General Terms of Software Supply
Background
(a) Ramboll has developed certain software applications which it makes available to subscribers.
(b) The Customer wishes to use Ramboll's software in its business operations.
Agreed terms
1. Interpretation
2. User Subscription
3. Additional user subscriptions
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Error! Reference source not found. Supply Agreement and Ramboll shall grant access to the Software to such additional Authorised Users in accordance with the provisions of this Agreement.
3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Ramboll in writing. Ramboll shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where Ramboll approves the request, Ramboll shall activate the additional User Subscriptions within 5 days of its approval of the Customer's request.
3.3 If Ramboll approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Ramboll's invoice, pay to Ramboll the relevant fees for such additional User Subscriptions as set out in the Supply Agreement and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Ramboll for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4. Services
4.1 Ramboll shall, during the Subscription Term, provide the Software and the Services to the Customer on and subject to the terms of this Agreement, including the delivery method stated in the Supply Agreement.
4.2 If specified in the Supply Agreement, Ramboll will provide the Customer with Ramboll's standard customer support services during Normal Business Hours in accordance with Ramboll's Support Services Policy in effect at the time that the Services are provided. Ramboll may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Ramboll's then current rates.
4.3 Ramboll shall use reasonable efforts during Normal Business Hours (taking into account the availability of personnel with a technical knowledge of the Software):
(i) to remedy any Warranty Non-Conformance outside the Warranty Period; or
(ii) respond to any reasonable queries from the Customer’s administrator users, provided that (a) those users have appropriate experience with the Software; and (b) such query is not addressed in the Documentation.
4.4 Except where the Software has been customised (whether as Services or otherwise), the Customer may request that Ramboll updates the Software to the latest Major Version. Where it does so, Ramboll shall so do so as soon as reasonably practicable, taking into account the volume of requests it has received and Ramboll personnel available to do so. Unless otherwise agreed by the parties in writing, the User Subscriptions shall not include any New Modules to the applicable Software made available by Ramboll to its customers for separate fees unless purchased under a separate written agreement.
4.5 The Third Party Data which is made accessible to the Customer through the Software is licensed to the Customer on the terms offered by the applicable third party provider. The Customer acknowledges and agrees that:
(i) where it is permitted for Ramboll to grant the Customer a sub-licence to Open Source Software, it does so on the terms of the original licence as provided in the included README file; and
(ii) where it is not possible for Ramboll to grant the Customer a sub-licence to Open Source Software, that Open Source Software is licensed directly to the Customer by its vendor(s).
5. Customer data and Data Privacy
5.1 The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Data, and for obtaining, pursuant to law or regulation, consents from parties that provided the Customer with any of the Customer Data, which will be obtained, used, and disclosed by Ramboll for its required purposes. Company is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from the Customer Data, including any viruses, disabling devices, trojan horses, worms, or other harmful programming routines contained in the Customer Data, or from the Customer’s use of the Software in a manner that is inconsistent with the terms of this Agreement. The Customer acknowledges and agrees that Ramboll shall have the right, at its sole discretion, to remove any Customer Data from the Software with or without notice, including, but not limited to (i) material that infringes the intellectual property rights of third parties, and (ii) malware or material that violates any applicable law.
5.2 The Customer acknowledges that Ramboll is not responsible for backing up or storing any Customer Data or resulting data generated by use of the Software. The Customer shall be solely responsible for backup and storage or any such data.
5.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.4 The Customer agrees, represents and warrants that it will limit its disclosure to Ramboll of information that is, or it considers to be, its own or a third party’s personal data/information to the minimum extent necessary for Ramboll to provide the Customer with access to and/or use of the Software and Services to the extent to which the Customer is granted access/use hereunder. Subject always to Ramboll’s privacy policy (available here https://ramboll.com/legal-information and hereafter referred to as the “Privacy Policy”), Ramboll may disclose or otherwise use any personal data/information that the Customer discloses to Ramboll as set forth in the referenced Privacy Policy, this Agreement or applicable law. The Customer represents and warrants that, to the extent it provides its own or a third party’s personal data/information to Ramboll, that is has received and provided all consent and disclosures/notices required under applicable law. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Ramboll for the duration and purposes of this Agreement so that Ramboll may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf. In case the Customer inserts personal data into the Software, the Customer shall act as the data controller referred to under the Data Protection Legislation and shall be responsible for the statutory obligations belonging to the data controller. Ramboll shall act as the data processor of the personal data inserted into the Software and shall process personal data on behalf of the Customer solely for the purpose of supplying the Software and for the duration of the Subscription Term. In such circumstances, the Parties shall conclude a Data Processing Agreement pertaining to the potential processing of personal data in such form described in the Supply Agreement if applicable.
5.5 The Customer retains all ownership and intellectual property rights in and to the electronic data or information submitted by the Customer to the Services. As between the Customer and Ramboll, the Company shall also own all the results in all reports including Customer Data generated by the Customer utilising the Software provided, however, that Ramboll retains ownership of the templates and the technology delivering the reports derived through the use of the Software. The Customer grants Ramboll a worldwide, irrevocable, perpetual non-exclusive licence to host, use, process, display, and transmit the Customer Data to provide the Software pursuant to and in accordance with this Agreement and to use the Customer Data internally for improving both the Software and for any purpose connected with Ramboll’s business. Ramboll shall not release any Customer Data to the public, unless previously agreed to by the Customer in writing.
6. Customer's obligations
The Customer shall:
(a) provide Ramboll with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by Ramboll; in order to provide the Software, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Ramboll may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Software in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Ramboll, its contractors and agents to perform their obligations under this Agreement that are otherwise not already held by Ramboll;
(f) ensure that its network and systems comply with the relevant specifications provided by Ramboll from time to time;
(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ramboll's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(h) designate in writing no more than two (2) individuals who shall have the sole authority to serve as points of contact between the Customer and Ramboll;
(i) be responsible for purchasing, obtaining, managing, and maintaining access to the bandwidth and internet connectivity for all of its Authorised Users to access the Software as contemplated hereunder;
(j) complying with any of Ramboll’s reasonable policies and procedures, as Ramboll may, from time to time, reasonably adopt;
(k) be responsible for its actions, products, and services, and the content posted on or transmitted through the Software; and
(l) training the Authorised Users on proper use of the Software and treatment of Customer Data.
The Customer is further responsible for providing or obtaining the hardware at its location with which to access the Software, as contemplated hereunder. The Customer assumes full responsibility for the proper operations of any of its hardware and software, and under no circumstances shall Ramboll be responsible for any failures of the Customer owned and/or operated hardware/software. Ramboll shall not be responsible for, and may charge its then-current hourly rates for, services required as a result of the Customer’s acts or omissions, modifications to or misuse of the Software.
7. Charges and payment
7.1 The Customer shall pay the Subscription Fees to Ramboll for the User Subscriptions in accordance with this clause 7 and the Supply Agreement.
7.2 The Customer shall on the Effective Date provide to Ramboll valid, up-to-date approved purchase order information acceptable to Ramboll and any other relevant valid, up-to-date and complete contact and billing details. Ramboll shall invoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
7.3 If Ramboll has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Ramboll:
(a) Ramboll may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Software and Ramboll shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the central bank of the country prescribed by the Applicable Law, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.4 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in the currency defined in the Supply Agreement;
(b) are, subject to clause 11.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Ramboll's invoice(s) at the appropriate rate. Subscription Fees do not include applicable taxes. The Customer agrees to bear and be responsible for the payment of all taxes, except for taxes based upon Ramboll’s income, including but not limited to, withholding, all sales, use, rental receipt, personal property, customs duties or levies or other taxes, which may be levied or assessed in connection with this Agreement. The Customer shall pay such tax when due or reimburse Ramboll as Ramboll may request. If any tax is required to be paid by Ramboll, the full amount of such tax, including any interest and penalties, will be billed to the Customer separately, whether or not this Agreement is then in effect, and promptly paid by the Customer.
7.5 Ramboll shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3, the support fees payable pursuant to clause 4.2 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Supply Agreement shall be deemed to have been amended accordingly.
8. Proprietary rights
9. Confidentiality
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed 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 such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 The Customer acknowledges that details of the Software, and the results of any Services, constitute Ramboll's Confidential Information.
10. Warranties, Disclaimer and Indemnity
10.1 Subject to clauses 10.2, 10.3 and 10.4, Ramboll warrants that the Software will conform in all material respects to the relevant Specification for the duration of the Warranty Period. If, within the Warranty Period, the Customer notifies Ramboll in writing that the Software does not conform in all material respects to the relevant Specification (each a “Warranty Non-Conformance”), Ramboll shall, at Ramboll’s option, do one of the following:
(i) repair the Software;
(ii) replace the Software; or
(iii) if neither of the above is (in Ramboll’s absolute discretion) practicable, terminate this Agreement immediately by written notice to the Customer and refund any of the Subscription Fees paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof.
This clause 10.1 states the Client’s sole and exclusive remedy in respect of a Warranty Non-Conformance.
10.2 The warranty set out in clause 10.1 shall not apply to the extent that the Warranty Non-Conformance either (a) has been remedied by a Major Version which Ramboll has made available to the Customer; or (b) is caused by:
(i) Use of the Software other than in accordance with this Agreement;
(ii) Use of the Software for a purpose other than that for which it was designed;
(iii) any failure of the Customer's equipment, including failure of power or other utilities to any of the Customer's equipment;
(iv) delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities outside of Ramboll's control, including the Customer's own private networks and the public internet;
(v) the Customer's failure to use the Software in accordance with the Documentation;
(vi) the Customer's failure to implement the System Requirements, or attempting to access the Software from equipment that does not meet the System Requirements; or
(vii) Use of the Software with any software or system which has not been approved by Ramboll in its Documentation or otherwise in writing;
(viii) modifications to the Software by anyone other than Ramboll or its contractors;
10.3 Ramboll shall be excused from its obligations under clause 10.1 to the extent that it is prevented from complying with them by the Customer’s failure to provide all of the information that Ramboll determines is necessary to assist it in resolving the Warranty Non-Conformance, including a documented example of that Warranty Non-Conformance, or sufficient information to enable Ramboll to re-create the Warranty Non-Conformance.
10.4 The warranty under clause 10.1 shall not apply where the Software is provided free of charge.
10.5 Ramboll does not warrant that the use of the Software will be uninterrupted or error-free.
10.6 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
10.7 The Customer acknowledges that any Open-Source Software provided by Ramboll is provided “as is” and expressly subject to the disclaimer in Clause 10.8.
10.8 Except for the warranty set out in clause 10.1, all other conditions, warranties, representations or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law, civil law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.
10.9 If Ramboll determines that a malfunction is due to a problem with the Customer’s hardware, web site or other software, Ramboll will so inform the Customer, and it will be the Customer’s responsibility to obtain and pay for any repairs or modifications required.
10.10 This Agreement shall not prevent Ramboll from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
10.11 Ramboll warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement
10.12 The Customer shall defend, indemnify and hold harmless Ramboll against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Software and/or Services.
10.13 Each party shall use commercially reasonable efforts to limit on its systems software code whose purpose is to disrupt, damage or interfere with systems, software, or data and to avoid introducing viruses into the other party’s systems through the use of the Software. Such efforts shall include, without being limited to, the use of commercially reasonable virus protection, firewall and security software.
10.14 Where Ramboll deems the Software of the Services to potentially infringe third party Intellectual Property Rights or other rights, Ramboll shall have the right, at its discretion, to (i) obtain for the Customer the right to continue utilising the Software; (ii) replace the Software or a part thereof with an alternative, provided that it does not materially affect functionality; (iii) modify the Software so as to cause the infringement to cease; or (iv) where (i), (ii) and (iii) are not reasonably practicable, terminate this Agreement immediately by written notice to the Customer and refund any of the Subscription Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s Use of the same to the date of termination) on return of the Software and all copies thereof.
10.15 In no event shall Ramboll, its employees, agents and sub-contractors be liable to the Customer to the extent that alleged third party infringement is based on:
(a) a modification of the Software or Services by anyone other than Ramboll; or
(b) the Customer's use of the Software or Services in a manner contrary to the instructions given to the Customer by Ramboll; or
(c) the Customer's use of the Software or Services after notice of the alleged or actual infringement from Ramboll or any appropriate authority.
10.16 The foregoing clauses 10.14, 10.15 and clause 11.3(b) states the Customer's sole and exclusive rights and remedies, and Ramboll's (including Ramboll's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
10.17 Where Ramboll provides Services as part of this Agreement, Ramboll shall exercise the reasonable skill and care required of a professional consultant in its performance of the Services.
11. Limitation of liability
11.1 Nothing in this Agreement excludes the liability of Ramboll:
(a) for death or personal injury caused by Ramboll's negligence; or
(b) for fraud or fraudulent misrepresentation.
11.2 Except as expressly and specifically provided in this Agreement the Customer assumes sole responsibility for results obtained from the use of the Software and the Services by the Customer, and for conclusions drawn from such use. Ramboll shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ramboll by the Customer in connection with the Services, or any actions taken by Ramboll at the Customer's direction
11.3 Subject to clause 11.1 and clause 11.2:
(a) Ramboll shall have no liability arising under or in connection with this Agreement, regardless of the legal theory of liability, for:
(i) loss of profits or revenues
(ii) loss of anticipated savings;
(iii) loss of business opportunity;
(iv) loss of or damage to goodwill or reputation;
(v) loss or corruption of data;
(vi) any indirect or consequential loss; or
(vii) any loss arising from use of or reliance on Third Party Data; and
(b) Ramboll's total aggregate liability in contract, tort including negligence (or equivalent legal theory), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim first accrued.
12. Term and termination
12.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement 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 this Agreement;
(d) the other party 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 is deemed unable to pay its debts;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(d) to clause 12.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) there is a change of control of the other party; or
(n) any warranty given by Ramboll in Error! Bookmark not defined.10.1 of this Agreement is found to be untrue or misleading.
12.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Software or Services;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
12.4 Ramboll may suspend the Customer’s access to, or use of, the Software if Ramboll reasonably believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Software or any content, data, or applications in the Software; or (b) the Customer is accessing or using the Software to commit an illegal act. When reasonably practicable and lawfully permitted, Ramboll will provide the Customer with advance notice of any such suspension. Ramboll will use reasonable efforts to re-establish the Software access promptly after Ramboll determines that the issue causing the suspension has been resolved. During any suspension period, Ramboll may, but is not obligated to, make Customer Data (as it existed on the suspension date) available to the Customer, unless otherwise prohibited by law. Any suspension under this clause shall not excuse the Customer from the Customer’s obligation to make payments under this Agreement. The Customer may terminate the Software and be refunded all unused and prepaid fees in the event the suspension extends for more than twenty (20) Business Days.
13. Service Outages and Usage Monitoring.
14. Conflict
If there is an inconsistency between any of the provisions in the main body of this Agreement, the Supply Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
15. Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. Severance
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. 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 this Agreement
17. Entire Agreement
17.1 This 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.
18. Assignment
18.1 The Customer shall not, without the prior written consent of Ramboll, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19. Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
20. Governing law
This Agreement 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 the Applicable Law. Each party irrevocably agrees that the courts of the Applicable Law shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).