I recommend that you read through these Terms and Conditions and ask that you do not use the service until you have familiarized yourself with them. If you are using or have used this service it is understood that you have agreed to the terms set in this agreement.
The reference of "business" or "service” means Winners Web & Graphic Design, its products & /or services. "You" "your" customer" and the like refers to you, and your agents. The business Terms and Conditions can change at any time so check this website regularly. Your continued use of the service implies acceptance of any subsequent revisions.
Web Design Terms & Conditions
Winners Web & Graphic Design’s liability is limited to the amount paid by the customer to Winners Web & Graphic Design for work undertaken.
Payment
Payment for Website packages are made over three stages:
Stage One: Before working on your project a 50% deposit must be received together with a completed design brief.
Stage Two: Once you are supplied with the basic structure of your website which you agree on, a further 25% will become due in order to start building your website.
Stage Three: After receiving your written approval for the structure of your website it will be supplied on a temporary domain name. The content that you supply will also be entered. If content for your website is not supplied at the time of structure approval dummy content will be added. After your website is set up on its temporary domain you will be charged the final stage three payment of 25%. The final 25% payment will not, under any circumstances, be delayed for failure by you to supply your content. The payment may only be delayed if, upon supplying you with your website on its temporary domain, there are mistakes in what is supplied to you from what was promised to you in initial brief. Once these mistakes have been rectified, your stage three payment will automatically become due. Any mistake must be communicated in writing, within 7 business days of the taking of the stage 3 payment. Once stage 3 payment is received your website will be put on its permanent domain with your email accounts if relevant.
These payments relate to the building of your website only (hosting may also be included. If so it will be listed on your invoice). To avoid security issues or hacking you are advised to secure your website by updating your themes and plugins regularly and to also add a security plugin. This service can be offered to you for a small additional fee paid in advance or as needs are required.
Refund Policy
Before Work has Started:
You will be entitled to a complete refund of your 50% deposit if no work has started on your project and when notice is received in writing that you are canceling your project and request a refund.
After Work Has Started:
Once work has started on your project no refund is available on the 50% deposit paid. Work may include, but is not limited to; contact between yourself and an Account Manager and/or website designer from Winners Web & Graphic Design, and any other work undertaken by Winners Web & Graphic Design in relation to your project.
After Website/Design Has Been Supplied:
Once your website/design has been delivered and payment taken, no refund is available for the payments. If you choose to discontinue your website build, you must make notification in writing at this stage. If you cancel your website build at this stage you will have ownership of the website design concept(s) (excluding stock images and other materials not owned by either party) that was supplied.
Payment & Missed Deadline Dates
It is your responsibility to supply all content at the start of your project, and to respond to all correspondence within 5 days of it being sent by the business. This enables project deadlines to be met on time, if not before. If project deadline is missed due to delay or failure by you to supply content your project deadline date can be extended but full payment will immediately become due in order to finish your project.
General Delay of Projects
Delaying of your project affects process, project rotation, server space and limits the business in taking on other new projects. You may, therefore, incur additional costs if you cause a delay in finishing your project. This includes failing to supply content or failing to respond to communication from the business. As part of this agreement, you are required to respond to project correspondences within 5 days. Failure to do this on more than 6 separate occasions may result in you incurring additional charges. Winners Web & Graphic Design cannot guarantee meeting any original deadline agreement if the project has been delayed by you in any way.
Failure of the Client to Provide Content
If you fail to provide content for your website for more than 6 weeks Winners Web & Graphic Design will offer to write your content for you for an additional fee. If there is agreement and payment made within 5 days of receipt of invoice then suitable content will be sought and added to your website.
If Winners Web & Graphic Design receive no response from you within 5 days to the offer to produce your content your website will be removed from the business servers. If you have fully paid for your website by this time the files will be sent to you. Copies of your website will not be kept and you will be solely responsible for your website files.
If you have not fully paid for your website the files will be removed from the business servers and disposed of. If you decide to continue with your project after this time, your project will begin again from scratch as a fresh project and another quotation will be given to you. Any monies paid for your original project will not count towards your new project as the original project will be scrapped.
Use of Images
You are expected to supply your own images for your project although the business can provide this for you free of charge if it holds the relevant ones. Winners Web & Graphic Design's stock imagery will not belong to you. Ownership is retained by the image rights owner. Such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by Winners Web & Graphic Design. Any editing of the dimensions in which they appear may contravene their usage rights. Do not copy the images and use them in other promotional materials. If you want to own the images on your website or use them for another purpose then please make contact and Winners Web & Graphic Design will help to put you in contact with the image rights owner. This does not apply to images that you own and provide for use on your website.
Website Content
Winners Web & Graphic Design reserve the right to refuse to handle any material which it deems offensive, illegal, controversial, libelous or an infringement of the proprietary or other rights of any third party.
The customer guarantees that any elements of trademarks, text, graphics, photos, designs, or other artwork given to Winners Web & Graphic Design for inclusion in the web or graphic design project are owned by the customer. If not, that the customer has permission from the owner to use each of these elements. Winners Web & Graphic Design cannot take responsibility for copyright infringements caused by materials submitted by the customer.
Quotations provided to the customer by Winners Web & Graphic Design are for soft copy text only (i.e supplied electronically. If the customer dosen't have a soft copy and requires Winners Web & Graphic Design produce a soft copy from hard copy additional charges will be incurred.
Links & Promotional Material
The Winners Web & Graphic Design website will include links to your website and vice versa. This is an important marketing avenue for the business and is factored into your website cost. Winners Web & Graphic Design reserves the right to use customer websites, web designs, layouts, in advertising and/or marketing initiatives which may include portfolio examples on our website, case studies, and other promotional initiatives.
Intellectual Property
In fully purchasing a website package you own the style and design of the website. You also own all of the content that you place on to your website apart from any stock images that Winners Web & Graphic Design provide. The content, style, and design on your website will be made available to you if you choose to discontinue using this service.
Support
A 2 hour face to face to online training session is offered to cover how to use your website. This will be followed up by 2 weeks of telephone/email support. Any training that is needed after this period will be charged for. It is your responsibility to test your website's functionality to ensure that it is working as when it is handed to you. Any functionality defect or technical issues that are reported within 7 days will be rectified free of charge provided it was not caused by you/your third parties. All functionality/technical issues will be charged for regardless after 7 days.
Website Security
You are advised to secure your website by updating your themes and plugins regularly and to also add a security plugin. This prevents hacking attempts and keeps your customers safe when visiting your website. Your website security and updates should be carried out by someone with the relevant technical skills. This service is carried out for an additional fee (separate from your website building costs) paid in advance or as needs are required.
Your Privacy
Your data pertaining to your account will only be disclosed if required to do so by Law. Your privacy is important to and the business will never sell, lease or distribute your contact details to any 3rd party.
Disclaimer of Warranties
Winners Web & Graphic Design does not give any warranty in respect of its services other than as is implied by Law.
Severability
If a clause or part of a clause is read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this document, but the rest of this document is not affected.
Insolvency
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Winners Web & Graphic Design have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not). Winners Web & Graphic Design may also charge for materials purchased for the customer. Winners Web & Graphic Design will then have a lien on all goods and property in his possession in respect of all unpaid debts due from the customer. Winners Web & Graphic Design will give 14 days notice to dispose of such goods or property in such manner and at such price, they think fit and apply the proceeds towards such debts.
Events Outside Winners Web & Graphic Design's Control
Winners Web & Graphic Design will not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under these Terms that is caused by events outside its reasonable control (Force Majeure Event). This includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: strikes, lock-outs or other industrial action; or civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or impossibility of the use of public or private telecommunications networks.
Law
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England
Web Hosting & Maintenance Terms & Conditions
By placing an order with Winners Web & Graphic Design the customer indicates acceptance of these terms and conditions which may be modified at any time at sole discretion. Your continued participation now or in the future will constitute a binding acceptance by you of such rules, changes or modifications.
If Winners Web & Graphic Design built your website it will host and maintain it also (unless the customer wishes to host it elsewhere). Your website must be hosted on Winners Web & Graphic Design's servers for the duration of your contract otherwise it cannot support your website. If the customer chooses to host their website with another party after Winners Web & Graphic Design build their website it will not be responsible for any technical or maintenance issues that may arise thereafter. Your hosting plan will automatically renew every 12 months unless cancellation is requested in writing at least 2 weeks before renewal date.
Website Content
You, as a Winners Web & Graphic Design customer, are solely responsible for the content stored on and served by your website. Winners Web & Graphic Design reserve the right to refuse to handle any material which it deems offensive, illegal, controversial, libelous or an infringement of the proprietary or other rights of any third party.
The customer guarantees that any elements of trademarks, text, graphics, photos, designs, or other artwork given to Winners Web & Graphic Design for inclusion in the web or graphic design project are owned by the customer. If not, that the customer has permission from the owner to use each of these elements. Winners Web & Graphic Design cannot take responsibility for copyright infringements caused by materials submitted by the customer.
Spamming
Spamming (sending unsolicited commercial or bulk emails) is strictly prohibited. Sending spam emails which include links to a website hosted on one of Winners Web & Graphic Design's servers is also forbidden and it reserves the right to suspend or terminate any website that is linked to or from spam emails. Customers are to use Winners Web & Graphic Design's servers in the best way possible, but in order to protect other users, Winners Web & Graphic Design may temporarily suspend a shared hosting site if the site slows down servers or uses too much server resource. Winners Web & Graphic Design will, in the first instance, try to find a solution together with the customer.
Data Transfer and Disk Space
This is dependent upon your the type of server and hosting package that you use.
Payment in Advance
Payment for your hosting is charged annually and once paid not refund will be made regardless of how much of the current period you have used.
Email Hosting
Business email addresses are provided automatically once your website is built. They include one email address but you can create up to 10. Each mail box has storage of 2GB.
Support
Winners Web & Graphic Design provides technical support to our customers via email and telephone system. Winners Web & Graphic Design provides support related to your web site's physical functioning, including:
- Help using your control panel.
- Help using CMS (understanding what you can do and where you do it)
- Help using webmail
- Help configuring and transferring Domain Names
- Billing inquiries
- Bug reports and fixes.
- Updating WordPress
- Updating plugins
- Backing up your website
- Technical assistance if your site crashes.These areas are covered in your free weeks training after your website is built. If faults, breakage or failure occurs due to what the client/client's third party has caused, repairs will become chargeable.
Your Privacy
Data pertaining to your account will not be disclosed to 3rd parties unless required to do so by Law. Your privacy is important and Winners Web & Graphic Design will never sell, lease or distribute your contact details to any 3rd party.
Fair Use Policy
Winners Web & Graphic Design employ a fair use policy to our websites. If Winners Web & Graphic Design believe, for any reason, that you are not behaving in a manner expected of a Winners Web & Graphic Design customer then it reserves the right to terminate your website account immediately.
Accessibility
Winners Web & Graphic Design make efforts to ensure that the website and your services are online 24×7 every day of the year. However, there may be times when the website will be down. When the service is off-line Winners Web & Graphic Design will do its best to get it online as soon as possible. Winners Web & Graphic Design will not be held responsible for damage, events or losses directly or indirectly related to the website being off-line. Winners Web & Graphic Design might have to, from time to time, perform maintenance, upgrades or replacements to its servers. Winners Web & Graphic Design reserve the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server.
Service Level Agreement
Winners Web & Graphic Design endeavour to provide at least 99.9% uptime on all hosting.
Liability
Winners Web & Graphic Design will not be held liable for any action or inaction relating to its service. Winners Web & Graphic Design offer a quality service at highly competitive rates. Its believes that its systems are secure from the actions of hackers, viruses and other problems on the internet but can make no guarantees. It is up to you to back-up and ensure the integrity of your data offline. If your website is offline then please make contact to enable the issue to be fixed as soon as possible. Winners Web & Graphic Design will not be liable for loss of sales, leads or reputation from using its service.
Disclaimer of Warranties
Winners Web & Graphic Design does not give any warranty in respect of its services other than as is implied by Law.
Severability
If a clause or part of a clause is read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this document, but the rest of this document is not affected.
Insolvency
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Winners Web & Graphic Design have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not). Winners Web & Graphic Design may also charge for materials purchased for the customer. Winners Web & Graphic Design will then have a lien on all goods and property in his possession in respect of all unpaid debts due from the customer. Winners Web & Graphic Design will give 14 days notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.
Events Outside Winners Web & Graphic Design's Control
Winners Web & Graphic Design will not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event). This includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: strikes, lock-outs or other industrial action; or civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or impossibility of the use of public or private telecommunications networks.
Violations
If you violate these terms and conditions Winners Web & Graphic Design may terminate or suspend (temporarily or indefinitely) any services you have with Winners Web & Graphic Design. In this case, no refund will be given for any payments that have been or are made by you. Following violation of these terms and conditions, Winners Web & Graphic Design may levy an investigation charge which the customer will be liable to settle.
Law
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
Graphic Design Terms & Conditions
Payment
If the customer is happy with their choice of design/printing product the customer must make a 50% or full payment. Once payment and completed design brief are received Winners Web & Graphic Design will start work on the customer's design.
Refund Policy
Before Work has Started: You will be entitled to a complete refund if no work has started on your project and when Winners Web & Graphic Design receive notice in writing that you are canceling your project and request a refund.
After Work Has Started: Once work has started on your project no refund is available. Work may include, but is not limited to; contact between yourself and an Account Manager and/or designer from Winners Web & Graphic Design, and any other work undertaken by Winners Web & Graphic Design in relation to your project.
After Design/Printing Has Been Supplied: Once your design/printing has been printed and or delivered and payment taken, no refund is available. If you choose to discontinue your project, you must notify us in writing at this stage. If you do cancel your project at this stage you will have ownership of the design/printing (excluding stock images and other materials not owned by either party) that we have supplied.
Payment & Missed Deadline Dates
Unless agreed in writing It is your responsibility to supply all content at the start of your project, and to respond to all correspondence within 5 days of it being sent by Winners Web & Graphic Design. This enables project deadlines to be met. If project deadline is missed due to delay or failure by you to supply content your deadline date can be extended but full payment will immediately become due in order to finish your project.
Price Revision
Quotations are based on Winners Web & Graphic Design's current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
Use of Images
You are expected to supply your own images for your project however Winners Web & Graphic Design can provide this for you for no extra cost if it hold relevant stock images. If it uses its stock imagery for your project you do not own these images, ownership is retained by the image rights owner. Such images can therefore not be used or re-used for any other purpose and can only be used as they were by Winners Web & Graphic Design. Any editing of the dimensions in which they appear may contravene their usage rights. Do not copy the images and use them in other promotional materials. If you want to own the images or use them for another purpose then please make and Winners Web & Graphic Design will help to put you in contact with the image rights owner. This does not apply to images that you own.
Preliminary work
All work carried out, whether experimentally or otherwise, at customer’s request shall be charged.
Copy
A charge may be made to cover any additional work involved where text supplied by the customer is not clear and legible or is not supplied by a soft copy or on disk.
Proofs
Proofs of all work will be submitted for the customer’s approval and Winners Web & Graphic Design shall incur no liability for any errors not corrected by the customer in proofs submitted. Customer alterations and additional proofs shall be charged extra. When style, type or layout is left to Winners Web & Graphic Design’s judgment, changes requested by the customer thereafter shall be charged extra.
Delivery and payment
Ownership of graphic design (excluding source or and original files) shall pass to the customer when complete payment for works is received by Winners Web & Graphic Design. Winners Web & Graphic Design's quotations include delivery.
If the customer requires an urgent delivery an extra charge may be made to cover any overtime or any other additional costs involved. If work is stopped or delayed by the customer Winners Web & Graphic Design shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.
Damage, delay or partial loss of Goods
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Winners Web & Graphic Design within 5 clear days of delivery and any claim in respect thereof must be made in writing to Winners Web & Graphic Design.
Liability
Winners Web & Graphic Design shall not be liable for any consequential loss to the customer arising from any advice given, designs, works or materials supplied, services rendered or delay.
Customer’s property
While the customer's property is in the possession of Winners Web & Graphic Design or in transit to or from the customer be deemed to be at customer’s risk unless otherwise agreed and the customer should insure accordingly. Winners Web & Graphic Design shall be entitled to make a reasonable charge for the storage of any customer’s property left with Winners Web & Graphic Design after notification to the customer of completion of the work.
Insolvency
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Winners Web & Graphic Design have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not). Winners Web & Graphic Design may also charge for materials purchased for the customer. Winners Web & Graphic Design will then have a lien on all goods and property in his possession in respect of all unpaid debts due from the customer. Winners Web & Graphic Design will give 14 days notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.
Content of Printed Matter
Winners Web & Graphic Design reserve the right to refuse to handle any material which it deems offensive, illegal, controversial, libelous or an infringement of the proprietary or other rights of any third party. Winners Web & Graphic Design are also entitled to terminate its services should the necessity arise and the customer will not be entitled to any payment/refund.
The customer guarantees that any elements of trademarks, text, graphics, photos, designs, or other artwork given to Winners Web & Graphic Design for inclusion in the web or graphic design project are owned by the customer. If not, that the customer has permission from the owner to use each of these elements. Winners Web & Graphic Design cannot take responsibility for copyright infringements caused by materials submitted by the customer.
Events Outside Winners Web & Graphic Design's Control
Winners Web & Graphic Design will not be liable or responsible for any failure to perform or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (Force Majeure Event). This includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: strikes, lock-outs or other industrial action; or civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or impossibility of the use of public or private telecommunications networks.
Ownership of Work
The finished goods or product is the printed material only and does not include source or original files. As creator of the source files, copyright/intellectual property rights remain with Winners Web & Graphic Design. An extra fee is applicable from the customer if they require source or original files as well as the printed product. The customer grants an irrevocable right and license to Winners Web & Graphic Design's servants and agents to enter upon any of its premises with or without vehicles during normal termination of the Contract of any reason and is without prejudice to any accrued rights of Winners Web & Graphic Design thereunder or otherwise.
Law
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
Logo Design Terms & Conditions
Payment
Once the customer is happy with their choice of logo design package the customer must make full payment. When payment and completed logo design brief is received Winners Web & Graphic Design will research information about the customer's line of business and conceptualize a number of logos (this number varies upon customer’s chosen logo design package). The customer is expected to choose one of the logos that they would like to use as their brand or would like amended to their complete liking. When written agreement of this is received this logo will be tweaked until the customer is satisfied and the logo is finally signed off. Once signed off, Winners Web & Graphic Design will supply the customer with raw files in eps, jpeg and PNG format, in large, medium and small sizes. Any defect must be communicated to in writing, within 5 business days after receiving your work.
Refund Policy
Before Work has Started:
You will be entitled to a complete refund if no work has started on your project and when notice is received in writing that you are canceling your project and request a refund.
After Work Has Started: Once work has started no refund is available. Work may include, but is not limited to; contact between yourself and an Account Manager and/or designer from Winners Web & Graphic Design, and any other work undertaken by Winners Web & Graphic Design in relation to your project.
After Logo Has Been Supplied:
Once your logo has been delivered and payment taken, no refund is available. If you choose to discontinue your project, you must make notification in writing at this stage. If you do cancel your project at this stage you will have ownership of the logo.
Price Revision
Quotations are based on Winners Web & Graphic Design's current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
Liability
Winners Web & Graphic Design shall not be liable for any consequential loss to the customer arising from any advice given, designs, works or materials supplied, services rendered or delay.
Insolvency
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Winners Web & Graphic Design have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not). Winners Web & Graphic Design may also charge for materials purchased for the customer. Winners Web & Graphic Design will then have a lien on all goods and property in his possession in respect of all unpaid debts due from the customer. Winners Web & Graphic Design will give 14 days notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.
Events Outside Winners Web & Graphic Design's Control
Winners Web & Graphic Design will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (Force Majeure Event). This includes any act, event, non-occurrence, omission or accident beyond reasonable control and includes, in particular (without limitation), the following: strikes, lock-outs or other industrial action; or civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or impossibility of the use of public or private telecommunications networks.
Ownership of Work
The finished goods (including copyright, intellectual property rights) shall not be the customer's until payment is received in full. The customer grants an irrevocable right and license to Winners Web & Graphic Design’s servants and agents to enter upon any of its premises with or without vehicles during normal termination of the Contract of any reason and is without prejudice to any accrued rights of Winners Web & Graphic Design thereunder or otherwise.
Law
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.