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This Business Introducer Agreement
("Agreement") is entered between “KEY CONSULTING UK”, and having its office at No 23, Sangley Road,
London, SE25 6QT, (hereinafter referred to as “KEY”, which expression shall unless it be repugnant to the context
or meaning thereof, shall be deemed to mean and include its successors and
assigns) acting through its KEY of the
one part;
The Agreement is entered into as of the date the application is submitted by
the Business Referrer (“Effective Date”),
indicating his/her acceptance of the terms and conditions of the Agreement
below.
“KEY” and “the Business Referrer”
are hereinafter collectively referred to as “Parties” and individually as “Party”.
B.
Business referrers are requested to visit www.keyconsultinguk.co.uk
in order to obtain an understanding of the services offered by various
strategic partners, accountants and consultants in the UK
C.
The Business Referrer is desirous of promoting the
services and marketing the services of KEY in exchange for such fee/ commission
as set out in Schedule “A” of this
Agreement.
D. The Business Referrer will
refer persons/firms (“Clients”) to KEY, who will then introduce
them to the service providers and strategic partners to
perform the services required by such clients
E.
The Parties hereto wish to record the said terms and
conditions in writing.
1.Definitions and Interpretation
a.
Unless the context otherwise requires or unless
otherwise defined or provided for herein, the terms used in this Agreement
shall have the following meanings:-
i.
“Actively Participate” shall mean the Business Referrer's
active engagement in the introduction of a Client to KEY through an in-person
introduction; or a telephone introduction; or through a joint sales call, and will include Business Referrer's continued support to KEY
through the sales Consulting as and when required by KEY.
ii.
“Clients” shall mean
any person who is known to the Business Referrer in his personal capacity or
who approaches through or communicates with the Business Referrer directly and
who evinces an interest to the Business Referrer to avail such services from KEY
as are defined in this Agreement.
iii.
“Client” shall mean any such third party/ entity
that is doing business or entering into any kind of commercial understanding or
arrangement with KEY for the distribution/ promotion/ management/ marketing/ deployment/
production or preparation of any of its products or services through KEY.
1.
fulfills all KYC/ Money Laundering Regulations/ documentary
requirements or any other statutory requirements as may be applicable from time to time;
2.
is not already availing any of the services provided by KEY
at the time of approaching the Business Referrer;
3.
for which the Business Referrer is eligible under Clause 7(b)
herein to be paid a commission because said referral has become a customer of KEY
by availing such Services of KEY as contemplated in this Agreement.
v.
“Referral” shall mean the
Client who is introduced by way of Active Participation of the Business Referrer
to KEY.
vi.
“Marketing” shall mean any
brochure distribution or display of products brochure or promotion of products
given by KEY.
vii.
“Referral Fee”
has the meaning the fee payable to Business Referrer for Qualified
Referral as assigned in Clause 1 of Schedule
‘A’.
viii.
“Services”
shall include all such services that are being offered by KEY at present
or which may be offered by KEY to its customers/ the Referral in future from
time to time.
ix.
“Watch Quarter” shall mean a notice period of 3 months at any time
during the term of this Agreement after which KEY may have
this Agreement terminated with immediate effect with the Business Referrer on
the grounds of non-performance/under-performance of the Business Referrer.
i.
A reference to any doument (including this Agreement)
is to that document as varied, novated, ratified or replaced from time to time;
ii.
A reference to any statute or to any statutory
provision includes any statutory modification or re-enactment of it or any
statutory provision substituted for it, and all ordinances, by-laws,
regulations, rules and statutory instruments (however described) issued under
it;
iii.
If the payment of any money or doing of any act falls
on a day which is not a business day, that payment must be made or that act
must be done on the next business day;
iv.
If a period of time is specified from a given day or
the day of an act or event, it is to be calculated exclusive of that day; and
a.
KEY hereby authorise the Business Referrer to promote/market
the Services provided by KEY and to refer the Clients to KEY.
b.
Business Referrer agrees to use reasonable efforts to refer
the Clients to KEY whom, in the Business Referrer's opinion, identifies as
potential customers for KEY.
c.
Business Referrer acknowledges and agrees that in order for a
Referral to qualify as a Qualified Referral, the following must have ocurred:
i.
Business Referrer must have Actively Participated in the
introduction of the Referral to a KEY sales contact; and
ii.
Business Referrer must have timely documented the introduction
of the Client and shall have sent an email to admin@keyconsultinguk.com or informed the Relationship Manager with the
details of each Client together with their matter reference number of such
Client (Given by KEY soon after introduction)
iii.
Complies with all KYC/ Money Laundering Regulations/ documentary
requirements or any other statutory requirements as may be applicable from time to time
iv.
KEY must have reviewed the Business Referrer's E-mail and
accepted the Referral as Qualified Referral (i.e., not rejected the Referral
for any of the reasons whatsoever). Business Referrer accepts that KEY have the
sole right and authority to reject any Referral for whatsoever reason without
assigning any reason;
d.
In the performance of their obligations under this
Agreement, Business Referrers are independent contractors and are not agent and
principal, joint ventures or partners of each other and are not acting on
behalf of each other. The business referrers shall not be entitled to claim
against or ask for any remuneration from KEY at any point of time and will be
paid commission/referral fees on a self-employed basis.
e.
Business Referrer understands that he/she is an independent
principal entity and is therefore solely responsible for all self-employment
taxes and any other taxes or fees that may arise from the principal to
principal relationship it shares with KEY.
f.
Neither KEY nor the Business Referrer has the
authority or ability to incur any liability on behalf of, or bind the other
Party to any contract, arrangement, understanding or obligation (including with
respect to the Services provided by KEY) in respect of any third party;
g.
The Business Referrer agrees and acknowledges that the
arrangement contemplated hereunder relates solely to referring the Clients by
the Business Referrer to KEY, making all efforts to make the Clients as
Referrals and then, Qualified Referrals and the provision for terms of the
services shall be at the sole discretion of KEY for the Client/ Referral/
Qualified Referral. Without prejudice to the generality of the foregoing, the
Business Referrer agrees and acknowledges that KEY shall be under no obligation
whatsoever to provide the aforesaid services to the clients/ Referral/
Qualified Referral pursuant to this Agreement if such client does not fulfil
all applicable anti-money laundering due diligence obligations/ Know Your
Client (“KYC”) requirements as may be required by the applicable laws, rules,
regulations and guidelines under the UK laws or any other requirement as may be
stipulated by KEY from time to time to the Business Referrer.
h.
The Business Referrer agrees and acknowledges that the
arrangement set out herein is non-exclusive and that nothing in this Agreement
prejudices or shall prejudice the ability or the rights of KEY to appoint other
parties/ persons to promote the Services/provide referrals in the UK.
i.
The Business Referrer further agrees that in any/all
such cases wherein, any of the Clients/ Referral/ Qualified Referral of the
Business Referrer, is already availing any services from KEY, then KEY shall
not be bound to pay any commission to the Business Referrer for that Clients/
Referral/ Qualified Referral; provided it is intimated
upfront.
a.
KEY may at its discretion upon the Business Referrer’s
request and subject to the UK regulatory requirements, make best efforts to
assist with the promoting of its Services in the UK and elsewhere, including by
providing to the Business Referrer such presentation materials, information and
documents relating to the Services
and KEY’s performance / track record in
that regard as the Business Referrer may reasonably require to promote the
Services, subject to any terms and conditions as may be imposed by KEY and/or
agreed between the Parties. For the avoidance of any doubt, it is clarified
that nothing in this Clause 3(a) shall restrict the right of KEY to refuse to
provide any material, document or information referred above.
i.
To provide the Business Referrer with a reasonable
number of copies of that information and documents at such times and places as
the Business Referrer reasonably requests; and
ii.
To provide the information to the Business Referrer
electronically or in such other format as the Business Referrer reasonably
requests, in the sole discretion of KEY;
c.
Where there is any material change to any information
or documents which KEY has provided to the Business Referrer, KEY agrees to
notify the Business Referrer in
writing, within ten (10) working days of such change. The Business Referrer
agrees and undertakes that upon notification in terms of this Clause 3(c), it
shall cease to distribute or use for any purpose whatsoever, the information or
documents as the case may be in respect of which the change has occurred.
d.
KEY agrees to promptly notify the Business Referrer of
any material changes in the terms and other details pertaining to the Services.
e.
The Business Referrer hereby agrees and acknowledges
that, unless otherwise specified or agreed by KEY, KEY is the owner of the
copyright in the material referred to in clause 3(a) in whatever form or media.
f.
KEY shall provide on request a report, at the end of every financial quarter/year to the Business
Referrer for the transactions entered into by the Qualified Referral with KEY.
a.
The Business Referrer agrees to promote/market the
Services of KEY and to refer clients to KEY who are desirous of obtaining
services provided by KEY in accordance with the terms of this Agreement.
b.
In promoting the Services of KEY or referring clients
or marketing the products, the Business Referrer shall comply with all
applicable laws and regulations for the time being in force in the UK.
c.
The Business Referrer agrees to share such information
and records, and to provide to KEY any other information and/or records that
may be required by KEY in order for it
to comply with its obligations under the UK law, including meeting its
anti-money laundering due diligence obligations
d.
The Business Referrer is not entitled to represent or
otherwise bind KEY or their strategic partners in any manner whatsoever without
prior written notice.
e.
KEY undertakes that KEY will use all data and
information relating to clients of the Business Referrer that KEY receives due
to the Business Referrer referring such clients to KEY to obtain the Services
provided by KEY, only for the purposes of the Services (or as required by any
laws or regulations).
i.
Not distribute any documents other than those provided
by KEY or alter any documents provided by KEY, other than as expressly
authorised by KEY in writing.
ii.
Not use any name or logo of KEY or of any related body
corporate other than as expressly authorised by KEY in writing.
iii.
Not have any discussions with, or reveal any
information to, any media or advertising representatives in relation to the Services unless KEY provides its express written
consent to such discussions or disclosure.
iv.
Not accept, or hold itself out as authorised to
receive or accept, any funds to be placed under the Services provided by KEY;
v.
Not make any representations, statements or
warranties, including without limitation in relation to the experience or
expertise of KEY or the any of the Services provided by KEY, except as set out
in the information/documents received by the Business Referrer pursuant to this
Agreement for referring Clients to KEY or as authorised by KEY in writing. In particular and without
prejudice to the above, the Business Referrer shall not make or give any
representation, statement or warranty which is incorrect, incomplete or
misleading (whether by reason of any omission to state a material fact or for
any other reason)
vi.
For the avoidance of any doubt, it is clarified that
referral of the Business Referrer’s Client under this
Agreement shall not result in any obligations being created between such Client
and KEY. An application for obtaining Services from KEY is only taken to be
accepted upon written notice from KEY and, prior to such notice, the
application may be rejected at any time at KEY’s sole discretion.
vii.
The Business Referrer agrees that it will not act in a
manner which would, in the
opinion of a reasonable person, damage the
good name and reputation of KEY or bodies corporate affiliated with KEY or
result in adverse or negative publicity for KEY or its strategic partners in
general.
g.
If any person(s) wish to avail the services of KEY,
the Business Referrer shall, subject to KEY’s sole discretion:
i.
Make available to the Client, descriptions
of the Services in such form and corresponding literature as may be
approved from time to time by KEY.
ii.
Refer such a Client to KEY by initially emailing the name of
the Client to KEY. The Business Referrer understands and agrees that this is
the preliminary progress of referring a Client to KEY and is subject to any
subsequent due diligence, perusal, requirement or submission of any further
information/documents thereafter and shall be completed in such time period as
may be communicated to the Business Referrer by KEY, from time to time.
iii.
Facilitate, expedite and Actively Participate in the matter
opening/ on boarding with said Client.
iv.
The Business Referrer will assist KEY
to complete KYC formalities of the referral Client.
a.
The Business Referrer represents and warrants on a
continuing basis that at all times during the term/existence of this Agreement:
i.
There is no judgment, decree, injunction or order against the
Business Referrer, that could restrain or prohibit it from performing any of
its obligations under, or consummating the transactions contemplated by this
Agreement;
ii.
It will perform its functions and
obligations under this Agreement in a professional and diligent manner and
shall maintain high standards of integrity in accordance
with the provisions of applicable law, this Agreement and all guidelines, instructions,
procedures, manuals etc. (if any), that KEY,
from time to time, requires it to follow and to the satisfaction of KEY.
iii.
It will act solely in
accordance with the instructions of KEY and will not, while
undertaking the promoting of Services or referring clients to KEY pursuant to this
Agreement, act in any manner that may discredit KEY and its service offerings.
ii.
Of any circumstances/events/ happenings which may
adversely affect its ability to perform its obligations or functions under this
Agreement.
c.
The Business Referrer acknowledges that KEY has the
right at any time to cease the promotion of its Services or to cease accepting
referrals or alter the terms upon which the Services will be offered or
referrals will be accepted. KEY
shall communicate to the Business Referrer of such altered terms within
reasonable time of such alteration. The
Business Referrer shall act in accordance with such altered terms forthwith
upon their communication by KEY to the Business Referrer.
d.
The Business Referrer represents and
warrants to KEY that it has the right to enter into this Agreement and is not
subject to any agreements or other restrictions which would prohibit the
Business Referrer from performing its obligations under this Agreement;
e.
The Business Referrer represents and
warrants that it has all necessary
consents to perform its obligations under this Agreement;
a.
KEY shall upon submission of e-mail from Business Referrer
review e-mail to determine whether to accept the Referral as Qualified Referral
under Clause 2(c) above, or to reject the Referral. KEY shall be solely responsible for the determination
of the suitability and the decision of accepting or rejecting the Referral.
b.
KEY will notify Business Referrer within reasonable time
period ("Notification Date")
of receipt of e-mail as to whether the Referral submitted by the Business Referrer
to KEY is a Qualified Referral or not. Only after the completion
of the money laundering and other on-boarding requirements and confirmed by KEY’s
client on-boarding team, the
Qualified Referral shall be provided with a Client matter number and the Business Referrer shall be entitled to earn Referral
Fee on the Qualified Referral.
c.
KEY shall be responsible for fulfilling and performing all
Client obligations in respect of the services to be provided to the Client by KEY
(the "Services") and, upon
the acceptance of the forms returned
directly to KEY by a Client, such Client
shall become a client of KEY for purposes of receiving the
Services.
d.
KEY will provide Services to the Client in accordance with
the terms of its Agreement with the Client. In no circumstances will KEY be
responsible or liable for any advice or service that the Business Referrer or
its representatives may provide to the Client and business referrer should
exercise due care and shall make KEY aware of such instances.
e.
KEY will make available appropriate officers to explain KEY
Services to Clients and, if requested to the Business Referrer.
f.
In return for referring Clients to KEY, and KEY accepting the
same as Qualified referral, will pay to the Business Referrer a referral fee ("Referral Fee") as mentioned in Schedule ‘A’.
g.
KEY represents
and warrants that
it holds all
necessary registrations as are required
to permit it to
perform the Services for Clients.
h.
With the consent of each Qualified
Referral, KEY may provide the Business Referrer, upon request, with summary
by quarterly reporting including statements of each Qualified
Referral’s status and payment arrangements
a.
KEY agrees to pay to the Business Referrer a Referral
Fee/commission ("Referral Fee"
or “Commission”) in return for
referring Clients as Qualified Referrals to KEY, as outlined in Schedule
"A".
b.
Business Referrer shall be eligible
to earn Referral Fee as agreed percentage on the
revenue earned by KEY. KEY may have a revenue sharing arrangement with other firms. However, the Business Referrer shall be payable only percentage of the fee earned by KEY in this arrangement. In any case the said Referral Fee/ Commission payable to
the Business Referrer shall not exceed the revenue earned by KEY of KEY from the client/s introduced by such Business Referrer.
c.
KEY will pay to the Business Referrer a Commission for each qualifying Referral in accordance with Schedule
‘A’, which meets the requirements of the Business Referrer Program. A Referral
is counted as Qualified Referral by KEY only after the signature page with the
Client’s signature has been returned to the office of KEY and the subsequent
approval has been granted by KEY in relation to the Client’s profile upon
performing the requisite checks and compliance to the satisfaction of KEY
d.
The Business Referrer has further referrals linked then such
referral shall share the revenue earned by the business referrer.
e.
The Business Referrer may want to identify such further link
referrals in this present agreement and such referrals shall be paid directly
as and when KEY has actually earned the revenue from the business referral.
f.
All Commissions shall be payable to the Business
Referrer as and when they arise as per schedule “A” and it’s the responsibility
of the business referrer to submit invoices to the finance department of KEY
upon satisfactory completion of the work performed by KEY and paid for by the
client.
g.
The Business Referrer understands and agrees
that any/ all payments towards commission to the Business Referrer by KEY shall be calculated and be paid to the Business Referrer on the basis of the agreed fee sharing percentage of
the net revenue earned by the Business Referrer solely for and on behalf of KEY only.
h.
The Business Referrer hereby agrees that, all the funds of
the Business Referrer with KEY shall be
subject to lein for the discharge of any of all of the payment due to KEY from
the Business Referrer or from the clients introduced by the said Business Referrer
or in respect of any other obligation that the Business Referrer may have to KEY.
i.
The Business Referrer agrees to treat all client details as Confidential
and abide by the non-disclosure agreement
j.
The Referral Fee shall be payable for such period of time as
the Qualified referral continues to receive Services from KEY. In the event of termination,
payment of Referral Fees shall be discontinued.
k.
Notwithstanding
any other provisions
of this Agreement,
KEY’s obligation under
the "Fees and Payments" Clause is subject to KEY’s
receipt of payment of fee from the
Qualified Referral and/or Product Provider and shall be payable only after such fee is paid in full.
l.
KEY will provide such disclosure to the Qualified Referral of
the Referral Fee made to the Business Referrer as may be required in the
opinion of KEY or by applicable law, regulations, or policies.
m.
The Referral Fee shall be payable to the Business Referrer on
a self-employed basis and all the taxes and NI contributions should be borne by
the business referrer as per the applicable law and regulations.
a.
In the performance of its Services hereunder, KEY shall
carefully and diligently
observe and comply with all applicable
laws and regulations in
the UK. KEY shall immediately notify the Business Referrer if the
foregoing ceases to be true or if any other event should KEYcur which would
disqualify KEY from providing its Services hereunder pursuant to any applicable
law or regulation.
a.
All information, materials and technology provided by one Party to the other Party under tis
Agreement, are strictly confidential to the disclosing Party and is to be
treated as “Confidential Information” by the receiving Party, Confidential
Information may not be disclosed in whole or in part to any third party except
as explicitly authorized hereunder. KEY and the Business
Referrer shall be permitted to disclose such Information to their accountants,
legal, financial and marketing
representatives, and employees as necessary for the performance of their
respective duties, and for no other purpose. The receiving Party agrees and
undertakes to treat the Confidential Information as confidential in the above
described manner and as required by law or any government regulatory authority,
during the Agreement period.
a.
Business Referrer
hereto agrees to
indemnify, protect and
hold harmless KEY and its strategic partners (as
well as the other’s officers, directors,
employees and agents) from and
against any or all claims, demands, proceedings, suits and actions and
all liability, expense and costs arising as a result of the business introduction;
b.
Notwithstanding anything contained in this Clause 10; the Business Referrer further understands and
agrees that any/all referrals made and clients introduced by the Business Referrer shall be deemed to have
been made in its professional role, position
or organisation that the Business Referrer may be
a part of, KEY excludes all liability arising from any
referrals made or purported to have been made by the Business Referrer in its professional
capacity or made through coercion, misrepresentation or by exercising any undue
influence over its clients. The Business Referrer explicitly
affirms and agrees to indemnify KEY for any/all actions, suits, claims, proceedings, judgement, demands and
all losses, damages, liabilities, penalties, costs and expenses arising thereto
by its clients or any third party as a result of any/all acts by the Business;
c.
Business Referrer hereby agrees to indemnify the KEY and
shall keep indemnified KEY against all costs, actions, claims, losses, damages,
suits, prosecutions, including all consequential loss and legal fees which KEY may
suffer/ incur on account of any trades disputed by the clients introduced by
the Business Referrer.
d.
The Business Referrer hereby indemnifies and shall always
keep indemnified KEY against all costs, actions, claims, losses, damages,
suits, prosecutions, including all consequential loss and legal fees which KEY
may suffer/ incur on account of failure or default on the part of the Business Referrer
to comply in whole or any part of any of the terms and conditions of this
Agreement, or on account of any omission on part of the Business Referrer to
obtain the necessary authorization and permits under the terms of this
Agreement, or any other Agreement.
e.
The Business Referrer agree that
they shall co-operate and help KEY in redressing grievances of clients
introduced by them
a.
At any time during the subsistence of this Agreement,
if the Business Referrer does not meet the revenue expectations or is unable to
meet the stipulated number of Clients/ Referrals/
Qualified Referrals to
KEY as provided for in Schedule “A”, the Business Referrer will be put
under a warning (‘watch quarter’).
b.
If the Business Referrer fails to deliver the
expectations as provided for in the aforesaid clause 11 (a) in the ‘Watch Quarter’ KEY shall have the right to terminate this Agreement with
immediate effect. upon the expiry of the Watch Quarter.
c.
Upon termination under the provisions
of this clause 11, the Business Referrer shall be
entitled for the Referral Fees for the Qualified
Referral referred to KEY by the Business Referrer up to the date of termination of
the Agreement.
a.
This Agreement may be terminated in its entirety, or
exclusively for a specific client or Referral:
ii.
By either party for breach of any term, covenant,
representation or warranty in this Agreement that is not cured/ rectified
within thirty (30) days following written notice of same;
(a) a receiver, receiver-manager, trustee or
similar official is appointed for the other party or any of its
property;
(b) the other party makes or proposes an assignment or arrangement
for the benefit of creditors or becomes insolvent, bankrupt or ceases
operations;
(c) the other party becomes subject to or commences any proceeding in
bankruptcy or insolvency or for liquidation, dissolution, restructuring,
winding-up or relief from creditors, or any analogous proceeding.
b.
In the event of termination, payment of Referral Fees shall continue in accordance with
the prescribed time periods in Schedule "A".
a.
For Convenience: Any commissions earned
and/or due to the Business Referrer from KEY shall be paid to the Business Referrer
in accordance with Clause 7 of this Agreement.
b.
For Cause: In the event that the
Business Referrer has referred to KEY a Qualified Referral prior to KEY's
termination of this Agreement for breach or other cause,
KEY shall pay the Business Referrer in accordance with Clause 7 of this Agreement but only for Referrals provided to KEY in the quarter preceding termination.
a.
This Agreement, including all schedules, constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes any prior negotiations or agreements, the headings
used in
this agreement are
for convenience only
and are not
to be construed
as defining, limiting
or describing the scope or intent of this Agreement.
b. KEY reserves the right to change, alter, update and delete these terms and conditions from time to time
b. KEY reserves the right to change, alter, update and delete these terms and conditions from time to time
a.
This Agreement is of an indeterminate length in the future
and can be amended in writing
and signed by both Parties.
b.
The failure of either Party to exercise any rights under this
Agreement shall not be deemed a waiver of such right or any other rights.
c.
If any provision of this Agreement is held to be invalid,
illegal, or unenforceable, that provision will be severed to the extent of its
invalidity, illegality, or unenforceability, and all other provisions will
continue in full force and effect to the extent permitted by law.
d.
This Agreement shall insure to benefit
and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the
other, except such consent is not required to the successor of all or
substantially all of the assignor's business or assets.
e.
The headings of the Clauses of this Agreement
are intended for convenience only, and will not affect the intent, scope, or
meaning of any provision of this Referral Agreement.
f.
This Agreement (and any Exhibits/ Schedules
hereto) represent the entire agreement of the Parties and supersedes all prior
discussions and/or Agreements between the Parties and is intended to be the
final expression of their Agreement. It shall only be
modified or amended at the sole discretion of KEY. In the event of an express
conflict between the terms of this Agreement and the
terms of any Exhibit/ Schedule, the verbiage of this
Agreement controls. If any provision is held by a court of competent
jurisdiction to be contrary to law, such provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect.
g.
The original signed and executed Agreement shall be retained
by KEY and the copy thereof shall be kept by the Business Infulencer.
a.
A notice, demand, consent, approval, documents, communication
or thing required or permitted by law or under this Agreement (“Notice”) must be:
ii.
hand delivered or sent by post or facsimile to the
recipient's address for Notices specified in this agreement
a.
Any dispute,
controversy or claims arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, shall be settled by arbitration
b.
The arbitral
tribunal shall be composed of one arbitrator,
appointed by mutual consent of each Party.
c.
The award of the
arbitrator shall be final and conclusive and binding upon the Parties, and the
Parties shall be entitled (but not obliged) to enter judgment thereon in any
one or more of the highest courts having jurisdiction.
d.
The rights and
obligations of the Parties under, or pursuant to, this clause, including the arbitration agreement in this clause, shall be governed by and subject to English law.