Melius Cyber Consultancy Ltd Software Subscription Service Agreement
Valid for all clients who signed the agreement between 1st August 2022 and 30th May 2023
This is the Software as a Service (SaaS) Subscription Agreement for the Melius Cyber Consultancy Limited, Cyber Safe software service herein referred to as Cyber Safe.
In this Agreement “we”, and “us” means Melius Cyber Consultancy Limited of Suite 2, Hadrian House, Beaminster Way East, Newcastle upon Tyne, NE3 2ER.
By completing and submitting the online registration form and/or accessing our software you represent either:
(i) (If you are using the service as an individual) that you are over the age of 18 to register for the service; or
If you are entering into this Agreement on behalf of your company, the Term “you” and “customer” in this Agreement means your company and all of its employees.
You are agreeing to all the terms of this Service Subscription Agreement (“Agreement”)
Definitions
The following definitions apply to this Contract:
Annual Fees or Monthly Fees means the recurring fees payable by Customer in order to continue to use the Service. Such Fees shall be exclusive of VAT or other sales taxes.
Authorised User means each individual person or third party agent/representative employed by the Customer as using and/or accessing the Software as authorised by the Customer to use the SaaS Service.
Charges means any or all charges payable under this Contract including any one-off charges, Annual Fees and ad-hoc fees owing by Customer to Melius Cyber Consultancy Limited as detailed in a Statement of Work.
Cloud means the on-demand availability of computer system resources, especially data storage and computing power, without direct active management by the user.
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers to the other party. including but not limited to all system configurations, user guidance, training handout, proprietary data whose disclosure to third parties may be damaging and other similar information, and any Software or materials which have been or will be supplied to the Customer by Melius in connection with this Contract.
Contract means these Melius SaaS Terms and Conditions and the signed Contract which together make the agreement between Customer and Melius.
Customer means the entity shown on the signed Contract.
CyberSafe means the software being provided by the Service.
Documentation means the standard user guides and manuals made available to the Customer by Melius, as updated from time to time.
Endpoint means any device that is physically an end point on a network i.e. Laptops, desktops, mobile phones, tablets, servers, and virtual environments.
GDPR means the EU General Data Protection Regulation being Regulation (EU) 2016/679. ICO means the Information Commissioner’s Office or any replacement authority in the UK.
Intellectual Property Rights/IPR means all intellectual and industrial property rights including copyright, licence, patents, know-how, trademarks, trade names, inventions, registered designs, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, database rights, and any other rights in any invention, discovery or process, 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.
Maintenance Release shall mean a new release of the Software that is substantially the same as the current Software, which is issued to remove known errors or otherwise improve or enhance the Software but does not constitute a New Version.
New Version shall mean a release of the Software that incorporates significant new or additional functionality and features which is not a Maintenance Release.
Melius means Melius Cyber Consultancy Limited, company number 11803541, who’s registered office is at Suite 2, Hadrian House Street, Beaminster Way East, Newcastle upon Tyne NE3 2ER.
Open-Source Software means software that is supplied on an “as is” basis and is supplied to Customer with all of the rights granted under the applicable licence.
Contract (Contractual Agreement) means the agreed and signed document detailing the service provision and agreed Charges.
SaaS Service means the cloud-hosted CyberSafe solution provided by Melius, comprising the Software and the Documentation, as updated by Melius from time to time.
SaaS Service Support means any services provided by Melius under this Subscription Agreement as detailed in the signed Contract or subsequent Statement of Work (SOW) documents.
Software means the software, which may include Open Source Software that is licensed to, or made available to the Customer under this Contract, as listed in the Contract, together with any updates or Maintenance Releases (but excludes New Versions).
Start Date means the date shown in the Contract when the Software is ready for use in a live environment by Customer and when Support Services start.
Statement of Work (SOW) means the document detailing the scope of works for services to be provided, deliverables and timetable and is governed by the terms and conditions set out in this Agreement.
Support Services means the management and maintenance services for the Software as described in the Contract.
Working Day means 0900 – 1700 hours on a Monday to Friday excluding English public holidays.
Terms & Conditions
Formation of Contract
1.1 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
1.2 Words in the singular shall include the plural and vice versa.
1.3 Both parties agree that the Contract and the signed Contract is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications to the Contract must be in writing signed by both parties, except as otherwise provided herein.
Cyber Safe Plus
2.1 The service provision is by a Cloud hosted dashboard interface, penetration testing, threat detection and scanning tools, data encryption, data transmission, data access and data storage.
Contract Term
3.1 This Contract will be in force as specified in the signed Contract, from the Start Date, and thereafter it shall continue until it is terminated:
3.1.1 by either party on 90 days written notice to the other party, such notice to expire at the end of the minimum period or the next anniversary of the Start Date; or
3.1.2 otherwise in accordance with the terms of this Contract.
3.2 In consideration of the Customer paying the Charges, Melius agrees to provide the Services including the Documentation in accordance with the terms and conditions of this Contract.
SaaS Service
4.1 For the term of this Contract, the SaaS Service will be provided across the agreed number of Endpoints specified in the signed Contract. As such the service can be extended across a further [10] endpoints at no additional Charge.
4.1.1 In the event that the Customer requires further End-points to be monitored as part of the Service then this shall be subject to a Statement of Work, agreed between the parties and will be subject to separate Charges.
4.2 For the term of this Contract, Melius grants to you/the Customer a non-transferable, and non-exclusive right to use the SaaS Service for Customer’s own internal business purposes only.
4.3 Customer may make such copies of the Documentation as are reasonably necessary for its use of the SaaS Service and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall be subject to the terms and conditions of this Contract.
4.4 Customer agrees that:
4.4.1 Except to the extent permitted by law, Customer shall not, nor permit any third party to, adapt or modify the SaaS Service, or decompile, reverse engineer, disassemble or otherwise derive the source code or derivative works of the SaaS Service.
4.4.2 It will take security measures sufficient to reasonably safeguard the SaaS Service and Documentation from access by unauthorised third persons.
4.5 The Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do so.
4.6 Customer may permit Authorised Third Parties to access the SaaS Service and Documentation provided that:
4.6.1 It obtains Melius prior written approval before any access is granted;
4.6.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and such access is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement.
Customer Obligations
5.1 Customer agrees it will:
5.1.1 only use the Products, Services and Software for its own internal business purposes;
5.1.2 comply with the terms and conditions of this Contract,
5.1.3 pay the Charges to Melius;
5.1.4 permit reasonable access by Melius to its sites in order for Melius to perform its obligations under this Contract and cooperate, as necessary, with Melius in relation to the provision of the Services;
5.1.5 ensure that its network and systems comply with the relevant specifications provided by Melius from time to time;
5.1.6 where Melius personnel are required to work at Customer premises, ensure that its personnel provide all reasonable assistance to them including desk space and wireless connection, as and when required by Melius to discharge its obligations, and in particular take all measures necessary to comply acts, regulations and codes of practice relating to health and safety, which may apply;
5.1.7 when notified by Melius implement promptly any Maintenance Releases or other fixes, patches or upgrades of any system software necessary for the successful operation of the Software;
5.1.8 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to the Customer by Melius from time to time. Melius shall not be liable for Customer’s inability to access the SaaS Service if it is due to the Customer’s inability to establish an internet connection, or not having their browser set to the correct type and version, for accessing the SaaS Service
5.2 Customer shall indemnify Melius, keep Melius indemnified and hold Melius harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Melius caused by, or in any way connected with Customer’s use of the SasS Service or the unauthorised use of the SaaS Service by any third party whether through breach of this Contract or any other negligent or wrongful act.
5.3 Customer shall allow Melius reasonable access, as required, to provide the Services and/or undertake an audit of its use of the Software.
5.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.
Services
6.1 Melius shall provide the SaaS Service using reasonable care and skill.
6.2 Support Services will be provided by Melius subject to Customer paying the Charges each year from the Start Date until this Contract is properly terminated. No refund will be given for Charges paid in advance on termination.
6.3 The Support Services will be provided by Melius on Working Days, either at Melius sites or at the Customer’s sites.
6.4 Customer will give to Melius promptly on request such information and documents as Melius reasonably requires for the provision of the Services.
6.5 If the dates scheduled for delivery of the SaaS Services are deferred or cancelled by the Customer, Melius may revise any scheduled date for completion of any part of the Services and/or by giving seven days written notice suspend the SaaS Services.
6.6 Melius shall not be liable for any failure to provide or delay in providing the Services, arising out of or in connection with any:
6.6.1 act or omission of Customer or its employees, agents or subcontractors which affects Melius’s ability to provide the Services;
6.6.2 inaccurate or incomplete data, information or documentation provided by the Customer;
6.6.3 failure by any third party to fulfil its obligations to the Customer;
6.7 Acceptance of the SaaS Service will be when the SaaS Service is ready for use by the Customer.
6.8 If the Customer or any of its Authorised Users requests the same or substantially the same advice or assistance on more than one occasion; or makes requests which may reasonably be considered excessive or an abuse of the Support Service, or requests advice or assistance for matters which a reasonable trained user ought to be able answer or solve for themselves, then Melius may do all or any of the following at its sole discretion:
6.8.1 require the Customer to take reasonable action with respect to the particular Authorised User(s) concerned;
6.8.2 refuse to answer any further such requests for advice or assistance: or
6.8.3 require the Customer to provide further training to its Authorised Users, and the Customer shall pay an additional charge for any such training provided by Melius.
6.9 This Contract also acts as an umbrella agreement, which sets out the general terms for the supply of additional related software and services by Melius to the Customer, when so requested from time to time. Such additional software and services and any particular special terms and conditions applicable to the supply thereof shall be set out in a Statement of Work order. If Melius provides any additional software or services Customer shall be charged separately for the provision of these at Melius’s then prevailing rates for such software or services.
Warranties
7.1 Customer acknowledges that:
7.2.1 software in general is not error free and that the existence of such errors in the Software shall not by themselves constitute a breach of this Contract;
7.2.2 the SaaS Service is not bespoke and has not been prepared to meet Customer’s individual requirements.
7.3 Melius warrants that it will carry out the Services with reasonable skill and care. In the event of a breach of the warranty under this clause 7.3 and provided such breach is reported to Melius within a reasonable time (given the nature of the Service) after completion of the Service and, Melius shall re-perform the Service without additional charge to Customer within a reasonable period of time.
7.4 Melius warrants that it shall use its commercially reasonable efforts so that no viruses are coded or introduced into the systems used to provide the SaaS Service.
7.5 Melius does not warrant that the SaaS Service will be entirely error free nor that the Customer’s use of the SaaS Service will be uninterrupted and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the SaaS Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.6 Melius warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
7.7 This Clause 6 constitutes the only warranties given by Melius in respect of the Services. Express terms of this Contract are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
Intellectual Property Rights
8.1 All Intellectual Property Rights in the SaaS Service including the Software belong to Melius or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer.
8.2 Melius shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the SaaS Service without restriction.
8.3 The Customer hereby grants to Melius a non-exclusive, non-transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract. 8.4 Melius shall defend or, at its option, settle any claim brought against Customer that its authorised use of the SaaS Service, excluding third party software and open-source software, in the UK and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that:
8.4.1 Customer notifies Melius immediately; 8.4.2 Customer provides all information and assistance as Melius reasonably requires at Melius’s cost, and Customer does not prejudice the defence of such claim;
8.4.3 Melius is given immediate and complete control of such claim; and
8.4.4 the claim does not arise from any unauthorised use or alteration to the SaaS Service or Customer’s use of the SaaS Service after notice of alleged infringement is known. 8.5 In the event that a claim as contemplated by clause 7.4 is made or in Melius’s opinion is likely to be made, Melius may at its option:
8.5.1 obtain the right for Customer to continue to use the SaaS Service;
8.5.2 change or replace all or any part of the SaaS Service; or
8.5.3 terminate this Contract immediately on written notice.
8.6 Clauses 8.4 and 8.5 state the entire liability of Melius in respect of any claim as contemplated by clause 8.4.
Confidentiality
9.1 Our policy is to respect the privacy of our users. We shall hold information such as your name, address and telephone number to enable us to fulfil the Contract.
9.1.1 Such information may from time to time be used to help improve Melius offerings, promote additional services and communicate other information that we believe would be useful.
9.1.2 We will not share, rent, sell, or trade personal information (including e-mail addresses) that identifies our customers or users to third parties without the consent of the Customer. We will not share, rent, sell, or trade data contained in your account.
9.2 Customer shall, as a Controller, comply with, and not cause Melius to breach, the Data Protection Legislation.
9.3 The Customer shall ensure it has a legal basis to and has fulfilled all its obligations that entitle it to, share the Contract Personal Data with Melius.
9.4 In interpreting the Data Protection Legislation the parties shall have regard to all guidance and codes of practice issued by the ICO or any other body with regulatory authority in relation to the Processing of the Contract
Confidentiality
10.1 Both parties shall keep the other party’s Confidential Information confidential and unless it has the prior written consent of the other shall not:
10.1.1 use or exploit the Confidential Information in any way except for carrying out its obligations under this Contract;
10.1.2 disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Contract;
10.1.3 copy, reduce to writing or otherwise record the Confidential Information except as necessary for this Contract; and use, reproduce, transform, or store the Confidential Information in an externally accessible computer system or transmit it in any form or by any means whatsoever outside of its usual places of business.
10.2 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.2 it takes into account the reasonable requests of the other party in relation to the content of this disclosure.
10.2.1 can be shown by the Recipient to the reasonable satisfaction of the Discloser to have been known by the Recipient and to be at its free disposal before disclosure by the Discloser;
10.2.2 came lawfully into the possession of the Recipient from a third party who is free to make a non-confidential disclosure of the same, without any obligation of confidentiality being imposed upon the Recipient in respect thereof by such third party.
10.3 Melius may publicise the fact that it has been engaged by the Customer to provide the SaaS Service, and is licensed to copy and reproduce any names or logos of the Customer for this purpose on its website and in any promotional materials, proposals and tenders. No press release will be issued without the Customer’s prior consent.
Charges
11.1 The Customer shall pay the Charges in accordance with the Contract and this clause 9.
11.2 All amounts and fees stated or referred to in this Contract shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to Melius’s invoice(s) at the appropriate rate.
11.3 Where SaaS Service Support Services are provided on a time and materials basis they will be at the rates current at the time of provision of the service. Where specific daily rates are quoted these are only valid for 3 months following the date of signing this Contract (or any later date noted in the signed Contract or Statement of Work). Unless otherwise stated in these documents, invoices for work carried out on a time and materials basis will be raised monthly in arrears based on time actually worked on the chargeable activities covered by this Contract (as recorded by Melius staff on Melius’s internal systems).
11.4 Any SaaS Service Support Services provided outside of a Working Day will be chargeable at the then current time and materials rates plus 50%.
11.5 If Melius has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Melius, Melius may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the SaaS Service and Melius shall be under no obligation to provide any or all of the SaaS Service while the invoice(s) concerned remain unpaid.
11.6 If the provision of the SaaS Services is cancelled, suspended or deferred under clause 5.2 Melius will:
11.6.1 be entitled to payment by Customer for all work done up to such deferment cancellation or suspension (including payment of the Annual Fees); and
11.6.2 where able redeploy such staff but in the event the days cannot be re-assigned Melius may charge for these. The rates chargeable for cancellation or deferment where there is: (I) less than 48 hours’ notice is 100% per day; (ii) less than 7 days’ notice is 75% per day; and (iii) more than 7 days’ notice is 50% per day; together with any expenses already incurred or non-refundable e.g. train or air fares. 11.7 Melius may modify its fees and Charges in line with the then current prices of Melius and its suppliers, as follows:
11.7.1 except for third party costs, the percentage increase shall not exceed the percentage increase (if any) of the United Kingdom rate of the retail prices index as published by the Office for National Statistics from time to time but not more than once per year, or as otherwise agreed in the signed Contract; and
11.7.2 in respect of third party costs over which Melius has no control (for example Microsoft licensing charges) the percentage increase shall match the increase applied by the third party.
11.8 Melius may increase the charges at any time to take into account third party costs, over which Melius has no control (for example, energy and Microsoft licensing charges) and apply the increase to the charges to match the increase applied by such third party, in respect of that element of the charges. Melius may not apply such increase retrospectively and will not pass on such increase to Customer where the increase is less than 5% of the third party element. On request Melius shall provide evidence of such increase applied by the third party.
11.9 Unless specifically shown as inclusive of expenses in the Contract, all prices referred to in this Contract are exclusive of transport, travel, subsistence or out of pocket expenses incurred by Melius in carrying out the Services. Such reasonable expenses will be charged to Customer in accordance with Melius’ expenses policy.
11.10 Where the Customer requires a purchase order to be raised in order to facilitate payment of invoices, the Customer agrees to raise such purchase order in a timely fashion so as not to delay payment of Melius invoices in accordance with this clause 10. Notwithstanding this, the Customer agrees that any failure to raise a purchase order does not prevent Melius from raising invoices and any delay or lack of a purchase order does not relieve the Customer from paying valid invoices.
11.11 Melius reserves the right (in addition to any other remedies which may be available to it) to charge an administrative fee on overdue amounts on a daily basis from the original due date at the uncompounded rate of Bank of England base rate plus 8.00%, calculated daily on the total outstanding amount inclusive of VAT, the Customer agrees that such administrative fee is a genuine pre-estimate of the cost and loss suffered by Melius for late payment of invoices.
Termination
12.1 Either party may, without prejudice to any other remedies it may have, terminate this Contract forthwith at any time by giving notice in writing to the other party:
12.1.1 if the other party commits any material breach of this Contract provided that if the breach is remediable then the notice of termination shall not be effective unless the party in breach fails within thirty (30) days of the date of such notice to remedy the breach complained of; or
12.1.2 if one party suffers for a period of 30 consecutive days or more a force majeure event described in clause 15.2; or
12.1.3 if the other party ceases to carry on business or a substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation or reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due or other similar event.
12.2 If the Customer fails to pay any payment which is payable under this Contract by the due date and Melius serves notice of this fact on the Customer, and the Customer fails to pay same within a further 14 days after such notice, then Melius shall be entitled to terminate this Contract by further notice given at any time after the expiry of such 14 day period.
12.3 On expiry or termination of this Contract, Melius shall cease to be obliged to provide the SaaS Service under this Contract.
12.4 On expiry or termination of this Contract the right to use the SaaS Service including the Software and Documentation granted under this Contract shall cease and the Customer shall not use the SaaS Service.
12.5 On termination each party shall return and make no further use of the Software or Documentation.
12.6 On termination of the SaaS Service, for any reason other than a valid termination of this Contract by Melius under clause 10.1, Melius will, if requested before or within 7 days after such termination, for an additional charge, provide services to assist the Customer to migrate to a replacement, service including assisting in the transfer of any Customer data held by Melius.
12.7 Termination of this Contract shall not affect any accrued liabilities, rights, obligations or liability of the parties as at the date of termination, or arising as a result of termination.
12.8 The accrued rights and remedies of the parties as at termination shall not be affected by clauses which expressly or by implication have effect after termination shall continue in full force and effect.
Limits of Liability
13.1 Neither party excludes or limits liability to the other party for:
13.1.1 any breach of any obligations implied by section 12 of the Sale of Goods Act 1979; or 13.1.3 fraud or fraudulent misrepresentation.
13.2 Each party’s liability to the other in respect of any loss of, or damage to, physical property of the other whether in contract, or otherwise arising from, or in connection with, this Contract shall be limited to [£1,000,000] in aggregate.
13.3 Notwithstanding anything to the contrary in this Contract, but subject to clause 13.1 neither Melius nor Customer shall be liable to the other for any of the following (whether or not the party being claimed against was advised of, or knew of, the possibility of such losses) whether arising from negligence, breach of contract or otherwise:
13.3.1 loss of profits, loss of business, loss of revenue, loss of contract, loss of goodwill, loss of anticipated earnings or savings (whether any of the foregoing are direct, indirect or consequential loss or damage); or
13.3.2 loss of use or value of any data or equipment including software, wasted management, operation or other time (whether any of the foregoing are direct, indirect or consequential); or
13.3.3 any indirect, special or consequential loss or damage; or
13.3.4 the poor performance, or lack of connectivity, or lack of availability of the Internet or telecommunications or hardware; 13.3.5 is loss or damage to the other party’s or any third party’s data or records; however arising.
13.4 Except where liability arises under clauses 12.1 or 12.2 and subject to clause 11.3 Melius’s total aggregate liability in or for breach of contract, negligence (as defined in Section 1(1) Unfair Contract Terms Act 1977), misrepresentation (excluding fraudulent misrepresentation), tortious claim (including breach of statutory duty), restitution or any other cause of action whatsoever relating to or arising under or in connection with this Contract (including performance, non-performance or partial performance), and including liability expressly provided for under this Contract shall not exceed the Charges paid or payable during the 12 months preceding the date on which the claim arose.
13.5 Except as expressly provided otherwise by these terms and conditions or as otherwise expressly agreed in writing between the parties, all other representations, conditions, warranties and other terms are excluded (including any statutory implied terms as to satisfactory quality, fitness for purpose and conformance with description) save to the extent that the same are not capable of exclusion at law.
13.6 The Charges have been set by Melius on the basis of the exclusions and restrictions of liability in this clause 11 and would be higher without those provisions.
Corruption
14.1 Both parties agree to act in accordance with current UK ant-bribery and corruption legislation. Any breach of such legislation shall give rise to termination provisions previously detailed in Clause 11.
Statutory and Other Regulations
15.1 Nothing in this 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.
15.2 Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Contract, excluding Customer’s obligation to pay the Charges, if it is due to a force majeure event: any event beyond the reasonable control of a party to this Contract including, without limitation, acts of God, war, industrial disputes, pandemic, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies. The party subject to such event shall, as soon as practicable, give notice of the event to the other party, such notice to include a reasonable forecast of the duration of the force majeure event. If such delay or failure continues for at least 30 days, either party shall be entitled to terminate this Contract in accordance with clause 12.1.2.
15.3 All disputes arising out of or under this Contract that are not resolved by the Customer’s contract manager and shall be escalated internally by both parties for resolution. If the parties fail to settle the dispute within 30 days of the third level escalation, or such longer period as the parties may agree, the dispute may be referred to the English courts. Subject to clause 15.4, 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.
