AGREED TERMS

1. 1. INTERPRETATION

2. 1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

   Contract: the Client's purchase order and Cefar’s acceptance of it, or the Client's acceptance of a quotation for Services by Cefar under condition 2.2.

   Client: the person, firm or company who purchases Services from Cefar.

   Client's Equipment: any equipment, systems, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services.

   Client's Manager: the Client's manager for the Project, appointed in accordance with condition 6.1.

   Deliverables: all Documents, products and materials developed by Cefar in relation to the Project Plan in any form, including computer programs, data, reports and specifications (including drafts).

   Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

   In-put Material: all Documents, information and materials provided by the Client relating to the Services including, computer programs, data, reports and specifications.

   Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

   Pre-existing Materials: all Documents, information and materials provided by Cefar relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications.

   Project: the project as described in the Project Plan.

   Project Milestones: a date by which a part of the Project is estimated to be completed, as set out in the Project Plan.

   Project Plan: the detailed plan describing the Project and setting out the estimated timetable (including Project Milestones) and responsibilities for the provision of the Services agreed in accordance with condition 4.

   Services: the services to be provided by Cefar under the Contract as set out in the Project Plan, together with any other services which Cefar provides or agrees to provide to the Client.

   Cefar: Cefar Limited

   Cefar's Equipment: any equipment, including tools, systems, cabling or facilities, provided by Cefar or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.

   Cefar's Manager: Cefar's manager for the Project appointed under condition 5.3.

   VAT: value added tax chargeable under English law for the time being and any similar additional tax.

3. 1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
4. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
5. 1.4 The schedules form part of the Contract and shall have effect as if set out in full in the body of these Conditions and any reference to the Contract includes the schedules.
6. 1.5 Words in the singular shall include the plural and vice versa.
7. 1.6 A reference to writing or written includes faxes but not e-mail.
8. 1.7 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
9. 1.8 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
10. 1.9 References to conditions and schedules are to the conditions and schedules of the Contract.

11. 2. APPLICATION OF CONDITIONS

12. 2.1 These Conditions shall:
    • (a) apply to and be incorporated into the Contract; and
    • (b) prevail over any inconsistent terms or conditions contained, or referred to, in the Client's purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
13. 2.2 The Client's purchase order, or the Client's acceptance of a quotation for Services by Cefar, constitutes an offer by the Client to purchase the Services specified in it on these Conditions. No offer placed by the Client shall be accepted by Cefar other than:
    • (a) by a written acknowledgement issued and executed by Cefar; or
    • (b) (if earlier) by Cefar starting to provide the Services,

      when a contract for the supply and purchase of those Services on these Conditions will be established. The Client's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.

14. 2.3 Quotations are given by Cefar on the basis that no agreement shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that Cefar has not previously withdrawn it.

15. 3. COMMENCEMENT AND DURATION

16. 3.1 The Services supplied under the Contract shall be provided by Cefar to the Client from the date of acceptance by Cefar of the Client's offer in accordance with condition 2.2.
17. 3.2 The Services supplied under the Contract shall continue to be supplied until the Project is completed in accordance with the Project Plan unless the Contract is terminated in accordance with condition 13.

18. 4. PROJECT PLAN

19. 4.1 The Project Plan(s) shall be agreed in the following manner:
    • (a) the Client shall provide Cefar with a request for a Project Plan, setting out the requirements and specifications of the services which it is requesting from Cefar, including a description of what work is to be done, dates by which each stage of the work is requested to be started and finished, Deliverables, In-put Materials, and such other information as Cefar may request to allow Cefar to prepare a draft Project Plan;
    • (b) Cefar shall, as soon as reasonably practicable, provide the Client with a draft Project Plan; and
    • (c) Cefar and the Client shall discuss and agree the draft Project Plan and when it has been agreed, they shall both sign a copy of it and it shall become a Schedule to and subject to these Conditions.
20. 4.2 The Cefar shall charge for the preparation of the Project Plan on a time and materials basis in accordance with condition 8.
21. 4.3 Once the Project Plan has been agreed and signed in accordance with condition 4.1(c), no amendment shall be made to it except in accordance with condition 7 and condition 15.

22. 5. CEFAR'S OBLIGATIONS

23. 5.1 The Cefar shall use reasonable endeavours to manage and complete the Services, and to deliver the Deliverables to the Client, in accordance in all material respects with the Project Plan.
24. 5.2 The Cefar shall use reasonable endeavours to meet Project Milestones specified in the Project Plan, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
25. 5.3 The Cefar shall appoint Cefar's Manager in respect of each Project who shall have authority contractually to bind Cefar on all matters relating to the Project. The Cefar shall use reasonable endeavours to ensure that the same person acts as Cefar's Manager throughout the term of the Project, but may replace him from time to time where reasonably necessary in the interests of Cefar's business.
26. 5.4The Cefar shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises and that have been communicated to it under condition 6.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

27. 6. CLIENT'S OBLIGATIONS

28. 6.1 The Client shall:
    • (a) co-operate with Cefar in all matters relating to the Services and appoint the Client's Manager in relation to each Project, who shall have the authority contractually to bind the Client on matters relating to that Project;
    • (b) provide, for Cefar, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as requested by Cefar;
    • (c) provide, in a timely manner, such In-put Material and other information as Cefar may request and ensure that it is accurate in all material respects;
    • (d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing Cefar of all of it obligations and actions under this condition 6.1(d);
    • (e) inform Cefar of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
    • (f) ensure that all Client's Equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards or requirements;
    • (g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Cefar's Equipment, the use of In-put Material and the use of the Client's Equipment in relation to Cefar's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment in all cases before the date on which the Services are to start;
    • (h) keep, maintain and insure Cefar's Equipment in good condition and shall not dispose of or use Cefar's Equipment other than in accordance with Cefar's written instructions or authorisation; and
29. 6.2 If Cefar's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, sub-contractors or employees, Cefar shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
30. 6.3 The Client shall be liable to pay to Cefar, on demand, all reasonable costs, charges or losses sustained or incurred by Cefar (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Cefar confirming such costs, charges and losses to the Client in writing.
31. 6.4 The Client shall not, without the prior written consent of Cefar, at any time from the date of the Contract to the expiry of six months after the completion of the Project on termination of the Contract, solicit or entice away from Cefar or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Cefar in the provision of the Services.
32. 6.5 Any consent given by Cefar in accordance with condition 6.4 shall be subject to the Client paying to Cefar a sum equivalent to 20% of the then current annual remuneration of Cefar's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee or sub-contractor.

33. 7. CHANGE CONTROL

34. 7.1 The Client's Manager and Cefar's Manager shall meet at least once every month to discuss matters relating to the Project. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.
35. 7.2 If either party requests a change to the scope or execution of the Services, Cefar shall, within a reasonable time, provide a written estimate to the Client of:
    • (a) the likely time required to implement the change;
    • (b) any variations to Cefar's charges arising from the change;
    • (c) the likely effect of the change on the Project Plan; and
    • (d) any other impact of the change on the terms of the Contract.
36. 7.3 The Cefar may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. The Cefar may, from time to time and subject to Client's prior written consent, which shall not be unreasonably withheld or delayed change the Services, provided that where practicable, it will give the Client at least 1 months’ notice of any change.
37. 7.4 If the Client wishes Cefar to proceed with the change, Cefar has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of the Contract to take account of the change.
38. 7.5 The Cefar may charge for its time spent in assessing a request for change from the Client on a time and materials basis in accordance with condition 8.

39. 8. CHARGES AND PAYMENT

40. 8.1 Condition 8.2 shall apply if Cefar provides the Services on a time and materials basis. condition 8.3 shall apply if Cefar provides the Services for a fixed price. The remainder of this condition 8 shall apply in either case.
41. 8.2 Where the Services are provided on a time and materials basis:
    • (a) the charges payable for the Services shall be calculated in accordance with Cefar's standard daily fee rates, as amended from time to time by Cefar giving not less than three months written notice to the Client;
    • (b) Cefar's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);
    • (c) Cefar shall be entitled to charge an overtime rate of 50% of the normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Project outside the hours referred to in condition 8.2(b);
    • (d) all charges quoted to the Client shall be exclusive of VAT which Cefar shall add to its invoices at the appropriate rate;
    • (e) Cefar shall ensure that every individual whom it engages on the Services completes time sheets recording time spent, and Cefar shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 8.2(f); and
    • (f) Cefar shall invoice the Client monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 8.2. Each invoice shall set out the time spent by each individual whom it engages on the Services and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts.
42. 8.3 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Project Plan. The total price shall be paid to Cefar (without deduction or set-off) in instalments, as set out in the Project Plan on its achieving the corresponding Project Milestone. On achieving a Project Milestone in respect of which an instalment is due, Cefar shall invoice the Client for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in condition 8.4.
43. 8.4 Any fixed price and daily rate contained in the Project Plan excludes:
    • (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Cefar engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by Cefar for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Cefar; and
    • (b) VAT, which Cefar shall add to its invoices at the appropriate rate.
44. 8.5 The Client shall pay each invoice submitted to it by Cefar, in full and in cleared funds, within 30 days of receipt.
45. 8.6 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Cefar on the due date, Cefar may:
    • (a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Cefar may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
    • (b) suspend all Services until payment has been made in full.
46. 8.7 Time for payment shall be of the essence of the Contract.
47. 8.8 All sums payable to Cefar under the Contract shall become due immediately on its termination, despite any other provision. This condition 8.8 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
48. 8.9 The Cefar may, without prejudice to any other rights it may have, set off any liability of the Client to Cefar against any liability of Cefar to the Client.

49. 9. INTELLECTUAL PROPERTY RIGHTS

50. 9.1 As between the Client and Cefar, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by Cefar. Subject to condition 9.2, Cefar licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services. If Cefar terminates the Contract under condition 13.2 the Contract is terminated, this licence will automatically terminate.
51. 9.2 The Client acknowledges that, where Cefar does not own any Pre-existing Materials, the Client's use of rights in Pre-existing Materials is conditional on Cefar obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Cefar to license such rights to the Client.

52. 10. CONFIDENTIALITY AND CEFAR'S PROPERTY

53. 10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Cefar, its employees, agents or sub-contractors and any other confidential information concerning Cefar's business or its products which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client's obligations to Cefar, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
54. 10.2 All materials, equipment and tools, drawings, specifications and data supplied by Cefar to the Client (including Pre-existing Materials and Cefar's Equipment) shall, at all times, be and remain as between Cefar and the Client the exclusive property of Cefar, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Cefar, and shall not be disposed of or used other than in accordance with Cefar's written instructions or authorisation.
55. 10.3 The Client warrants and undertakes not to copy, reproduce, imitate or adapt any Deliverables, Documents, In-put Materials or Pre-existing Materials until payment in fill in accordance with clause 8 is made and agrees to indemnify Cefar in full including any costs of enforcing this provision for any breach hereof.
56. 10.4 This condition 10 shall survive termination of the Contract, however arising.

57. 11. LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

58. 11.1 This condition 11 set out the entire financial liability of Cefar (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
    • (a) any breach of the Contract;
    • (b) any use made by the Client of the Services, the Deliverables or any part of them; and
    • (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
59. 11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
60. 11.3 Nothing in these Conditions limits or excludes the liability of Cefar:
    • (a) for death or personal injury resulting from negligence; or
    • (b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Cefar; or
    • (c) for any liability incurred by the Client as a result of any breach by Cefar of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
61. 11.4 Subject to condition 11.2 and condition 11.3
    • (a) Cefar shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
      • (i) loss of profits; or
      • (ii) loss of business; or
      • (iii) depletion of goodwill and/or similar losses; or
      • (iv) loss of anticipated savings; or
      • (v) loss of goods; or
      • (vi) loss of contract; or
      • (vii) loss of use; or
      • (viii) loss of corruption of data or information; or
      • (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
    • (b) Cefar's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

62. 12. DATA PROTECTION

63. The Client acknowledges and agrees that details of the Client's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Cefar in connection with the Services.

64. 13. TERMINATION

65. 13.1 The Contract shall terminate automatically on completion of the Project in accordance with the Project Plan.
66. 13.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than three months written notice or immediately on giving notice to the other if:
    • (a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
    • (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
    • (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
    • (d) a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
    • (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
    • (f) the other party ceases, or threatens to cease, to trade; or
    • (g) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or
    • (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
67. 13.3 On termination of the Contract for any reason:
    • (a) the Client shall immediately pay to Cefar all of Cefar's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Cefar may submit an invoice, which shall be payable immediately on receipt;
    • (b) the Client shall, return all of Cefar's Equipment, Pre-existing Materials and Deliverables. If the Client fails to do so, then Cefar may enter the Client's premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
    • (c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

68. 14. FORCE MAJEURE

69. The Cefar shall have no liability to the Client under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Cefar or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

70. 15. VARIATION

Subject to condition 4 and condition 7, no variation of the Contract or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

71. 16. WAIVER

72. 16.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
73. 16.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

74. 17. SEVERANCE

75. 17.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
76. 17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
77. 17.3 The parties agree, in the circumstances referred to in condition 17.1 and if condition 17.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of the Contract shall be suspended while an attempt at such substitution is made.

78. 18. STATUS OF PRE-CONTRACTUAL STATEMENTS

79. Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

80. 19. ASSIGNMENT

81. 19.1 The Client shall not, without the prior written consent of Cefar, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
82. 19.2 The Cefar may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

83. 20. NO PARTNERSHIP OR AGENCY

84. Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

85. 21. RIGHTS OF THIRD PARTIES

86. The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

87. 22. NOTICES

88. Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 22 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

89. 23. GOVERNING LAW AND JURISDICTION

90. 23.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
91. 23.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

92. This agreement has been entered into on the date stated at the beginning of it.