Operance Platform

Terms and conditions of supply of consultancy and software subscription services

1. Interpretation.

The following definitions and rules of interpretation apply in these Terms.

1.1 Definitions.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Consultancy Fee: the fee for the Consultancy Services as shown on the Order.

Consultancy Services: if any, consultancy or other services (but not subscription services for access to Operance’s software products) provided by Operance to Customer, including for the production of the Deliverables (as defined in clause 3.1), as described on the Order.

Customer Data: data inputted by Customer, Users or Operance on Customer's behalf for the purpose of using the Subscription Services or facilitating Customer's use of the Subscription Services.

Documentation: documentation specific to Customer or its property estate (or part thereof) which is accessible to Customer when using the Subscription Services.

IPR: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours: 8.00 am to 5.00 pm local UK time, each Business Day.

Order: Customer's order for the supply of Services, as described in the Order Form to which these Terms are attached.

Services: (i) Consultancy Services; and/or (ii) Subscription Services.

Software: the online software application(s) stated on the Order provided by Operance as part of the Subscription Services.

Specification: the specification(s) for the Services, as the case may be, provided on the Order.

Subscription Fees: the subscription fees payable by Customer to Operance for the Subscription Services, as shown on the Order.

Subscription Services: where the Order specifies, subscription services provided by Operance to Customer via any website notified to Customer by Operance from time to time, through which access to the Software and Documentation is provided to Customer and its Users.

Terms: these terms and conditions as amended from time to time in accordance with clause 14.8.

Users: those employees, agents and independent contractors of the Customer who are authorised by Customer to use the Subscription Services and Documentation, as further described in clause 4.3(a).

Virus: any thing or device (including software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities will be construed accordingly.

1.2 Interpretation.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its successors and permitted assigns. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. Any words following the terms including, include, in particular, for example or any similar expression are construed as illustrative and do not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes fax and email.

2. Basis of contract and supply of Services

2.1 The Order constitutes an offer by Customer to purchase Services, in accordance with these Terms. The Order is only deemed accepted when Operance signs the Order at which point and on which date or such date stated on the Order the Contract will come into existence (Effective Date).

2.2 Operance will supply the Services to Customer in all material respects in accordance with the relevant Specification. The undertaking given in the preceding sentence will not apply to the extent of any non-conformance caused by use of the Services or Deliverables contrary to Operance's instructions, or modification or alteration of the Services or any Deliverable by any party other than Operance or Operance's duly authorised contractors or agents. If Services do not conform with the foregoing undertaking, Operance will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer's sole and exclusive remedy for any breach of this undertaking. Operance may amend a Specification if required by any applicable statutory or regulatory requirement, and Operance will notify Customer in any such event.

2.3 Where Consultancy Services are being supplied then clause 3 will apply and where Subscription Services are being supplied then clause 4 will apply.

2.4 Samples, drawings, descriptive matter or advertising issued by Operance in respect of the Services are issued for the sole purpose of giving an approximate idea of the same. They do not form part of the Contract nor have any contractual force.

2.5 These Terms apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by Operance will not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.7 Operance will use all reasonable endeavours to meet any response times for the Services specified in the relevant Specification, but any such dates are estimates only and time is not of the essence for the performance of the Services.

2.8 Operance warrants to Customer that the Services will be provided using reasonable care and skill and that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

2.9 The rights provided under the Contract are granted to Customer only, and will not be considered granted to any subsidiary or holding company of Customer.

2.10 The Contract does not prevent Operance from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

3. Consultancy Services -

this clause only applies where Consultancy Services are being supplied by Operance

3.1            The Consultancy Services and the deliverables to be produced by Operance in performing the Consultancy Services (Deliverables) are described in the Order and the Contract will subject to Operance having the right to terminate its supply of the Consultancy Services upon 60 days’ written notice to Customer continue with respect to the Consultancy Services until the Consultancy Services are completed by Operance unless otherwise terminated in accordance with these Terms.

3.2            Operance hereby grants to Customer a non-exclusive, non-transferable, perpetual right, without the right to grant sublicences, to use the Deliverables solely for Customer's internal business operations.

3.3            Customer will pay the Consultancy Fee to Operance for the Consultancy Services. Operance will invoice Customer on the Effective Date for the Consultancy Fee, and Customer will pay each such invoice within 30 days after the date of such invoice (unless the Order provides otherwise).

4. Subscription Services and User Licence

– this clause only applies where Subscription Services are being supplied by Operance

Scope

4.1 Operance will, during the Subscription Term (as defined below), provide the Subscription Services and make available the Documentation to Customer on and subject to the Terms and this clause 4, in particular. Operance may provide some services to make the Subscription Services ready for use by Customer and the Subscription Services will not be fully available to Users until such time as those services are completed. Operance will use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and unscheduled maintenance performed outside Normal Business Hours, provided that Operance has used reasonable endeavours to give Customer at least 6 Normal Business Hours' notice in advance.

4.2 The Subscription Services will be provided by Operance for a period of 12 months following the Effective Date (Initial Subscription Term) and, thereafter, the Contract shall be automatically renewed with respect to the Subscription Services for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract will terminate with respect to the Subscription Services upon the expiry of the applicable Initial Subscription Term or Renewal Period, or

(b) otherwise terminated in accordance with the provisions of this agreement, and the Initial Subscription Term together with any subsequent Renewal Periods constitute the Subscription Term.

4.3 Operance hereby grants to Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Users to use the Services and Documentation during the Subscription Term solely for Customer's internal business operations. In relation to the Users, Customer undertakes that:

(a) each User keeps a secure password for his or her use of the Subscription Services and Documentation, that such password will be changed no less frequently than every 3 months and that each User keeps his or her password confidential;

(b) it will maintain a written, up to date list of current Users and provide such list to Operance within 5 Business Days of Operance's written request at any time or times; and

(c) it will permit Operance or Operance's designated auditor to audit Customer's data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at Operance's expense, and this right will be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer's normal conduct of business.

4.4 Customer will not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Subscription Services that is unlawful, harmful or facilitates illegal activity and Operance reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer's access to any material that breaches the provisions of this clause.

4.5 Customer will not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(c) access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

(d) use the Subscription Services and/or Documentation to provide services to third parties;

(e) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 4; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into Operance's network and information systems.

4.6 Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Operance.

4.7 Operance will, as part of the Subscription Services, provide Customer with Operance's standard customer support services during Normal Business Hours in accordance with the Support Services Policy in effect at the time that the Services are provided.  Operance may amend the Support Services Policy in its sole and absolute discretion from time to time.  Customer may purchase enhanced support services separately at Operance's then current rates.

4.8 Customer acknowledges that the Subscription Services may enable or assist it to access website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Operance makes no representation, warranty or commitment and has no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not Operance.  Operance recommends that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.  Operance does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Subscription Services.

4.9 Operance does not warrant that Customer's use of the Subscription Services will be uninterrupted or error-free. Operance is furthermore not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Subscription Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.10 Operance will follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at https://operance.app/backup-policy/ or such other website address as may be notified to Customer from time to time, as such document may be amended by Operance in its sole discretion from time to time. In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy against Operance will be for Operance to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Operance in accordance with the archiving procedure described in its Back-Up Policy. Operance is not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party except those third parties sub-contracted by Operance to perform services related to Customer Data maintenance and back-up for which it will remain liable.

4.11 Upon termination of the Contract in relation to the Subscription Services, Operance may destroy or otherwise dispose of any of the Customer Data in its possession unless Operance receives, no later than 10 days after the effective date of the termination, a written request for the delivery to Customer of the then most recent back-up of the Customer Data. Operance will use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer will pay all reasonable expenses incurred by Operance in returning or disposing of Customer Data.

Charges

4.12 Customer will pay the Subscription Fees and any additional support fees payable pursuant to clause 4.7 to Operance for the Subscription Services. Operance will invoice Customer on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term and subject to clause 4.14, at least 3 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and Customer will pay each such invoice within 30 days after the date of such invoice.

4.13 If, at any time whilst using the Subscription Services, Customer exceeds the amount of disk storage space or capacity levels specified in the relevant Specification, Operance will charge Customer, and Customer will pay, Operance's then current excess data storage fees.

4.14 Operance may increase the Subscription Fees, the additional support fees payable pursuant to clause 4.7 and/or the excess storage fees payable pursuant to clause 4.13 at the start of each Renewal Period upon 90 days' prior notice to Customer.

5. Additional Customer obligations

5.1 Customer will:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with Operance in all matters relating to the Services and provide such access to its systems as may be required for Operance to perform its obligations under the Contract; and

(c) provide Operance with such information and materials as Operance may reasonably require in relation to the Services.

5.2 If Operance's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, Operance may suspend performance of the Services until Customer remedies the Customer Default; and

(b) Customer will reimburse Operance on written demand for any costs or losses sustained or incurred by Operance arising directly or indirectly from the Customer Default.

6. Charges and payment

6.1 Customer will on the Effective Date provide to Operance approved purchase order information acceptable to Operance and any other relevant valid, up-to-date and complete contact and billing details.

6.2 If Operance has not received any payment within 30 days after the due date, and without prejudice to any its other rights and remedies, it may, without liability to Customer, disable Customer's password, account and access to all or part of the Subscription Services (if provided) and Operance will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid, and interest will accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Operance's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.3 Customer will pay each invoice in full and cleared funds to a bank account nominated in writing by Operance, and time for payment is of the essence of the Contract.

6.4 All amounts payable by Customer under the Contract are non-refundable and are to be paid in pounds sterling and exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Operance to Customer, Customer will, on receipt of a valid VAT invoice from Operance, pay to Operance such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.5 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. IPR

Operance owns all IPR in the Software and any Deliverables and in or arising out of or in connection with the Services. No licences of IPR are granted by Operance under or in connection with the Contract save as stated in these Terms. Where a licence of software or other materials is granted under the Contract relating to specific property or other asset(s) then notwithstanding the remaining Terms, the licence will be limited to use of the software or other materials in question in respect of the asset(s) in question.

8. Confidentiality

Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by the next sentence. Each party may disclose the other party's confidential information:

8.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract; and

8.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Operance's confidential information. Operance acknowledges that Customer Data is Customer’s confidential information.

9. Indemnities

9.1 Customer will defend, indemnify and hold harmless Operance against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer's use of the Services, Software, Deliverables and/or Documentation, provided that:

(a) Customer is given prompt notice of any such claim;

(b) Operanceprovides reasonable co-operation to Customer in the defence and settlement of such claim, at Customer’s expense, and

(c) Customer is given sole authority to defend or settle the claim.

9.2 Operance will defend Customer against any claim that Customer's use of the Services, Software, Deliverables or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and will indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that:

(a) Operance is given prompt notice of any such claim;

(b) Customer provides reasonable co-operation to Operance in the defence and settlement of such claim; and

(c) Operance is given sole authority to defend or settle the claim. In the defence or settlement of any claim, Operance may procure the right for Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days' notice to Customer without any additional liability or obligation to Customer.

9.3 In no event will Operance, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on: (i) a modification of the Services, Deliverables or Documentation by anyone other than Operance; (ii) Customer's use of the Software, Services, Deliverables or Documentation in a manner contrary to the instructions given to Customer by Operance; or (iii) Customer's use of the Services, Deliverables or Documentation after notice of the alleged or actual infringement from Operance or any appropriate authority.

9.4 The foregoing states Customer's sole and exclusive rights and remedies, and Operance’s (including Operance's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10. Limitation of liability

10.1 Restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence; and fraud or fraudulent misrepresentation.

10.3 Subject to clause 10.2, Operance's total liability to Customer in respect of all breaches of duty occurring within any contract year will not exceed the cap. In this clause, the cap is 100% of the total charges in the contract year in which the breaches occurred; contract year means a 12 month period commencing with the Effective Date or any anniversary of it; and the total charges are all sums paid by Customer and all sums payable under the Contract in respect of services actually supplied by Operance, whether or not invoiced to Customer.

10.4 Operance will have no liability under or in connection with the Contract for the following types of loss: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.

10.5 This clause 10 will survive termination of the Contract.

11. Term and termination

11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Without affecting any other right or remedy available to it, Operance may terminate the Contract with immediate effect by giving written notice to Customer if Customer fails to pay any amount due under the Contract on the due date for payment.

11.3 Without affecting any other right or remedy available to it, Operance may suspend the supply of Services under the Contract or any other contract between the parties if Customer fails to pay any amount due under the Contract on the due date for payment, Customer becomes subject to any of the events listed in clause 11.1(a) to (d), or Operance reasonably believes that Customer is about to become subject to any of them.

12. Consequences of termination

12.1 On termination of the Contract for any reason:

(a) all licences granted under the Contract will immediately terminate; and

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party.

12.2 Termination or expiry of the Contract does not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry will continue in full force and effect.

13. Force majeure.

Neither party will be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party may have a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

14. General

14.1 Assignment and other dealings. Operance may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. Customer will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

14.2 Notices. Any notice given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice is deemed to have been received, if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, and if sent by pre-paid first-class post or other next working day delivery service, at 9am on the 2^nd Business Day after posting or at the time recorded by the delivery service. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. A notice given under the Contract is not valid if sent by email.

14.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy.

14.5 No partnership or agency. Nothing in the Contract is intended to, or is deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.6 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Nothing in this clause limits or excludes any liability for fraud.

14.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.8 Variation. Except as set out in these Conditions, no variation of the Contract sis effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

14.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England.

14.10 Jurisdiction. Each party irrevocably agrees that the courts of England have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.