Wavedata Terms and Conditions (these “Terms and Conditions”)
A. DEFINITIONS and Interpretation
In this Agreement:
A.1. the following terms shall have the following meanings unless the context otherwise requires:
these Terms and Conditions (as updated by Wavedata in accordance with its terms) together with the relevant Commercial Details Document;
any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks are not physically open for business in the City of London, England;
the client which agrees with Wavedata to receive the Services, as identified in the Commercial Details Document;
the date on which this Agreement becomes legally binding on the Parties in accordance with Clause 2.6;
“Commercial Details Document”
the document containing the specific information relating to the services provided or to be provided by Wavedata to the Client;
any information in any form or medium obtained by or on behalf of one Party from or on behalf of the other Party in connection with this Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information (and Wavedata’ “Confidential Information” shall include the Content);
any information and materials (including works of authorship, files, processes, systems, ideas, know-how, concepts, methodologies, flowcharts, manuals, data, databases, database structures, content, descriptions, documents, notes, records, results, reports, text, research, lists, diagrams, artwork, designs, sketches, models, photographs, drawings, plans, specifications, images, logos, styles, graphics, names, devices, domain names and marks (in whatever form and on whatever media)) provided by Wavedata from time to time as part of the Services, and which may include Third Party Input;
“Data Protection Laws”
all applicable data protection laws in relation to this Agreement, including the General Data Protection Regulation EU 2016/679 (“GDPR”) and any national laws or regulations constituting a supplement, replacement or successor data protection regime to that governed by GDPR (including the UK’s Data Protection Act 2018);
the fee payable by the Client for the Services as may be initially set out in the Commercial Details Document, or as updated by Wavedata from time to time, together with any other sums due to Wavedata under this Agreement;
“Intellectual Property Rights”
copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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;
has the meaning given to it in Clause 10.1;
has the meaning given to it in Clause 7.9.1;
has the meaning given to it in Clause 7.9.2;
Wavedata or the Client;
the items selected by the Client Document for inclusion in the Content as more specifically set out in the Commercial Details Document;
any services provided or to be provided by Wavedata to the Client pursuant to this Agreement, as more particularly described in or pursuant to the Commercial Details Document;
has the meaning given to it in Clause 10.1;
“Third Party Input”
any data, input or information originating from a third party (such as a wholesaler or pharmacy);
WaveData Limited, a company registered in England and Wales under registration number 03998025 with registered office at 146 New London Road, Chelmsford, England CM2 0AW; and
a period of 12 months commencing on the Commencement Date, or each subsequent period of 12 months commencing on an anniversary of the Commencement Date.
A.2. The headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.
A.3. Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm or partnership.
A.4. References to “written” or in “writing” (except in respect of sending a notice in accordance with Clause 11) includes in electronic form.
A.5. References to “includes” or “including” or like words or expressions shall mean without limitation.
A.6. References to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
B.1. The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Client. These Terms and Conditions apply to all Services.
B.2. Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties preceding the date of this Agreement and in any way relating to the subject matter of this Agreement and to the exclusion of any representations, statements, promises or warranties not expressly stated herein except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each Party acknowledges that it has not entered into this Agreement based on any representation, statement, promise or warranty that is not expressly incorporated into this Agreement.
B.3. This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter hereof and there are no provisions, terms, warranties, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
B.4. In the event of any conflict between the provisions of any of the documents within this Agreement, then the Commercial Details Document shall prevail over these Terms and Conditions.
B.5. If the Client provides Wavedata with a purchase order, the purchase order shall be purely for the Client’s administrative purposes only and shall not form part of this Agreement.
B.6. This Agreement shall be legally formed and the Parties shall be legally bound on the earliest of either signature of the Commercial Details Document or commencement of the Services. In any event, the use or receipt by the Client or its employees or officers of the Services shall constitute commencement of the Services.
B.7. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
B.8. Each Commercial Details Document constitutes a separate agreement. There may be more than one agreement between the Parties in force at the same time as this Agreement.
C.1. In consideration of, and subject to, the timely payment of the Fee and the Client’s compliance with the terms of this Agreement, Wavedata shall provide the Services to the Client during the term of this Agreement.
C.2. The Client shall only use the Content in the normal course of the Client’s internal business purpose and for reference only (and not for any external use or disclosure to third parties).
C.3. If the Client would like to make access to the Services available to any more persons, including associated or connected companies of the Client, then it shall first contact Wavedata to discuss and pay for any additional Fees, and the Client shall pay any additional Fees prior to such access.
C.4. The Client shall not allow anyone other than as authorised by Wavedata to access the Services or the Content, and the Client shall take all reasonable steps to prevent such access. The Client shall not use the Content on an outsourcing or service bureau or application service provider basis.
C.5. Except to the extent provided by law, the Client shall not reproduce (or copy, publish, post, broadcast, transmit, disseminate, sell, license, distribute, circulate or make available) any part of the Services or the Content for any purpose, other than as expressly permitted in this Agreement unless Wavedata gives its express prior written consent. Any reproduction shall be the property of Wavedata.
C.6. If the Client is in breach of this Agreement or this Agreement has been suspended or terminated, then Wavedata may disable access to any of the Services at any time and without notice whether by use of a code, by disabling access on its servers, by remote access or by physical attendance at any place where the Services are being accessed from or otherwise.
D.1. Wavedata warrants that:
(1.a) it has the right to enter into this Agreement and to provide the Client with a right to access and use the Services; and
(1.b) it shall use its reasonable skill and care in providing the Services.
D.2. Wavedata does not warrant that the Services will meet the Client’s present or future specific individual needs or requirements or that the Services will be complete, error-free, wholly accurate or up-to-date or that it will be delivered without interruption, fault or error. The Client also acknowledges that Wavedata is reliant on Third Party Input and also that there may be a time delay between new Third Party Input arising and the Content being updated. The Services and Content are intended to act as a useful guide. If the Client has any critical needs or requires bespoke advice, Wavedata recommends that the Client obtains specific and bespoke advice (whether as a separate service from Wavedata under another agreement or through another route).
D.3. The Services are designed to provide 99% availability to users and Wavedata shall use its reasonable commercial endeavours to maintain and monitor the Services so that the Services have 99% availability at all reasonable times (other than maintenance). It may be necessary to suspend or restrict the Services at any time for any reason including for any urgent or planned maintenance. Accordingly, Wavedata does not warrant that the Services will be uninterrupted or error-free or that it will be available at any particular speed.
D.4. Although Wavedata uses firewall, virus and content filtering software, Wavedata cannot guarantee 100% security and shall not have any Liability for damage to, unauthorised access to, or viruses or other code that may affect, the Content or any computer equipment, software, data or other property as a result of the Client’s access or receipt of the Services and Content. Wavedata shall also not have any Liability for the actions of third parties in breaching any security measures.
D.5. Other than the warranties given in this Clause 4, to the fullest extent permitted by law, any warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) is hereby excluded.
E. Fees and Payment
E.1. In consideration for obtaining the Services pursuant to this Agreement, the Client shall pay to Wavedata the Fees.
E.2. The Fees shall be as set out in the Commercial Details Document.
E.3. Where an advanced Fee is payable, receipt of the Services is conditional on Wavedata first receiving the advanced Fee in cleared funds in full from the Client.
E.4. A change in the Services (including a change in the number of Products) may result in a change in the Fees.
E.5. The Client shall pay the Fee for the Initial Term on the Commencement Date. The Fees for subsequent Renewal Terms shall be payable a month in advance of the renewal date.
E.6. Wavedata may update the Fees from time to time by providing at least 28 days’ prior written warning to the Client. Such update shall take effect on the first day of commencement of the next consecutive Renewal Term.
E.7. All sums due to Wavedata are exclusive of VAT and other duties or taxes (if applicable) which the Client shall pay to Wavedata in addition at the same time as payment of the Fees.
E.8. Payment shall be in the currency of England from time to time.
E.9. Payment of all sums due under this Agreement shall be made by the Client without any set-off, deduction or withholding whatsoever.
E.10. Wavedata shall issue invoices to the Client for the Fees. Unless agreed otherwise by Wavedata in writing, all invoices shall be sent to the Client one month in advance of commencement of a Renewal Term.
E.11. The Client shall pay Wavedata by any payment method reasonably stipulated by Wavedata. No payment shall be considered paid until it is received by Wavedata in cleared funds in full.
E.12. The Client shall not have a right to access, receive or use the Services until it has paid the Fees and taxes applicable in full.
E.13. If the laws of any part of the territory where the Client is based requires the Client to withhold tax on any payment which the Client is obliged to make to Wavedata under this Agreement, the Client shall:
(13.a) obtain a proper receipt and discharge for the tax so deducted and forward it without delay to Wavedata;
(13.b) do all such other things and take such other steps as may be reasonably required to enable Wavedata to obtain any tax credit which may be available to it; and
(13.c) in the event that any taxes deducted cannot be reclaimed, make up to Wavedata any shortfalls in payment attributable to such tax deductions.
E.14. If the Client is late or fails to pay any part of any monies due to Wavedata, Wavedata may (without prejudice to any other right or remedy available to it whether under this Agreement or by any statute, regulation or by-law) do any or all of the following:
(14.a) charge interest and other charges on the amount due but unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and
(14.b) subject to the Client being at least 10 Business Days late in paying and Wavedata having then given to the Client no less than a further 10 Business Days’ written warning that it may exercise its rights under this Clause 5.14, and the Client having not paid in full during such further 10 Business Days period, suspend the performance of this Agreement until payment in full has been made or terminate this Agreement with immediate effect on notice to the Client (for the avoidance of doubt, termination may follow suspension and shall be at the full discretion of Wavedata).
F. DATA PROTECTION
F.1. In performing this Agreement, the Client and Wavedata shall each:
(1.a) comply with all applicable Data Protection Laws; and
(1.b) procure that its employees, officers, directors, contractors, consultants, subcontractors and suppliers, comply with all applicable Data Protection Laws.
F.2. The terms defined in this Clause 6 shall be construed in accordance with any change in definitions in Data Protection Laws from time to time.
F.3. In the event of any change in a country’s status (including the UK’s departure from the European Union after the transition period), the Parties shall agree to implement such additional measures to comply with Data Protection Laws (including, if necessary, GDPR clauses that reflect the model contractual clauses).
G. Limitation of liability
G.1. This Clause 7 prevails over all other Clauses and sets forth the entire Liability of each Party, and the sole and exclusive remedies of the other Party, in respect of:
(1.a) performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or of any services or deliverables in connection with this Agreement; or
(1.b) otherwise in relation to this Agreement or entering into this Agreement.
G.2. Neither Party excludes or limits its Liability for:
(2.a) its fraud; or
(2.b) death or personal injury caused by its Negligence; or
(2.c) any infringement of the other Party’s Intellectual Property Rights or Confidential Information; or
(2.d) any Liability which cannot be excluded or limited by applicable law.
G.3. Subject to Clause 7.2, each Party does not accept and it hereby excludes any Liability for Negligence other than any Liability arising pursuant to the terms of this Agreement.
G.4. Subject to Clause 7.2, neither Party shall have Liability in respect of any:
(4.a) indirect or consequential losses, damages, costs or expenses;
(4.b) loss of actual or anticipated profits;
(4.c) loss of contracts;
(4.d) loss of use of money;
(4.e) loss of anticipated savings;
(4.f) loss of revenue;
(4.g) loss of goodwill;
(4.h) loss of reputation;
(4.i) ex gratia payments;
(4.j) loss of business;
(4.k) loss of operation time;
(4.l) loss of opportunity; or
(4.m) loss of, damage to or corruption of, data;
whether or not such losses were reasonably foreseeable or the Party in default or its agents had been advised of the possibility of the other incurring such losses. For the avoidance of doubt, Clauses 7.4.2 to 7.4.13 apply whether such losses are direct, indirect, consequential or otherwise.
G.5. Subject to Clause 7.2, the total aggregate Liability of each Party for all causes of action arising in each Year shall be limited to the greater of: (a) £10,000; or (b) 110% of the total sums paid and total other sums payable, in aggregate, by the Client to Wavedata under this Agreement, in that Year.
G.6. The limitation of Liability under Clause 7.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
G.7. The Client shall not limit its Liability for failure to pay the Fees.
G.8. The Parties acknowledge that this Clause 7 is fair and reasonable having regard to the Parties’ respective sizes and positions to insure, and with the objective that the Client uses the Services as background only and not to rely on for decisions that could have a costly impact.
G.9. In this Agreement:
(9.a) “Liability” means liability in or for breach of contract (including liability under any indemnity), tort (whether deliberate or not), Negligence, breach of statutory duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract); and
(9.b) “Negligence” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
H.1. Each Party shall keep and procure to be kept secret and confidential the Confidential Information of the other Party and shall not use nor disclose the same save:
(1.a) for the purposes of the proper performance of this Agreement; or
(1.b) as otherwise permitted by this Agreement; or
(1.c) with the prior written consent of the other Party.
H.2. Where one Party discloses Confidential Information of the other Party to its representative, employee, officer, user, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 8. Each Party shall use its reasonable endeavours to ensure that any such representative, employee, officer, user, professional adviser or insurer complies with such obligations.
H.3. The obligations of confidentiality in this Clause 8 shall not extend to any matter which either Party can show:
(3.a) is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or
(3.b) was legally in its written records prior to receipt; or
(3.c) was independently developed by it; or
(3.d) was independently disclosed to it by a third party entitled to disclose the same.
H.4. If either Party is required to disclose the Confidential Information of the other Party under any applicable law, or by order of a court or governmental body or regulatory authority or authority of competent jurisdiction, then the Party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other Party as much notice thereof as practicable and notify and consult with the other Party and, at the other Party’s request and cost, fully co-operate with and assist that other Party in opposing any such disclosure.
H.5. The Parties agree that any breach of this Clause 8 may not be adequately compensated by money damages alone and therefore either Party shall be entitled without proof of special damage, in addition to any other right or remedy available to it (including an action for damages), to the remedies of injunction, specific performance and other equitable relief for any actual, threatened or potential breach.
H.6. Wavedata may identify the Client as its client and the type of services provided by Wavedata to the Client, provided that in doing so Wavedata shall not (without the Client’s prior written consent) reveal any Confidential Information of the Client.
H.7. The obligations of this Clause 8 shall continue after termination of this Agreement for whatever reason.
I. Intellectual Property Rights
I.1. The Client acknowledges that, as between the Parties, the legal and beneficial interest in Intellectual Property Rights relating to, or developed by Wavedata or its third party suppliers in connection with or arising from, the Services and Content belong to Wavedata and its licensors.
I.2. If the Client becomes aware of any improper or wrongful use of the Intellectual Property Rights owned, licensed or used by Wavedata in relation to the Services, it shall promptly inform Wavedata of such use. The Client shall, if requested by Wavedata, assist Wavedata in taking any steps in connection with the protection or defence thereof as Wavedata may determine, the costs of which shall be borne by the Client in respect of its improper or wrongful use, but for all other such use Wavedata shall bear the reasonable costs thereof.
I.3. The Client shall permit Wavedata and Wavedata’ representatives at all reasonable times and on reasonable prior written warning enter such places and inspect such equipment under the Client’s control and monitor the Client’s use of the Services (whether remotely or not) to verify that the Client is complying with the terms of this Agreement and not infringing Wavedata’ or its licensors’ Intellectual Property Rights.
I.4. The Client shall ensure that Wavedata’ proprietary notice (e.g. “© Wavedata [date stipulated by Wavedata]” All rights reserved”) or, where indicated, the notice of Wavedata’ licensors must clearly appear in all electronic or hard copies of any Content.
I.5. Any rights in respect of the Content or Services not expressly granted in these Terms and Conditions by Wavedata are reserved.
I.6. The Third Party Input belongs to the third party supplier. Wavedata may change the rights of the Client to use the Third Party Input from time to time, if the rights of Wavedata are changed by the third party. Wavedata shall not have any responsibility or Liability for the Third Party Input or anything based on the Third Party Input.
J. Term and Termination
J.1. Subject to either Party terminating this Agreement pursuant to its termination rights under this Agreement, this Agreement shall commence on the Commencement Date and shall continue for the minimum period specified in the Commercial Details Document as the “Initial Term”, and thereafter for successive renewal periods of one Year or such other renewal period lengths as are described in the Commercial Details Document (each, a “Renewal Term”).
J.2. Either Party my terminate this Agreement by giving to the other Party no less than three months’ notice of termination to take effect at the end of the Initial Term or a Renewal Term.
J.3. Either Party may terminate this Agreement by notifying the other Party with immediate effect if:
(3.a) the other Party is in material breach of any of its obligations under this Agreement which are incapable of remedy;
(3.b) the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement after having been required in writing to remedy such breach within a period of no less than 30 days; or
(3.c) the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it is or shall be unable to pay its debts as they come due, or enters into any compromise or arrangement with any of its creditors (other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party), or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
J.4. Wavedata may terminate this Agreement by notifying the Client with immediate effect if the Client materially (or in Wavedata’ reasonable opinion persistently) breaches the terms of Clauses 2, 5, 8 or 9.
J.5. Upon termination or expiry of this Agreement:
(5.a) the Services shall cease with immediate effect; and
(5.b) each Party may at its option require the other Party to promptly delete the Confidential Information of the Party (excluding any public sphere data) from any computer disks, tapes, memory, storage or other material in its possession or under its control or promptly deliver up or destroy materials and tangible items in its possession or under its control which contain any materials allowing access to, or use of, the Services. Each Party may require an authorised representative of the other Party to provide a written declaration, signed by an officer or other authorised individual, stating that there has been full compliance with this Clause 10.5.2.
J.6. Termination or expiry of this Agreement will be without prejudice to any other rights or remedies which the Parties may be entitled to under this Agreement or at law and will not affect any accrued rights or liabilities of either Party nor the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.
K.1. Any notice required or authorised to be given under this Agreement shall be in writing and shall be served by:
(1.a) personal delivery;
(1.b) by a generally recognised commercial courier; or
(1.c) by email to the relevant Party,
at its address stated in this Agreement or at such other address as is notified by the relevant Party to the other Party for this purpose from time to time or at the address of the relevant Party last known to the other Party.
K.2. Any notice so delivered:
(2.a) personally shall be deemed served at the time of delivery and any notice;
(2.b) by commercial courier shall be deemed to have been served two Business Days after the same shall have been despatched;
(2.c) by email at the time of transmission, unless transmission produces an automatic response from the recipient advising that the email cannot be received, or, if the transmission time falls outside business hours at the place of receipt, when business hours resume, but no sooner than 9:00am GMT. In this Clause 11.5.3, business hours shall mean 9.00am to 5.00pm Monday to Friday GMT on a day that is not a Business Day,
and in proving such service it shall be sufficient to prove that the letter or email was properly addressed, and despatched and delivered.
L. Force Majeure
L.1. Wavedata shall not have any Liability for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by circumstances beyond its reasonable control (“Event of Force Majeure”), regardless of whether the circumstances in question could have been foreseen.
L.2. Wavedata agrees to use its reasonable commercial endeavours to inform the Client upon becoming aware of an Event of Force Majeure.
L.3. Wavedata’ provision of the Services shall be suspended during the period that the circumstances of the Event of Force Majeure persist.
L.4. If the Event of Force Majeure continues without a break for more than three months, either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall have any Liability by reason of such termination.
M.1. Subject to any assignee (in the case of an assignment) confirming in writing to be bound by the provisions of this Agreement, Wavedata may assign, transfer, novate or subcontract its rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. Wavedata shall promptly give notice to the Client of any such assignment.
M.2. The Client shall not (or purport to) assign, sub-license, transfer, novate, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of Wavedata (such consent not to be unreasonably withheld or delayed).
N.1. The Parties may agree for Wavedata to provide other services to the Client, in which case those other services will be covered by a separate agreement between the Parties.
N.2. Wavedata may update these Terms and Conditions from time to time. Wavedata shall provide the Client with an updated version of these Terms and Conditions. Unless the Client terminates this Agreement through cancellation of the Services, the updated Terms and Conditions shall take effect at the beginning of the next consecutive Renewal Term to that in which the updated Terms and Conditions are provided.
N.3. Subject to Clause 14.2, no change to the specific terms of this Agreement shall be binding unless it is agreed in writing by both Parties.
N.4. The relationship of the Parties is that of independent contractors dealing at arm’s length. Nothing in this Agreement shall constitute the Parties as partners, joint ventures or co-owners, or constitute either Party as the agent, employee or representative of the other Party.
N.5. Unless a Party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either Party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that Party’s other powers, rights or remedies under this Agreement or at law.
N.6. If any Clause or other provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or provision or part of any Clause or provision, all of which shall remain in full force and effect.
N.7. This Agreement does not and is not intended to confer any rights to any third party. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
N.8. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or its formation, shall be governed by, and construed in accordance with, the laws of England.
N.9. If both Parties are domiciled in the European Union or the United Kingdom, then subject to Clause 14.10, the Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with this Agreement or its subject matter or its formation (including non-contractual disputes or claims).
N.10. If both Parties are domiciled in the European Union or the United Kingdom, but as a consequence of any change in national or international law, judgments of the courts of England shall not be automatically enforceable in the jurisdiction in which the Client is located, or such a change in law is planned or reasonably foreseeable, Wavedata shall have the right to commence and pursue arbitration proceedings against the Client under the LCIA Rules to settle any claim, dispute or matter of difference which may arise out of or in connection with this Agreement or its formation (including non-contractual disputes or claims). The LCIA Rules are deemed to be incorporated by reference into this Clause 14.10. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
N.11. If one or more of the Parties is domiciled outside of the European Union and the United Kingdom, any claim, dispute or matter of difference which may arise out of or in connection with this Agreement or its subject matter or its formation (including non-contractual disputes or claims) shall be exclusively referred to and finally resolved by arbitration under the LCIA Rules. Those Rules are deemed to be incorporated by reference into this Clause 14.11. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
N.12. All dealings, correspondence and contacts between the Parties shall be in English.
Version: 002. June 2020