LOA Terms & Conditions
How we use a Letter of Authority to access supplier data
This Terms and Conditions document sets out the basis on which EIC Partnership (“we”, “us”, “our”) is authorised to act on your behalf in dealings with utility suppliers and relevant third parties.
It applies when you sign and return a Letter of Authority to us in connection with our procurement, bureau, and consultancy services. The LOA allows us to request, access, and manage utility data and contracts in line with your agreed scope of services.
By way of summary, this policy covers:
1.1 Interpretation
“Agreed Purpose”
the performance by each party of its obligations under the Contract and these Conditions and the performance of the Services in accordance with the Contract and these Conditions.
“Assumptions”
shall mean the assumptions detailed in the Proposal.
“Business Day”
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Client”
the entity to whom Services are provided by EIC and identified in the Proposal
“Commission”
the commission payable by the Supplier to EIC for the provision of Services to the Client
“Conditions”
these terms and conditions as amended from time to time in accordance with clause 15.8
“Confidential Information”
any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
“Contract Commencement Date”
shall have the meaning in clause 2.4
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures”
as defined in the Data Protection Legislation.
“Data Discloser”
a party that discloses Shared Personal Data to the other party.
“Data Protection Legislation”
all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
“EIC”
shall have the meaning in the Proposal.
“EIC Partnership”
shall have the meaning in the Proposal.
“Group”
in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
“Letter of Authorisation”
shall mean the letter signed by the Client on the Client’s headed paper, authorising EIC to negotiate and accept contract prices on behalf of the Client and to deal directly with Suppliers for the purpose of obtaining those contract prices, and any other information reasonably requested by EIC relating to the provision of the Services.
“Permitted Recipients”
(i) employees of EIC or employees of any member of EIC’s Group, (ii) any member of EIC’s Group, (iii) any third parties engaged by EIC or any member of its Group to perform obligations in connection with this Contract and (iv) all those persons listed in EIC’s Privacy Policy as being persons with whom EIC may disclose personal data.
“Proposal”
the document setting out details of the proposed Services of EIC.
“Shared Personal Data”
the personal data to be shared between the parties under clause 8.1. Shared Personal Data shall include:
(a) contact information of each party such as name, address, title, contact details (including phone number, fax number and email address) and contact information such as name, address, title, contact details (including phone number, fax number and email address) relating to people within each party’s organisation; and
(b) information to assist EIC with providing the Services to the Client.
“Services”
the exclusive services performed by EIC for the Client in accordance with these Conditions as set out in the Proposal.
“Site(s)”
the property, premises or locations owned, used or occupied by the Client at which or in relation to which Services are provided, as detailed in the Proposal.
“Supplier(s)”
the supplier(s) of electricity, gas and water supplies to the Client.
“Supply Contract”
the contract(s) the Client is to enter into with the Supplier for the provision of utilities, which EIC shall procure as part of its Services.
“UK GDPR”
has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Any descriptive documents or information published on the EIC Partnership’s website, are issued or published for the sole purpose of giving an approximate idea of the Services and shall not form part of this Contract.
2.3 The Client’s written or oral request made by an authorising individual of the Client for Services, by confirming their agreement to the Proposal by signing the Letter of Authorisation, constitutes an offer by the Client for EIC to provide the Services in accordance with these Conditions.
2.4 The Client’s request for Services, as per clause 2.3, shall be deemed to be accepted by EIC on the earlier of, the date EIC confirms (whether orally or in writing) that it has accepted the Proposal or the date EIC has commenced providing the Services, at which point the Contract shall come into existence (“Contract Commencement Date”).
2.5 Unless otherwise terminated by the Contract, this Contract shall continue until the completion of the Services, whereupon it shall automatically expire.
2.6 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of EIC which is not set out in the Contract.
3.1 EIC does not guarantee that it will find a Supplier that the Client considers appropriate and does not guarantee that the Client will enter into new contracts with Suppliers, or that the results will meet the Client’s expectations.
3.2 Through its Services, EIC will search the market and provide potential Suppliers for the Client. Whilst EIC is not affiliated or connected with any Suppliers, EIC does not search every potential available Supplier but limits its searches to areas of the market it determines. Therefore, EIC cannot guarantee (and provides no warranty) that the Suppliers it presents to the Client are the most suitable for the Client.
3.3 EIC relies on trade information and other external resources being up to date and accurate. EIC shall use reasonable endeavours to check and verify such information but shall not be liable for any information or resources of third parties that EIC has relied upon in the provision of its Services.
3.4 EIC is not regulated and does not provide regulated or financial advice, nor does it provide legal or tax advice. EIC does not provide tailored or specific advice to its clients. The Services EIC provide and options EIC offer, are based on EIC’s market experience, and shall not be considered advice upon which Clients shall rely.
3.5 Given the nature of the market, information provided by EIC may become out of date quickly. EIC shall use reasonable endeavours to keep all information it provides up to date but shall not be liable to the Client in the event the Client does not act promptly, and this results in a change to the information or options available to the Client.
3.6 The Client is responsible for the overall commercial decision and entry (including execution) of the Supply Contracts and may choose how to proceed at its sole discretion. The Client’s capital may be at risk. EIC’s role is to source and procure possible options based on the information provided by the Client.
3.7 The Client is under no obligation to agree to enter into Supply Contracts.
3.8 EIC shall use reasonable endeavours to procure and negotiate Supply Contracts with Suppliers on behalf of the Client. Where EIC acts as agent and has exercised due care in its role as agent, EIC shall not be responsible for the acts and omissions of the Suppliers or any other third parties and EIC provides no warranty in relation to the Suppliers (including where the Suppliers breach the Supply Contracts or otherwise fail to perform their duties).
3.9 Whilst EIC shall familiarise itself with the Supply Contracts and shall act in accordance with the Supply Contracts. The Client shall be the contracting party to the Supply Contracts and therefore it is the Client’s responsibility to do their own due diligence in terms of the suitability of the Supplier and to review, consider and adhere to the terms and conditions of the Supply Contracts.
3.10 EIC shall comply with all reasonable and lawful instructions of the Client concerning its requirements, in connection with the provision of the Services.
3.11 EIC staff are not permitted to provide advice or recommendations or opinions on procurement options in respect of Supply Contracts. In the event EIC staff do provide recommendations or advice, this is their personal view of the staff member and not the opinion of advice of EIC, and the Client shall not rely on this.
3.12 The Client may be required to undertake third party credit checks in order to enter into a Supply Contract. The Client hereby provides its consent to this.
4.1 The Client acknowledges that EIC will require information from it to carry out the Services and the Client agrees to provide EIC with such information as may be required by EIC, in a format acceptable to EIC, and to keep EIC informed as changes occur, in particular the Client agrees to provide EIC with:
4.1.1 details of and changes to the supply Sites;
4.1.2 invoices – a minimum of the last utility invoices for each supply Site and meter point covered by this Contract and preferably invoices for a full 12 months;
4.1.3 half hourly data – any available data relating to the half hourly electricity consumption for Client supply locations with the appropriate meter installed;
4.1.4 Supplier contracts – copies of all existing electricity and gas supply contracts and copies of any renewal prices as they are notified;
4.1.5 contacts – names, addresses, titles, telephone, fax and e-mail address of Client personnel selected to be the Client’s key contacts.
4.2 The Client acknowledges and agrees that in addition to the information to be supplied by the Client, EIC may seek such further information and/or make additional enquiries insofar as EIC, at its discretion, thinks appropriate, including requests to Suppliers.
4.3 The Client acknowledges that any failure or delay to provide the information or to provide any required consents or confirmations, may affect EIC’s ability to carry out the Services, including the timing of its approach to the market for the purpose of obtaining energy prices. EIC shall have no liability to the Client for any failure or delay in EIC providing the Services to the Client due to the Client’s failure or delay in providing such required information.
4.4 The Client acknowledges that once all the required information has been supplied by the Client to EIC there may be a further period of time before EIC are able to provide the Services due to, among other things, the Supplier performing a credit checking process, collecting data from EIC, shaping such data for the Client. EIC shall keep the Client updated as to progress during this period and shall inform the Client when it is able to commence the Services.
4.5 The Client acknowledges that delays caused by a Supplier will impact EIC’s commencement of the provision of the Services. Such delays are outside EIC’s reasonable control and EIC accepts no liability for delays caused by any Suppliers.
4.6 The Client acknowledges and agrees that EIC, in carrying out the Services, shall use any information supplied by the Client in accordance with these Conditions and that EIC shall process and store such information together with data obtained by EIC from Suppliers. Such information shall be retained by EIC for the duration of the Contract and for a period thereafter for as long as reasonably necessary to fulfil the purposes EIC collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements.
5.1 The Client shall:
5.1.1 promptly respond to EIC and provide all permissions, consents and approvals required in a prompt manner (and where required, provide such authorisations in writing).
5.1.2 ensure that the terms detailed in the Proposal are complete and accurate, and if they become inaccurate during the provision of the Services, shall promptly notify EIC of any changes or updates (including but not limited to changes in relation to usage demands and Sites);
5.1.3 co-operate with EIC in all matters relating to the Services;
5.1.4 provide EIC with such information and materials as EIC may reasonably require in order to supply the Services, and ensure that such information is accurate in all respects;
5.1.5 adhere to the terms and conditions of supply for the Client’s existing and future Suppliers;
5.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
5.1.7 not disclose any pricing information provided by EIC as this is considered Confidential Information and intended for the Client’s use only;
5.1.8 ensure that EIC is party to all communications between the Client and Supplier during the provision of the Services;
5.2 If EIC’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
5.2.1 EIC shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays EIC’s performance of any of its obligations;
5.2.2 EIC shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from EIC’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3 the Client shall reimburse EIC for reasonable costs or losses sustained or incurred by EIC arising directly or indirectly from the Client Default.
6.1 EIC shall:
6.1.1 co-operate with the Client in all matters relating to the Services;
6.1.2 shall supply the Services using reasonable care and skill;
6.1.3 at all times act with reasonable diligence to procure the Services expeditiously;
6.1.4 reasonably assist the Client in obtaining and maintaining all necessary licenses, permissions and consents which may be required before the date on which the any new Supply Contract is to start.
6.2 EIC shall use reasonable endeavours to meet any performance dates specified in the Proposal, but unless agreed otherwise, any such dates are estimates only and time shall not be of the essence for the performance of the Services.
7.1 The Client shall be solely responsible for the accuracy of data and information provided to EIC and EIC shall rely on the data and information provided to it by the Client for the performance of the Services and under no circumstances shall EIC be liable to the Client for any losses incurred by the Client due to inaccuracies in such data or information.
7.2 The Client shall indemnify EIC against all damages, losses, claims, liabilities and expenses resulting from EIC’s use of data provided by the Client that subsequently turns out to be inaccurate, misleading or not up-to-date.
8.1 This clause 8 sets out a framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will disclose to the other party Shared Personal Data collected by the Data Discloser.
8.2 Both parties will comply with all the obligations imposed on a controller under the applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.3 Without prejudice to the generality of clause 8.2, the Client will:
8.3.1 ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to EIC for the duration and purposes of the Contract; and
8.3.2 give full information to any data subject whose personal data may be processed under the Contract of the nature of such processing. This includes giving notice that, on the termination of this Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees.
8.4 Without prejudice to the generality of clause 8.2, each party shall:
8.4.1 process the Shared Personal Data only for the Agreed Purposes;
8.4.2 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
8.4.3 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Conditions;
8.4.4 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
8.4.5 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
8.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
8.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
8.5.2 promptly inform the other party about the receipt of any data subject rights request;
8.5.3 provide the other party with reasonable assistance in complying with any data subject rights request;
8.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
8.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
8.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
8.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Contract unless required by law to store the Shared Personal Data;
8.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
8.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and
8.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
9.1 The Client is not required to pay for the Services, however, EIC shall receive a Commission from the Supplier, upon entry by the Client to a Supply Agreement.
10.1 Each party undertakes that it shall not at any time disclose to any person, Supplier or third party any Confidential Information except as permitted by clause 10.2 and clause 10.3.
10.2 Each party may disclose the other party’s confidential information:
10.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 10; and
10.2.2 as may be required by law, court order or any governmental or regulatory authority.
10.3 EIC shall be permitted to share Client Confidential Information with third parties including Permitted Recipients (which may include Suppliers or potential Suppliers), as it deems necessary in order to enable it to provide the Services.
10.4 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Contract.
10.5 This clause 10 shall survive termination of the Contract.
11.1 The Client warrants to EIC:
11.1.1 that the person signing the Letter of Authorisation, is an authorised signatory of the Client, and can bind the Client;
11.1.2 that the Client has legal capacity to enter into and to perform this Contract and has not entered, and will not enter, into any professional, legal or other commitment which will or may conflict with their doing.
12.1 Nothing in this Contract limits any liability which cannot legally be limited, including but not limited to liability for:
12.1.1 death or personal injury caused by negligence;
12.1.2 fraud or fraudulent misrepresentation; and
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 EIC shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of agreements or contracts, damage to goodwill and reputation, (notwithstanding clause 12.3.1) loss of or corruption to data or any indirect or consequential loss arising under or in connection with the Contract.
12.3 Subject to clause 12.1 and 12.2 EIC’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall:
12.3.1 in respect of loss arising from EIC’s failure to comply with its data protection obligations under clause 8 shall not exceed the sum of £10,000; and
12.3.2 for all other loss or damage which does not fall within clause 12.3.1, shall not exceed £10,000.
12.4 This clause 12 shall survive termination of the Contract.
12.5 The Client acknowledges that EIC has agreed to provide the Services on the basis that EIC will exclude or limit its liability as set out in these conditions, and it is the Client’s responsibility to ensure it has adequate protection and insurance in place to protect against any potential loss including in respect of the Supply Contracts.
12.6 The Client shall indemnify EIC against all damages, losses, claims, liabilities and expenses, resulting from the Client disclosing to any person, Supplier or any third party without EIC’s consent:
12.6.1 the existence and terms of the Contract; or
12.6.2 the existence of the relationship between the Client and EIC;
12.6.3 the Client or any third party on the Client’s behalf requesting EIC to provide any current or historical information or data relating to the Client and/or the Services provided to it.
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach;
13.1.2 the other party is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; an application is made to court, or an order is made, for the appointment of an administrator or administrative receiver; or the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
13.2 Without limiting its other rights or remedies, EIC may terminate the Contract with immediate effect by giving written notice to the Client if:
13.2.1 the Client acts in a way which in EIC’s reasonable opinion, could damage or materially impact the brand or production of EIC;
13.2.2 the Assumptions are incorrect or become incorrect; or
13.2.3 the Client’s financial position deteriorates to such an extent that in EIC’s opinion the Client’s capability to adequately fulfil its obligations under this Contract or a Supply Contract has been placed in jeopardy.
13.3 Without limiting its other rights or remedies, EIC shall have the right to suspend provision of the Services under the Contract if the Client becomes subject to (or EIC reasonably believes the Client is about to become subject to) any of the events listed in clause 13.1.2.
14.1 On termination of the Contract for any reason:
14.1.1 EIC shall cease to provide the Services;
14.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15.1 Force majeure:
15.1.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of EIC including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of EIC 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 subcontractors.
15.1.2 EIC shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.1.3 If the Force Majeure Event prevents EIC from providing any of the Services for more than four (4) weeks, EIC shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
15.2 Conflict: In the event of a conflict between these Conditions and the Proposal, the provisions detailed in the Proposal shall prevail.
15.3 Notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
15.4 Waiver:
15.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.5 Severance:
15.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in these Conditions any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by EIC.
15.9 Assignment and other dealing:
15.9.1 EIC may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any manner with any or all of its rights and obligations under the Contract.
15.9.2 The Client 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 Contract.
15.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.