Terms and conditions regulating the use of MOVENS Mobility Platform
ARTICLE 1. PREAMBLE
1.1. Movens Mobility Platform is a Software for mobility and smart cities’ solutions developed by Henshin Group Ltd. The software is structured in Open Source Modules, which are deemed to be open access, and Business Modules, which instead have a proprietary nature.
1.2. This Agreement regulates the access to and any use of the Open Source Modules, including the access to the Source Code and the modifications that can be made to it by Licensees, establishing Licensee’s rights and obligations. It applies to all Licensees of Movens Mobility Platform worldwide.
1.3. This Agreement regulates also the access to and any use of the Business Modules by corporate clients. It sets some general conditions, which will be valid unless derogated by individual contractual arrangements.
1.4. By using any Services or performing any action on the Movens Mobility Platform, the Licensee expressly accepts and agrees to be bound by the terms of this Agreement as specified therein.
ARTICLE 2. DEFINITIONS
2.1 Where the context so permits, the following words and expressions shall have the following meanings:
a) “Licence Agreement” or “Agreement” means the present licence agreement, and its possible subsequent versions and annexes.
b) “Software” means the software of Movens Mobility Platform in its Object Code and Source Code form and either the Open source modules and Business modules, as it is when the Licensee accepts this Agreement”.
c) “Movens Object Code” or “Object Code” means the sequence of statements or instructions in binary form, generated by a compiler starting from Movens Source Code.
d) "Movens Source Code” or “Source Code” means the sequence of statements or instructions in the human readable programming language referred to the Software.
e) “Open Source Modules” means the whole set of data, instructions or computer programs, regardless of a specific programming language or format, that the Licensor has specifically designed to be used, readapted, customized by the User. For the avoidance of doubt, where this contract refers to Open Source Modules, the expression refers jointly to Module People and Module Vehicle Sharing (as defined below).
f) “Business Modules” means the whole set of data, instructions or computer programs, regardless of a specific programming language or format, or even a part of it, composing a proprietary-nature software. With reference to Movens Mobility Platform, Business Modules encompass all available ready-to-use instruments for business, including for example White-label Apps, Gateway & Integration Services, Data Management Modules, and Tools for cost calculation, receipts creation, payments, statistics, reports, pricing table management, voucher and promotions management. Licensees and third parties cannot use or access any files without authorisation from the copyright holder Henshin Group LTD expressly provided for contract under the terms of a Business Module Licence.
g) “Original Work” means all computer programs, instructions, set of data, executable files relating to the Software that are originally implemented by Henshin Group Ltd.
h) “Derivative Work” means all works based upon the Original Work, such as computer programs, proprietary software, innovative tools, or any other form in which the Original Work may be recast, transformed, or adapted, with the exclusion of those that constitute a mere reproduction or copy of the Original Work and those that represent an entirely new work.
i) “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. Intellectual property rights include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks.
j) “Hosted Services” means Business Modules data or Services which will be made available by to the Licensee as a service via the internet in accordance with specific agreements;
k) “Licence” means all the set of provisions and conditions under which the use of Movens Mobility Platform is allowed. For the avoidance of doubt, the Licence is granted under different conditions for Open Sources Modules and for Business Modules (as defined below).
l) “Licensor” means Henshin Group LTD that offers the Original Work or provides the Services for Business Modules under the terms of this contract.
m) “Licensee” means the individual or entity that is entitled to use Movens Mobility Platform within the limits of the Licence.
n) “Original Author” for the purposes of this contract the Original Author is Henshin Group LTD.
o) “Copyright owner” means the Licensor, in respect to those Modules different from Open Source Modules.
p) “Module People” means that part of Open Source Modules which enables the Licensee to develop programmes and interfaces for people registration and authentication (such as identity management of individuals, groups or communities) designed or adapted primarily for mobility and vehicle sharing solutions.
q) “Module Vehicle Sharing” means that part of Open Source Modules which enables the Licensee to develop programs and interfaces for vehicles assignment and reservations (sharing rules definition, zones management, point of interest etc.).
r) “Movens Mobility Platform” means the digital infrastructure and all related software applications, tools and programs owned by Henshin Group LTD, available at movens.city
s) “Services” means any kind of supply, benefit, value, the Licensor will provide to Corporate Clients fulfilling a specific contract.
t) “Corporate Client” means the physical or legal person that has access to the Business Modules.
u) “Confidential Information” means any type of news, document and information, relating to Software, Services, or other company know-how, trade secrets, or processes, which is not available to the public, and that if it were disclosed or made public, it would be likely to cause a significant loss of opportunity or competitiveness to the Party who holds such information.
v) “Henshin Marketplace” means any website, page, or Internet content, that the Licensor uses or is going to use for promoting or selling its or third parties’ products and applications.
w) “Party” or “Parties” means either one, or in the plural, both of the parties to this Agreement.
x) “Territory” means, unless the context otherwise requires, the entire world.
ARTICLE 3. GENERAL CLAUSE OF INTERPRETATION
3.1. Nothing in this contract is intended to reduce, limit, or restrict any rights of the Licensor under copyright law or other applicable laws unless set out in this Licence Agreement.
3.2. Wherever the contract provides for the giving or issue of any notice, consent, approval, certificate or decision, unless otherwise specified such notice, consent, approval, certificate or decision shall be in writing and the words “notify”, “consent”, “certify”, “approve” or “decide” shall be construed accordingly. Any such consent, approval, certificate or decision shall not unreasonably be withheld or delayed.
3.3. The Licence Agreement and any other ancillary agreement between the parties referred to in this Agreement, constitutes the entire agreement and understanding between the parties relating to the Licence for the use of Movens Mobility Platform and supersedes and extinguishes all proposals, communications, purchase orders, and prior agreements, verbal, written, express or implied between the parties relating to such subject matter.3.4. If any provision of this Licence Agreement is invalid or unenforceable, that provision will be interpreted, construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this contract will remain unaffected.
3.5. Nothing in this Licence Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.
LICENCE FOR OPEN SOURCE MODULES
ARTICLE 4. ACCEPTANCE
4.1. This Section regulates the access to and any use of the Open Source Modules of the Movens Mobility Platform.
4.2. The Licensee shall be deemed as having accepted the terms and conditions of this section upon the occurrence of the first of the following events: (i) loading the Software by any or all means, notably, by downloading from a remote server or by loading from a physical medium; (ii) the first time the Licensee exercises any of the rights granted hereunder.
ARTICLE 5. LICENCE GRANT FOR OPEN SOURCE MODULES
5.1. Subject to the terms and conditions of this Section, Henshin Group LTD hereby grants the Licensee a worldwide, royalty-free, non-sublicensable, non-exclusive Licence to exercise in the Territory the following rights on the Original Work:
a) to download the Open Source Modules of the Software;
b) to use, save, store, transfer the Open Source Modules on hardware devices, mobile supports or cloud services;
c) to modify, readapt and reproduce the Original Work in order to create a Derivative Work.
5.2. The distribution of the Original Work, or substantial parts of it, to third parties is permitted only with the prior written consent or approval of the Licensor and for noncommercial purposes only. Any request for approval must be submitted using email@example.com
5.3 The Licence does not authorize the Licensee making the Original Work publicly available on the Internet.
5.4. Any for-profit or commercial distribution of the Derivative Work by the Licensee is permitted provided that the following conditions apply:
a) the Derivative Work’s Licence contains a notice that grants the third party licensee all the rights referred to in Article 5.1 of the present Agreement;
b) the name of the Original Author and that of the Original Work shall be included in all copies of the Derivative Work or/and substantial parts of it;
c) a hyperlink to the Original Work, to the extent reasonably practicable, is provided;
d) the distribution is made throughout Henshin marketplace (available at marketplace.movens.city). If the Henshin marketplace has not yet been implemented, any distribution of the Derivative Work by the Licensee shall be with the prior consent of the Licensor and shall be regulated by a separate agreement between the Licensee and Henshin Group LTD.
5.5. No provision in this article shall be deemed to bind or otherwise limit or affect Henshin Group LTD and its rights in and to the Original Work.
ARTICLE 6. RESTRICTIONS TO LICENSEE’S RIGHTS FOR OPEN SOURCE MODULES
6.1. All the rights granted by this Licence may be exercised in all media and formats whether now known or hereafter devised. The above rights include the right to make such modifications as they are technically necessary to make Derivative Works from the Open Source Modules. All rights not expressly granted by the Licensor are hereby reserved.
6.2. The Licence granted in this Section is expressly made subject to and limited by the following restrictions:
a) the Licensee may not distribute, publicly display, upload, or publicly digitally perform the Original Work with any technological mean;
b) the Licensee may not use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Derivative Work and giving the Original Author credit as provided for by article 5.4;
c) any attempt to distribute, publicly display, upload, or publicly digitally perform the Original Work contrary to the terms of this Agreement will automatically terminate Licensee’s rights under this Licence;
d) if the Licensee doesn’t agree to the abovementioned terms and conditions, nothing else will grant permission to modify, readapt, or reproduce the Original Work.
6.3. If, as a consequence of a Court judgment or allegation of patent infringement or for any other reason, the Licensee is required to make something that contradicts the abovementioned conditions of Licence, such a circumstance would not exempt that Licensee from respecting the abovementioned restrictions.
6.4. If it is impossible for the Licensee to comply with any of the terms of this Section due to statute, judicial order, or regulation, that Licensee must:
a) comply with the terms of this Licence to the maximum extent possible;
b) give immediate and proper written notice to the Licensor.
ARTICLE 7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER
7.1. Licensor offers the Software and the Open Source Modules as-is and all representations or warranties of any kind whether express, implied by statute or common law or otherwise, with respect to the Software and the Services including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable are excluded to the fullest extent permitted by law.
7.2. The entire risk as to the quality and performance of Open Source Modules is on the Licensee. In the event that a Movens Module proves defective in any respect the Licensee assumes the cost of any necessary servicing, repair, or correction. This disclaimer constitutes an essential part of the Licence.
ARTICLE 8. LIMITATION ON LIABILITY FOR OPEN SOURCE MODULES
8.1. Subject to section 16.3, under no circumstances, shall the Licensor be held liable for any direct, indirect, special, incidental, or consequential damages of any character or for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if such party shall have been informed of the possibility of such damages.
8.2. This limitation of liability is not intended to limit the scope of application of this Agreement, nor the diligence of Licensees.
LICENCE FOR BUSINESS MODULES
ARTICLE 9. LICENCE GRANT FOR BUSINESS MODULES
9.1. This Section applies to Business Modules as defined by Art. 1.2(f). Unless otherwise agreed by the Parties, the following provisions are deemed to be supplemented by a separate agreement between Henshin Group LTD and each specific Corporate Client. Such an agreement shall contain provisions concerning inter alia the use of Movens Mobility Platform, the royalties to be paid by the Licensee, and the termination of the Licence.
9.2. Unless applicable laws give to licensed parties more rights despite this limitation, the Licensee may use the software only as expressly permitted in this Section. Nothing in this Agreement is intended to grant a royalty-free or a free of charge right to use the Business Modules. Accordingly, any rights in relation to the Business Modules is specifically subject to the prior payment of the required fee as specified in a separate agreement with the Corporate Client.
9.3. Subject to the terms and conditions of this Section, the Licensor hereby grants a non-transferable, non-exclusive, revocable Licence to use in the Territory the Software solely for Licensee’s internal business purposes as stated below:
a) for the Hosted Services, terms and condition are provided by SaaS agreements or other specific contracts;
b) the Licensee may make one backup copy of the software only to reinstall the Software, when such software is not given as SaaS.
9.4. Unless otherwise provided by law, the Licensee may not attempt to:
a) modify, copy, translate, sublicense, distribute, sell the Software or any part of it.
b) reverse engineer or attempt to extract the source code of the Software unless the Licensee has the Original Author’s written permission and without prejudice to the rights and obligations provided for by applicable law;
c) rent or lease any rights in the Software in any form to any third party or make the Software available or accessible to third parties in any other manner (except as expressly permitted by Henshin Group LTD);
d) transfer assign or sublicense right to any other person or entity (except as expressly permitted by Henshin Group LTD);
e) remove any proprietary notice, labels, or marks on the Software;
f) publish the software for others to copy;
g) use the Software to determine, or disclose the results of, any benchmarking or performance measurements;
h) use the Software on a device not owned and controlled by himself;
i) use the Software for third-party training, commercial time-sharing or service bureau use or use the Software to provide services to third parties, except as expressly set forth in this Agreement.
j) The Licensee acknowledges that the use of the mobile app for the Movens Mobility Platform, the parties' respective rights and obligations in relation to the mobile app and any liabilities of either party arising out of the use of the mobile app shall be subject to separate terms and conditions.
ARTICLE 10. COPYRIGHT ON BUSINESS MODULES
10.1. The Software is subject to Intellectual Property Rights (copyright) owned by Henshin Group LTD. All rights (including, trade secrets, patent and other Intellectual Property Rights), title, interest in and to the Software, and any copy thereof remain with Henshin Group LTD.
10.2. The Licensee acknowledges that no title or other intellectual property rights in the Software or other products is transferred to him and that he will not acquire any rights to the Software or other Products except for the specific limited Licence as expressly set forth in Art. 9.
ARTICLE 11. WARRANTY AND LIMITATION ON LIABILITY FOR BUSINESS MODULES
11.1. Licensor provides a limited warranty for its product only to the single end-user person or entity that originally purchased the Software. The warranty is only valid for products which are properly purchased through authorized distributors and resellers. All warranty claims must be submitted in writing to Henshin Group LTD within 14 days after the appearance of the defect during the warranty period.
11.2. Licensor shall repair or replace the non-conforming Software so as to make it conform to the documentation and anything else agreed-upon by the Parties in writing. Except as otherwise agreed by the Parties in a separate contract, this obligation does not include transport fees, labor, de-installation, installation, reconfiguration, or return shipment and handling fees and costs, and Henshin Group LTD shall have no obligation related thereto.
11.3. Subject to Article 16.3 and notwithstanding anything to the contrary herein, Henshin Group LTD is not liable under any contract, negligence, tort, strict liability, infringement or other legal or equitable theory for any loss of use of the product or service or any damages of any kind whatsoever, whether direct, special, incidental or consequential or for loss of goodwill, loss of profit, loss of opportunity, loss or damage related to use of the product or service in connection with high risk activities, de-installation and installation fees and costs, damage to personal or real property, work stoppage, computer failure or malfunction, computer security breach, computer virus infection, loss of information or data contained in, stored on, or integrated with any product) resulting from the use of the Software, even if Henshin Group LTD has been advised of the possibility of such damages.
ARTICLE 12. CONFIDENTIALITY OF BUSINESS INFORMATION
12.1. For contracts that fall within the scope of the present Section, each Party undertakes to respect and protect the confidentiality of all Confidential Information acquired as a result of or pursuant to this Licence.
12.2. In particular, each Party agrees:
a) not to divulge to any third person any Confidential Information;
b) to give access to such Information solely to those employees that need to have access thereto for purposes of this Licence;
c) to take the same security precautions to protect against disclosure or unauthorized use of such information that the Party takes with its own proprietary information;
12.3. The foregoing provisions does not apply with respect to any information that a Party can document:
a) is or becomes generally available to the public without any breach of confidentiality by, or involvement of such Party;
b) was rightfully disclosed without any breach of contract;
c) was independently developed without use of any Confidential Information.
12.4. Nothing in this Article will prevent a Party from disclosing any Confidential Information pursuant to any judicial or governmental order, provided that the same Party shall inform the other party of its request promptly after receiving such notice.
12.5. Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of this Article, and that such party will be entitled to seek injunctive relief in the event of any breach.
ARTICLE 13. TERMINATION
13.1. Each Party may terminate this Agreement immediately by giving written notice of termination to the other Party if the other party commits a material breach of these general conditions or a serious breach of contract.
13.2. Each party may terminate this Agreement immediately by giving written notice of termination to the other party if:
a) the other party (i) 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 within the meaning of section 123 of the Insolvency Act 1986, (ii) passes a resolution for winding up (other than for the purpose of a solvent amalgamation or reconstruction) or has an order to that effect made by a court of competent jurisdiction, (iii) enters into a composition or scheme of arrangement or voluntary arrangement with its creditors or has a receiver, manager, liquidator, administrator or administrative receiver is appointed over any of its assets, or (iv) ceases or threatens to cease to do business; or
b) notice of intention to appoint an administrator over the assets of other party is given by any person under the Insolvency Act 1986 or an application is made to court or an order is made for the appointment of an administrator over the assets of other party; or
c) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
d) an analogous event occurs to the other party in any jurisdiction.
13.3. The rights granted under Articles 5 and 9 of this Agreement will terminate automatically if the Licensee fails to comply with any of the abovementioned provisions.
13.4. After the termination of the Agreement, the Licensee must immediately cease carrying out any licenced action or activity, and continues to be bound by articles 5.2, 5.3, 5.4, 5.5, and 9.4 of this Agreement.
ARTICLE 14. COPYRIGHT INFRINGEMENTS
14.1. If the Licensee performs any act which the Licensor believes constitute in the Territory a copyright infringement of the Software, or constitute a plagiarism, or violate or infringe any right of the Original Author, the Licensor may and shall have the exclusive right to sue or start any proceeding necessary to prevent such acts and conducts and to secure damages and other relief by reason thereof, and to generally take such steps as may be advisable, necessary or proper for the full protection of his rights.
14.2. The Licensee shall indemnify and hold the Licensor harmless from and against any damages, claims, losses, settlements, attorneys' fees, legal fees and court costs and other expenses related to any such activities or any claims in connection therewith.
ARTICLE 15. DATA PROTECTION
15.1. Each party shall comply with the Data Protection Laws with respect to the processing of the customer Personal Data (as defined by the Data Protection Laws). For the purposes of this Agreement, “Data Protection Laws” shall mean the Data Protection Act 2018, the Privacy and Electronic Communications (EU Directive) Regulations 2003 and all applicable EU directives, regulations or codes of practice (to the extent that such codes of practice have legal effect) relating to data protection.
15.2. Business Modules Licence holders will be deemed as data controllers for Personal Data they process by exercising the rights granted by this Licence. Accordingly, the Licensee is solely responsible for, and assumes all liability with respect to, the collection of data with respect to its users of the Software including, without limitation, notifying such users and complying with all data collection, privacy and other regulations, laws, industry standards and rights of others applicable to any such activity. The Licensee shall indemnify and hold the Licensor harmless from and against any damages, claims, losses, settlements, attorneys' fees, legal fees and court costs and other expenses related to any such activities, any claims in connection therewith and/or its breach of Data Protection Laws.
15.3. The Licensor shall only process customers’ Personal Data directly collected and stored in providing the Services and shall be a Data Processor on behalf of the Licensor.
15.4. The Licensor will promptly inform the Licensee if, in his opinion, an instruction relating to the processing of Personal Data infringes the Data Protection Laws. The Licensor will report any Personal Data breach relating to the customer Personal Data according to applicable Data Protection Laws.
15.5. Licensees of the Business Modules shall ensure that persons authorized to process the customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
15.6. The contracting Parties shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the Personal Data, including those measures specified in specific agreements.
15.7. If a Licensee commits multiples infringements or a serious breach of Data Protection Law, the Licensor may terminate this Agreement on 7 days' written notice.
15.8. A Licensee of the Business Modules shall make available to the Licensor all information necessary to demonstrate the compliance with applicable Data Protection Laws. To this end, the Licensee shall allow for and contribute to audits, including inspections, according to specific agreements.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1. Except as specifically permitted above, the Licensee may not assign this contract or transfer any of the rights or obligations under this agreement without the prior written consent of Henshin Group LTD.
16.2. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
16.3 Nothing in this Agreement shall limit the liability of the Licensor for:
a) death or personal injury resulting from its negligence (as defined in the Unfair Contract Terms Act 1977);
b) fraudulent misrepresentation;
c) any other liability which cannot be limited or excluded by applicable law.
16.4 Subject to section 8.3, the aggregate liability of the Licensor to the Licensee, whether in contract or tort (including negligence and negligent misstatement) or for misrepresentation, breach of statutory duty or otherwise arising under or connection with this Agreement (including liability for recovery of sums paid by the Licensee and for all damages, costs and expenses) with respect to all claims arising under or in connection with this Agreement shall be limited to an amount not exceeding 100% of the any fees or charges paid by the Licensee in the 12 months prior to the event which gave rise to the claim.
16.5 The Licensee shall not without the prior written consent of the Licensor assign, transfer (in whole or in part), charge, declare a trust over or deal in any manner with this Agreement or the benefit or burden of or the rights under this Agreement.
16.6 Except as otherwise stated in this Agreement, the rights and remedies of each party under this Agreement are in addition to any other rights or remedies under this Agreement or the general law, and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right or a partial exercise of any right under this Agreement is not a waiver of that or any other right under this Agreement. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
16.7 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Agreement.
16.8 All notices between the parties with respect to this Agreement shall be in writing and signed by or on behalf of the party giving it. Any notice shall be duly given (i) on delivery if delivered by hand, (ii) 48 hours after sending if sent by first class post or special or recorded delivery (or other “proof of delivery” or “proof of posting” service that Royal Mail may from time to time offer) or (iii) on sending if sent by email (provided that a copy is also sent by post). Notices shall be sent to the addresses given below (or such other address as the addressee may from time to time have notified for the purpose of this clause):
(A) in the case of notices delivered by hand, post or recorded delivery, to (i) the Licensor at the Licensor’s registered address; and (ii) to the Licensee at the address notified to the Licensor when this Agreement was entered into, and
(B) in the cases of notices sent by email:
(i) to the Licensor at: firstname.lastname@example.org
(ii) to the Licensee at the email address notified to the Licensor when this Agreement was entered into.
ARTICLE 17. FORCE MAJEURE
17.1 . If a force majeure event gives rise to a failure or delay in either party performing any obligation under the terms of this Licence that obligation will be suspended for the duration of the force majeure event.
17.2 . A party that becomes aware of a force majeure event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
a) promptly notify the other; and
b) inform the other of the period for which it is estimated that such failure or delay will continue.
17.3 A party whose performance of its obligations under this Agreement is affected by a force majeure event must take reasonable steps to mitigate the effects of the force majeure event.
ARTICLE 18. SETTLEMENT OF DISPUTES AND APPLICABLE LAW
18.1 The Parties shall make every effort to settle amicably any dispute relating to the contract, which may arise between them.
18.2 Once a dispute has arisen, a Party shall notify the other Party of the dispute, stating its position on the dispute and any solution, which it envisages, and requesting an amicable settlement. The other party shall respond to this request for amicable settlement within 30 days, stating its position on the dispute. Unless the parties agree otherwise, the maximum time period laid down for reaching an amicable settlement shall be 120 days from the date of the notification requesting such a procedure. Should a Party not agree to the other party's request for amicable settlement, should a party not respond in time to that request or should no amicable settlement be reached within the maximum time period, the amicable settlement procedure is considered to have failed.
18.3 In the absence of an amicable settlement, a party may notify the other party requesting a settlement through conciliation by a third person. Unless the parties agree otherwise, the maximum time period laid down for reaching a settlement through conciliation shall be 120 days from the notification requesting such a procedure. Should a party not agree to the other party's request for conciliation, should a party not respond in time to that request or should no settlement be reached within the maximum time period, the conciliation procedure is considered to have failed.
18.4 If the amicable settlement procedure and, if so requested, the conciliation procedure fails, jurisdiction for all disputed will be granted to the competent court of England and Wales.
This Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.