Master Service Agreement.
Read and understand our Terms and Conditions.
1.1 The following definitions and rules of interpretation apply in these conditions.
Acceptable Use Policy: Wavenet’s policy for the use of internet related services, as set out on its website and as may be revised by Wavenet from time to time.
Acceptance Tests: the acceptance tests, as set out in or referred to in the Contract.
Affiliates: a subsidiary or holding company (both as defined in section 1159 and Schedule 6 of the Companies Act 2006) of any party to this Contract from time to time.
Ancillary Equipment: any equipment, apparatus, software, systems and cabling provided by Wavenet to provide a Service to the Customer.
Applicable Law: all applicable laws, statutes, regulations and codes from time to time in force.
Authorisation: Wavenet’s authorisation to provide communications networks and services pursuant to the OFCOM general authorisation regime.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Cancellation Charge: the charge payable by the Customer to Wavenet if the Customer cancels the contract in accordance with clause 23 , as set out in the relevant Service Schedule.
Charges: the charges, including Usage Charges, Recurring Charges, Installation Charges and Ancillary Charges (as set out in the Order), payable by the Customer for the supply of the Services in accordance with clause 14.
Commencement Date: has the meaning given in clause 2.3.
Conditions: these terms and conditions as amended from time to time in accordance with clause 28.8.
Contract: the contract between Wavenet and the Customer for the supply of Services in accordance with clause 2, which includes these Conditions, the PID and any Service Terms.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control will be construed accordingly.
Customer: the person or firm who purchases Services from Wavenet.
Customer Equipment: any equipment or other thing used in connection with the Services including (but without limitation) telecommunications apparatus which is already owned or provided by the Customer and not by Wavenet under the Contract.
Customer’s Premises: the address of the Customer’s premises where Services are to be provided, as set out in the Order.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Dispute: has the meaning given to it by clause 16.1.
Dual Running: the simultaneous running (for the duration of the Implementation Period unless otherwise mutually agreed) of the existing Customer telecommunications equipment and/or services alongside the Equipment and/or Services to be delivered by Wavenet under the Contract.
Equipment: has the meaning given to it by clause 5.1.
Force Majeure Event: has the meaning given to it in clause 25.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Group: in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
Implementation Period: the period following Commencement date but prior to the Start Date, has the meaning given to it by clause 8.
Initial Term: the minimum period during which the Customer contracts with Wavenet for the provision of the Equipment and/or Services. The period from and including the Start Date for the duration as set out in the Order or, if not specified in the Order, a period of 36 months.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, 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.
Network: Wavenet’s telecommunications network and equipment used to provide the Services.
Order: the Customer’s order for the supply of Services, as set out in the Service Order.
PID: a project initiation document (if any) signed by Wavenet and the Customer setting out the additional details of the methodology for the Implementation Services.
Previous Service Provider: a third party that provides the Customer with telecommunications equipment and/or services prior to Wavenet.
Rate of RPI: the retail price index percentage change over 12 months announced by the Office for National Statistics (or similar body or measure).
Renewal Term: each period following the Initial Term and equal in duration to the Initial Term during which this Contract continues as provided in clause 3.2.
Rental Equipment: any equipment, apparatus, software, systems and cabling provided by Wavenet and rented by the Customer for the duration of the Services to which such equipment, apparatus, software, systems and cabling relate.
Sale Equipment: any equipment, apparatus, software, systems and cabling sold by Wavenet to the Customer.
Services: the services, including the provision of Ancillary Equipment (if applicable), supplied by Wavenet to the Customer as set out in the Service Order.
Service Terms: means Wavenet’s terms and conditions for specific products and/or services that are to be provided by Wavenet to the Customer pursuant to the Customer Agreement;
Site(s): means the Customer’s premises set out in the Contract, at which the Equipment and/or Services are to be provided, and such other premises as may be added from time to time, with the written agreement of the parties
Start Date: the final date on which the supply of Services commence upon completion of the Implementation Period.
Supplier: means the supplier from whom Wavenet obtains the Equipment and/or facilities to provide the Services from time to time pursuant to a licence, contract or otherwise;
Supplier Materials: has the meaning given in clause 13.1.18.
Trial Equipment: any equipment, apparatus, software, systems and cabling provided by Wavenet to provide the Trial Services to the Customer.
1.3.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.3.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.3.4 Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3.5 A reference to writing or written includes email.
2.1 All orders for Services concluded under these Conditions will be on a business-to-business basis and all Services purchased hereunder are for business purposes only.
2.2 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.3 The Order will only be deemed to be accepted when Wavenet issues acceptance of the Order either by electronic e-sign or signed by a Wavenet authorised signatory (“Commencement Date“).
2.4 It is the Customer’s responsibility to evaluate the Services and/or Equipment being purchased and to satisfy itself that the Services and/or Equipment referred to in the Contract meets the Customer’s requirements, prior to submitting an Order to Wavenet. Upon Wavenet’s acceptance of the Contract the Customer will be bound to purchase the Services and/or Equipment referred to in the Contract.
2.5 Any descriptive matter or advertising issued by Wavenet and any illustrations or descriptions of the Services contained in Wavenet’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 In the case of conflict or ambiguity, the order of precedence for the Contract and any documents attached to or referred to in it will be as following, in descending order of importance:
– 2.7.1 the Order or addendums, including, but not limited to, the PID;
– 2.7.2 any Special Conditions;
– 2.7.3 these Terms and Conditions; and
– 2.7.4 any documents attached or referred to in the Contract.
2.8 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract will be binding on Wavenet unless in writing and signed by a duly authorised representative of Wavenet.
2.9 Any error or omission in any sales literature, Order, quotation, price list, acceptance of offer, invoice or other document or information issued by Wavenet will be subject to correction without any liability on the part of Wavenet.
2.10 Any quotation given by Wavenet will not constitute an offer, and is only valid for a period of 30 days from its date of issue unless stated otherwise.
3.1 This Contract will commence on the date on which Wavenet accepts the Customer’s Order in accordance with clause 3 (“Commencement Date“) and will continue, unless terminated earlier in accordance with clause 22, for the Initial Term.
3.2 The Contract will automatically renew at the end of the Initial Term and each Renewal Term for a further period equal to Initial Term unless otherwise terminated in accordance with clause 22 or clause 23.
4.1 The Customer may at any time request additional Services from Wavenet or request a review of the Charges payable in respect of the Services.
4.2 Should Wavenet agree to provide additional Services or revise the Charges payable, such additional Services and/or revised Charges will be set out in a new Order. The new Order will form a new Contract with Wavenet, will be subject to these terms and conditions and will supersede the previous Contract.
4.3 The new Contract will commence on the Start Date of such additional Services, and shall continue in respect of all existing and new Services in accordance with clause 3.1.
5.1 Any Ancillary Equipment, Rental Equipment, Sale Equipment and/or Trial Equipment and for the avoidance of doubt excluding Customer Equipment (together “Equipment“) required for the provision of the Services will be set out in the Order.
5.2 Wavenet reserves the right to amend or substitute the Equipment if required by any applicable statutory or regulatory requirement or to improve the provision of the Services, and Wavenet will notify the Customer in any such event.
5.3 The Customer will:
– 5.3.1 use the Equipment only in connection with the Services, and for no other purpose;
– 5.3.2 use reasonable endeavours to keep the Equipment free from any loss or damage;
– 5.3.3 promptly notify Wavenet of any malfunction, loss or damage to the Equipment;
– 5.3.4 not sell or loan the Equipment to any person or create any charge, lien or other encumbrance over the Equipment; and
– 5.3.5 insure the Equipment against loss or damage caused by any accident or your negligence, or that of your employees, agents or subcontractors, with a reputable insurance firm to the full replacement value of the Equipment.
6.1 Prior to the delivery of the Equipment, Wavenet may, in its sole discretion, conduct a survey of the Customer’s Premises.
6.2 The survey will be based on the information available to Wavenet at the time it conducts the survey and will:
– 6.2.1 confirm whether, in Wavenet’s opinion, Wavenet can provide the Equipment and/or Services in accordance with the Contract or whether any changes to the Contract will be required (including, without limitation, any changes to Customer Equipment, Equipment, Services and/or Charges); and
– 6.2.2 specify any technical requirements and any associated Charges.
6.3 Upon receipt of Customer’s approval of the results of the survey, which shall be deemed given if the Customer does not reject the results within 3 Business Days of the date they are issued by Wavenet, the changes to the Contract set out in the survey results will apply and Wavenet will issue confirmation of those changes in writing to the Customer.
6.4 Where the Customer rejects the results of the survey, the original Contract will be cancelled and will not be binding upon either party.
6.5 The Customer will bear all costs arising from or in connection with any surveys carried out pursuant to this clause 6.
7.1 Wavenet will ensure that:
– 7.1.1 the Equipment is delivered to the Customer’s Premises in time for its scheduled installation or, if Wavenet is not installing the Equipment, prior to the Start Date of the Services for which such Equipment is required;
– 7.1.2 each delivery of the Equipment is accompanied by a delivery note which shows the date of the Order and the type and quantity of Equipment.
7.2 Wavenet will deliver the Equipment to the location set out in the Order or such other location as the parties may agree (“Delivery Location“) after Wavenet notifies the Customer that the Equipment is ready.
7.3 Delivery of the Equipment will be completed on the completion of unloading of the Equipment at the Delivery Location.
7.4 Any dates quoted for delivery of the Equipment are approximate only, and the time of delivery is not of the essence. Wavenet will not be liable for any delay in delivery of the Equipment that is caused by a Force Majeure Event or the Customer’s failure to provide Wavenet with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.
7.5 If the Customer fails to take delivery of the Equipment then except where such failure or delay is caused by a Force Majeure Event or by Wavenet’s failure to comply with its obligations under the Contract in respect of the Equipment, the Equipment will be stored by Wavenet and the Customer will be charged for all related costs and expenses (including insurance).
7.6 If ten Business Days after Wavenet attempted delivery of the Equipment the Customer has not taken delivery of the Equipment, Wavenet may resell or otherwise dispose of part or all of the Equipment.
8.1 Wavenet will notify the Customer when it (or its supplier) has supplied, installed, configured and/or programmed the Customer Equipment, Equipment and/or Services. If expressly referred to in the Contract, the Customer will then perform the Acceptance Tests.
8.2 If the Customer discovers any material non-conformity in the installation, configuration and/or programming of the Customer Equipment, or the operation of the Equipment and/or Services when performing the Acceptance Tests, the Customer will notify Wavenet of the same.
8.3 To the extent that such non-conformities will have, in Wavenet’s reasonable opinion, a material detrimental effect on the Equipment and/or Services, Wavenet will use reasonable endeavours to remedy such non-conformities.
8.4 Acceptance will take place on the earlier of:
– 8.4.1 The Customer’s written confirmation to Wavenet that the Acceptance Tests have been performed and no material non-conformities have been discovered; and
– 8.4.2 5 Business Days from the date of Wavenet’s notification to the Customer that it has completed the supply, installation, configuration and/or programming of the Customer Equipment, Equipment and/or the Services; or
– 8.4.3 5 Business Days after the date on which the notified non-conformities were remedied; or
– 8.4.4 immediately upon Wavenet’s demonstration that any notified non-conformities will not, in Wavenet’s reasonable opinion, have a detrimental effect on the Equipment and/or Services.
9.1 Wavenet warrants that on delivery the Equipment will work appropriately in conjunction with the related Services.
9.2 Wavenet specifically excludes any implied or express representation, warranty or similar that the Equipment and/or Services supplied by Wavenet will:
– 9.2.1 be fit to operate in conjunction with any hardware, software or systems other than with those that are specifically identified as being compatible in the Contract;
– 9.2.2 operate uninterrupted or error-free; or
– 9.2.3 have any program defects detected and/or corrected.
9.3 Wavenet does not warrant that the Equipment and/or Services will prevent or restrict any fraudulent intrusion, hacking or similar and the Customer shall be responsible for putting in place adequate security measures to prevent the fraudulent use of the Equipment and/or the Services and the Customer’s other systems and processes, including without limitation hacking, toll fraud, rogue dialling or any other form of fraud that results in the Customer to incurring sums in addition to the Charges and/or Fees.
9.4 Wavenet will endeavour to provide the Customer with the benefit of any manufacturer’s warranty that applies to the Equipment.
9.5 Wavenet will not be liable for the Equipment’s failure to comply with the warranty in clause 1 if:
– 9.5.1 the Customer makes any further use of such Equipment after giving a notice in accordance with clause 4;
– 9.5.2 the defect arises because the Customer failed to follow Wavenet’s oral or written instructions as to the installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice;
– 9.5.3 the Customer alters or repairs such Equipment without the written consent of Wavenet;
– 9.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
– 9.5.5 the Equipment differs from the Order as a result of changes made to ensure they comply with applicable statutory or regulatory standards or to improve the provision of the Services.
9.6 Subject to clause 5, Wavenet will, at its option, repair, replace or refund the price in full of any defective Ancillary Equipment, Rental Equipment or Trial Equipment, if:
– 9.6.1 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Ancillary Equipment, Rental Equipment or Trial Equipment does not comply with the warranty set out in clause 1;
– 9.6.2 Wavenet is given a reasonable opportunity of examining the Ancillary Equipment, Rental Equipment or Trial Equipment; and
– 9.6.3 the Customer (if asked to do so by Wavenet) returns such Ancillary Equipment, Rental Equipment or Trial Equipment to Wavenet’s place of business at the Customer’s cost.
9.7 The Customer may reject any Sale Equipment delivered to it that does not comply with clause 1, provided that:
– 9.7.1 notice of rejection is given to Wavenet;
– 9.7.1 (a) in the case of a defect that is apparent on delivery, within [five] Business Days of Delivery;
– 9.7.1 (b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
– 9.7.2 none of the events listed in clause 5 apply.
9.8 If the Customer fails to give notice of rejection of the Sale Equipment in accordance with clause 7, it shall be deemed to have accepted the Sale Equipment.
9.9 Except as provided in this clause 4.2, Wavenet will have no liability to the Customer in respect of the Equipment’s failure to comply with the warranty set out in clause 9.1.
9.10 The terms of these Conditions will apply to any repaired or replacement Equipment supplied by Wavenet.
10.1 The risk in the Equipment will pass to the Customer on completion of delivery.
10.2 Title to the Ancillary Equipment, Rental Equipment and Trial Equipment will not pass to the Customer at any time.
10.3 Title to the Sale Equipment will not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Sale Equipment.
10.4 Until title to the Sale Equipment has passed to the Customer, the Customer will:
– 10.4.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Sale Equipment;
– 10.4.2 maintain the Sale Equipment in satisfactory condition and keep it insured against all risks for its full price on the Supplier’s behalf from the date of delivery;
– 10.4.3 notify the Supplier immediately if it becomes subject to any of the events listed in clause 2.2 to clause 22.2.4;and
– 10.4.4 give the Supplier such information relating to the Sale Equipment as the Supplier may require from time to time.
11.1 The Customer will bear all costs arising from or in connection with Dual Running including failure to comply with clause
11.2 The Customer hereby undertakes to notify and instruct the Previous Service Provider to cease the provision of any equipment and/or services which are replaced by the Equipment and/or Services at the end of the Implementation Period or such other period as the parties agree.
11.3 For the avoidance of doubt, Wavenet excludes all loss, damage, costs, expenses and any other liability suffered or incurred by the Customer arising from or in connection with any delay in the provision of the Equipment and/or Services (including any need for the Previous Service Provider to continue providing any equipment and/or services which are to be replaced by the Equipment and/or Services) beyond the end of the Implementation Period (or such other period as the parties agree) to the extent that it is a delay caused directly or indirectly by:
– 11.3.1 failure by the Customer to comply with any of its obligations under the Contract;
– 11.3.2 an event falling under clause 26;
– 11.3.3 third party providers and/or local authorities due to any issues over rights of access for installation or with the supply of Equipment and/or Services;
– 11.3.4 any suspension of the provision of the Equipment and/or Services in accordance with the Contract;
– 11.3.5 any act or omission of the Customer, any member of the Customer’s Group or any of its or their employees, sub-contractors, agents and/or end-users;
– 11.3.6 any changes including any additions to the scope of the Equipment and/or Services to be provided; or
– 11.3.7 the execution of any contingency actions and/or changes to the Customer Agreement which are made in accordance with any change control procedure set out in the Contract.
12.1 The Customer confirms that it has read the Order and has satisfied itself that the Services will meet its requirements.
12.2 Wavenet will:
– 12.2.1 use all reasonable endeavours to supply the Services from the Start Date but time will not be of the essence for the performance of the Services;
– 12.2.2 supply the Services using the reasonable care and skill to be expected from a competent provider of services of the same kind as the Services; and
– 12.2.3 supply Services to the Customer in accordance with the Order in all material respects.
12.3 Wavenet reserves the right to withdraw or amend one of the Services provided under the Order if necessary to comply with Applicable Law or to take into account the withdrawal of or a significant change to the technology used to provide the Services, provided the amendment will not materially affect the nature or quality of the Services and provided Wavenet notifies the Customer.
12.4 The Customer will obtain any third party or other consent required to allow Wavenet to provide the Services.
12.5 If Wavenet re-programmes any Customer Equipment in response to the Customer’s request, its costs of doing so will be paid by the Customer.
12.6 Wavenet reserves the right to cancel a Contract prior to the Start Date or within a reasonable period of time thereafter where:
– 12.6.1 the Services cannot be supplied to, or installed at, a Site due to a geographic, practical or technical restraint; or
– 12.6.2 the cost of supplying or installing the Services at a Site is materially higher than the usual cost of providing the Services and the Customer does not agree to pay any additional charges requested by Wavenet.
13.1 The Customer will:
– 13.1.1 ensure that the terms of the Order and any information it provides in the Order are complete and accurate;
– 13.1.2 co-operate with Wavenet in all matters relating to the Services;
– 13.1.3 promptly notify Wavenet providing Wavenet with all information Wavenet reasonably requires if the Customer experiences any problem or issue with the Services and where such problem or failure results from a failure or defect in the Services, the Customer will allow Wavenet every opportunity to rectify the same and the Customer further agrees that it will not make or permit to be made any statement in any manner or on any medium or broadcast channel, which will or is reasonably likely to be detrimental to Wavenet’s name or reputation or that of any products or services which Wavenet sells or markets;
– 13.1.4 use the Services in accordance with all Applicable Laws (including health and safety laws), the Order, Wavenet’s Acceptable Use Policy and any reasonable operating instructions provided by Wavenet;
– 13.1.5 promptly install all upgrades, bug fixes, patched and other corrections relating to the Services made available from time to time;
– 13.1.6 provide Wavenet, its employees, agents, consultants and subcontractors, with safe access to the Customer’s premises, office accommodation and other facilities as reasonably required by Wavenet to provide the Services and ensure that working conditions at its premises are safe, secure and suitable;
– 13.1.7 provide Wavenet with such information and materials as Wavenet may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
– 13.1.8 prepare the Customer’s premises for the supply of the Services at the Customer’s expense;
– 13.1.9 if the Customer or any third party not under Wavenet’s control does or omits to do anything (including allowing Wavenet access to premises, parts thereof or any facilities), Wavenet will have no liability for any resultant delay and the Customer will reimburse Wavenet for any costs and losses which it incurs as a result.
– 13.1.10 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the Start Date;
– 13.1.11 ensure that the Customer Equipment is:
– 13.1.11 (a) in good working order; and
– 13.1.11 (b) compliant with Applicable Law,
– 13.1.12 be responsible for the security of their use of the Services, including:
– 13.1.12 (a) protecting all passwords following good practice from time to time in doing so and use its best endeavours to prevent unauthorised use of or access to the Services;
– 13.1.12 (b) the backing up of all data;
– 13.1.12 (c) employing appropriate security devices (including, but not limited to, virus checking software); and
– 13.1.12 (d) ensuring it has appropriate disaster recovery procedures in place,
– 13.1.13 not do or omit to do anything that will or might reasonably be expected to:
– 13.1.13 (a) disrupt or compromise the integrity of the Services, any network, or any other customer of Wavenet;
– 13.1.13 (b) compromise the security of Wavenet’s Network, the Equipment or the Services by accessing, storing, distributing or transmitting any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
– 13.1.13 (c) cause Wavenet to lose or breach its Authorisation; or
– 13.1.13 (d) cause damage to Wavenet or either of their respective customers,
– 13.1.14 not use or access the Services:
– 13.1.14 (a) to send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive;
– 13.1.14 (b) for any fraudulent, criminal, defamatory, harassing or tortious purpose, or to participate in or promote any other illegal activity;
– 13.1.14 (c) to breach, violate or infringe intellectual property, privacy or other rights, or misappropriate Wavenet’s property or that of any third party;
– 13.1.14 (d) in a way which (in Wavenet’s reasonable opinion) brings the name of Wavenet into disrepute, or which places Wavenet in breach of any Applicable Laws;
– 13.1.14 (e) to intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or
– 13.1.14 (f) to transmit or broadcast unsolicited, or “junk” or “spam”, marketing or promotional materials or messages in breach of any Applicable Law;
– 13.1.15 not inspect, possess, use, copy, reverse engineer, or attempt to discover the source code of or used to create any program or other component of the Services, except as expressly permitted by Applicable Law;
– 13.1.16 not attempt to hack or gain unauthorised access to any network, environment, system or any network;
– 13.1.17 permit, allow or encourage an alternative supplier of the Services to override or bypass Wavenet’s Services by any means; and
– 13.1.18 keep all materials, equipment, documents and other property of Wavenet (“Supplier Materials“) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Wavenet, and not dispose of or use the Supplier Materials other than in accordance with Wavenet’s written instructions or authorisation.
13.2 If Wavenet’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default“):
– 13.2.1 without limiting or affecting any other right or remedy available to it, Wavenet will have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Wavenet’s performance of any of its obligations;
– 13.2.2 Wavenet will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Wavenet’s failure or delay to perform any of its obligations as set out in this clause 2; and
– 13.2.3 the Customer will reimburse Wavenet on written demand for any costs or losses sustained or incurred by Wavenet arising directly or indirectly from the Customer Default.
13.3 The customer will indemnify Wavenet against all claims, proceedings or threatened proceedings from third parties and against any loss or damage suffered by us arising from any breach by the Customer of its obligations under the Contract, and for all costs and expenses reasonably incurred by Wavenet in investigating and defending any such claims, proceedings or threatened proceedings.
14.1 The Customer will pay the Charges for the Services as described in the Order as well as all other charges agreed between Wavenet and the Customer or charged in accordance with these Conditions from time to time.
14.2 The Customer will pay all invoices by direct debit within 14 days of the date of the invoice, subject to clause 3. Time will be of the essence of the Contract in respect of payment of the Charges.
14.3 Unless stated otherwise in the Contract, Installation Charges shall be invoiced on or shortly after the Start Date. Recurring Charges shall commence from the Start Date and shall be payable in advance as set out in the Order.
14.4 Where the Services are comprised of more than one Service, the Charges in respect of each Service will become payable in accordance with this clause 14 with effect from the Start Date notwithstanding that other Services may not have reached their particular Start Date.
14.5 If the Customer’s payment is late, cancelled or dishonoured Wavenet will charge the Customer a reasonable administration fee and the Customer will be responsible for such administration costs as well as all reasonable costs and expenses incurred by Wavenet and its debt collection agents in seeking payment from the Customer.
14.6 All amounts payable to Wavenet under the Contract:
– 14.6.1 are exclusive of VAT, and the Customer will in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
– 14.6.2 will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.7 If the Customer in good faith disputes an invoice and wishes to withhold the disputed sum, the Customer must notify Wavenet in writing of the dispute no more than 7 days after the date of the invoice and make payment of any undisputed amount in accordance with this clause 14. Any dispute of the kind referred to in this clause 7 will be resolved in accordance with clause 16
14.8 If the Customer fails to make a payment due to Wavenet under the Contract by the due date, then, without limiting any other remedies available to Wavenet whether hereunder or otherwise the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8 will accrue each day at the greater of 4% a year above Bank of England Libor rate, and the rate from time to time applicable to High Court judgment debts. An additional administration charge of £100 may be applied.
14.9 Except where otherwise agreed in the Contract, Wavenet may vary the Charges at any time upon 30 days written notice to the Customer.
14.10 Notwithstanding Clause 14.9 Wavenet may increase the charges each year following the Commencement Date by the increase (if any) in the Rate of RPI.
15.1 Save for the warranties and conditions expressly set out in these Conditions, Wavenet gives no warranty or condition regarding the Services and specifically gives no condition or warranty that the Services will be uninterrupted or timely, secure or error free.
15.2 The Customer acknowledges that Wavenet accepts no responsibility or liability to the Customer or any third party for:
– 15.2.1 any pre-existing defects at the Customer’s Premises or of the Customer’s property;
– 15.2.2 any loss or corruption of data;
– 15.2.3 any computer viruses affecting the Customer’s computers or equipment including (but without limitation) Trojan horses or malware;
– 15.2.4 any failure of any third party system or machinery including (but without limitation) broadband, ISP or telephony connections or systems;
– 15.2.5 any failure by the Customer to maintain, duplicate or back-up copies of its computer systems and/or files (it being expressly agreed that it is the Customer’s responsibility to maintain such duplicate or back-up copies); or
– 15.2.6 the disposal of any computer systems, computer products or any waste product associated with the Services (save where Wavenet expressly agreed to the contrary in writing upon payment of an agreed additional fee)
16.1 If a dispute arises out of or in connection with this agreement or its performance, validity or enforceability (Dispute), then, except as expressly provided in this agreement, the parties will follow the procedure set out in this clause 16:
– 16.1.1 either party my give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, Wavenet and the Customer will attempt in good faith to resolve the Dispute;
– 16.1.2 if the Wavenet and the Customer are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute will be referred to the [Chief Executive Officer/ Chief Operating Officer] of Wavenet and [Managing Director/ CEO] of the Customer who will attempt in good faith to resolve it; and
16.2 if the [Chief Executive Officer/ Chief Operating Officer] of Wavenet and [Managing Director/ CEO] of the Customer are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree that the customer has the right to refer their dispute to the Communications and Internet Services Adjudication Scheme under the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 60 days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the ADR notice.
16.3 The commencement of mediation will not prevent the parties commencing or continuing court proceedings in relation any undefended debt or obligation and will not prevent the parties seeking injunctive or other emergency or interim relief from the Courts.
16.4 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that 30 day period, or the mediation terminates before the expiry60 days from the date of the Dispute Notice, the Dispute will be finally resolved by the courts of England and Wales.
17.1 Wavenet may carry out a credit check on the Customer at any time prior to or following acceptance of the Order.
17.2 Wavenet reserves the right to impose a monthly financial limit on the Charges incurred by the Customer under the Contract (“Credit Limit“) on the Customer’s account proportionate to the amount of Charges payable under the Contract.
17.3 Wavenet may amend the Credit Limit at any time upon written notice to the Customer.
17.4 If the Customer exceeds the imposed Credit Limit:
– 17.4.1 Wavenet reserves the right to demand immediate payment of all unpaid Charges (whether invoiced or not); and
– 17.4.2 The Customer will remain responsible for all Charges incurred, including those exceeding the Credit Limit.
17.5 Wavenet reserves the right to require the Customer to provide it with a deposit or other security as a condition of providing the Services. Wavenet may retain this deposit or security until the Customer has paid all sums due to Wavenet under the Contract.
17.6 No interest will be payable on any deposit or security held by Wavenet.
18.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by Wavenet and its Affiliates, save to the extent that any of the same contain Intellectual Property Rights owned by third parties.
18.2 Subject to clause 6, Wavenet grants to the Customer, a non-exclusive, royalty free, licence to use Wavenet’s Intellectual Property Rights within the United Kingdom, for the purpose of utilising the Services in accordance with the terms of the Contract and any usage guidelines that Wavenet may provide from time to time.
18.3 The Customer will not sub-license, assign or otherwise transfer the rights granted by clause 2.
18.4 The Customer grants Wavenet a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Wavenet for the term of the Contract for the purpose of providing the Services to the Customer.
18.5 Notwithstanding clause 2, the Customer will not be entitled to use the name, trade mark, trade name or any other proprietary identifying marks or symbols of Wavenet or its Affiliates without Wavenet’s prior written consent.
18.6 In the event that the Services contain Intellectual Property Rights owned by third parties which Wavenet is not entitled to sub-licence to the Customer, Wavenet will use its reasonable endeavours to assist the Customer, at the Customer’s expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to the Customer.
18.7 The Customer will not, and will procure that its personnel and subcontractors, do not do anything (whether by omission or commission) during the Contract or at any time thereafter to affect or imperil the validity of any Intellectual Property Rights owned, used or enjoyed by Wavenet or its Affiliates.
18.8 The Customer agrees that Wavenet may refer to the Customer as a customer of the Wavenet in any of the Wavenet’s marketing materials or on the Supplier’s website. The Customer hereby grants the Supplier a licence to use any of the Customer’s trade names and trade marks solely in connection with such marketing. The Supplier shall comply with any trade mark usage guidelines in respect of such trade marks notified to the Supplier by the Customer in writing.
19.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
19.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Wavenet is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
19.3 Without prejudice to the generality of clause 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Wavenet for the duration and purposes of the Contract.
19.4 Without prejudice to the generality of clause 1, Wavenet will, in relation to any Personal Data processed in connection with the performance by Wavenet of its obligations under the Contract:
– 19.4.1 process that Personal Data only on the written instructions of the Customer unless Wavenet is required by the laws of any member of the European Union or by the laws of the European Union applicable to Wavenet to process Personal Data (Applicable Data Processing Laws). Where Wavenet is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Wavenet will promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit Wavenet from so notifying the Customer;
– 19.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
– 19.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
– 19.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
– 19.4.4 (a) the Customer or Wavenet has provided appropriate safeguards in relation to the transfer;
– 19.4.4 (b) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
– 19.4.4 (c) Wavenet complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
– 19.4.4 (d) Wavenet complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
– 19.4.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
– 19.4.6 notify the Customer without undue delay on becoming aware of a Personal Data breach;
– 19.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and
– 19.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 19.
19.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 19 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which will apply when replaced by attachment to the Contract).
20.1 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, except as permitted by clause 2.
20.2 Each party may disclose the other party’s confidential information:
– 20.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party will ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12UPDATE FC; and
– 20.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.3 Neither party will use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
20.4 The terms of the Contract, the existence of, circumstances, facts and documents relating to any Dispute and the substance of all negotiations in connection with the Contract or any Dispute, are confidential to the parties and their advisers, who shall not disclose them to, or otherwise communicate them to, any third party other than:
– 20.4.1 to the parties’ respective auditors, insurers and lawyers on terms which preserve confidentiality; and
– 20.4.2 pursuant to an order of a court of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure; and
– 20.4.3 as far as necessary to implement and enforce any of the terms of this agreement.
21.1 Nothing in the Contract limits any liability which cannot legally be limited, including (but not limited to) liability for:
– 21.1.1 death or personal injury caused by negligence; and
– 21.1.2 fraud or fraudulent misrepresentation.
21.2 Subject to clause 1, the following provisions set out the entire financial liability of Wavenet (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
– 21.2.1 any breach of the Contract howsoever arising; and
– 21.2.2 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation, negligence) arising out of or in connection with the Contract.
21.3 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
21.4 Subject to clause 1:
– 21.4.1 Wavenet will not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for any direct or indirect:
– 21.4.1 (a) loss of profits; or
– 21.4.1 (b) loss of business; or
– 21.4.1 (c) depletion of goodwill or similar losses; or
– 21.4.1 (d) loss of anticipated savings; or
– 21.4.1 (e) loss of goods; or
– 21.4.1 (f) loss of contract; or
– 21.4.1 (g) loss or corruption of data or information; or
– 21.4.1 (h) damage to reputation.
– 21.4.2 Subject to clause 1, Wavenet’s total liability to the Customer under this Contract (whether in contract, tort (including negligence), breach of statutory duty or otherwise) will not exceed 50% of the total Charges payable by the Customer to Wavenet under this Contract.
21.5 This clause 20.4 will survive termination of the Contract.
22.1 Either party may terminate a Service by providing the other Party with the relevant period of notice and via the relevant procedure, each as specified in the relevant Service Schedule.
22.2 Without affecting any other right or remedy available to it, Wavenet may terminate the Contract, or any one or more of the Services, with immediate effect by giving written notice to the Customer if:
– 22.2.1 the Customer commits a material breach of its obligations under the Contract, or breaches the terms of any one or more of the Services, and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
– 22.2.2 the Customer 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), 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;
– 22.2.3 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
– 22.2.4 the Customer’s financial position deteriorates to such an extent that in Wavenet’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
– 22.2.5 the Customer fails to pay any amount due under the Contract on the due date for payment and fails to make payment within 14 days of notice requiring payment being served on the Customer; or
– 22.2.6 there is a change of Control of the Customer.
– 22.2.7 if the Customer does or allows to be done anything which in Wavenet’s reasonable opinion will or may have the effect of jeopardising the operation of the Services, Equipment or any of Wavenet’s or its Supplier’s other systems, equipment, services and/or the telecommunications network;
– 22.2.8 if Wavenet reasonably suspects the Equipment and/or Services are being used for any illegal, improper, immoral, fraudulent or unlawful purpose, or in a manner prejudicial to the interests of the Customer and/or Wavenet, or the Customer acts in a threatening or abusive manner;
– 22.2.9 if the Customer is in breach of clause 27.
23.1 The Customer may cancel this Contract or any individual Service at any time upon 90 days’ written notice to Wavenet using firstname.lastname@example.org
23.2 On Termination of the Contract:
– 23.2.1 Upon cancellation of the contract before the end of the intial term or extended term (as applicable), the customer shall pay to Wavenet the cancellation charge in respect of the service or services to which the notice refers. You hereby acknowledge that the cancellation charge represents a reasonable pre-estimate of our administration costs, expenses, lost revenue and any other loss Wavenet may suffer as a consequence of the your cancellation of Services during such period.
– 23.2.2 the Customer will immediately pay to Wavenet all of Wavenet’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Wavenet will submit an invoice, which will be payable by the Customer immediately on receipt;
– 23.2.3 the Customer will at its own cost return all of the Equipment except Purchased Equipment which has been fully paid for. If the Customer fails to do so, then Wavenet may enter the Customer’s premises and take possession of such Equipment. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
– 23.2.4 Termination or expiry of the Contract will 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.
– 23.2.5 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.
24.1 Without affecting any other right or remedy available to it, Wavenet may suspend the supply of all or part of the Services under the Contract or any other contract between the Customer and Wavenet if:
– 24.1.1 Wavenet is entitled to terminate the Contract, or any one or more of the Services;
– 24.1.2 Wavenet has reasonable grounds to believe that the Customer is in breach of its obligations under the Contract, or any one or more of the Services;
– 24.1.3 suspension is necessary to comply with Applicable Law;
– 24.1.4 repair or maintenance is required;
– 24.1.5 suspension is, in Wavenet’s reasonable opinion, necessary in the event of an emergency; or
– 24.1.6 suspension is, in Wavenet’s reasonable opinion, necessary for security purposes;
– 24.1.7 the Customer fails to pay any amount due under the Contract on the due date for payment;
– 24.1.8 the Customer becomes subject to any of the events listed in clause 22.2.2 to clause 22.2.4, or Wavenet reasonably believes that the Customer is about to become subject to any of them.
Wavenet will not 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.
26.1 The parties shall each:
– 26.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
– 26.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
– 26.1.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
– 26.1.4 promptly report to the other of them any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement;
– 26.1.5 immediately notify the other of them (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement);
– 26.1.6 Within 3 months of the date of the Contract, and annually thereafter, certify to the other of them in writing signed by an officer of the party so certifying that such party is in compliance with this clause.
26.2 Breach of this clause 27 shall be deemed a breach of the Contract entitling immediate termination by the party not in breach pursuant to clause 22.2.9.
27.1 Assignment and other dealings
– 27.1.1 Wavenet 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.
– 17.1.2 The 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.
– 27.2.1 Any notice given to a party under or in connection with the Contract will be in writing and will be sent by email to email@example.com.
– 27.2.2 Any notice will be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
– 27.2.3 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.
27.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Contract.
27.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will 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.
27.5 No partnership or agency. Nothing in the Contract is intended to, or will be 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.
27.6 Entire agreement.
– 27.6.1 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.
– 27.6.2 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 or negligent misrepresentation based on any statement in the Contract.
– 27.6.3 Nothing in this clause will limit or exclude any liability for fraud.
27.7 Third parties rights.
– 27.7.1 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.
27.8 Variation. Except as set out in these Conditions, no variation of the Contract will be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
27.9 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 will be governed by and construed in accordance with the law of England and Wales.
27.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales will 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.