the Contractor itself. The Contractor shall organize the material and personal conditions for the performance of the Tasks in such a way as to ensure its safe, professional, economical and timely completion.

2.5.       The Contractor shall inform the Customer about Tasks by the Customer’s request regularly but maximum two (2) times a month. The Contractor may fulfill its obligation to provide information – after prior consultation – by personal consultation held once a week.

2.6.       If any data, information or other declarations are necessary for the Contractor to fulfill its tasks, then the Customer shall provide them for the Contractor promptly upon request. If the Customer is in delay with providing the requested data, information or other declarations, then this delay excludes the delay of Contractor.

2.7.       The Customer is entitled to supervise the continuous cooperation and the progress and result of each subtask. As result of the supervision the Customer is entitled to request or suggest the modification of the cooperation or a specific subtask which modification shall not affect the tasks and subtasks already performed by the Contractor. Any additional fee and cost resulting from such modifications shall be born by the Customer unless the modification is necessary because of a reason attributable to the Contractor.

3.         DETAILED RULES OF THE PARTIES’ COOPERATION

3.1        Executing an Order Form

3.1.1       In all cases, the Customer shall notify the Contractor of the criteria for the Task to be performed in writing via e-mail sent to the address adrienn@podldn.com („Briefing”). The Briefing shall contain every information and expectations that is necessary for the Contractor to perform its tasks, especially the precise description of the Tasks and the planned deadline(s).

3.1.2      The Contractor shall immediately but within 2 (two) days as latest examine the criteria communicated in the Briefing and shall initiate the clarification and mutual interpretation of the criteria in writing via e-mail if necessary (”Rebriefing”).

3.1.3      After clarification of the criteria or if it is not needed then after the receipt of the Briefing but within 2 (two) days as latest the Contractor makes a detailed offer for performing the given Tasks („Offer”). The Offer covers all cost factors, including, in particular, the cost of labor, costs and expenses incurred in production and implementation, and the number and names of employees assigned by the Contractor to perform the Task. When making the Offer the Contractor at its sole discretion is entitled specify the Offer on the basis of a fixed fee or based on the time and materials used.

3.1.4     The Customer shall make a decision on the detailed Offer in writing by the means of e-mail immediately but within 3 (three) days as latest.

3.1.5     The acceptance of the detailed Offer shall be in writing either on behalf of the Customer or based on the confirmation of the Contractor. With the acceptance of the Offer the Order Form between the Parties shall be established for the Task in question. In all cases the Offer for the given Task and the detailed description of the Tasks become an inseparable part of the Order Form.

3.2.       Fulfillment of the Task, proofs of fulfillment, additional and extra works

3.2.1        During the existence of the relationship between the parties the Contractor shall perform its activities primary personally through its employees. For the activities carried out by the Contractor during the existence of present Agreement the Contractor is entitled to hire subcontractors without the consent of the Customer. The Contractor is liable for the subcontractors as if it had the works itself.

3.2.2        The Customer does not get in any legal relationship with subcontractors possibly hired by the Contractor. Otherwise, the Customer undertakes to make any submissions to these subcontractors exclusively through the Contractor.

3.2.3.       The Contractor perform the Tasks at a place that it is its possession, in accordance with the timing and schedule specified by the Contractor but taking into account the deadlines set for performance.

3.2.4        In case of the contractual performance of the Contractor the Customer issues a certificate of completion to the Contractor.

3.2.5        The Parties may also agree in the Order Form that the Contractor is obliged to hand over the Tasks to the Customer in several installments, according to a specified division and schedule. In such cases, the Customer issues a separate certificate of completion to the Contractor for each of the sub-tasks after their contractual performance. In the event the Task is performed in several installments, the Customer shall examine the subtasks handed over to it immediately, but no later than within 3 (three) business days after the handover. The Customer is entitled to – via e-mail – indicate to the Contractor within the previous deadline whether it requires the modification or correction of the sub-task transferred. If the Customer requests the modification or correction of the transferred sub-task, the Contractor shall promptly, but not later than within 1 (one) working day after receipt of the Customer’s requests, indicate the time it takes for the modifications or corrections to be made.

3.2.6        By accepting the terms of this Agreement, the Customer acknowledges that if it does not respond within 3 (three) days after receipt of the Task or subtask(s) and indicate its possible modification or rectification request or does not issue the certificate of completion, the certificate of completion shall be considered as issued for the completed Task or subtask(s).

3.2.7        The Contractor is obliged to perform the work constituting the content of this Agreement and the Order Form, but not taken into account when determining the Fee, and any work without which the Task may not be performed (“Extra Work”). The Contractor is also required to carry out the works order posteriorly, especially the one that were necessitated by a change of concept, if doing so does not render its task disproportionately burdensome (“Additional Work”). However, the Customer is obliged to reimburse the Contractor for any costs incurred in connection with the Extra Work, which was not foreseeable at the time of signing the Order Form. The Customer shall also be obliged to reimburse the Contractor for reasonable expenses incurred in carrying out the Additional Work.

3.2.8.       The Contractor shall send the Customer a statement on the last day of each month or, if it falls on a public holiday or weekend, on the first working day thereafter, of the hours spent on the Tasks performed under each Order Form.

4.        THE RIGHTS AND OBLIGATIONS OF THE CUSTOMER

4.1.       The Customer shall provide the Contractor with all the information and data necessary for performing the Task.

4.2.       The Customer is not allowed to contact the artists taking part in the fulfillment of the Tasks directly, except with the prior written consent of the Contractor. In case of the breach of the latter obligation the Customer shall pay a penalty to Contractor in an amount of £ 1.000 per breach.

4.3.       The Customer is allowed to work with the artists contributing to the fulfillment of the Tasks and the person of whom is specified in the Order Form only through the Contractor. In case the Customer disregards the latter and the Contractor becomes aware of any breach of this obligation the Contractor shall pay a penalty to the Contractor in an amount equal to the fee contracted with the artist.

4.4.      If the Contractor is obliged to obtain the Customer’s consent pursuant to this Agreement or the Order Form or any law, the Customer shall provide its response in writing within the shortest possible time.

4.5.      The Customer shall pay a fee (hereinafter as: “Fee”) detailed in Section 6 to the Contractor for the Tasks performed in accordance with the provisions of the Order Form.

4.6.      If during the performance of this Agreement or the Order Form, the Customer provides material(s) to the Contractor which are listed in Section 7 below as intellectual property, the Customer warrants that it has full rights with respect to the materials thus transferred and that no third party has any right that may be violated or impaired by the transfer to the Contractor, or if the transferred material is affected by a third party right, the Customer commits itself to acquire the rights of the third party to be transferred in its own name and at its own expense, or to obtain a right of use from the third party which enables the Contractor to freely use them to perform the Task. If the Customer transfers material that is considered as intellectual property to the Contractor that is affected with the right of a third party/parties and for which he it has failed to comply with its obligation set forth above, and for which reason the third party claims compensation or any other claim against the Contractor, then the Customer is obliged to indemnify the Contractor for such claims.

5.        MUTUAL OBLIGATIONS OF THE PARTIES

5.1.       During the fulfillment of the Agreement and the Order Form, the Parties shall act in good faith and interacting, representing and defending each other’s interests, communicating with each other on all relevant circumstances.

5.2.       The Parties shall not disclose to third parties and handle strictly confidential, both during the term of this Agreement and for an indefinite period thereafter the existence and content of their co-operation, and present Agreement and the Order Form and any other information and documents that have been or will be provided to each other. The Parties warrant that their employees and any other person who has access to these information or documents for necessary and reasonable reasons, comply with the aforementioned obligation. In the event of termination of the Agreement or the performance of the Task set out in the Order Form, the Parties shall return to each other any documents and information that the other Party has provided to them.

5.3.       The contact person designated by the Contractor to make any declarations and receive any communication regarding the performance of the Tasks under present GTC are the following:

Name: Adrienn Major

E-mail: adrienn@podldn.com

with a copy to

miki@podldn.com

5.4.       The contact details of the Customer is contained in the acceptance sheet.

5.5.       Unless expressly provided otherwise in this Agreement formal and primary written communication between the Parties shall be the communication by e-mail. For the purposes of this Agreement, any communication by facsimile shall not be deemed to be a written communication.

5.6.       The notification shall be deemed to have been delivered

  • by handover in case of personal service;
  • one day after sending in the case of e-mail;
  • three days after dispatch in the case of mail with a registered return receipt,

          If a notice is delivered on business days beyond 9:00 a.m. to 4:30 p.m. Central European Time, the notice shall be deemed to have been delivered on the next business day.

5.7.       The Parties are obliged to notify each other in writing immediately of any changes in their contact details. The defaulting Party shall be liable for damages resulting from failure to notify.

6.        FEES AND TERMS OF PAYMENT 

6.1.       The exact amount of the Fee for each Task shall be determined in the Order Form. Unless otherwise specified in the Order Form, the Fee shall include any costs incurred at the Contractor while performing the Task.

6.2.       The calculation of the Fee is at each times made in accordance with the rate card as stipulated in section 6.7. herein.

6.3.       In addition to the Fee, the Customer shall reimburse the Contractor for other costs – in addition to the costs of additional work – provided that the Contractor has previously requested the approval of the Customer in writing and the Customer has given its prior written consent in writing.

6.4.       The Contractor is entitled to issue an invoice for the amount of the Fee in possession of the performance certificate issued by the Customer. The Customer may not be in delay with issuing the certificate of performance without a justifiable reason. The Customer shall pay the Fee and the costs to the Contractor by bank transfer within 30 calendar days from the receipt of the Contractor’s invoice or according to the schedule specified in the Order Form, after the receipt of the invoices certifying the costs and the Tasks carried out.

6.5.       Shall the Contractor intend to issue its invoice electronically by accepting the terms of this Agreement the Customer gives its consent to the use of electronic invoice.

6.6.       In the event of late payment of the invoices by the Customer, the Contractor shall be entitled to charge default interest of 8%.

6.7        Rate Cards

Day Rate
Hourly Rate
Weekend Rate
Department
Project Management
Project Manager
£250
£35
£350
Postproduction
Animator
£250
£35
£350
Video Editor
£250
£35
£350
Story Board Artist
£250
£35
£350
3D Designer
£250
£35
£350
VFX Artist
£250
£35
£350
Colour Grading
£250
£35
£350

7.        PROVISIONS ON INTELLECTUAL PROPERTY

7.1.       For the purposes of this Agreement, intellectual property is the development of copyright works and other intellectual property, as well as inventions, usage patterns and designs, working methods, training and sales materials, computer programs, procedures, patents, trademarks, all copyrighted works and know-how as well as any works subject to intellectual property laws (hereinafter referred to as “Intellectual Property”).

7.2.       The Intellectual Properties developed during the performance of present Agreement and the Order Form, the extent to which the given work is handed over or made available to the Customer, the (geographic and temporal) limitations of use, the manner of its use by the Customer (in particular reproduction, recording on image or sound recordings or recording on any medium, computer or electronic media; distribution, placing on the market), sub-let, reprocessing, alteration, modification, use for advertising purposes, broadcasting on free and paid media (radio, television, internet, live, on demand streaming), and other public access, use on the Internet, and advertising media, use in merchandising, journals, books, etc.) will be determined on a case-by-case basis in the Order Form.

7.3.       If the Order Form does not provide it otherwise in respect of the Intellectual Property the Fee includes the total consideration for the use, the handing over/making available of the work created in the performance of the Task. In all cases the Fee shall be determined in this regard.

7.4.       If based on the Order Form certain rights attached to the Intellectual Property are transferred to the Customer, the Contractor warrants that the Customer may possess the Intellectual Property and no third party has any right that obstructs or restricts the Customer’s acquisition. The Contractor shall exempt the Customer from any claims and demands that these third parties may have against the Customer for the use of the Intellectual Property or because the or because their rights on the Intellectual Property has been violated by the use of the work by the Customer, or shall reimburse the Customer for any resulting or related damages at the first request.

7.5.       If a third party raise a claim against the Customer based on the legal basis that the Customer’s use of any Intellectual Property provided by the Contractor infringes the copyrights of the third party or its intellectual property rights, the Contractor undertakes to participate is in the process of defense against these claims and, in case of such claims, it reimburses the Customer if the following conditions are met:

             a) notify the Contractor in writing within a reasonable time as soon as possible if it becomes aware of such a claim, and

             b) cooperate with the Contractor, provide all available information and information to enable the Contractor to substantially assist the Customer in its defense, and

             c) does not make a declaration acknowledging the claim or otherwise negative statement and finally

             d) use all the ordinary remedies available by law.

7.6.       The Contractor’s liability exists only after a final court decision up to the amount of the capital sum fixed in the final court judgment. In addition, if the third party’s claim proves to be legally valid, the Contractor will modify or replace the infringing Intellectual Property to lose its infringing nature.

7.7.       Where certain rights to the Intellectual Property are transferred to the Customer based on the Order Form, the Contractor shall exercise its rights still existing on the Intellectual Property and the right of “rightsholders supervision” in good faith and shall refrain from exercising such rights to the extent that may violate or endanger the Customer’s rights to the Intellectual Property or endangers its legitimate interests. The Contractor reserves the right to request to mark its name on the Intellectual Property completed with its contribution.

7.8.       The Customer is not obliged to use the Intellectual Property unless it is mandatory by the Intellectual Property Act. The Parties establish that the Contractor is entitled to the Fee even if the Customer does not use the Intellectual Property.

7.9.       The Contractor declares that, in relation to the rights attached to the image of the natural person(s) potentially involved, the Contractor shall obtain the necessary consent from the persons concerned for the use of the Task, Intellectual Property or other material provided to the Customer, and the Task, Intellectual Property or other material shall be handed over only after obtaining the consent from all affected persons. The Contractor shall prove the availability of the consent at the request of the Customer.

7.10.      If the Intellectual Property is handed over to the Customer under the Order Form, upon receipt of the Intellectual Property, the Customer shall acquire the ownership of the material(s) on which the Intellectual Property has been recorded.

8.        EFFECT AND DURATION, BREACH OF THE AGREEMENT

8.1.       This Agreement shall enter into force on the date of acceptance by the Customer and shall be concluded for an indefinite period.

8.2.       The Parties are entitled to terminate the Agreement without any reason with a 30 days written termination notice sent to the other Party. However, during the notice period, the Parties are obliged to fulfill their contractual obligations, and the Contractor is obliged to perform its services to be performed according to any ongoing Order Form, even if the end date is a date after the 30-day notice period expires.

8.3.       The Agreement or the Order Form shall be terminated in writing by the Parties in the event of a serious or repeated breach of contract by the other Party, provided that the other Party does not stop its breaching behavior or fail to fulfill its obligation within 15 (fifteen) days after receiving the written notice of the other Party. It is a serious breach of Agreement if the conduct of one of the Parties endangers the performance of the Agreement (or the Order Form) or seriously undermines the contractual interests of the other Party.

8.4.       In case of premature termination of the Agreement or the Order Form, the Parties shall settle with each other within 30 (thirty) calendar days after termination, including any liability for damages by the breaching Party.

8.5.       Termination of the Agreement or the Order Form for any reason shall not affect the Customer’s obligation to pay.

9.        CONFIDENTIALITY

9.1.       The existence of this Agreement and any facts, information, other data, and any other information related to the operation and activities of the other party, or any fact, information, other data or collection made from the latter which is related to the software development activity and the obtaining, utilization of which or its disclosure to others would be detrimental to or would jeopardize the legitimate economic, financial, market or security interests of the parties got known by the parties during the fulfillment of the Agreement constitutes a business secret of the parties. In this regard, business secrets include, but are not limited to: a) know-how, b) software source code, c) information about the Parties’ employees, subcontractors, partners, suppliers d) information regarding the Parties’ financial and other business operations and transactions e) a conception plans of the Customer

9.2.       The Parties shall be bound to use and process the secrets to which they are aware in accordance with the applicable legislation and the provisions of this Agreement. The Parties affirm that, in the context of their duty of confidentiality, they shall not unfairly use, disclose, transfer, make available or publish information to any unauthorized person.

9.3.       The Parties shall keep the contents of this Agreement confidential for an unlimited period of time and shall not disclose it to any third Party without the prior written consent of the other Party.

9.4.       The obligation of confidentiality shall continue to apply indefinitely after the termination of this Agreement for any reason and shall remain fully effective.

9.5.       An exception to this requirement is the disclosure of any of the above details by the Party in order to meet its statutory obligation. The Parties shall inform each other promptly of any disclosure of aforementioned information to a court or authority upon a lawful request by a court or other authority acting within its jurisdiction.

9.6.       Confidentiality shall not limit the right of the Parties to inform their professional legal adviser and accountant of this Agreement and its contents given that it extends the obligation of confidentiality to such persons. The Parties shall be responsible for the privacy and confidentiality of their professional legal counsel and accountant as their own.

9.7.       In addition to other legal consequences, they shall be liable for damages in case of the breach of the confidentiality rules detailed in this section.

9.8.       It does not constitute a breach of confidentiality if the Contractor refers to the Customer as a reference before any third party during the term of this Agreement.

10.       DATA PROTECTION

10.1.      The legal ground for the processing of personal data related to this Agreement is the conclusion and the fulfillment of this Agreement, as well as keeping contact for the implementation of the cooperation. The Parties are considered to be data processors in respect of personal data relating to them and sent to the other Party for a specific purpose (especially the fulfillment of this Agreement and the Order Form and to keep contact) and in the course of their data processing activities, other data processors are not used in accordance with the applicable data protection legislation. The Parties undertake to process the personal data become known to them in respect of the other Party in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, hereinafter as: “GDPR”) and other laws on data protection and confidentiality and neither during the existence of this Agreement or the Order Form nor thereafter shall they use the data for other purposes then in connection with the relationship established by this Agreement or the Order FormAppendi without the permission of the other Party and they shall not use the data for their own use or for other third parties’ purposes or make them accessible to third parties.

10.2.     Within their activity the Parties are obliged to ensure the security of the data, and to take the technical and organizational measures necessary to enforce GDPR and other laws on data and confidentiality. The Parties undertake to protect the personal data provided by the other Party by appropriate measures, in particular against unauthorized access, alteration, transmission, disclosure, deletion or destruction, and against accidental destruction and damage.

10.3.     Digital Marketing Service Providers – We periodically appoint digital marketing agents to conduct marketing activity on our behalf, such activity may result in the compliant processing of personal information. Our appointed data processors include:

  • Prospect Global Ltd (trading as Sopro) Reg. UK Co. 09648733. You can contact Sopro and view their privacy policy here: http://sopro.io. Sopro are registered with the ICO Reg: ZA346877, their Data Protection Officer can be emailed at: dpo@sopro.io.

11.       MISCELLANEOUS PROVISIONS

11.1.      Should any provision contained in this Agreement be or become invalid, it will not affect the entire Agreement. The invalid part shall be replaced by a new agreement of the Parties or by the legal provision that is closest to and most appropriate to the purposes of the Agreement.

11.2.     For the purposes of this Agreement, force majeure is any extraordinary event that is beyond the control of the parties that occurs after concluding present Agreement and which makes it impossible or delay the fulfillment of their obligations and which the parties could not have foreseen or prevented at the time of concluding the Agreement or before that, and which cannot be traced back to the conduct or omission of the contracting parties. The following, in particular, but not limited to, shall be considered as force majeure:

  • natural disasters (e.g. floods, earthquakes, storms);
  • fire, explosion, mass illness (epidemic);
  • government action;
  • war, acts of war (whether or not there is a state of war);
  • revolution, insurrection, riots, civil war, or acts of terrorism;
  • general nationwide strike;

It does not constitute a breach of contract if the contractual performance of the obligations is prevented or limited by force majeure.

In the event of force majeure, the party which has become aware of it shall immediately notify the other Party in writing. In the event of force majeure exceeding 10 working days, the Parties are obliged to settle as soon as possible on the continuation of the performance of the Agreement and to agree on the date of completion of the tasks and other issues deemed relevant by either party. The party that becoming aware of an event of force majeure shall be liable to the other Party for any damage resulting from the failure to provide the above information.

In the event of force majeure, the deadlines for performance specified in present Agreement shall be extended by the period until the Parties are unable to perform due to the event of force majeure. If the delay exceeds 15 working days, the parties are obliged to agree on a new deadline for performance.

Following the end of a force majeure event, the Party in default shall resume performance as soon as possible in order to prevent further delay.

11.3.     Present Agreement and its attachments constitutes the entire agreement of the parties on the subject matter of present Agreement and it supersedes any former representation, conciliation agreements etc. regarding the subject of present Agreement.

11.4.     The Contractor reserves the right to supplement or amend present GTC for the purpose of developing, improving or adapting its service to the relevant legislation or for any other purpose. The Contractor informs the Customer about the modification before it enters into force. If the modification is detrimental to the Customer, the Customer is entitled to terminate the GTC, no later than within five working days from the notification. The termination shall take effect on the date on which the amendments enter into force. If the Participant participates in the training after the above deadline, the Contractor shall interpret it as acceptance of the amendment. Amendments are never retroactive.

11.5.     In matters not regulated by this Agreement, English law, in particular the Civil Code and other relevant laws shall prevail.

11.6.     In the event of their disputes arising from this Agreement, the parties shall try to resolve the problems arising primarily by negotiation. If no agreement is reached within a reasonable time to resolve the dispute arising from this Agreement, the parties set out the jurisdiction of the courts of the United Kingdom.