1. About Our Terms
1.1. These Terms explain how you may use this website (the “Site”).
1.2. References in these Terms to the Site includes the website at www.songbook.social, and all associated web pages.
1.3. You should read these Terms carefully before using the Site.
1.4. By accessing or using the Site or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to in them.
1.5. If you do not agree with or accept any of these Terms, you should stop using the Site immediately.
1.6. If you have any questions about the Site, please contact us by e-mail email@example.com (we will endeavour to reply within 48 hours).
In these Terms, save where the context otherwise requires:
2.1. “Content” means any text, images, video, audio or other multimedia content, software or other information or material submitted to or on the Site;
2.2.1. “FCA Onboarding Process” means completion of the questionnaire (and marked as such) incorporated on this Site which amongst other things ensures you understand the high-risk nature of investing in the music industry and you should note that as part of such process:
(a) you will be required to confirm that you are a Restricted Investor, and that is to say that you are able to certify to us that you will not make more than 10% of your investments (including savings, stocks, ISAs, bonds and property but excluding your primary residence) into company shares that cannot easily be sold, such as the ones listed on the Campaign Pages; and
(b) we will automatically classify you as a retail investorfor the purposes of FCA Conduct of Business Rules
If you are not a Restricted Investor or a Retail Investor you must contact us to request a different classification;
2.3. “Investment” means an amount paid to the Payment Provider in respect of Shares in a Campaign Vehicle;
2.4. “User” means any person who may from time to time sign up to any of the Services by creating a user account on the Site in accordance with Clause 5 (below);
2.5. “Payment Provider” refers to Mangopay SA of 10 Boulevard Royal, L-2449 Luxembourg or such other person, firm or company who may from time to time be appointed by Songbook to receive the proceeds of an Investment;
2.7. “Campaign” means the opportunity for you to subscribe for shares in the capital of a Campaign Vehicle;
2.8. “Campaign Page” means the page or pages on the Site which set out in respect of a specific Campaign, inter alia, the following information:
2.8.1. the “Offer” (broadly, (a) the amount of monies that the relevant Campaign Vehicle is seeking to raise (the “Minimum Amount”) (b) the number of ordinary shares (“Shares”) that it is willing to issue in return for that investment and (c) the percentage of the Campaign Vehicles ordinary shares that is on offer);
2.8.2. the “Offer Period” (being the period during which an Offer is available for acceptance by Users which period we may extend by no more than three months at our sole discretion, such date as extended by us (if at all) being referred to as the “Closing Date”) ;
2.8.3. the risk factors specific to the relevant Investment and you should note that in addition to those specific risk factors, you should understand the following general risks about Investments made via our Site:
(a)Loss of capital and dividends: if a Campaign Vehicle performs poorly or fails altogether, you may lose part or all of your Investment and you may not receive dividends described on the Campaign Page (if any). You should not invest more money than you can afford to lose. Any Campaign can fail, so it is important to ensure that you do not invest more money than you can afford to lose. This applies to all investments you make, whether via our Site or via other investment opportunities. You may wish to diversify across a range of Campaigns and opportunities, rather than concentrate on one investment opportunity, to reduce the impact in the event any of those investments fails;
(b)Illiquidity: the Shares that you subscribe for in a Campaign Vehicle are transferable, but there is very unlikely to be a secondary market for the Shares. The Shares are therefore highly illiquid; this means that you may find it difficult to sell your Shares if you no longer wish to hold them;
2.8.4. the minimum Investment that a User may make (if any);
2.8.5. the maximum Investment that a User may make (if any); and
2.8.6. how the proceeds of such Investment are to be utilised.
2.9. “Campaign Vehicle” means a company or other corporate entity that is formed principally for the purposes of obtaining and exploiting music copyrights;
2.10. “Restricted Person” means any company, corporation or other non natural person, and in respect of a natural person is an individual who is
2.10.1. under the age of 18; or
2.10.2. less than the legal age to from a contract in the country of their domicile; or
2.10.3. not a citizen of the United Kingdom of Great Britain and Northern Ireland or any other state that is a member of either the European Union or the European Free Trade Association (“EFTA”);
2.11. “Site” has the meaning given to it in clause 1.1;
2.12. “Terms” means these terms and conditions of use as updated from time to time under clause 22;
2.13. “We”, “us” or “our” means, Songbook Social Limited a company duly incorporated and validly existing under the laws of England and Wales with company registration number 9654130 whose registered office is at 70 Baker Street, London W1U 7DJ. Songbook is an appointed representative (firm reference number 778928) of Thornbridge Investment Management LLP, a firm authorised and regulated by the Financial Conduct Authority (“FCA”) with reference number 713859. The Financial Conduct Authority can be contacted at 25 The North Colonnade, London E14 5HS, by telephone on 0800 111 6768 (freephone) or 0300 500 8082 from the UK, or + 44 207 066 1000 from abroad or at https://www.fca.org.uk/contact;
2.14. “You” or “your” means the person accessing or using the Site or its Content.
3. Using the Site
3.2. The Site is for your personal use only.
3.3. You agree that you are solely responsible for:
3.3.1. all costs and expenses you may incur in relation to your use of the Site; and
3.3.2. keeping your password and other account details confidential.
3.4. The Site is intended for use only by those who can access it from within the UK, EFTA or the European Union. If you choose to access the Site from locations outside the UK, you are responsible for compliance with local laws where they are applicable. You may not conclude an Investment if you are a Restricted Person.
3.5. We seek to make the Site as accessible as possible. If you have any difficulties using the Site, please contact us at firstname.lastname@example.org.
3.6. We may prevent or suspend your access to the Site at our discretion and specifically (but without limitation) if you do not comply with any part of these Terms, any terms or policies to which they refer or any applicable law. You should refer to clause 11 (below) as to the consequences of your account being suspended or terminated. We shall not be liable for any damages arising out of any suspension or termination of your account.
4. Our Services
4.1. The Site enables Users to make Investments in Campaign Vehicles.
4.2. We provide various services (“Services”) in connection with Campaigns and as part of the Services we will:
4.2.1. carry out checks on each Campaign and Campaign Vehicle so as to comply with our regulatory obligations, this will include using our reasonable endeavours to ensure that the information provided by a Campaign Vehicle which appears on the Site is accurate; and
4.2.2. carry out administrative functions on behalf of the Users and Campaign Vehicles, this includes (without limitation):
(a) facilitating the relevant parties entering into an Investment and concluding any related documentation;
(b) providing information to both Users and Campaign Vehicles from time to time;
(c) providing administrative functions in relation to the operation of the Investment and transfer of funds between Investors and the Campaign Vehicle, including by liaising with and providing instructions to the Payment Provider; and
(d) acting as intermediary between the Investors and Campaign Vehicles.
5. User Account
5.1. Only Users may invest in a Campaign.
5.2. Subject to clause 3.6 (above) anyone who is not a Restricted Person may register an account on the Site and by so doing you represent and warrant to us that:
5.2.1. you are not a Restricted Person
5.2.2. you are an individual of at least 18 years old and of legal age in your jurisdiction to form a binding contract;
5.2.3. all information about you uploaded to the Site is up to date, accurate, true and complete;
5.2.4. you will for so long as you are a registered User, keep the information referred to in clause 5.2.3 updated and complete; and
5.2.5. you will not use the Site or the Services (or any of them) for any purpose that is prohibited by these Terms or by law.
5.3. In order to register an account you will have to register a password. You are fully responsible for keeping the password confidential at all times. You are also fully responsible for any activities that take place under your account. You shall not authorise any third party to use your account credentials. You agree to immediately notify us of:
5.3.1. any unauthorized use of your password or account; and
5.3.2. any other breach of security.
5.3.3. You may use selected social media accounts as set forth on the Site (Facebook etc.) to sign in to the Site.
5.4. We shall not be liable for any loss, damage or other liability arising from your failure to comply with this clause 5 or from any unauthorised use of your account. If you have reason to believe that a third party has gained access to your user account, you should immediately reset your password and then inform us.
5.5. You are responsible for all of your activity in connection with your account. You shall not, and shall not permit any third party using your account to, take any action or submit any content or information that:
5.5.1. infringes any patent, trademark, trade secret, copyright, other intellectual property, right of publicity, or other right of any other person or entity, or violates any law or contract;
5.5.2. you know is false, misleading, or inaccurate;
5.5.3. is unlawful, threatening, abusive, harassing, fraudulent, obscene, offensive, invasive of another’s property or otherwise; or
5.5.4. contain sexually explicit material.
5.6. Your use of the Site is always subject to the rights set out in Clause 3.6 and that is to say our right to suspend or terminate your account and refuse to provide you with all or any of your current or future use of the Services, or any part thereof. Clause 11 sets out the consequences of the termination or suspension of your account.
6. Making an Investment
6.1. From time to time the Site will facilitate the making of an Investment in a Campaign by Users. In respect of all Campaigns the Investment Terms are set out on the relevant Campaign Page. Each Investment is made to finance the specific Campaign outlined on the relevant Campaign Page.
6.2. It is your responsibility to, and you assume the full risk of investigating and determining, whether to invest in a Campaign or not and thereby becoming a shareholder in a Campaign Vehicle.
6.3. Each Campaign Vehicle will seek a minimum amount of total investment from Users and accordingly:
6.3.1. there may be a minimum amount of investment that you must make in order to participate in the Campaign; and
6.3.2. there may be a maximum amount that you may invest in the Campaign.
6.4. As a User you may Invest in a Campaign by purchasing Shares. The Investment is made directly in the Campaign Vehicle and we are not a party to any such Investment.
6.5. Before concluding your first Investment (and at such other times as we may require) you are obliged to complete the FCA Onboarding Process.
6.6. By making an Investment you are agreeing to purchase a specific number of Shares being some or all of those offered by the Campaign Vehicle on the Investment Terms. You should ensure that you read the Campaign Page carefully before making an Investment. In the event of a conflict between these Terms and the Investment Terms, the Investment Terms shall take precedence.
6.7. Subject to your right to cancel described in clause 9, once you have made an Investment by completing the FCA Onboarding Process and making a payment to the Payment Provider the funds provided by you for that Investment will be reserved for it alone and you will not be able to use those funds for another purpose. In order to process investments you may be required to register a valid payment or credit card with the Payment Provider. Investments can only be made by using the services provided by the Payment Provider. You must provide all relevant payment information by the time you make an investment.
6.8. If the Minimum Amount is not achieved by the Closing Date the offer will not complete and the Payment Provider will return your Investment to you.
6.9. Each offer will close to further Investments on the earlier of either (a) the date that the Total Amount is achieved or (b) the Closing Date.
6.10. Where you wish to invest an amount that would take the offer past the Total Amount, your application to invest will be reduced to the amount required to stay within the Total Amount. Applications to invest are treated on a “first come first served basis” and any resulting refunds will be made in accordance with the provisions of Clause 10 (below).
6.11. If the offer reaches or exceeds the Minimum Amount by the Closing Date, it will complete. The Campaign Vehicle will then allot to each Investor the Shares for which they have applied for (or such other number of shares as referred to in 6.10) on the date specified on the Campaign Page (the “Issue Date”). Campaign Vehicles do not usually issue share certificates and you undertake to us that you will not demand that a Campaign Vehicle issue you a share certificate. Your ownership of any shares is represented by the relevant Campaign Vehicle’s share register. Once you have concluded an Investment you have at all times, the right to obtain a record of the Campaign Vehicle’s share register as proof of your ownership.
6.12. We will send you a confirmation email within 5 Business Days from:
6.12.1. the date you confirm your instruction to invest; and
6.12.2. the Issue Date.
6.13. You acknowledge that we will not supply further confirmations of any orders, and or resulting transactions, and that the confirmation emails under clause 6.12 shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by us in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.2.1, and you hereby consent to the same.
6.14. The funds allocated to an Investment made by you will remain under the control of the Payment Provider until the Issue Date. If the offer completes, we will instruct the Payment Provider to transfer the Investor’s funds to the Campaign Vehicle.
6.15. We reserve the right, at our sole discretion and without obligation to explain our reasons for doing so, to refuse your application to invest.
6.16. More information regarding the investment process can be found on the Website.
6.17. You will find details of all your current and pending Investments in your ‘My Songbook’.
7. Financial Returns
7.1. It is your obligation to ensure that prior to making an Investment you have fully considered the information available on our Site about the relevant Campaign.
7.2. Any financial return that you may make is fully dependent upon the success of the specific Campaign in which you have invested. Therefore, when participating in a Campaign and making an Investment in a Campaign Vehicle, you acknowledge:
7.2.1. the overall risks in participating in a Campaign which are detailed in each offering on the Site (including, without limitation) the specific risks referred to in the Campaign Page and general risks listed in clause 2.9.3;
7.2.2. that neither we nor the relevant Campaign Vehicle can guarantee any repayment of an Investment;
7.2.3. that neither we nor the relevant Campaign Vehicle can guarantee you any profit; and
7.2.4. that current and/or future tax legislations might affect your net profit (if any).
7.3. For the avoidance of doubt where you agree to invest in a Campaign by making a payment to the Payment Provider on account of the relevant Investment you are not entitled to receive any reimbursement of an Investment unless:
7.3.1. we cancel the Campaign in accordance with clause 8 (below); or
7.3.2. you cancel your user account in accordance with clause 9 (below); or
7.3.3. your user account is otherwise suspended or terminated by us.
8. Cancellation of a Campaign
8.1. A Campaign will be cancelled (inter alia) if the Campaign fails to raise the Minimum Amount prior to the expiry of the Offer Period. If a Campaign is cancelled we will procure that the Payment Provider will return your Investment in accordance with the provisions of Clause 10.
9. Cancellation of Your User Account
9.1. You may cancel your user account at any time in which case we will instruct the Payment Provider to return any Investments you have made other than any Live Investments. For these purposes and for the purposes of these Terms generally, a “Live Investment” is an Investment made by you that has been accepted and in respect of which there are no circumstances whereby the provisions of these Terms would confer on us an obligation to reimburse to you your Investment.
9.2. If you have Live Investments notwithstanding the cancellation of your user account we will continue to provide the Services to you in relation to those Investments until the end of the same.
10.1. All refunds will be made to the credit card or debit card you used to upload your funds.
10.2. Refunds will be made within 30 days of cancellation or such other period as may from time to time be prescribed by the Payment Provider. For these purposes “cancellation” includes cancellation pursuant to clause 8, clause 9 or otherwise where a refund is to be made available to you pursuant to these Terms.
11. Consequences of Termination of your account
11.1. If your account shall be terminated for any reason we will not be obligated to refund any monies paid by you in respect of your Live Investments.
11.2. Any monies paid over by you on account of Investments which do not constitute Live Investments will be refunded to you in accordance with Clause 10.
12. Information on your investment
12.1. The Campaign Vehicle is required to provide certain information about the Campaign during the life of the Campaign. The information that the Campaign Vehicle must provide will be made available on the Campaign Page.
12.2. We will update the Campaign Page promptly upon receipt of such information from the Campaign Vehicle. It is your responsibility to check the Campaign Page to ensure you are up to date with the information provided on the Campaign Page.
12.3. We may, at our absolute discretion, alert you (for example via email) to new information available on the Campaign Page. This may include information that describes a change to the nature of the Campaign or the financial returns that the Campaign can provide.
13. Acting on behalf of Investors
13.1. The articles of association of each Campaign Vehicle sets out the rights of Investors in relation to the management and control of the Campaign Vehicle.
13.2. We will appoint a suitable person to act as a director of each Campaign Vehicle. We will also retain a special share in each Campaign Vehicle allowing us to protect the rights of Investors generally as we see fit or prudent. We reserve the right to:
13.2.1. refuse the appointment of any person to the board of directors of each Campaign Vehicle;
13.2.2. veto any resolution of the members or the board of directors of a Campaign Vehicle if (in our reasonable opinion) the adoption of any such resolution would be inconsistent with the information set out in a Campaign Page or otherwise might be detrimental to the bests interests of the ordinary shareholders of such Campaign Vehicle generally.
13.3. We will ensure (in so far as we able so to do) that our representative on the board of directors of each Campaign Vehicle shall act on behalf of all Investors in such vehicle and will act in a way that we believe is in the best interests of the Investors, subject to the purposes set out in the relevant Campaign Page. We may from time to time put matters to the vote of the members of a Campaign Vehicle by convening meetings of the members but save as specified by law or in the articles of association of the relevant Campaign Vehicle we are not required to do so.
13.4. We will not be liable to you or any Investor for any acts or omissions whether carried out by us in our capacity as a shareholder of a Campaign Vehicle or carried out by our representative on the board of directors of a Campaign Vehicle.
13.5. We do not charge fees to Investors; you may be subject to other costs and/or fees in connection with the Shares, including any taxes payable in any jurisdiction, which might not be paid via our Site or imposed by us.
13.6. We collect:
13.6.1. An “Arrangement Fee” equal to 15% of monies raised by each Campaign Vehicle via the Site; and
13.6.2. a “Management Fee” equal to 20% (or such other percentage as may be detailed on the relevant Campaign Page) of all income earned by a Campaign Vehicle (net of value added tax) under an “Exploitation Agreement” (being any agreement, treaty or other arrangement whatsoever that provides revenue to a Campaign Vehicle in respect of the exploitation of its assets or the licensing of any intellectual property owned or controlled by a Campaign Vehicle) ;
13.7. The Arrangement Fee is paid to us within 10 Business Days of the Issue Date.
13.8. The Management Fee is paid at the same time as the Campaign Vehicle receives funds pursuant to an Exploitation Agreement.
13.9. If an offer completes but, for whatever reason, the Campaign Vehicle does not issue the Shares and Investors’ funds are returned to them, we will not receive an Arrangement Fee.
14. Payment Provider
14.1. All transactions that relate to an Investment will be made according to our instructions.
14.2. Each User is solely responsible for complying with all rules, policies and procedures of the Payment Provider. By becoming a User and making an Investment you therefore also accept to be bound by the terms and conditions of the Payment Provider.
14.3. Save as specified in these Terms we will not be responsible for any refunds.
15. Ownership, use and intellectual property rights
15.1. This Site and all intellectual property rights in it including but not limited to any Content are owned by us, our licensors or both (as applicable). Intellectual property rights means rights such as: copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We and our licensors reserve all of our and their rights in any intellectual property in connection with these Terms. This means, for example, that we and they remain owners of them and free to use them as we and they see fit.
15.2. Nothing in these Terms grants you any legal rights in the Site other than as necessary to enable you to access the Site. You agree not to adjust to try to circumvent or delete any notices contained on the Site (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Site.
16. Accuracy of information and availability of the Site
16.1. While we try to make sure that the Site is accurate, up-to-date and free from bugs, we cannot promise that it will be. Any reliance that you may place on the information on this Site is at your own risk.
16.2. We may suspend or terminate operation of the Site at any time as we see fit.
16.3. You may have certain legal rights when using the Site. These are also known as ‘statutory rights’ as they are derived from laws such as the Consumer Rights Act 2015.
16.4. Content is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
16.5. While we try to make sure that the Site is available for your use, we do not promise that the Site is available at all times nor do we promise the uninterrupted use by you of the Site.
17.1. Investments in a Campaign Vehicle are conducted at the your own risk.
17.2. It is up to you to seek enough information regarding specific Campaigns and the Campaign Vehicle before making an Investment in that Campaign.
17.3. We do not guarantee that investing in a Campaign Vehicle will result in any profits to you.
17.4. Your use of the Site and your accessing Content is at your own risk. You bear the full responsibility for any resulting damage or loss to any party arising out of, or in connection with, your use or access to the Site.
17.5. We reserve the right to modify, suspend or discontinue the Services at any time for any reason. We may also impose limits on certain features and services or restrict access to parts or all of the Services without notice or liability. We further reserves the right to, at any time, for any reason and without notice remove, edit or modify any content on the Site.
17.6. We shall not in any respect be responsible for any errors or omissions in the services of the Payment Provider.
17.7. Whilst all reasonable endeavours will be made to ensure the maintenance and availability of this Site, we do not accept liability arising from any interruptions of service or delays that may occur in connection with the Site, or if the Site is not available at any particular time or location.
17.8. There may be times when our online services are unavailable due to planned maintenance. We will try to inform you in advance of any such suspension through a general notice on the Website but this may not always be practicable
17.9. The disclaimers above shall only apply to the extent permitted by mandatory law.
18. Hyperlinks and third party sites
18.1. The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.
18.2. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
18.3. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
18.4. You must not establish a link to our Site in any website that is not owned by you.
18.5. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page.
18.6. We reserve the right to withdraw linking permission without notice.
18.7. The website in which you are linking must comply in all respects with the content standards set out in these Terms.
18.8. If you wish to link to or make any use of Content other than that set out above, please contact email@example.com
19. Limitation on our liability
19.1. Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury), we are not legally responsible for any:
19.1.1. losses that:
(a) were not foreseeable to you and us when these Terms were formed; or
(b) that were not caused by any breach on our part;
19.1.2. business losses; and
19.1.3. losses to non-consumers.
19.2. You agree to compensate us against all costs, expenses, claims, losses, liabilities or proceedings arising from misuse by you of the Site. This means you will be responsible for any loss or damage we suffer as a result of such breach.
19.3. You are responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms, and that they comply with them.
19.4. Whilst we make all reasonable attempts to exclude viruses from the Website, we do not accept responsibility for any loss, disruption or damage to your data or your computer system that may occur whilst using the Site, unless such damage is caused by our failure to use reasonable care and skill. You are strongly recommended to take all appropriate safeguards before using the Site.
19.5. You must not use Content for commercial purposes without obtaining a licence to do so from us or our licensors.
20. Events beyond our control
20.1. We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
20.2. All provisions in these Terms that by their nature should survive termination, shall survive termination, including, but not limited to, warranty disclaimers, indemnification and limitations of liability.
21. Rights of third parties
21.1. No one other than a party to these Terms has any right to enforce any of these Terms.
22.1. These Terms are dated 20thSeptember 2018. No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Terms from time to time. Our updated terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.
23. Complaint procedure
23.1. Upon receipt of any expression of dissatisfaction communicated by you, either orally or in writing, we will ensure the following procedures are followed:
23.1.1. we will promptly acknowledge the complaint in writing upon receipt;
23.1.2. we will investigate the complaint and provide a holding response or final response within an eight-week period from date of receipt; and
23.1.3. we will endeavour to send a final response within 8 weeks of receipt of the complaint. If we are unable to provide a final response within this time frame, we will write to the client explaining why and advise when they can expect a final response.
23.2. If more than 8 weeks from the date of the complaint has passed and you have not received a final response, or you are dissatisfied with the final response received (at any stage of the process), you can write to:
The Financial Ombudsman Service (“FOS”)
23.3. You must refer your complaint to the FOS within six months of the date on the final response.
24.1. We will try to resolve any disputes with you quickly and efficiently.
24.2. If you are unhappy with us please contact us as soon as possible.
24.3. If you and we cannot resolve a dispute using our complaint handling procedure you should refer the matter to the FOS in accordance with clause 23.
24.4. If you want to take court proceedings, the relevant courts of the United Kingdom will have non-exclusive jurisdiction in relation to these Terms. If you are a non-UK citizen you may have rights to take proceedings in another jurisdiction.
24.5. English law will apply to these Terms.