1.1 In this General Terms and Condition of Supply the following terms shall have the following respective meanings:
GTC: means these General Terms and Conditions of Supply;
Mosaicoon S.p.A.: the company, with registered office in Isola delle Femmine (Pa), Via Nazionale n.42, 90040, VAT registration no. 05866440828;
Mosaicoon Pte Ltd.: the company controlled by Mosaicoon S.p.A., with registered office in The Republic of Singapore, 10 Hoe Chiang Road #06-03 Keppel Towers 089315, registration no.: 201605183;
Mosaicoon: means collectively Mosaicoon S.p.A. and Mosaicoon Pte Ltd.;
Client: means collectively each subject – individually defined within the Mosaicoon App Terms and Conditions as Buyer/Buyers and/or Guest/Guests – which requires the supply of one or more Services from Mosaicoon by accepting these GTC;
Party/Parties: Mosaicoon and the Client;
Service/Services: means the products and/or the IT, web-marketing, managing and advertising services offered by Mosaicoon to the Client;
Mosaicoon App o App or Website: means the technology platform reachable at the following URL: app.mosaicoon.com – developed by, and belonging to Mosaicoon S.p.A., whose aim is to connect Clients, hereinafter “Buyers/Guests”, with a network of creative experts, video-makers and editors, hereinafter “Creators”, in the framework of a shared process of creation and distribution of Contents, with a view to homogenize all the phases of a video campaign. Mosaicoon S.p.A. licenses the use of Mosaicoon App to Mosaicoon S.p.A subsidiaries, including for example “Mosaicoon Pte ltd”;
Video Project/Projects or Essential/Essentials: mainly, the audiovisual content created and uploaded on the Website by the Creator, which can be selected and purchased by the Client;
Creator/Creators: means any natural or legal person who creates one or more Video Projects published on the Website for the purpose of showing it and transferring it to Mosaicoon’s Clients;
CSM: means a support and training service for the use of the Website, made available to the Client;
Offer/Offers: non-binding commercial offer submitted by Mosaicoon to the Client through the App;
Order: means the order placed by the Client and submitted to Mosaicoon – i.e. content of the Cart confirmed by the Client through the App -, to be considered as irrevocable offer to purchase the Services required by the Client to Mosaicoon and the related prices;
Order confirmation: means the notification submitted by Mosaicoon to the Client, to be considered as acceptance of the irrevocable Order;
Supply Agreement: means the contract subject to these GTC, entered into by and between Mosaicoon and the Client, for the performance of one or more Services, through the submission of an Order confirmation or the execution by Mosaicoon of one or more Services;
Consideration: means the prices indicated in the Order/Order Confirmation to be paid in favour of Mosaicoon as specified in the Supply Agreement.
2.1 Premises and Annexes are an essential and substantial part of these GTC.
2.2 These GTC are considered to be known even before signing the Supply Agreement as published on the Website and transmitted to the Client before the completion of the Order. The Client, by sending an Order to Mosaicoon, agrees and accepts them in full.
2.3 The Services subject to this GTC shall be provided to the Client only for the purposes covered by his/her specific professional activity, thereby excluding the application of the provisions of Legislative Decree no. 206 of 09.06.2005 (s.c. “Consumer Code”) and further modifications.
3.1 These GTC regulate all and every contractual relationship between Mosaicoon and the Client in relation to the Services provided by Mosaicoon and they form an essential part of any Offer, Order and Order confirmation related to the Services of Mosaicoon.
3.2 Mosaicoon reserves the right to modify these GTC and to publish the amended General Conditions on the Website. The General Conditions modified by Mosaicoon will regulate the Supply Agreements concluded after their receipt by the Client.
3.3 Without prejudice to the provision of paragraph 3.2, these GTC, as well as the provisions of the Mosaicoon App Terms and Conditions, are the only applicable to the relationships between Mosaicoon and the Client and supersede all previous contracts, statements and/or agreements of any kind and having the same object in force between the Parties.
3.4 Any different general conditions referable to the Client as well as clauses aimed at modifying and/or inconsistent with these GTC that may be included in the Commercial Offer, Order or in any other document or notice sent by the Client to Mosaicoon shall not have effect, nor even partial, unless otherwise specifically agreed in writing by the latter.
3.5 The Parties mutually acknowledge that the Services, as identified and detailed in the Order, are agreed by the Parties on the basis of the specific needs of the Client and of the Offer submitted by Mosaicoon and/or the App.
4.1 Mosaicoon and/or the App shall propose an Offer to the Client along with a summary table of each Service requested by the Client to Mosaicoon and related prices. The contents of the summary table will be agreed upon by the Parties on the basis of the specific needs of the Client and of the Offer formulated by Mosaicoon and/or the App. Terms and conditions included in the summary table shall not be considered as binding since they are subject to possible amendments until the conclusion of the Supply Agreement in accordance with the following provisions.
4.2 If the Offers provide for the verification of the availability of all or certain Services, it will always be considered “subject to availability”.
4.3 The Supply Agreement shall be deemed as entered into for all legal purposes by sending the Order Confirmation by Mosaicoon or with the execution by Mosaicoon of the Services required in the Order. The Supply Agreement will be concluded and considered valid for all legal purposes after the submission of the Order confirmation by Mosaicoon or after it will have executed the Services required in the Order.
4.4 Orders must be placed by the Client through the App or in writing, even by e-mail, and, in case of legal person, must be submitted by the person having the required powers of representation. In any case, the person that will submit the Order to Mosaicoon is presumed having the necessary powers to represent the Client.
4.5 Any Order or other act or conduct implying an intent, even tacit, of the Client shall be considered as an irrevocable offer contract regulated by these GTC and the terms and by the terms and conditions detailed in the Offer sent by Mosaicoon in accordance with the above.
4.6 The supply includes exclusively what specified in the Order and/or Order Confirmation or in any subsequent modification of the same, transmitted by Mosaicoon.
4.7 In any case, the Order Confirmation will prevail over any other document, save its correction made within 2 (two) days from the transmission.
4.8 The Order Confirmation will be deemed accepted by the Client if not contested within 2 (two) days from the date of submission.
4.9 The commercial agents collaborate with Mosaicoon through a mandate without representation. Only internal sales officers can set selling conditions that differ from these GTC. Any sales conditions differing from those present ones will be worthless if not resulting from the Order and/or Order Confirmation.
5.1 Mosaicoon undertakes to perform its obligations with diligence and accuracy during the execution of the above-mentioned Services and until the fulfilment of the tasks and obligations detailed in the Supply Agreement and within the time limit provided for there under.
5.2 Mosaicoon shall perform its activity by its own, without any relationship of subordination toward the Client and without prejudice to the right to use collaborators pursuant to article 2232 of the Italian Civil Code.
5.3 Within the supply of the Video Projects, Mosaicoon and the Client will use the App. For all the details on the functioning of the App refer to the T&C Mosaicoon App, with particular reference to sections from 6.8 to 6.12, to be understood here fully transposed and expressly approved by the Client.
5.3.1 If the Customer intends therefore to purchase a Video Project published on the Website, he/she undertakes to insert said Video Project in the Order. Upon receipt of said Order, Mosaicoon will be considered formally delegated by the Client to the completion of all the formalities necessary for the conclusion of a separate agreement with the Creator (hereinafter the “Agreement”) aimed at the acquisition of the Video Project selected by the Client.
5.3.2 The Client expressly authorizes the dissemination within the Mosaicoon App of his/her distinctive signs and/or of any material functional to the implementation or aim of the Video Projects (e.g. Brand, Client Logo etc.), for the duration necessary for the implementation of the Services subject of the Supply Agreement.
5.4 The Client shall provide Mosaicoon with all the information and/or material that may be required for the execution of the Services, also ensuring the full ownership and availability of the rights on contents, piece of writing, logos and other delivered materials (hereinafter the “Material”).
5.5 The Client warrants that the information given and the material provided to Mosaicoon for the execution of the Services do not infringe rights of third parties or any applicable law. As a consequence of the provisions herein, the Client undertakes to indemnify and hold completely harmless Mosaicoon and its assignors and assignees from any action, right, demand and claim that might be taken/started/laid by third parties in relation to any damage, direct or indirect, and detrimental effect however arising from the the use of the Material.
5.6 Should the Supply Agreement provides for the inclusion within the Video Projects of products supplied by the Client (hereinafter the “Products”), the following rules on product placement will be applied unless exclusions expressly agreed in writing between the Parties, and in addition to what already indicated in section 5.5 of the GTC.
5.6.1 The Product will be shipped within 5 working days following the Order, at Client’s expense, by recorded delivery with return receipt to the address indicated by Mosaicoon and/or from the App.
5.6.2 In the event that the Product has a value greater than Euro 100.00 (€ one hundred/00), it must be provided with an appropriate insurance policy to cover any damages. The return of such product, where required, will be done by the Creator and at Client’s expense, within 15 working days from the request.
5.6.3 With regard to the directing treatment of the Product, the Client acknowledges and agrees that it will not be possible to comply with any Client marketing directions and/or in general with any brand image policy related to the demonstration or use of the Product, as it will not be possible to involve experts for the visual/functional treatment of the product on set.
6.1 The Client, upon delivery of the Services, shall verify and examine them and report in writing within 5 days after the delivery any possible complaint and/or claim.
6.2 By taking possession of the Services without complaints reported within the terms referred to in paragraph 6.1 above, the Client accepts the Services in every aspects and consequently waives any possible exception, complaint, claim for damages and/or compensation that may arise from the Supply Agreement and/or from the execution by Mosaicoon of the service object of said Supply Agreement.
7.1 Mosaicoon shall not be held responsible for conducts of third parties or unexpected technical problems – including, by way of example but not limited to, slowing or failure of telephone and electric lines, global and national networks, etc. – that may affect the delivery and/or operation of the Services offered to the Client.
7.2 Mosaicoon shall not be held responsible for the non-fulfilment of its obligations and/or for damages of any kind whether due to unforeseen cases, cases of force majeure and cases attributable to the Client even partially. In particular, Mosaicoon’s liability is excluded whether the accurate execution of the Services depends on commercial or administrative decisions of the Client and/or whether it is necessary for the execution of the Services the submission of material by the Client such as by way of example but not limited to: photographs, graphics, texts, documents, file, computer access and etc. In these cases it is expressly agreed between the Parties that Mosaicoon shall be paid the Consideration related to the Services provided in any case, without prejudice to the right of the Parties to agree in writing timing and conditions for the execution of non-performed Services.
7.3 Mosaicoon SpA., as the supplier of the App for uploading and delivering of Video Projects by the Creators and to the Clients, cannot be held responsible in any way for the Video Projects, nor in general for any information and/or material uploaded to the Website or otherwise provided to Mosaicoon by the Creators and transferred from the App to the Clients.
7.3.1 Consequently, any action, right, request, claim in relation to any damage, direct or indirect, and detrimental effect, in any case deriving in whole or in part from the Video Projects or that may be caused in the fulfilling of the assignment for the implementation of Video Projects by the Creator, can be laid by the Customer only towards the Creator, with the exclusion of any liability by Mosaicoon.
7.4 The Client agrees to indemnify and hold fully harmless Mosaicoon against any action, claim, demand that may be lodged by third parties in respect of any direct or indirect damage and prejudicial effect arising from information and materials that the Client will provide to Mosaicoon for execution of the Services.
7.5 Unless otherwise required by law, the liability of Mosaicoon for direct and indirect damages arising from the execution (i.e. from the non-fulfilment) of the Services shall never exceed the amount of the Consideration indicated in the Supply Agreement, with express waiver by the Client to the right to further compensations for damages. The limitations of liability provided in these GTC do not apply in the event of willful misconduct or gross negligence and in the cases where the conduct of Mosaicoon would constitute violation of obligations arising from public-order laws.
7.6 The provisions of this article shall be considered valid and effective even after the termination of the Supply Agreement (due to its expiration, termination or dissolution).
7.7 Notwithstanding the provisions of section 7, during the period of validity of the Supply Agreement, Mosaicoon S.p.A. will retain, at its own expense and care, the Multimedia Professional insurance policy – AIG Europe Limited – € 1,000,000 (Euro one million/00) maximum coverage, in the Claims Made formula, to cover professional liability for any illicit conduct of the latter.
8.1 Mosaicoon in the exercise of its business undertakes to comply with occupational safety and health laws.
8.2 Mosaicoon also undertakes to comply with all the obligations arising from applicable fiscal, social security, social assistance and social insurance laws and regulations as well as to ensure to its employees the economic and legal standards provided for under the applicable collective agreements.
8.3 Mosaicoon S.p.A. and the Client expressly declare to know and respect the principles and the effects of the Legislative Decree 231/01 and to undertake to prevent any behaviour that could integrate the type of crime punished by the aforementioned legislation. It is understood that the violation of the above will give rise to the termination of the Agreement pursuant to the provisions of sections 18.2 and 18.3 below.
9.1 Ideas, projects, documents (including those in electronic format) presented by Mosaicoon in view of the conferral of the mandate indicated under the Supply Agreement shall be and remain property of Mosaicoon, which is free to use them otherwise, unless accepted or pre-selected by the Client.
9.2 The submission to third parties of the above-mentioned material as well as its publication, reproduction or distribution is prohibited, unless previously authorized in writing by Mosaicoon. The Client also agrees to refrain from using or reproducing ideas or creative aspects related to one or more projects presented by Mosaicoon, which have not been used for the execution of the Supply Agreement.
9.3 In case of violation of the provisions of the above paragraph, the Client shall be subject to a penalty equal to the amount of the global Consideration agreed upon for the supply of the Services, without prejudice to the compensation for further damages.
10.1 Concepts or creative inventions by Mosaicoon, such as slogan, texts, videos, graphics, artworks and photographs, etc. (hereinafter Creativities) used in the execution of the Services related to the Supply Agreement are protected by the laws on copyright and are intellectual property of Mosaicoon S.p.A..
10.2 Except as otherwise indicated in the Order and/or Order Confirmation, following the full payment of the Consideration, Mosaicoon will transfer to the Client the following rights of economic use of the Creativities: rights to publish, reproduce, display, execute, assign and/or license to third parties, worldwide, for any reason, in any form, including the electronic one, by any means and through any web distribution channels, websites, social media, with the express exclusion of any right to distribute and/or release by means of TV, Radio, Cinema, Press as well as the express exclusion of any right to elaborate Creativities, which will therefore be used in conformity with the original, without making any kind of adaptation, modification, variation or addition, in the absence of express written authorization from Mosaicoon S.p.A.. And also, any public communication of Creativities by means of receivers or loudspeakers indoor and outdoor or during public shows, events, exhibitions, stores and/or within companies, is to be considered excluded unless otherwise agreed in writing with Mosaicoon.
10.3 It is understood that the enjoyment of any economic exploitation rights on the Creativities, referred to in section 10.2 above, may be excluded or limited due to the different licenses/releases reconnected with the Video Project as well as due to any conflicting rights belonging as an example to interpreters, music copyright holders, owners of rights on locations, etc..
10.3.1 In particular, each Video Project will be provided with licenses/releases that will allow its use, exploitation and dissemination, solely for advertising purposes, through the Internet in whole or in part within the only advertising Campaign subject of the Supply Agreement. Any use of the Video Project is forbidden, for purposes other than those for which it was made, as well as any use and/or diffusion through television, radio, film and/or press channels. If the Client intends to extend the scope of the licenses/releases above, he/she will be required to communicate it to Mosaicoon simultaneously with the selection of the Video Project, providing the latter with any information useful to enable it to adapt, where possible, the legal documentation relating to the Video Project, to the concrete needs of the Client, without prejudice, in this case, to any increase in the Consideration due to Mosaicoon.
10.4 Notwithstanding the above, the transfer to the Client of the right to economic exploitation of the Creativities does not prevent the right of Mosaicoon to use, publish, distribute and communicate to the public in any form and way the material referred to in the above paragraph 10.1 for the time necessary for the execution of the Services related to the Supply Agreement.
10.5 The Client undertakes not to remove distinguishing marks, disclaimers and any other signs or dictions of authorship that may be affixed by Mosaicoon on the Creativities.
10.6 In case of violation of the provisions of the paragraphs 10.2 and 10.5, the Client shall pay to Mosaicoon a penalty equal to the Consideration, without prejudice to the compensation for further damages.
10.7 The Client expressly authorizes Mosaicoon to use his/her own distinguishing marks on Mosaicoon’s websites, on its advertising and promotional material as well as on its informative (such as, by way of example, clients’ portfolios, brochures, mailing, etc.). The Client authorizes Mosaicoon also to include on its websites or to otherwise show to third parties the Services provided, or any part thereof, including Video Projects, as examples of the Services offered by Mosaicoon through the App. It is understood that the authorizations referred to in this paragraph shall be considered valid and effective even after the termination of the Supply Agreement, unless otherwise requested in writing by the Client.
10.8 Mosaicoon S.p.A. shall retain the ownership of any intellectual property right on “Mosaicoon” logo and trademark, on names in the domains “www.mosaicoon.com”, “www.tvapuntate.it”, ”www.plavidnetwork.com” and “app.mosaicoon.com”, and in general on any other distinguishing mark property of Mosaicoon as well as on graphics, virtual data rooms and software made available to the Client in the execution of the Supply Agreement, such as by way of example, Plavid, Tracking, Sonar, granting to the Client the right to use them for the only purposes related to the execution of the Supply Agreement.
11.1 The Parties undertake not to use directly, indirectly, through a third person, organization or company, and not to disclose to third parties, even after the termination of the business relationships between them, for any reason occurred, any information obtained in relation or in execution of the contractual relation and referable to the Counterparty that shall be considered secret and confidential, unless it is already in the public domain.
11.2 The Parties also undertake to adopt appropriate security measures to prevent the disclosure of privileged information of which they should become aware on the occasion of the commercial relations between them. The Parties also undertake to comply with the legislation on the abuse of privileged information, illicit communications of privileged information and market manipulation (Market Abuse Regulation – EU Regulation 596/2014 and further additions and amendments) where applicable between them.
12.1 The Parties have the right to terminate the Supply Agreement for any reason by written notice to be sent via registered mail or certified e-mail to the registered office of the other Party. The termination shall be considered effective after 15 (fifteen) working days as of the date of its delivery. In case of termination, the Client shall indemnify Mosaicoon from the Consideration in relation to the Services performed until the effective date of termination.
13.1 The Supply Agreement shall not be assigned, not even temporarily, by any of the Parties to any third party, neither for free nor for a fee, unless expressly agreed in writing with the Counterparty.
13.2 Without prejudice to the above-mentioned provisions, the Parties mutually acknowledge that Mosaicoon S.p.A. shall have the right to use any platform property of third parties other than Mosaicoon in order to perform part of the Services included in the Supply Agreement, such as, by way of example, the creation and/or production of Video products, the web distribution of Campaigns, etc..
14.1 In compliance with the Legislative Decree no. 196 of 2003 (s.c. “Code for the protection of personal data”), Mosaicoon informs the Client that the personal data provided will be processed exclusively to pursue the contractual purposes referred to in these GTC, in accordance with the relevant applicable Italian and European laws. In particular, pursuant to article 13 of the Legislative Decree no. 196 of 2003 the use of personal data that Mosaicoon intends to carry out: a) it is aimed at managing and processing the systems and the Services required and made available to the Client in accordance with the Supply Agreement and the applicable laws; b) it will be managed both manually and automatically, but it will be always confidential; c) data may be/will be communicated to the judicial authority and/or to public and/or private administrative offices, to Mosaicoon’s co-workers specifically appointed, to professionals and technical consultants and to any other person necessary for the correct execution of the Services and of Mosaicoon’s activities; d) data may be used to send Client promotional messages, including by e-mail, on goods or services similar to those ones already purchased.
14.2 With reference to the activities and the Services requested by the Client through the Supply Agreement which entail the use of third parties’ personal data, it is necessary to clarify that, during their execution, the Client and Mosaicoon shall specifically respect the laws on privacy protection. Therefore, in case the activity and the Services required to Mosaicoon through the Supply Agreement entail the use of third parties’ personal data, in relation to which the Client is the Data Controller, this latter undertakes to appoint Mosaicoon as external responsible for the processing of personal data pursuant to both articles 4, paragraph 1, lett. g) and 29 of the Legislative Decree no. 196 of 2003, that, on the other hand, undertakes to use personal data in compliance with the instructions received by the Data Controller.
14.2.1 The Client shall ensure that adequate privacy policies will be available on its own websites and/or social network accounts.
14.2.2 Notwithstanding that both the Client and Mosaicoon undertake to use personal data in compliance with the applicable laws on privacy protection, the Client undertakes to indemnify Mosaicoon from any cost, damage and/or prejudice that may arise from the execution of the instructions received by the Client with regard to the use of the above-mentioned personal data.
15.1 The Supply Agreement, along with all its attachments which are an essential part of it, shall replace any other agreement, understanding, negotiation, in writing or oral, previously occurred between the Parties and relative to the object of the Supply Agreement, without prejudice to the provisions of these GTC.
15.2 Any change to the conditions and terms of the Supply Agreement shall be in writing under penalty of nullity and shall be sent to the registered office of the recipient via registered mail or certified e-mail.
Without prejudice to the provisions of the Order and/or Order Confirmation, the Supply Agreement shall have a duration of 12 (twelve) months as of the date of its signing.
17.1 The Consideration due by the Client for the execution of the Services referred to in the Supply Agreement is expressly indicated and agreed upon in the Order and/or Order Confirmation. VAT as well as any other transferable tax burden shall be paid by the Client.
17.2 The above-mentioned payment shall be made by the terms and methods indicated from time to time in the invoice.
18.1 In case of non-fulfilment of the Client’s obligations, Mosaicoon reserves the right to suspend without notice, completely or partially, the Services included in the Supply Agreement.
18.2 Notwithstanding any other provision of this GTC or the Supply Agreement, the Client shall have the right to terminate the Supply Agreement, pursuant to article 1456 of the Italian Civil Code by giving notice to Mosaicoon via registered mail or certified e-mail, and without prejudice to any action for damages, in the event that: (i) Services are not delivered within 30 working days as of the date agreed for their delivery, provided that the Client, after the expiration of such deadline, demanded the delivery of such Services in writing and Mosaicoon did not fulfil its obligations within the next 30 working days; (ii) the Services completely differ from those required by the Client and are totally inadequate for their purpose; (iii) Mosaicoon fails to comply with the obligations contained in art. 8.3 of this Agreement.
18.3 Likewise, without prejudice to the right to claim for the damages that may have occurred, Mosaicoon shall have the right to immediately terminate the Supply Agreement pursuant to article 1456 of the Italian Civil Code by giving notice to the counterparty via registered mail or certified e-mail, in the event that: (i) the Client does not pay, entirely or partially, the Consideration (i.e. a delay in the payment of more than 15 calendar days after a formal request of payment delivered via registered mail or certified e-mail shall be considered a non-payment); (ii) the Client does not fulfil any of the obligations referred to in articles 5.4, 5.5 and 8.3 of these GTC.
18.4 In any case of any non-fulfilment referable to the Client, he/she shall pay to Mosaicoon the full amount of the Consideration for the Services already provided and hold it harmless from damages occurred and loss of income, without prejudice to the compensation for further damages. Likewise, in case of termination of the agreement referable to Mosaicoon, this latter shall refund all the amounts that may have received in relation to Services not yet provided.
18.5 Any tolerance of any Party to the behaviours of the counterparty that violate the provisions of these GTC and/or of the Supply Agreement shall not be considered neither as a waiver of the rights arising from the provisions infringed nor as a waiver of the right to the fulfilment of all terms and conditions provided herein or elsewhere provided for and binding between the Parties.
19.1 These GTC as well as any Supply Agreement regulated in accordance with them shall be governed by and construed in accordance with the laws of the Italian republic, with the exception of the provision on the conflict of laws.
19.2 The Parties agree that any dispute that may arise between them with regard to the interpretation and/or execution of these GTC as well as, more in general, with regard to the validity, interpretation and/or execution of the contractual relationship between them shall be submitted to the exclusive jurisdiction of the Court of Milan, with exclusion of any other competent court.
20.1 For any matters not regulated under the Supply Agreement, reference shall be made to the laws of the Italian Civil Code on obligations and contracts or to other applicable laws, provided that they are not in contrast with those of the Supply Agreement.
20.2 The invalidity, nullity or ineffectiveness of any of the clauses of these GTC or Annexes shall not affect the validity or effectiveness of the other provisions.
Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Client, upon re-reading, declares to have specifically read and approved the following sections:
5. “Supply execution modes and delivery timing”, 6. “Delivery”, 7. “Limitation of liability and indemnities”, 9. “Presentations”, 10. “Property rights and right to use”, 11. “Confidentiality”, 12. “Termination”, 13. “Assignment of the Agreement”, 14. “Privacy Protection”, 17. “Consideration”, 18. “Non-fulfilment, Service Suspension and Termination of the Supply Agreement”, 19. “Applicable law and Jurisdiction”.