Service Level Agreement
EV DRIVER SUPPORT CALL HANDLING SERVICE LEVEL AGREEMENT AND ORDER FORM
Service Details
The company will provide driver support by way of a call handling facility which will include:
1) The answering of calls from End Users where an Electric Vehicle Supply Equipment (EVSE) fault exists, where the EVSE is configured onto the Charge Point Management System;
2) [Providing remote assistance and where possible resolve of any EVSE fault;]
3) [Escalation of any unresolvable fault by way of remote assistance with the End User to either the Customer or the Customer’s maintenance provider;]
4) [Remote monitoring of the EVSE where configured onto the Charge Point Management System to identify faults;]
5) [Resolving faults that are unresolvable faults by way of remote assistance with the End User by utilising the Company’s Service Partner Network;]
6) [Undertaking preventative maintenance to the EVSE by utilising the Company’s Service Partner Network on a [biannual/annual] basis;]
Initial Term
A period of 36 months from the Contract Commencement Date (the Initial Term).
Renewal Term
A period of 12 months from the expiry of the Initial Term.
Notice Period
3 Months
Termination
The Company must reserve the right to terminate the Agreement on reasonable prior written notice in the event that the System is not in good condition on the Contract Commencement Date or is not properly and sufficiently repaired and maintained during the Term unless the repair and maintenance of the EVSE falls within the Services to be provided by the Company.
Withdrawal of Service
The company reserves the right to withdraw all Driver Support facilities in the event of non payment of any overdue accounts.
Liability
The company accepts no responsibility for any claims made against the customer due to our inability (for whatever reason) to pass information to the customer or for any claims upon the customer due to their inability to provide service to their clients.
It is the customer’s responsibility to ensure that all contact details are correct at all times. Any changes to details provided at the commencement of this agreement or any subsequent changes must be given to the company in writing.
Charges Include
Initial Set-Up Fee
Monthly Service Charge
Incoming Call Handling Charges (as agreed – see SLA)
Outgoing Call handling Charges (as agreed – see SLA)
The Company reserves the right to adjust charges upon review of contracts and where prices for “bought in” services fluctuate beyond their control by giving the customer 30 days notice of such changes.
The number of minutes, telephone calls and outbound calling hours identified in the service level agreement chosen by the Customer are limited to the month in which they are allocated and cannot be rolled over into subsequent months.
Any minutes or telephone calls over the amount identified in the service level agreement chosen by the Customer will be serviced by the Company subject to available capacity and subject to the additional charges set out in the service level agreement.
In the event of a material increase in the amount of calls received for the Customer outside of the amounts within the service level agreement chosen by the Customer, the Company reserves the right to temporarily suspend the Services and shall inform the Customer of this decision orally or in writing as
soon as reasonably practicable.
Payment Terms
The company will invoice set-up charges which shall become due for payment by the customer within 30 days of the signing of the agreement by both parties.
The monthly service charge fee shall be invoiced by the company in advance and shall be payable by the customer within 30 days of the date of invoice.
[The call handling charges shall be invoiced by the company 30 days in arrears and shall be payable by the customer within 30 days of the date of invoice.]
DEFINITIONS
“the Agreement” means the Agreement between the Customer and the Company relating to the provision of the Service.
“Agreement Year” each consecutive 12 month period commencing on the Contract Commencement Date and each anniversary of it.
“Charge Point Management System” means an online software application, portal or platform that allows remote access to the EVSE system by the Company for monitoring, maintenance, assistance and fault resolution.
“the Company” means Everyday Driver Support Limited, Company No. 12341936, whose Registered Office is Suite 2, 720 Mandarin Court, Warrington, WA1 1GG, or any other holding company or subsidiary company or associated company, designated by the Company as the contracting party for the purposes of the Agreement who will provide the Service.
“Conditions” means these general terms and conditions (as amended from time to time in accordance with clause 6.0).
“Contract Commencement Date” means the date from which the Service is made available from the Company to the Customer.
“Charges” means the set-up fee, monthly call handling fee and all other chargeable services as specified in the Order Form issued to the Customer by the Company. For the avoidance of doubt, the Charges are made by the Company to the Customer and are payable from the Customer to the Company.
“Customer” means the person, company or organisation who purchases the Services as set out in the Order Form.
“The End User” means the person using the EVSE to charge his or her vehicle.
“EVSE” means electric vehicle supply equipment used to charge the End User’s vehicle and being the equipment that the Company shall provide Services in respect of.
“Order Form” the written description of the Service appended to the front of this Agreement as amended in clause 6.0.
“Retail Prices Index” means the Retail Prices Index (all items) as published by the Office of National Statistics from time to time or failing such publication, such other index as the parties may agree most closely resembles such index.
“Service(s)” means the monthly call handling (“Driver Support”) and any additional services as detailed within the Order Form.
“Service Partner” means approved partners of the Company which may be used to provide onsite repairs and maintenance of the System.
“Site” means the premises on which the EVSE is supported and located.
“System” means the EVSE installation which is to be supported under this Agreement and the Charge Point Management System.
“The Term” means the Initial Term (as defined in the Order Form) or the Renewal Term as specified in clause 10.1 as extended in accordance with Clause 10.2.
1.0 INTERPRETATION
1.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision
includes all subordinate legislation made under that statute or statutory provision.
1.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3 A reference to writing or written includes email.
1.4 In the event of any conflict or inconsistency between these Conditions (being the General Terms and Conditions) and any term in the Order Form, the terms of the Order Form shall prevail.
2.0 System
2.1 The Customer will provide on the Site, a fully installed, safe, and functional System connected to a Charge Point Management System which complies with all applicable UK laws, statues and standards.
2.2 The Customer shall provide and maintain, the communication method (internet network/mobile network) required to transmit data from the EVSE to the Charge Point Management System.
2.3 The Customer agrees to ensure the System meets the requirements of relevant electrical standards as required for the installation and in accordance with the current IET Wiring Regulations and electrical installation requirements as relevant to the System installed.
3.0 COMMENCEMENT OF SERVICE
3.1 Before the Services commence, the Customer agrees to cooperate with the Company and the Customer shall undertake such tests as may be requested by the Company to ensure that the System is properly connected so that the Services can commence and be delivered.
3.2 Once the Company has started to provide the Customer with the Service or on payment for the Service, the Customer is deemed to have accepted the entire Conditions set out in this Agreement.
3.3 These Conditions and the terms contained in the Order Form apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate including, without limitation, any terms under which a purchase order has been issued, or which are implied by trade, custom, practice or course of dealing.
4.0 REACTIVE AND PREVENTATIVE MAINTENANCE OF THE SYSTEM
4.1 Where the Customer has opted for the Company to dispatch one of the Company’s Service Partners to resolve any faults with the EVSE in the event a remote resolution is not possible, the Customer agrees to pay all associated Charges pertaining to the repair, including, but not limited to call out, parts and equipment, hourly labour and consumable charges.
4.2 The Company and its Service Partners shall use reasonable endeavours to attend to any reported fault within the agreed service level agreement set out in the Order Form, however, shall not be held liable for any losses or other costs incurred by the Customer, End User or/and third parties for any downtime of the System.
4.3 Where the Customer has opted for the Company to carry out preventative maintenance visits on the EVSE, these will be carried out within the agreed scheduled as defined in the Order Form.
5.0 THE SERVICE
5.1 The Company warrants that it shall supply the Services in accordance with the Order Form in all material respects and it shall use reasonable skill and care in the performance of the Services. The Company shall use reasonable endeavours to meet any performance times or dates specified in the Order Form, but time shall not be of the essence for performance of the Services.
5.2 The Customer acknowledges that the Company’s response to a fault activation or End User call is at the discretion of the handling operator at The Company in line with the Company’s current service level agreement at the time of the activation.
5.3 The Customer shall comply with any rules and regulations and all instructions given by the Company for the use of the Services.
6.0 CHANGE TO SERVICES
6.1 The Company reserves the right to make changes to the Service, in order to comply with safety, statutory or EC requirements or codes of practice, provided that such changes do not materially change the Services provided to the Customer and the End User.
7.0. THE COMPANY’S LIABILITY
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS WITHIN THIS CLAUSE
7.1 The provisions of this clause set out the Company’s entire liability (including any liability for the acts and omissions of its employees, agents, subcontractor and Service Partner) to the Customer and any End User in respect of:
7.1.1 any breach of its contractual obligations arising under the Agreement including any deliberate personal repudiatory breach or any deliberate breach of the Agreement by the Company, or its employees, agents, subcontractors or Service Partners;
7.1.2 any use made by the Customer or an End User of the Services, or the equipment that has been supplied to the Customer under the terms of the Agreement or any part of them;
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement; and
7.1.4 any damage to the Customer’s or an End User’s property.
7.2 Subject to clause 7.3, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by
law, excluded from the Agreement.
7.3 Nothing in the Agreement limits or excludes the liability of the Company:
7.3.1 for death or personal injury resulting from negligence;
7.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Company; and
7.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.4 Subject to clause 7.3, the Company shall not be liable in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for loss of profits, loss of
business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of information/data or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.
7.5 Subject to clause 7.3, the Company’s total liability to the Customer for all claims or liabilities arising in an Agreement Year (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 Agreement) shall not exceed twenty-five per cent (25%) of the aggregate amounts paid or payable under the Agreement by the Customer during that Agreement Year subject to a minimum of £500.
7.6 Subject to clause 7.3, unless the Customer notifies the Company that it intends to make a claim in respect of an event within 12 months
of the event, then the Company shall have no liability for that event. The Customer’s notice to the Company must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7.7 In view of the limitations of the System and the Service and the provisions of this clause, the Customer must arrange separate insurance cover.
7.8 Without prejudice to the generality of the foregoing the Company shall not be liable for:
7.9.1 any failure of the System to transmit data from the Site or relevant EVSE;
7.9.2 any failure in the telecommunications network, telephone lines, power supplies, utilities or other services provided by a service provider or utility or any other condition beyond the Company’s control that prevents the System from in any way performing or the Company from being able to perform part or all of the Service;
7.9.3 any breach of the Agreement due to any cause beyond the Company’s reasonable control including but not limited to Acts of God, war, military actions, sabotage, terrorist actions, riots, civil disobedience, strikes, industrial action, pandemic, civil disaster floods, lightning, fire and acts or omissions of any party for which the Company is not responsible;
7.9.4 any loss of profits or any indirect or consequential losses including loss or damage suffered by the Customer and/or End User as a result of any action brought by a third party; and
7.9.5 any loss, damage, costs, expenses or any other claims for compensation arising from incomplete, inaccurate or corrupted data transmissions being received by the Company.
7.10 The Customer acknowledges that:
7.10.1 the Company has no special knowledge of the nature and use of the Site(s) to which the Systems are deployed; and
7.10.2 the provision of the Service will not guarantee that the System will operate without interruption or error.
7.11 If the System should fail due to a faulty part which has not been supplied or manufactured by the Company the Company shall have no liability for such failure.
8.0 INFORMATION PROVIDED BY THE END USER
8.1 The Customer agrees to ensure that any changes in respect of the System configuration, System contact information and other important information, is communicated to the Company in writing and/or email, immediately. The Customer acknowledges that the Company has no obligation to obtain authority from the Customer (or its prior agreement) to authorise and instruct a Service Partner make an attendance to a Site if it is part of the Services.
8.2 The Customer agrees and acknowledges that any special instructions or procedures requested by the Customer must be agreed in advance, in writing and/or email by a Director/Manager of the Company.
9.0 PAYMENT
9.1 The Customer shall pay the Charges in advance by Direct Debit or such other method that is acceptable to the Company, provided always, that all Charges are due and payable within a maximum of 30 days from date of being invoiced.
9.2 The Company may at its discretion allow payment of the Charges by instalment, subject to the application of an instalment surcharge of a minimum of 20% of the Charges. Should the Company permit payment of the Charges by instalments and any instalment is not paid, then the total amount of the Charges (including the instalment surcharge) will become immediately due and payable.
9.3 If the Customer fails to make any payment as and when it becomes due, the Company shall be entitled to do all of any of the following, in any order and on more than one occasion and such rights shall be in addition to any the Company shall have by law:
9.3.1 cancel or suspend all or any part of the Agreement or Service without prejudice to the Company’s rights to collect and levy the Charges for such Service. Cancellation and / or suspension and re-instatement of the Service will lead to a fee being charged at the Company’s then current rate; and
9.3.2 charge the Customer interest (both before and after any judgement) on unpaid sums, beyond the relevant due date, at the rate of 8% per day until payment is made in full.
9.4 All costs, charges and expenses incurred by the Company (including legal and court costs) in recovering or attempting to recover any debt shall be paid by the Customer on a full indemnity basis. The Company shall be entitled to charge (in addition to interest and any legal costs ordered by the court, and without prejudice to any other rights or remedies available to the Company) the sum of £150 by way of notional liquidated damages and as a contribution to the administrative costs incurred by the Company in taking steps to secure overdue payment. The provisions of this clause shall apply notwithstanding any termination or cancellation of this Agreement.
9.5 All invoices submitted by the Company shall be treated as agreed unless the Customer notifies the Company in writing of any discrepancies within 7 days of the date of the invoice.
9.6 All charges under the Agreement shall be subject to VAT at the prevailing rate and shall be paid in full by the Customer without any set off, counterclaim, deduction or withholding (other than any deduction of withholding tax as required by law).
9.7 The Company may increase the Charges on an annual basis. In the event of any increase over and above the percentage increase in the Retail Prices Index in the preceding 12 month period, the Company, shall give the Customer 30 days’ written notice of such increase to the Customer.
10.0 TERM
10.1 The Initial Term of this Agreement is Thirty-Six months from the Contract Commencement Date (the “Initial Term”).
10.2 At the end of the Initial Term and each subsequent Term, the Agreement will be automatically renewed for a further 12 months (the “Renewal Term”) unless the Company or the Customer has given the other not less than 90 days written notice prior to the expiry of the current term of its intention not to renew the Agreement. Either the Initial Term or any Renewal Term may be referred to in this Agreement at the “Term”.
10.3 If the Agreement is not terminated in accordance with these clauses, then the Customer shall make payment of all Charges for the remainder of the Term irrespective of the expiry date of the current Agreement.
10.5 In the event that the Customer wishes to cancel the Agreement before the end of the Term and without giving notice in accordance with clause 10.2, then the Customer shall:
10.5.1 Pay to the Company on demand all arrears of the Charges and any Charges that would have been made to the Company by the Customer for the remainder of the Term of the Agreement; and
10.5.2 Indemnify the Company against any additional loss costs charges and expenses incurred by the Company as a result of such early cancellation.
11.0 CUSTOMER’S OBLIGATIONS
11.1 The Customer shall:
11.1.1 provide the Company with all information, access to the Charge Point Management System and co-operation that the Company reasonably requires to enable the Company to perform the Services to
observe its obligations under the Agreement;
11.1.2 provide the Company, its employees, agents, consultants, Service Partners and subcontractors with such access to the Customer’s premises and Sites and that of any third party (including any licences and permissions as may be required) and data, and such office accommodation and other facilities as may reasonably be requested by the Company and agreed with the Customer in advance, for the purposes of the Services;
11.1.3 provide the Company with such information and materials as the Company may reasonably require in order to supply the Services in a timely manner, and ensure that such information is complete and accurate in all material respects; and
11.1.4 inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the
Customer’s premises and that of any third party.
12.0 ENTIRE AGREEMENT
12.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
12.3 Nothing in this clause shall limit or exclude any liability for fraud.
12.4 Any variations to this Agreement will only be binding if agreed in writing by a Director/Manager of the Company.
13.0 SEVERANCE
13.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
13.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
14.0 TERMINATION
14.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
14.1.1 the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default no less than 7 days after being notified in writing to make such payment; or
14.1.2 the other party commits a material breach of any of the terms of the Agreement 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
14.1.3 the other party repeatedly breaches any of the terms of the Agreement or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or
ability to give effect to the terms of the Agreement; or
14.1.4 the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
15.0 GENERAL
15.1 The parties to the Agreement are the Company and the Customer. Any obligation of the Company under the Agreement is to the Customer only and to no other party. Where any payments are made, or undertaken by a third party, such payments or undertakings do not confer any rights on the third party who is considered to be an agent of the Customer.
15.2 The Agreement may not be assigned by the Customer without the prior written consent of the Company. The Company may assign all or any of its rights hereunder.
15.3 The Company shall be entitled to subcontract any of its obligations under the Agreement.
15.4 Invalidity or unenforceability of any of the conditions in the Agreement shall not prejudice the remainder of the conditions of the Agreement.
15.5 Failure by the Company to exercise any right or remedy available to it under the terms and conditions of this Agreement shall not constitute a waiver of such rights or remedy and no partial exercise of any right or remedy shall prevent any further exercise of any right or remedy.
16.0 DATA PROTECTION AND CALL MONITORING
16.1 The Company and the Customer acknowledge that for the purposes of all applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation ((EU) 2016/679) as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (the “GDPR”); the Data Protection Act 2018 (“DPA”); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (the “Data Protection Laws”), the Customer is the data controller and the Company is the data processor in relation to personal data (“Personal Data”).
16.2 The Company shall process all Personal Data relating to the Customer, the Customer’s directors, employees, contractors and consultants and any person or organisation from whom the Company
receives a telephone call for or on behalf of the Customer (a “Caller”) in accordance with the Data Protection Laws and on the written instructions of the Customer, unless otherwise required by applicable
law, in which case, the Company may (to the extent permitted by law) inform the Customer of that legal requirement before carrying out the processing. This Personal Data may include names, email addresses, telephone numbers, dates of birth and any other types of personal data provided by Callers to the Company.
16.3 For the purposes of the Agreement, “process” means any operation or set of operations which is performed on the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
16.4 The Company shall, having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
16.4.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
16.4.2 take reasonable steps to ensure compliance with those measures.
16.5 The Company shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
16.6 The Company may assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under Articles 32 – 36 of the GDPR.
16.7 At the written direction of the Customer, the Company shall delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless the Company is required to retain Personal Data in order to comply with applicable laws.
16.8 The Company shall not engage a sub-processor to process the Personal Data unless:
16.8.1 it has obtained prior written consent from the Customer. The Customer hereby consents to the engagement of the sub-processors listed on the Company’s website at the Contract Commencement Date (the “Approved Sub-Processors”). In the event that the Company intends to engage any sub-processors other than the Approved Sub-Processors, the Company shall inform the Customer by updating the list detailed on the Company’s website. The Customer may object to such changes in writing within 14 days of the update, but if the Customer does not object within that time period, it shall be deemed to consent to the change notified. If the Customer objects to any changes to the Company’s use of sub-processors then the Company may, at its absolute discretion, terminate this Agreement by giving 30 days’ prior written notice; and
16.8.2 the sub-processor has entered into a contract with the Company which imposes obligations on the sub-processor which are required by Article 28 of the GDPR.
16.9 The Company shall make available to the Customer all information, documentation and assistance reasonably required by the Customer to
enable the Customer to verify that the Company is in compliance with this clause 16. The Company shall permit the Customer (either itself or through third party auditors appointed by the Customer, subject to such third parties being subject to appropriate confidentiality undertakings) to audit the Company’s compliance with this clause 16, subject to:
16.9.1 a maximum of one audit per year;
16.9.2 the Customer providing the Company with reasonable prior notice;
16.9.3 the parties agreeing the scope, time and date of the audit in advance, subject to all audits being carried out during the Company’s normal working hours; and
16.9.4 the Customer using all reasonable endeavours to minimise the disruption caused to the Company by the audit.
16.10 The Customer acknowledges and agrees that details of the Customer’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 the Company in connection with the Services.
16.11 The Company may use anonymised call and chat transcriptions to build models for the improvement and optimisation of the Services. For
the avoidance of doubt, these anonymised call and chat transcriptions will not include any Personal Data.
16.12 The Customer shall, in its use of the Services, only monitor or record calls, or instruct the Company to monitor or record calls, in accordance with Data Protection Laws. Without prejudice to the generality of the foregoing, the Customer shall be responsible for complying with all requirements under Data Protection Laws to provide notice to Callers and recipients of the calls and to obtain the necessary consents from the Callers and recipients of the calls on such monitoring or recording. The Customer specifically warrants that its use of the Services will not violate the rights of any Caller or a recipient of a call that has opted out from monitoring or recording of the calls. Unless otherwise confirmed by the Customer in writing, the Customer hereby instructs the Company where the Company determines it to be necessary to monitor and record calls for the purposes of (i) providing the Services (ii) where reasonably necessary, demonstrating that the Company is complying with this Agreement and dealing with complaints and data subject requests and (iii) the Company’s own training and service improvement purposes, subject to the Company only using the call answering part of the call recordings for these purposes.
16.13 The Customer warrants that the Agreement and the Services provided under it will not amount to any breach of any contract or arrangements it has with any of its clients, customers or End Users.
16.14 Without prejudice to the generality of the other provisions of this clause 16, the Customer warrants that it has and will have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company and the provision of the Services by the Company for the duration and purposes of this Agreement.
17.0 THIRD PARTY RIGHTS
17.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement.
18.0 GOVERNING LAW AND JURISDICTION
18.1 The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.