Linnworks Customisation Work Terms

This agreement forms the basis upon which the Linn Systems will undertake services for you, the Customer. These services will be performed by the Linnworks Customisation Team.

Please ensure you have read and understood the contents of this letter agreement and the attached Conditions of Contract, as well Linn Systems' standard terms of business available on our website at https://www.linnworks.com/linn-systems-terms-conditions to ensure they accurately reflect the services you have instructed us to provide.

ENGAGEMENT TERMS

1 Technical Specification

1.1 The Customisation Services provided by the Linnworks Customisation Team will be based on information provided by Customer, as outlined within the Technical Specification. It is Customer’s responsibility to clearly read and understand every aspect of the Technical Specification, particularly when testing Deliverables against the Technical Specification.

1.2 Linn Systems will only perform the customisations by reference to the Technical Specification approved by Customer. Any conversations between the Linnworks Customisation Team and Customer via tickets/ chats/ phone, correspondence or documentation shared will not be taken into account.

1.3 Customer is responsible for the provision of clear and accurate information to Linnworks Customisation Team during creation of the Technical Specification and during the course of the performance of the Customisation Services and during the subsequent testing phase.

1.4 Once Linn Systems has provided Customer with the proposed Technical Specification, Customer is to either accept or decline the proposed Technical Specification within 14 calendar days. If Customer fails to provide any feedback within 14 calendar days, the Technical Specification will automatically considered as declined and Linn Systems will not perform any Customisation Services.

1.5 Any modifications to the Technical Specification once accepted by the Customer will be chargeable and will be reviewed and quoted after delivery of the Customisation Services to the initially accepted Technical Specification.

2 Customisation Services

2.1 Once the Technical Specification has been agreed, the Linnworks Customisation Team will commence the Customisation Services. Standard delivery times are between 2 and 4 weeks for the projects within an average scope, however these timeframes can be extended depending on the complexity of the project or current workload of the Linnworks Customisation Team.

2.2 Customer must supply all necessary information requested by Linnworks Customisation Team to complete the work outlined in the Technical Specification. If there is any delay in providing this information to Linnworks Customisation Team, which leads to a delay in the completion of the works, the Linnworks Customisation Team have the right to extend any previously agreed timeframes by a reasonable amount necessary and/or an increase of information gathering charge.

2.3 In the case of any macro/applications which are required to handle data files, it is Customer's responsibility to ensure that any files and samples provided by Customer are in the correct format and contain the required information.

2.4 Linnworks Customisation Team will not be responsible for providing Customer with any training on how to write or debug software code.

2.5 Linnworks Customisation Team will notify Customer once the work has been completed. Customer will have the opportunity to review and test application (if required).

3 Initial Testing

3.1 Linnworks Customisation Team will be responsible for any necessary adjustments or fixes that need to be done within the delivered solution for a 30 calendar day period from the application/script installation date, provided all the adjustments and/or fixes are within the scope of Technical Specification.

3.2 It is the Customer's responsibility to test and check the quality of the delivered solution and report any issues to Linnworks Customisation Team within a 30 calendar day period from the application/script installation date via ticket system or email.

3.3 If the Linnworks Customisation Team does not receive any feedback or correction requests in writing within the notice period specified, Linn Systems will consider the customer testing to be successful and deployment of the delivered solution to be accepted by the Customer.

3.4 Following the expiry of the initial testing period, Linn Systems' responsibility regarding the application/script will be as set out in the Conditions.

4 Charges

4.1 Charges for the Customisation Services will be based on the Rate Card attached to this letter.

4.2 Any additional development to an existing solution due to changes made by third party (i.e. Customer’s supplier changes format of accepted files or API) will be undertaken based on the Standard Development Charge as set out in the Rate Card attached to this letter.

4.3 Linnworks.net macros are subjected to performance charges on a basis of RAM performance per hour.

4.4 Customer's acceptance of Linn Systems' charges provided in the Technical Specification is acceptance of the scope of development and agreement to pay an invoice in the estimated amount.

5 Maintenance and Support Service

5.1 The Linnworks Customisation Team may offer optional Maintenance and Support Services in relation to customised applications/macros.

5.2 Charges for the Maintenance and Support Services will be based on the Rate Card attached to this letter.

5.3 The scope of the Maintenance and Support Services will be agreed on a case-by-case basis but may include the following services:

5.3.1 Ensuring the delivered application is up to date with constantly evolving Linnworks infrastructure.

5.3.2 Ensuring the application functions according to agreed specification.

5.3.3 Providing the necessary technical support related to written application to mutual customer of Linn Systems and the partner/customer;

5.3.4 Ensuring that the application documentation is updated accordingly application functionality changes.

6 Agreement

6.1 This Agreement is made up of the following:

6.1.1 Engagement Terms;

6.1.2 the Rate Card and any other attachments specified in the Engagement Terms; and

6.1.3 Conditions of Contract.

6.2 If there is any conflict or ambiguity between the terms of the documents listed in paragraph 6.1, a term contained in a document lower in the list shall have priority over one contained in a document higher in the list.

RATE CARD

Services Rate (exclusive of VAT) Notes
Standard development charge for Customisation Services. £100 per hour  
Expedited development charge for Customisation Services (will decrease delivery time by at least 50%). £200 per hour  
Hosting of applications on Linn Systems' servers. £100 per month  
Scoping and quotation services. £100 per hour  
Maintenance and Support Services. £300 per month per application/macro, or as agreed between the parties. Charge will depend on application complexity.
Investigation of any issues with application or macro after expiration of Initial Testing Period. Flat fee of £100 per request Initial Testing Period is 30 calendar days from installation of Deliverables/ completion of Customisation Services. This fee will only be chargeable if the Customer does not request to Maintenance and Support Services.
Information gathering charge. £100 per hour  

 

CONDITIONS OF CONTRACT

The Customer's attention is particularly drawn to the provisions of clause 9 of these Conditions (Limitation of Liability).

1        Interpretation

The following definitions and rules of interpretation apply in the Engagement Terms and the Conditions of Contract.

1.1 Definitions:

Agreement: this agreement, comprised of the Engagement Terms, the Conditions and the appendices and/or attachments.

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

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Commencement Date: has the meaning given in clause 2.1.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.

Customer: the person or firm who purchases Customisation Services from Linn Systems, detailed in the Engagement Terms.

Customer Default: has the meaning set out in clause 4.2.

Customisation Services: means the customisation services, including Delivery of the Deliverables, supplied by Linn Systems to the Customer as set out in the Technical Specification.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Deliverables: the deliverables described in the Technical Specification to be produced by Linn Systems for the Customer.

Delivery: the first day on which the Deliverables are installed or, or otherwise integrated into, the Customer's system.

Engagement Terms: means the document setting out the terms of engagement to provide the Services, to which the Conditions and Rate Card may be appended.

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, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Linn Systems: Linn Systems Ltd registered in England and Wales with company number 06784391.

Maintenance and Support Services: the maintenance and support services provided by Linn Systems to the Customer, pursuant to the Engagement Terms (if any).

Order: the order for Services set out in the order form submitted by the Customer to Linn Systems.

Services: means (i) the Customisation Services, and (ii) if applicable, any Maintenance and Support Services.

Technical Specification: documented requirements, goals, static structures, dynamic behaviour, data models or external interfaces to be delivered to the Customer as a part of the Services, as provided in writing by Linn Systems to the Customer and approved in accordance with the Engagement Terms.

1.2 Interpretation:

1.2.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2 A reference to a paragraph number is a reference to a paragraph in the Engagement Terms and a reference to a clause is a reference to a clause in these Conditions.

1.2.3 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, description, definition, phrase or term preceding those terms.

1.2.4 A reference to writing or written includes fax and email.

2        Basis of Agreement

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 Any initial quotation given by Linn Systems shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.3 The Order shall only be deemed to be accepted on the date Linn Systems receives a copy of this letter signed by the Customer and on such date the Agreement shall come into force (Commencement Date).

2.4 Any conversations between the Linn Systems the and Customer, correspondence, samples, descriptive matter or advertising issued by Linn Systems, and any descriptions or illustrations contained in Linn Systems' catalogues or brochures, 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 Agreement or have any contractual force.

2. 5 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3        Supply of Services

3.1 The Services shall be provided in all material aspects with the Technical Specification and Linn Systems warrants that the Deliverables shall perform in all material aspects with the Technical Specification for a period of 30 days from Delivery.

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

3.3 Linn Systems reserves the right to amend the Technical Specification 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 Linn Systems shall notify the Customer in any such event.

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

3.5 Without prejudice to Linn Systems' warranty at clauses 3.1 and 3.4, the Deliverables are provided on an "as is basis" and all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

4        Customer's obligations

4.1 The Customer shall:

4.1.1 ensure that the terms of the Order and any information it provides in the Technical Specification are complete and accurate;

4.1.2 co-operate with Linn Systems in all matters relating to the Services;

4.1.3 provide Linn Systems with such information and materials as Linn Systems may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and

4.1.4 comply with any additional obligations as set out in the Technical Specification.

4.2 If Linn Systems' performance of any of its obligations under the 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):

4.2.1 without limiting or affecting any other right or remedy available to it, Linn Systems 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 Linn Systems' performance of any of its obligations;

4.2.2 Linn Systems shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Linn Systems' failure or delay to perform any of its obligations as set out in this clause 4; and

4.2.3 the Customer shall reimburse Linn Systems on written demand for any costs or losses sustained or incurred by Linn Systems arising directly or indirectly from the Customer Default.

5        Charges and payment

5.1 The Charges shall be as set out in Engagement Terms and the Technical Specification, and otherwise shall be calculated on a time and materials basis in accordance with the Rate Card and Linn Systems' set rates.

5.2 Following acceptance of the Order and until such time as the Technical Specification is accepted by the Customer, Linn Systems shall be entitled to charge the Customer a fee calculated on a time and materials basis, in accordance with the Rate Card and Linn Systems' set rates.

5.3 Linn Systems shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Linn Systems engages in connection with the Services including the cost of services provided by third parties and required by Linn Systems for the performance of the Services, and for the cost of any materials.

5.4 Linn Systems reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.

5.5 Linn Systems shall be entitled to invoice the Customer for the Charges on the earlier of: (i) acceptance of the Technical Specification, and (ii) completion of the Services, and thereafter monthly in arrears.

5.6 The Customer shall pay each invoice submitted by Linn Systems:

5.6.1 within 30 calendar days of the date of the invoice, or in accordance with any credit terms agreed by Linn Systems and confirmed in writing to the Customer; and

5.6.2 in full and in cleared funds to a bank account nominated in writing by Linn Systems, and

5.6.3 time for payment shall be of the essence of the Agreement.

5.7 All amounts payable by the Customer under the 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 the Agreement by Linn Systems to the Customer, the Customer shall, on receipt of a valid VAT invoice from Linn Systems, pay to Linn Systems 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.

5.8 If the Customer fails to make a payment due to Linn Systems under the Agreement by the due date, then, without limiting Linn Systems' 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 under this clause 5.8 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%.

5.9 All amounts due under the 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).

6        Intellectual property rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Linn Systems.

6.2 Where the Deliverables are used in connection with software provided by Linn Systems or the Services provide for customisation of that software under a separate agreement between Linn Systems and the Customer, then the Deliverables shall be licensed to the Customer on the terms in that separate agreement (subject to payment of the Charges).

6.3 To the extent that clause 6.2 does not apply and subject to payment of the Charges, Linn Systems grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

6.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2 and 6.3.

6.5 The Customer grants Linn Systems a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Linn Systems for the term of the Agreement for the purpose of providing the Services to the Customer.

7       Data protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

8       Warranty

8.1 Subject always to clause 9 and the remainder of this clause 8, Linn Systems warrants that the Deliverables shall comply in all material aspects with the Technical Specification for a period of 12 months from Delivery (Warranty Period) and Linn Systems shall remedy any failure in the Deliverables to comply with the warranty in this clause 8.1 during the Warranty Period.

8.2 Linn System's obligation to remedy a failure pursuant to the warranty in clause 8.1 shall only apply where the failure has been caused by a change in Linn Systems' infrastructure and shall be the Customer's sole remedy in respect of such failure in the Deliverables.

8.3 Linn Systems shall be entitled to charge investigation and development charges to the Customer for any work completed under this clause 8 if it is discovered that the relevant failure was caused by a malfunction attributable to the Customer, its system or a third party.

9        Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 The limits and exclusions in this clause reflect the insurance cover Linn Systems has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

9.3.1 death or personal injury caused by negligence;

9.3.2 fraud or fraudulent misrepresentation; and

9.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.4 Subject to clause 9.3, Linn Systems' total liability to the Customer in respect of all liability occurring within any contract year shall not exceed the cap. Linn Systems shall not be liable for any losses incurred resulting from any malfunction or error in the Deliverables or any macros, scripts or applications produced as a part of the Customisation Services.

9.5 In clause 9.4:

9.5.1 cap. The cap is one hundred per cent (100%) of the total charges payable in the contract year in which the breaches occurred.

9.5.2 contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and

9.5.3 total charges. The total charges means all sums paid by the Customer and all sums payable under the Agreement in respect of goods and services actually supplied by Linn Systems, whether or not invoiced to the Customer.

9.6 Subject to clause 9.3, the types of loss listed in this clause are wholly excluded by the parties: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill; and indirect or consequential loss.

9.7 Linn Systems has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

9.8 Unless the Customer notifies Linn Systems that it intends to make a claim in respect of an event within the notice period under this clause 9, Linn Systems shall have no liability for that event. The notice period for an event under this clause 9 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 This clause 9 shall survive termination of the Agreement.

10       Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party 30 days written notice.

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

10.3 Without affecting any other right or remedy available to it, Linn Systems may suspend the supply of Services under the Agreement or any other contract between the Customer and Linn Systems if the Customer fails to pay any amount due under the Agreement on the due date for payment, or it is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or Linn Systems reasonably believes that to be the case.

11        Consequences of termination

11.1 On termination of the Agreement:

11.1.1 the Customer shall immediately pay to Linn Systems all of Linn Systems' outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Linn Systems shall submit an invoice, which shall be payable by the Customer immediately on receipt;

11.1.2 the Customer shall return all of Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Linn Systems may use whatever means necessary including entering the Customer's premises and taking 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 the Agreement.

11.2 Termination or expiry of the Agreement 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 Agreement which existed at or before the date of termination or expiry.

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

12        General

12.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2   Assignment and other dealings

12.2.1 Linn Systems may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.

12.2.2 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 the Agreement without the prior written consent of Linn Systems.

12.3   Confidentiality

12.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3.2.

12.3.2 Each party may disclose the other party's confidential information:

12.3.3 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the 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 12.3; and

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

12.3.5 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.

12.4   Entire agreement.

12.4.1 The Agreement 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.

12.4.2 Each party acknowledges that in entering into the 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 the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

12.4.3 Nothing in this clause shall limit or exclude any liability for fraud.

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

12.6   Waiver. A waiver of any right or remedy under the 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 the 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 the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7   Severance. If any provision or part-provision of the 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 the Agreement.

12.8   Notices.

12.8.1 Any notice or other communication given to a party under or in connection with the 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); or sent by email to the address specified in the Technical Specification.

12.8.2 Any notice or communication shall be deemed to have been received:

12.8.3 if delivered by hand, on signature of a delivery receipt;

12.8.4 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; and

12.8.5 if sent by fax or 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 12.8.5, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

12.8.6 This clause 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.

12.9   Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

12.10 Governing law. The 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 and Wales.

12.11 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 the Agreement or its subject matter or formation.