Service Terms & Conditions

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

1.1 Definitions:

Background and Sideground IP: all Intellectual Property Rights, know-how, tools, methods, processes, software, libraries, frameworks, algorithms, data structures, templates, test rigs, test facilities, testing methods, manufacturing or assembly methods, documentation, materials, models and other technology or assets that are:

• (a) owned, controlled, developed or used by the Supplier before the Contract;
• (b) developed independently of the Contract;
• (c) developed during the Contract but not specifically and exclusively created as a Deliverable for the Customer; or
• (d) improvements, modifications, adaptations or derivatives of any of the foregoing.

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

Certification: the testing, verification, validation, risk assessment, technical documentation, regulatory assessment, conformity assessment, approvals, declarations, markings, registrations and other steps necessary to demonstrate that Goods or Deliverables are safe and compliant for their intended use and the territories in which they are to be supplied.

Change Order: a written document, email exchange or other written record agreed by the parties which sets out a change to the Services, Deliverables, Charges, timetable or other terms of the Contract.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 7.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.

Confidential Information: any confidential or proprietary information concerning a party’s business, affairs, customers, clients, suppliers, contractors, subcontractors, commercial contacts, pricing, strategy, plans, operations, processes, products, services, technology, software, data, know-how, trade secrets, designs, drawings, specifications, inventions, prototypes, test methods, test results, technical information, commercial opportunities, negotiations or the Contract, whether disclosed before, on or after the date of the Contract and whether disclosed orally, visually, electronically, in writing or by any other means.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person, firm, company, partnership, organisation, institution, public body or other legal entity that purchases Services from the Supplier.

Customer Default: has the meaning given in clause 5.2.

Customer-Owned Items: has the meaning given in clause 6.10.

Deliverables: the deliverables set out in the Order, produced by the Supplier for the Customer.

Digital Technology Services: any Services involving software, firmware, embedded software, applications, cloud services, digital platforms, data processing, AI or machine learning models, dashboards, integrations, APIs, DevOps, connected devices, electronics/software integration, or related digital technology.

Documentation: any user guides, technical documents, drawings, specifications, reports, instructions, manuals, files, data, diagrams, models or other documentation supplied as part of the Services.

Goods: any goods (or any part of them) supplied to the Customer in the course of provision of the Services.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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.

Order: the Customer’s formal acceptance of the Supplier’s Quotation, signalled by the Customer by issuing a purchase order, signing the Supplier’s Quotation, or accepting a separate electronic quotation issued by the Supplier for the same.

Quotation: the quotation in respect of the Services provided in writing by the Supplier to the Customer, typically in the form of a Technical Proposal.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Quotation (as varied in writing by the parties from time to time, each acting reasonably).

Supplier: Hooper Quinn Limited registered in England and Wales with company number 10137291.

Supplier Materials: all materials, equipment, tools, documents, information, property, software, code, data, test rigs, test equipment, facilities, records and other items belonging to, licensed to or used by the Supplier in connection with the Services, excluding the Deliverables once fully paid for and transferred or licensed to the Customer in accordance with the Contract.

Third-Party Materials: any software, firmware, libraries, open-source components, data, equipment, components, platforms, services, systems, materials or intellectual property owned, licensed or supplied by a third party.

Work Package: any phase, stage, package, milestone, block of work or separately described element of the Services set out as such in the Quotation or otherwise agreed in writing by the parties.

1.2 Interpretation:

• (a) A reference to legislation or a legislative provision:
  • (i) is a reference to it as amended, extended or re-enacted from time to time;
  • (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
• (b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
• (c) A reference to writing or written includes email.

1.3 Capacity of Customer
The Customer enters into the Contract for the purposes of its trade, business, craft, profession, product development activity, commercial venture, proposed business, investment activity, research and development activity, or other commercial or professional purpose. Where the Customer is an individual, sole trader, founder, inventor, entrepreneur or other person contracting in their own name, the Customer confirms that they are not entering into the Contract wholly or mainly for personal, domestic or consumer purposes. The Customer acknowledges that the Supplier is entering into the Contract on this basis and shall notify the Supplier before placing an Order if this is not the case.

2.1 The Contract shall come into existence when the Customer formally accepts the Quotation. Acceptance shall occur when the Supplier receives a valid purchase order from the Customer in respect of the Services, when the Customer signs the Supplier’s Quotation, or when the Customer accepts a separate electronic quotation issued by the Supplier. By issuing a purchase order, signing the Quotation, or accepting an electronic quotation, the Customer confirms that it has read, understood and agrees to the Quotation, any applicable proposal or scope document, and these Conditions. The Contract shall expire automatically upon completion of the Services or as otherwise specified in the Quotation, unless terminated earlier in accordance with these Conditions.

2.2 These Conditions, together with any Quotation, govern the relationship between the Supplier and the Customer and shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing, unless expressly agreed in writing. In the event of a conflict between these Conditions and any other terms provided by the Customer, these Conditions shall take precedence unless otherwise explicitly agreed in writing by the Supplier.

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues, brochures, website, or social media, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 Any Quotation given by the Supplier shall not constitute an offer capable of acceptance unless expressly stated otherwise. A Quotation shall be valid for 30 Business Days from its date of issue, unless withdrawn earlier by the Supplier or extended in writing.

2.5 In the event of any conflict or inconsistency between the documents forming the Contract, the following order of precedence shall apply unless expressly stated otherwise in writing by the Supplier:

• (a) any special terms expressly agreed in writing and signed by the parties;
• (b) the Quotation;
• (c) any applicable proposal, statement of work or scope document issued by the Supplier;
• (d) these Conditions; and
• (e) any purchase order or other document issued by the Customer, but only to the extent expressly accepted by the Supplier in writing.

3.1 The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Quotation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5 Unless expressly stated in the Quotation, the Supplier does not warrant that any Goods or Deliverables are certified, approved, or compliant for the Customer’s intended end use or market; the Supplier’s Services support design, development, and testing only.

3.6 Unless expressly stated in the Quotation, the Supplier does not act as the Customer’s authorised representative, responsible person, importer, manufacturer of record, or equivalent under any applicable product legislation.

4.1 Either party may propose changes to the scope or execution of the Services, but no proposed change shall come into effect unless and until it is agreed in a Change Order. A Change Order may be agreed by signature, email exchange, written instruction accepted by the Supplier, revised Quotation, purchase order accepted by the Supplier, or other written record clearly confirming the agreed change. A Change Order shall set out, where applicable, the effect of the change on:

• (a) the Services;
• (b) the Deliverables;
• (c) the Charges;
• (d) the timetable for the Services; and
• (e) any other terms of the Contract.

4.2 If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

4.3 If the Customer wishes to make a change to the Services:

• (a) it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed changes; and
• (b) the Supplier shall, as soon as reasonably practicable after receiving the information referred to in clause 4.3(a), provide a draft Change Order to the Customer.

4.4 If the parties:

• (a) agree to a Change Order, they shall sign it and that Change Order shall amend the Contract; or
• (b) are unable to agree a Change Order, the Contract shall continue without change.

4.5 The Supplier reserves the right to charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 4.3 on a time and materials basis at the Supplier's daily rates, regardless of whether they are agreed.

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5.1 The Customer shall:

• (a) ensure that the terms of the Order and any information it has provided which is included in the Quotation are complete and accurate;
• (b) co-operate with the Supplier in all matters relating to the Services;
• (c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
• (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• (f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
• (g) ensure that at all times it carries insurances appropriate to the levels of risk in its business and shall provide the Supplier with copies of the Customer’s insurance policies upon request;
• (h) comply with any additional obligations as set out in the Quotation;
• (i) be solely responsible for the placing on the market, import/export, distribution, labelling, packaging, warnings, user instructions, translations, and ongoing regulatory compliance and safe use of any Goods and Deliverables, including obtaining and maintaining all approvals, registrations, declarations, markings, and certifications required for the intended use and territories;
• (j) not make any statement implying that the Supplier has certified, approved, endorsed, or guarantees the Goods. The Supplier’s name, logo, or any reference implying endorsement shall not appear on product labels, manuals, packaging, marketing materials, or in any technical, certification, or conformity-assessment documentation without the Supplier’s prior written consent;
• (k) indemnify and hold harmless the Supplier, its officers, employees, contractors and subcontractors against all claims, liabilities, losses, damages, costs and expenses, including reasonable legal and professional fees, arising out of or in connection with:
  (i) the Customer’s placing on the market, import, export, distribution, marketing, sale, supply, use or onward supply of any Goods or Deliverables;
  (ii) any allegation that any Goods or Deliverables are unsafe, defective, non-compliant or otherwise fail to meet applicable legal or regulatory requirements in any territory;
  (iii) any use of the Goods or Deliverables outside the scope, assumptions, limitations, instructions or intended development purpose stated in the Quotation or Documentation; and/or
  (iv) any materials, specifications, instructions, requirements, data or information provided by or on behalf of the Customer,
  except to the extent that the relevant claim, liability, loss, damage, cost or expense is caused directly by the Supplier’s breach of the Contract, negligence, fraud or wilful misconduct; and
• (l) provide all information, documents, authorisations, import/export details, tax identification numbers, customs broker details and other assistance reasonably required for the shipment, export, import, customs clearance, delivery, use, certification or regulatory assessment of any Goods or Deliverables, and ensure that such information is complete, accurate and provided in good time.

5.2 If the Supplier'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):

• (a) without limiting or affecting any other right or remedy available to it, the Supplier shall 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 the Supplier's performance of any of its obligations;
• (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 5.2; and
• (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.3 The Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Background and Sideground IP provided by the Supplier.

5.4 Non-Circumvention

• (a) The Customer shall treat as confidential all information provided by or on behalf of the Supplier concerning the Supplier’s suppliers, vendors, subcontractors, consultants, manufacturers, fabricators, contractors, customers, prospective customers, commercial contacts and project partners, including their identity, capabilities, pricing, terms, contact details and role in the Supplier’s business or supply chain.
• (b) The Customer shall not, without the Supplier’s prior written consent, use such information to circumvent the Supplier by directly or indirectly approaching, engaging, contracting with, procuring from, supplying to, or seeking business from any such person where that relationship or opportunity became known to the Customer through the Supplier, the Services, the Quotation, the Contract or the Supplier’s Confidential Information.
• (c) Clause 5.4(b) shall not apply where the Customer can demonstrate that it had a pre-existing independent relationship with the relevant person, or that the relevant information was already lawfully known to the Customer other than through the Supplier.
• (d) This clause shall apply during the term of the Contract and for 24 months after its termination or expiry.
• (e) The Customer acknowledges that damages alone may not be an adequate remedy for breach of this clause and that the Supplier may seek injunctive relief, specific performance or any other remedy available by law.

6.1 The Supplier warrants that any Goods manufactured, assembled, or customised by the Supplier (excluding prototypes or Goods supplied ‘as is’) will, under normal use and conditions, be free from material defects in materials or workmanship for a period of 60 days from the date of delivery (the “Warranty Period”). During this Warranty Period, the Supplier will, at its sole discretion, repair or replace any Goods found to have material defects caused by the Supplier’s actions, provided that the Customer notifies the Supplier of such defects within the Warranty Period. This warranty does not apply to defects or damages arising from:

• (a) misuse or operation of the Goods in a manner contrary to the Supplier’s guidelines or instructions;
• (b) unauthorised modifications, repairs, or tampering with the Goods by the Customer or a third party;
• (c) failure to store or maintain the Goods in accordance with the Supplier’s recommendations;
• (d) external factors beyond the Supplier’s control, including environmental conditions, power surges, or other force majeure events.

The Customer shall bear all costs associated with repairing or replacing Goods damaged as a result of any of the circumstances listed in clauses 6.1(a) to 6.1(d).

6.2 Without prejudice to the warranty given by the Supplier in clause 3.4, Goods provided by the Supplier but manufactured by a third party are covered solely by the manufacturer’s warranty (subject to any conditions applying to that warranty). At the Customer’s request, the Supplier will take all reasonable steps to assist the Customer in enforcing such a warranty. For Goods manufactured, assembled, or customised by the Supplier, the warranty provisions outlined in clause 6.1 shall apply.

6.3 The Customer acknowledges and agrees that where Goods are prototypes, they are supplied “as is” and the Supplier gives no warranty in relation to them, including any warranty as to fitness for purpose. Prototypes are provided solely for development, evaluation, and validation and must not be resold, supplied, or placed on the market unless and until the Customer has completed Certification. For the avoidance of doubt, the Supplier is not responsible for, and does not provide, any conformity assessment, certification, authorised representative, manufacturer-of-record, or regulatory sign-off services unless expressly agreed in writing in the Quotation.

6.4 The risk in the Goods shall pass to the Customer: (i) upon collection of the Goods by the Customer or their nominated agent from the Supplier’s premises; (ii) upon delivery of the Goods to a third-party carrier arranged by the Supplier or the Customer; or (iii) where the Supplier undertakes delivery, upon physical handover of the Goods to the Customer at the agreed delivery location, whichever occurs first, unless otherwise agreed in writing.

6.5 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full, in cleared funds, for the Goods and for all Services, materials, third-party costs, expenses and other Charges relating to those Goods.

6.6 Until title to the Goods has passed to the Customer, the Customer shall:

• (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
• (d) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
  • (i) the Goods; and
  • (ii) the ongoing financial position of the Customer.

6.7 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession or control which have not been resold or irrevocably incorporated into another product. If the Customer fails to do so promptly, the Customer shall permit, and shall use reasonable endeavours to procure that any relevant third party permits, the Supplier or its representatives to enter any premises where the Goods are stored in order to inspect and recover them.

6.8 Default Shipping and Delivery Terms:

• (a) Unless otherwise agreed in writing, the Supplier may arrange delivery of Goods at the Customer’s expense using such carrier, service level and packaging as the Supplier reasonably considers appropriate. The Supplier acts only as the Customer’s agent for arranging carriage and shall not be responsible for any damage, delay, loss, detention, customs delay, failed delivery or missed delivery date caused by any carrier, freight forwarder, customs broker, customs authority or other third party.
• (b) Risk of loss of or damage to the Goods shall transfer to the Customer in accordance with clause 6.4. Delivery dates are estimates only, and time shall not be of the essence for delivery unless expressly agreed in writing by the Supplier.

6.9 International Shipping, Customs and Import Clearance

• ‍(a) Where the Supplier arranges international shipment of any Goods, Deliverables, prototypes, samples, components, equipment, Customer-Owned Items or other items, the Supplier does so as an administrative convenience for the Customer and not as a freight forwarder, customs broker, importer of record or provider of logistics services.
• (b) Unless otherwise expressly agreed in writing, the Customer shall be responsible for acting as importer of record and for all import customs clearance, import licences, permits, authorisations, customs broker arrangements, duties, taxes, VAT, tariffs, levies, storage charges, demurrage, customs examination charges, re-delivery charges, return charges and any other costs, fees, delays or formalities arising in the destination country.
• (c) The Customer shall provide, in good time before dispatch, all information and documents reasonably required for international shipment and customs clearance, including the correct legal name and address of the consignee and importer of record, contact details, EORI/VAT/tax identification numbers, commodity codes where known, country-of-origin information where known, import licence details, end-use information, customs broker details, and any special delivery, labelling, packaging, certification or documentation requirements.
• (d) The Supplier shall use reasonable endeavours to prepare standard shipping and export documentation based on the information available to it and information supplied by the Customer. The Supplier shall not be responsible for any delay, detention, seizure, rejection, return, additional charge, penalty, missed deadline or failed delivery arising from inaccurate, incomplete, late or missing information supplied by the Customer, destination-country import requirements, customs authority decisions, carrier or broker actions or omissions, import restrictions, duties or taxes, inspections, sanctions checks, export control checks, or other matters outside the Supplier’s reasonable control.
• (e) Any delivery dates or project dates affected by international shipment, customs clearance or import formalities are estimates only. The Supplier shall not be liable for any missed deadline, loss of opportunity, loss of use, project delay, production delay, event delay, customer penalty, business interruption or other loss arising from customs clearance, import formalities or international transit delay, except to the extent caused directly by the Supplier’s negligence, fraud or wilful misconduct and subject always to the limitations and exclusions in clause 9.
• (f) Where the Customer requires delivery by a specific date, expedited shipment, specialist freight, customs brokerage, export-control review, import-clearance support, temporary export documentation, ATA Carnet, insurance, special packaging, special handling, or other non-standard shipping support, this must be agreed in writing before dispatch and shall be chargeable in addition to the Charges.
• (g) The Supplier may refuse, suspend or delay dispatch where it reasonably considers that required information is incomplete, customs or export documentation is insufficient, payment is overdue, the shipment may breach applicable law or sanctions, or the proposed shipment presents a material customs, regulatory, safety, security or commercial risk.

6.10 Customer-Owned Items‍

• (a) Where the Customer delivers, or causes to be delivered, to the Supplier any materials, components, equipment, stock, tools, prototypes, samples, products or other goods for the purposes of the Contract, such items shall be “Customer-Owned Items”.
• (b) The Customer shall retain ownership of Customer-Owned Items at all times. The Customer shall bear all risk, cost and responsibility for Customer-Owned Items during inbound transit to the Supplier, outbound transit from the Supplier, transit between Supplier premises, and while stored or held at the Supplier’s premises or otherwise under the Supplier’s control, except to the extent that loss or damage is caused directly by the Supplier’s negligence or wilful misconduct.
• (c) The Supplier shall use reasonable care in the custody and handling of Customer-Owned Items while they are under the Supplier’s control, consistent with standards reasonably expected of suppliers providing similar services.
• (d) The Customer shall be responsible for insuring Customer-Owned Items against theft, loss, damage and deterioration while in transit to, from or between Supplier premises, and while stored or held at such premises.
• (e) The Supplier shall not be liable for any delay, damage, loss or deterioration caused by third-party carriers, inadequate packaging, incomplete shipping information, customs issues, import/export delays, unsuitable storage or transport conditions specified or arranged by the Customer, or any inherent defect, instability or fragility in the Customer-Owned Items.

6.11 The Customer shall inspect the Goods immediately upon receipt and notify the Supplier in writing of any damage, shortfall, or non-conformity within five (5) Business Days. If no such notice is received, the Goods shall be deemed accepted in good condition and in conformity with the Contract.

6.12 Unless otherwise agreed in writing, the Supplier shall use reasonable care to package the Goods for standard commercial transit. If the Goods require any specialist packaging, handling, or transport conditions (including, but not limited to, temperature control, shock protection, or moisture sealing), the Customer must notify the Supplier in writing prior to dispatch. The Supplier shall not be liable for any damage or deterioration arising from the Customer’s failure to specify such requirements, or from handling, transit, or storage conditions outside the Supplier’s control after the Goods have left its custody.

7.1 The Charges for the Services shall be as set out in the Quotation. Unless the Quotation states that any Services are to be provided for a fixed fee, capped fee, milestone fee or other agreed charging structure, the Charges shall be calculated on a time and materials basis as follows:

• (a) the Charges shall be calculated in accordance with the Supplier’s daily or hourly fee rates, as set out in the Quotation or otherwise notified in writing;
• (b) unless otherwise stated in the Quotation, the Supplier’s daily fee rates are calculated on the basis of an eight-and-a-half-hour day from 9.00 am to 5.30 pm worked on Business Days; and
• (c) the Supplier shall be entitled to charge the Customer for expenses reasonably incurred in connection with the Services, including travel, accommodation, subsistence, third-party services, materials, components, equipment, software, licences, testing, certification support, shipping, packaging and other project costs.

7.2 Unless otherwise expressly included within the Services set out in the Quotation or otherwise agreed in writing, any post-delivery technical support, troubleshooting, investigations, remote diagnostics, telephone or video support, engineering consultation, email-based technical assistance, review of operational data, imagery or documentation, and related support activities shall be chargeable on a time and materials basis at the Supplier’s prevailing rates. Support activities shall be billed in minimum increments of 0.5 hours, with additional time rounded to the nearest 0.5 hour thereafter. Chargeable support time may include associated internal engineering review, consultation, coordination, investigation, administration, and follow-up activities arising from a support request. Unless otherwise agreed in writing, the Supplier may invoice such support activities periodically, including on a monthly basis. Where a support request involves or develops into design changes, new functionality, revalidation, documentation updates, software modifications, integration work, site attendance, replacement parts, repair work, or other development or implementation activity, the Supplier may treat such work as additional scope requiring a separate quotation, Change Order, or Work Package authorisation.

7.3 The Supplier reserves the right to increase its rates and Charges on an annual basis with effect from each anniversary of the date on which the Contract came into existence, in line with the percentage increase in the Retail Prices Index during the preceding 12-month period. The first such increase shall take effect on the first anniversary of that date.

7.4 The Supplier shall invoice the Customer as specified in the Quotation.

7.5 The Customer shall pay each invoice submitted by the Supplier:

• (a) within 30 days of the date of the invoice;
• (b) in full and in cleared funds to a bank account nominated in writing by the Supplier; and
• (c) on the basis that time for payment shall be of the essence of the Contract.

7.6 All amounts payable by the Customer under the Contract are 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.

7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest shall accrue each day at the statutory rate applicable to qualifying commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998, being 8% per annum above the Bank of England’s base rate from time to time, or such other rate as may replace or amend that statutory rate from time to time. The Customer shall also pay any fixed compensation and reasonable debt recovery costs recoverable by the Supplier under that Act and any related regulations.

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

7.9 The Supplier reserves the right to suspend the provision of Services if the Customer fails to pay any invoice by the due date. Such suspension shall not relieve the Customer of its payment obligations under the Contract, and all outstanding invoices shall continue to accrue interest in accordance with clause 7.7 until paid in full. Unless the Supplier reasonably considers immediate suspension necessary to protect its commercial position, the Supplier shall provide 7 days’ written notice prior to suspension. The Supplier shall not be liable for any damages, losses, delays, interruptions or costs caused by suspension of Services due to the Customer’s failure to pay.

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8.1 Subject to clauses 8.4, 8.5, 8.7 and 8A, and subject to payment in full of all Charges due under the Contract, the Supplier assigns to the Customer the Intellectual Property Rights owned by the Supplier in the final Deliverables specifically and exclusively created for the Customer under the Contract, to the extent expressly identified in the Quotation as being assigned to the Customer. For the avoidance of doubt, no Background and Sideground IP, Third-Party Materials, Supplier Materials, tools, methods, processes, templates, know-how, test rigs, software libraries, frameworks, algorithms, models, data structures or general technical knowledge are assigned to the Customer.

8.2 To the extent reasonably necessary to give effect to the assignment in clause 8.1, the Supplier shall use reasonable endeavours to obtain waivers, or procure that moral rights are not asserted, in respect of the Deliverables assigned to the Customer.

8.3 The Supplier shall, at the Customer’s reasonable request and expense, execute such documents and take such reasonable steps as are reasonably necessary to give effect to the assignment in clause 8.1, provided that the Supplier shall not be required to transfer, disclose or license any Background and Sideground IP except as expressly set out in the Contract.

8.4 Background and Sideground IP:

• (a) All Background and Sideground IP shall remain the exclusive property of the Supplier or its licensors.
• (b) The Supplier may use, develop, modify, improve and exploit its Background and Sideground IP for its own purposes and for other customers, projects and opportunities, without restriction and without accounting to the Customer.
• (c) No rights in or to the Supplier’s Background and Sideground IP are transferred to the Customer except for the limited licence expressly granted in clause 8.5.

8.5 Subject to payment in full of all Charges due under the Contract, the Supplier grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the Supplier’s Background and Sideground IP only to the extent incorporated in, embedded in, or strictly necessary to use the Deliverables for the Customer’s internal business purposes and for the purpose expressly stated in the Quotation. The Customer shall not copy, modify, adapt, reverse engineer, decompile, disassemble, sublicense, distribute, sell, lease, rent, commercially exploit, disclose or make available the Supplier’s Background and Sideground IP except with the Supplier’s prior written consent or as expressly permitted in the Quotation. The Supplier may suspend or revoke the licence if the Customer fails to meet its payment obligations or commits a material breach of the Contract.

8.6 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, use and modify any materials, information, data, specifications, drawings, designs, documents, software, hardware, samples or other items provided by or on behalf of the Customer to the Supplier to the extent necessary to provide the Services, comply with the Contract, maintain reasonable business, legal, insurance, audit and professional records, provide support where agreed, and enforce or defend the Supplier’s rights.

8.7 Any improvements, modifications, or derivatives of the Supplier's Background and Sideground IP that are developed during the performance of the Contract, whether at the request of the Customer or as a result of the Supplier’s work, shall remain the exclusive property of the Supplier. The Customer shall have no rights or claims to such improvements, modifications, or derivatives, except as expressly licensed under clause 8.5.

8.8 The Supplier warrants that, so far as it is aware, the Services and Deliverables supplied by the Supplier, when used by the Customer in accordance with the Contract and for the purpose stated in the Quotation, will not infringe the Intellectual Property Rights of any third party. This warranty shall not apply to any infringement or alleged infringement arising from:

• (a) Customer materials, specifications, instructions, data or requirements;
• (b) modifications made by anyone other than the Supplier;
• (c) use outside the scope, purpose, assumptions or limitations of the Contract or Quotation;
• (d) combination with items, systems, software, data, materials or services not supplied by the Supplier;
• (e) Third-Party Materials; or
• (f) the Customer’s placing on the market, sale, distribution, manufacture, import, export or commercial exploitation of any Goods or Deliverables.

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8A 8Digital Technology Services

8A.1 This clause applies where the Services include Digital Technology Services.

8A.2 Unless expressly stated otherwise in the Quotation, any software, firmware, code, applications, dashboards, APIs, integrations, models, algorithms, data structures, scripts, tools, platforms, cloud configurations, documentation and related digital materials supplied by the Supplier are licensed, not sold, to the Customer.

8A.3 Subject to payment in full of all Charges due under the Contract, the Supplier grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the relevant Digital Technology Services and related Deliverables solely for the Customer’s internal business purposes and only for the purpose, duration, users, devices, sites, systems and territories expressly stated in the Quotation.

8A.4 The Customer shall not, except to the extent expressly permitted in the Quotation or by applicable law:

• (a) copy, modify, reproduce, adapt, translate or create derivative works from any software, firmware, code, model, algorithm, dashboard, platform, API, tool or other digital material supplied by the Supplier;
• (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, underlying structure, algorithms, architecture, models or data structures;
• (c) sublicense, sell, rent, lease, distribute, host, provide bureau services from, or otherwise make the Digital Technology Services available to any third party;
• (d) use the Digital Technology Services to develop, train, benchmark or support any competing product, service, model, system or platform;
• (e) exceed any agreed user, device, site, usage, data, storage, processing, API, integration or territory limits;
• (f) remove or alter any proprietary notices; or
• (g) use the Digital Technology Services in breach of applicable law, regulation, third-party terms or the Contract.

8A.5 Unless expressly agreed in the Quotation, the Supplier is not responsible for hosting, operating, monitoring, maintaining, supporting, updating, patching, securing or backing up any Digital Technology Services after delivery. Any post-delivery support, maintenance, updates, patches, hosting, monitoring, troubleshooting, diagnostics, integrations or modifications shall be chargeable in accordance with clause 7.2 or subject to a separate support, maintenance or hosting agreement.

8A.6 Where the Quotation expressly includes hosting, support, maintenance or service levels, the Supplier shall use commercially reasonable efforts to provide those services in accordance with the Quotation. Unless expressly agreed in the Quotation, the Supplier gives no uptime, availability, latency, response-time, service-credit, disaster-recovery, backup, cybersecurity or continuity commitment.

8A.7 The Digital Technology Services may include or depend on Third-Party Materials. The Customer shall comply with any applicable third-party licence terms, platform terms, app-store rules, open-source licences and usage restrictions notified to it or otherwise applicable. The Supplier shall not be liable for any failure, delay, incompatibility, suspension, withdrawal, vulnerability, price change or change in terms affecting Third-Party Materials, except to the extent caused by the Supplier’s breach of the Contract.

8A.8 The Supplier may provide updates, patches, upgrades or modifications where expressly agreed or where reasonably required for security, compatibility or performance. The Supplier shall not be liable for any incompatibility caused by changes to Customer systems, third-party systems, hardware, operating environments, integrations, data structures, platforms or user requirements after delivery.

8A.9 Where the Services include AI or machine learning, the Customer retains ownership of Customer data supplied to the Supplier, but all models, algorithms, model architectures, weights, parameters, workflows, prompts, tools, pipelines, evaluation methods, generalised learnings, improvements and know-how developed or used by the Supplier shall form part of the Supplier’s Background and Sideground IP unless expressly stated otherwise in the Quotation. The Supplier shall not disclose the Customer’s confidential information except as permitted by the Contract.

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8B Customer Data and Data Protection

8B.1 The Customer retains ownership of data supplied by or on behalf of the Customer to the Supplier for the purposes of the Contract. The Customer grants the Supplier a non-exclusive, royalty-free licence to copy, use, host, process, transmit, modify and analyse such data to the extent necessary to provide the Services, comply with the Contract, maintain reasonable business, legal, insurance, audit and professional records, provide support where agreed, improve the Supplier’s internal methods and service delivery in a manner that does not disclose the Customer’s confidential information, and enforce or defend the Supplier’s rights.

8B.2 Each party shall comply with applicable data protection laws in connection with the Contract. Where the Supplier processes personal data on behalf of the Customer as processor, the parties shall enter into an appropriate data processing agreement if required by applicable data protection laws.

8B.3 The Customer shall ensure that it has all rights, consents, notices and lawful bases necessary to provide Customer data and personal data to the Supplier for use in connection with the Services.

8B.4 Unless expressly agreed in writing, the Customer shall not provide the Supplier with special category personal data, criminal offence data, large volumes of personal data, regulated financial data, medical data, children’s data, export-controlled data, classified information or other unusually sensitive data.

8B.5 Unless expressly agreed in the Quotation or a separate hosting, support or data processing agreement, the Supplier is not responsible for storing, hosting, backing up, maintaining, restoring, archiving or preserving Customer data after delivery of the relevant Deliverables or termination of the Contract.

8B.6 Where the Supplier hosts Customer data as part of the Services, the Supplier shall provide the Customer with a reasonable opportunity to retrieve that data following termination or expiry. Any extraction, formatting, migration, restoration or support work shall be chargeable at the Supplier’s prevailing rates unless expressly included in the Quotation. The Supplier may delete Customer data after 30 days following termination or expiry unless retention is required by law or reasonably necessary to enforce the Supplier’s rights.

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9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; and
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.5 Subject to clauses 9.3 and 9.4, the Supplier’s total aggregate liability to the Customer arising under or in connection with the Contract shall not exceed the total Charges actually paid by the Customer to the Supplier under the Contract in the 12 months immediately preceding the event giving rise to the claim, excluding VAT and excluding amounts invoiced but unpaid. Where the Contract has been in force for less than 12 months, the cap shall be the Charges actually paid by the Customer to the Supplier under the Contract up to the date of the event giving rise to the claim.

9.6 Subject to clauses 9.3 and 9.4, the Supplier shall not be liable for any of the following types of loss (whether direct or indirect):

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of use or corruption of software, data or information;
• (f) loss of or damage to goodwill; and
• (g) indirect or consequential loss.

9.7 Except as expressly set out in the Contract, and to the fullest extent permitted by law, all warranties, conditions, representations and other terms implied by statute, common law, trade custom, practice or course of dealing are excluded from the Contract. Nothing in this clause excludes the warranty in clause 3.4 or any term which cannot lawfully be excluded.

9.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.9 The Customer shall indemnify and hold harmless the Supplier against all claims, damages, liabilities, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with the Customer’s use of Background and Sideground IP in a manner not authorised by the Contract.

9.10 This clause 9 shall survive termination of the Contract.

9.11 The Customer acknowledges that the Supplier’s findings, recommendations, reports, calculations, designs, test results, analyses and Deliverables are based on the information, assumptions, data, materials, instructions and circumstances available to the Supplier at the time the Services are performed. The Supplier does not warrant that any findings, recommendations or Deliverables will remain accurate, complete or applicable after delivery, or that they will produce any particular commercial, technical, regulatory, investment, manufacturing or operational outcome. The Customer shall be responsible for its own business decisions, investments, approvals, manufacturing decisions, placing-on-market decisions and reliance on the Deliverables.

9.12 The Supplier shall not be liable for any costs incurred by the Customer as a result of rescheduling, remanufacturing, reordering Goods, replacement production, line stoppage, downtime, recall, withdrawal, investigation, internal management time, third-party penalties or other internal or third-party business costs arising from any delay, defect, damage or failure in the Goods or Deliverables, except to the extent caused directly by the Supplier’s negligence, fraud or wilful misconduct and subject always to the limitations and exclusions in this clause 9.

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10.1 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 any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

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

• (a) the Customer fails to pay any amount due under the Contract within seven days of the due date for payment; or
• (b) there is a change of control of the Customer.

10.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

• (a) the Customer fails to pay any amount due under the Contract on the due date for payment;
• (b) the Customer becomes subject to any of the events listed in clause 10.1(b), 10.1(c) or 10.1(d); or
• (c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.1(b), 10.1(c) or 10.1(d).

10.4 If the Customer cancels, postpones, abandons, substantially reduces the scope of, or purports to terminate the Contract or any Work Package for convenience or otherwise other than as a result of the Supplier’s material breach, the Customer shall pay the Supplier:

• (a) all Charges for Services performed up to the effective date of cancellation, postponement, abandonment, reduction or termination;
• (b) all non-cancellable, committed or irrecoverable costs and liabilities incurred by the Supplier in connection with the Contract, including third-party costs, materials, equipment, software, licences, components, subcontractor costs and services;
• (c) reasonable costs associated with stand-down, cancellation, re-planning or redeployment of committed personnel, resources and project capacity; and
• (d) a cancellation charge equal to 15% of the remaining Contract value.

For the purposes of this clause, “remaining Contract value” means the total Charges that would have been payable for the remaining Services or Work Package had the cancellation, postponement, abandonment, reduction or termination not occurred. The parties acknowledge that the amounts payable under this clause protect the Supplier’s legitimate interest in recovering committed cost, resource disruption, lost opportunity and project planning disruption.

11.1 On termination or expiry of the Contract:

• (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
• (b) the Customer shall return all Supplier Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and shall not use them for any purpose. If the Customer fails to return them promptly, the Customer shall permit, and shall use reasonable endeavours to procure that any relevant third party permits, the Supplier or its representatives to enter any premises where they are stored in order to inspect and recover them.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or 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.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11.4 Clauses relating to payment, Charges, interest, expenses, ownership of Goods, Intellectual Property Rights, Background and Sideground IP, licences, confidentiality, non-circumvention, non-solicitation, limitation of liability, indemnities, data retrieval and deletion, consequences of termination, governing law and jurisdiction shall survive termination or expiry of the Contract. The obligations in clause 12.4 shall continue for 5 years after termination or expiry, except that obligations relating to trade secrets, technical know-how, unpublished designs, source code, software, algorithms, commercial strategy, pricing, supplier information, non-public technical information and information which by its nature remains confidential shall continue for so long as that information remains confidential.

12.1 Force majeure: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labour dispute, cyber-attack, failure of utilities, failure of telecommunications, failure of third-party platforms, supply-chain disruption, or transport disruption. The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effect of the event. This clause shall not relieve the Customer of any obligation to pay Charges, expenses or other sums due under the Contract.

12.2 Assignment and other dealings: Neither party may assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, the Supplier shall be entitled to subcontract or delegate the performance of any of its obligations under the Contract.

12.3 Non-Exclusivity:

• (a) The Customer acknowledges that the Supplier provides services and goods to multiple customers and nothing in this Contract shall restrict the Supplier’s right to provide similar services or goods to other customers or to enter into similar agreements with third parties.
• (b) The Contract does not grant the Customer any exclusive rights in respect of the Services, Goods, or Intellectual Property Rights of the Supplier.

12.4 Confidentiality:

• (a) Each party undertakes that it shall not disclose to any person any Confidential Information of the other party except as permitted by clause 12.4(b).
• (b) Each party may disclose the other party's Confidential Information:
  • (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.4; and
  • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c) Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under the Contract.

12.5 Non-solicitation:

• (a) Each party covenants with the other that, during the term of the Contract and for 12 months after its termination or expiry, it shall not, without the other party’s prior written consent, solicit or entice away, or attempt to solicit or entice away, from the employment or engagement of the other party any employee, contractor or consultant of the other party who was materially involved in the negotiation, management or performance of the Contract.
• (b) Clause 12.5(a) shall not prevent recruitment arising from a general recruitment campaign, advertisement or search process which is not specifically targeted at the relevant person.
• (c) Nothing in this clause limits the Customer’s obligations under clause 5.4.

12.6 Entire agreement:

• (a) 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.
• (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall 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 shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
• (c) Nothing in this clause shall limit or exclude any liability for fraud.

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

12.8 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 shall not constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy.

12.9 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this clause 12.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.10 Notices:

• (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall 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); or sent by email to the email address habitually used by the recipient in connection with the Contract.
• (b) Any notice or communication shall be deemed to have been received:
  • (i) if delivered by hand, at the time the notice is left at the proper address;
  • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • (iii) if sent by email, 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 12.10(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• (c) This clause 12.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.11 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.

12.12 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 shall be governed by, and construed in accordance with, the law of England and Wales.

12.13 Dispute resolution and jurisdiction: The parties shall use reasonable endeavours to resolve disputes in good faith before issuing legal proceedings. Either party may propose mediation, and the parties shall consider such proposal in good faith. Nothing in this clause shall prevent either party from commencing proceedings for debt recovery, injunctive relief, protection of confidential information, protection of Intellectual Property Rights, recovery of Goods, limitation periods, or any other urgent or protective remedy. Subject to the foregoing, each party irrevocably agrees that the courts of England and Wales shall 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, provided that either party may enforce any judgment of the courts of England and Wales in the courts of any jurisdiction.

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