- Basis of contract
1.1 During the Term, the Supplier shall supply the Connected Flowmeter(s) to the Customer and perform the Services in accordance with this agreement and the Order Forms. The parties may agree on the provision of additional Connected Flowmeters or the provision of new Services from time to time by agreeing a new Order Form in writing. Once an Order Form has the signature of both parties, such Order Form shall automatically form part of this agreement.
1.2 This agreement shall commence on the Commencement Date and (subject to early termination in accordance with this agreement) shall continue in full force and effect for an initial period of five (5) years (the “Initial Term”), after which it shall subsequently renew for successive periods of one (1) year unless and until either party gives the other at least three (3) months’ written notice to terminate the agreement on the next anniversary of the end of the Initial Term, such notice to be served no earlier than the end of the Initial Term (collectively, the “Term”).
1.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Connected Flowmeters or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures or on the Supplier’s website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Connected Flowmeters described in them. They shall not form part of this agreement or have any contractual force.
1.4 This agreement shall govern the supply of Connected Flowmeters and Services by the Supplier to the Customer to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Delivery of Connected Flowmeters
2.1 The Supplier shall deliver the Connected Flowmeters to the Delivery Location on or around the estimated delivery date set out in Schedule 2.
2.2 Any dates quoted for delivery of the Connected Flowmeters are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Connected Flowmeters:
(a) not exceeding thirty (60) Business Days;
(b) that is caused by a Force Majeure Event; or
(c) that is caused or contributed to due to the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Connected Flowmeters.
2.3 The Customer shall acknowledge delivery of the Connected Flowmeters in writing. If the Customer fails to acknowledge delivery of the Connected Flowmeters in writing within five (5) Business Days following the unloading of the Connected Flowmeters at the Delivery Location, then (except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under this agreement), delivery of the Connected Flowmeters shall be deemed to have been completed at 9.00 am on the fifth Business Day following the unloading of the Connected Flowmeters at the Delivery Location.
- Quality of Connected Flowmeters
3.1 The Supplier reserves the right to amend the specification of the Connected Flowmeters and Services if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
3.2 The Supplier warrants that on delivery, the Connected Flowmeters shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
3.3 Subject to clause 4.4, for a period of one (1) year following the date of delivery, the Supplier shall, at its option, repair or replace any defective Connected Flowmeters, or refund the price of any defective Connected Flowmeters in full if:
(a) the Customer gives notice in writing that some or all of the Connected Flowmeters do not comply with the warranties set out in clause 4.2;
(b) the Supplier is given a reasonable opportunity to examine such Connected Flowmeters; and
(c) the Customer (if asked to do so by the Supplier) returns such Connected Flowmeters to the Supplier's place of business at Supplier's cost.
3.4 The Supplier shall not be liable for the Connected Flowmeters' failure to comply with the warranties in clause 4.2 if:
(a) the Customer makes any further use of such Connected Flowmeters after giving a notice in accordance with clause 4.3;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use, maintenance or removal of the Connected Flowmeters or (if there are none) good trade practice;
(c) the Customer alters or repairs such Connected Flowmeters without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(e) the Connected Flowmeters differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
3.5 The Supplier:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Connected Flowmeter, Services, Platform and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
(b) is not responsible for any delays, delivery failures, unavailability of the Platform or Services or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(c) is not responsible for any loss or damage resulting from the defective installation, repair, maintenance or removal of the Connected Flowmeters in the event that such installation, repair, maintenance or removal is carried out by a third party other than the Supplier (or a person authorised to provide such services on behalf of the Supplier).
3.6 The terms of this agreement shall apply to any repaired or replacement Connected Flowmeters supplied by the Supplier.
- Title and risk
4.1 The risk in the Connected Flowmeters shall pass to the Customer on completion of delivery.
4.2 Title to the Connected Flowmeters shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Connected Flowmeters.
4.3 Until title to the Connected Flowmeters has passed to the Customer, the Customer shall:
(a) store the Connected Flowmeters separately from all other goods held by the Customer so that they remain readily identifiable at the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Connected Flowmeters;
(c) maintain the Connected Flowmeters 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) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d); and
(e) give the Supplier such information relating to the Connected Flowmeters as the Supplier may require from time to time.
4.4 If before title to the Connected Flowmeters passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d) then, without limiting any other right or remedy, the Supplier may at any time:
(a) require the Customer to deliver up all Connected Flowmeters in its possession; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Connected Flowmeters are stored in order to recover them.
- Supply of Services
5.1 The Supplier reserves the right to amend the Service description 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.
5.2 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- Customer's obligations
6.1 The Customer shall:
(a) ensure that the terms of Schedule 2, which sets out details of its order, are complete and accurate;
(b) ensure that it can comply with all product requirements for use of the Connected Flowmeters and Services as specified by the Supplier from time to time (including in the Supplier’s user manual);
(c) co-operate with the Supplier in all matters relating to the Services;
(d) comply and ensure all third parties acting on its behalf comply with the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Connected Flowmeters or (if there are none) good trade practice;
(e) comply and ensure all authorised users of the Platform comply with the terms and conditions of use of the Platform contained in this agreement and the Customer shall be responsible for any authorised users’ breach of this agreement;
(f) 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 to provide the Services;
(g) 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;
(h) comply with all applicable laws, including health and safety laws; and
(i) not resell or distribute any of the Connected Flowmeters.
6.2 If the Supplier's performance of any of its obligations under this agreement 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 7.2; 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.
6.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property,
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 7.3.
6.4 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(c) access all or any part of the Services or Platform in order to build a product or service which competes with the Services or Platform; or
(d) use the Services and/or Platform to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Platform available to any third party except the Authorised Users.
- Authorised Users
7.1 Subject to the Customer paying the Fees in accordance with this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, non-sub-licensable right to permit the Authorised Users to use the Platform and access the Services during the Term solely for the Customer's internal business operations.
7.2 In relation to the Authorised Users, the Customer undertakes that:
(a) it shall not allow or suffer any user account to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior authorised user shall no longer have any right to access or use the Services;
(b) it shall procure that each authorised user shall keep a secure password for his use of the Platform and shall keep his password confidential;
(c) it shall maintain a written, up to date list of current authorised users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time; and
(d) it shall permit the Supplier to audit the Services in order to establish the name and password of each authorised user. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business.
7.3 If any of the audits referred to in clause 8.2(d) reveal that any password has been provided to any individual who is not an authorised user, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual.
- Charges and payment
8.1 In consideration for the supply of the Connected Flowmeters, the Customer shall pay:
(a) the Goods Fee (or if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery); and
(b) all costs and charges of packaging, insurance, transport of the Connected Flowmeters, which shall be invoiced to the Customer.
8.2 In consideration for the supply of the Services, the Customer shall pay:
(a) the Connected Services Fee charged as an annual fee per Connected Flowmeter, calculated on the % of global devices configuration (or if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery;
(b) the Device Set-Up Fee on a daily basis (if applicable); and
(c) the Platform Support Fee on a fixed fee basis (if applicable).
8.3 The Supplier reserves the right to increase the Fees:
(i) from time to time due to any factor beyond the control of the Supplier (including foreign exchange fluctuations over 10% in a year, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) due to any request by the Customer to change the delivery date(s), quantities or types of Connected Flowmeters ordered or Services provided; or
(iii) due to any delay caused by any instructions of the Customer in respect of the Connected Flowmeters or Services or any failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Connected Flowmeters or Services.
8.4 In respect of Connected Flowmeters, the Supplier shall invoice the Customer on or at any time after the Commencement Date].
8.5 In respect of Services, the Supplier shall invoice the Customer [on or at any time after the Commencement Date].
8.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within  days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of this agreement .
8.7 All amounts payable by the Customer under this agreement 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 this agreement 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 or Connected Flowmeters at the same time as payment is due for the supply of the Services or Connected Flowmeters.
8.8 If the Customer fails to make a payment due to the Supplier under this agreement by the due date, then, without limiting the Supplier's remedies under clause 14 (Termination), 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 under this clause 9.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.9 All amounts due under this agreement 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).
- Intellectual property rights
9.1 As between the parties all Intellectual Property Rights in the Services, Platform, Supplier Materials and Connected Flowmeters are and shall be owned by the Supplier. The Customer acknowledges and agrees that except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of the Services, Platform, Supplier Materials or Connected Flowmeters.
- Data protection and data processing
10.1 Each party shall comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
10.3 Without prejudice to the generality of clause 11.1, 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 the Supplier for the duration and purposes of this agreement.
10.4 Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (“Applicable Data Processing Laws”). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, 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);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) 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:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) 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;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) 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
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.
10.5 The Customer consents to the Supplier appointing [NAMES OF THIRD-PARTY PROCESSOR SUCH AS PARTNER X] as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement [substantially on that third party's standard terms of business]. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.
11.1 Each party undertakes that it shall not at any time during the Term, and for a period of five years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
11.2 Each party may disclose the other party's confidential information:
(a) 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 this agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.
- Limitation of liability
12.1 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
12.2 The Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
12.3 Subject to clause 13.1 and 13.2, the Supplier's total liability to the Customer under or in connection with this agreement with respect to claims arising in a Contract Year shall not exceed an amount equal to the Fees paid or payable in that Contract Year. The Supplier's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement.
12.4 This clause 13 shall survive termination of this agreement.
13.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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 this agreement has been placed in jeopardy.
13.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment.
13.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Connected Flowmeters under this agreement or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this agreement on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- Consequences of termination
14.1 On termination of this agreement:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Connected Flowmeters 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 of the Connected Flowmeters which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this agreement.
14.2 Termination or expiry of this agreement shall 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 this agreement which existed at or before the date of termination or expiry.
14.3 Any provision of this agreement that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
- Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing or failure to perform, any of its obligations under this agreement if such delay or failure result from a Force Majeure Event.
16.1 Assignment and other dealings
(a) The Supplier 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 this agreement.
(b) The Customer shall 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 this agreement without the prior written consent of the Supplier.
(a) Any notice given to a party under or in connection with this agreement 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);
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(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 at the time recorded by the delivery service.
(c) 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.
16.3 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall 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 shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
16.4 Waiver. A waiver of any right or remedy under this agreement 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 this agreement 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency. Nothing in this agreement is intended to, or shall 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.
16.6 Entire agreement.
(a) This agreement (including any Order Forms agreed between the parties in the form set out in Schedule 2) 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 this agreement 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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
16.7 Third parties rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
16.8 Variation. Except as set out in this agreement, no variation of this agreement shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
16.9 Governing law. This agreement 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.
16.10 Jurisdiction. 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 this agreement or its subject matter or formation.