1. Definitions and Interpretation
1.1 The following definitions apply throughout this Contract:

Additional Charges: the charges payable by the Customer to NWA for the Consumables as may be further detailed in the Order Form.
Affiliate: means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity.

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force. Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England, when banks in London are open for business.
Compliance Legislation: means the Bribery Act 2010, the Criminal Finances Act 2017, the Modern Slavery Act 2015, the Money Laundering Regulations 2017 and such other pieces of Applicable Law relating to corporate criminal offences as may be in force from time to time. Conditions: means these terms and conditions.

Consumables: means any additional items (including, without limitation, toilet rolls, hand soap and paper towels) that may be provided in connection with the Services and in respect of which the Customer shall be required to pay Additional Charges.
Contract: means this contract between NWA and the Customer in connection with the supply of the Services, comprising the Order Form and these Conditions.

Customer means the person or entity that is entering into this Contract with NWA, whose details are set out in the Order Form.
Cleaning Products: means any items necessary for NWA to provide the Services to the Customer as may be further detailed in the Order Form.

Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Force Majeure: means any event or sequence of events not within a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under this Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of this Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving NWA, its workforce or supply chain, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay.

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Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company. And any subsidiary from time to time of a holding company of that company. Group Company shall be construed accordingly.
Insurance Policies: Public liability insurance cover with a limit of at least £1 million for claims arising from a single event or series of related events.

Loss: actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.
NWA’s Equipment: any equipment provided and used by NWA for the supply of the Services. NWA’s Personnel: means all employees, officers, staff, other workers, agents and consultants of NWA, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time.

Order Form: means the order form attached to these Conditions.
Premises: means the Customer’s premises at which NWA is to provide the Services under this Contract, as further detailed in the Order Form.
Renewal Term: has the meaning given in clause 2.3.
Restricted Person: any firm, company or person employed or engaged by NWA or any Group Company of it during the Term who has been engaged in the provision of the Services or the management of the Contract, either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
Services: means the services to be performed by NWA to the Customer under this Contract, together with any applicable Consumables.
Service Charges: the charges set out in the Order Form which shall be payable by the Customer in consideration of NWA’s supply of the Services, together with any Additional Charges.
Services Start Date: the day on which NWA is to start provision of the Services, as set out in the Order Form.
Term: means the Initial Term and any applicable Renewal Terms together.
VAT: means value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 In these Conditions, unless the context otherwise requires:

1. 1.2.1  a reference to this Contract includes these Conditions, the Order Form, and their

   respective schedules, appendices and annexes (if any).

2. 1.2.2  Any clause, schedule or other headings in these Conditions are included for

   convenience only and shall have no effect on the interpretation of these Conditions.

3. 1.2.3  A reference to a ‘party’ means either NWA or the Customer and includes that party’s

   personal representatives, successors and permitted assigns.

4. 1.2.4  A reference to a ‘person’ includes a natural person, corporate or unincorporated body

   (in each case whether or not having separate legal personality). A reference to a

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company includes any company, corporation or other body corporate, wherever and

however incorporated or established.

5. 1.2.5  Unless the context otherwise requires, words in the singular shall include the plural

   and vice versa. Unless the context otherwise requires, a reference to one gender shall

   include a reference to the other genders.

6. 1.2.6  A reference to ‘writing’ or ‘written’ includes email.
7. 1.2.7  A reference to legislation or a legislative provision is a reference to that legislation as

   amended, extended, re-enacted or consolidated from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

2 Contract Formation, Duration and Exclusivity

1. 2.1  These Conditions apply to this Contract between the Supplier and the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. 2.2  This Contract shall commence on the Services Start Date and shall continue, unless terminated earlier in accordance with these Conditions, for the Initial Term.
3. 2.3  This Contract shall automatically extend for a further period equal in length to the Initial Term (Renewal Period) at the end of the Initial Term and at the end of each Renewal Period. A party may give written notice to the other party not less than 3 months before the end of the Initial Term or any relevant Renewal Period, to terminate this Contract at the end of the Initial Term or the relevant Renewal Period, as the case may be.
4. 2.4  The Customer hereby appoints NWA on an exclusive basis to provide the Services at the Premises throughout the Term. Where NWA is to provide the Services in only one part or parts of the Premises (and not all of the parts of the Premises where NWA would ordinarily be able to provide the Services), the Customer shall appoint NWA on an exclusive basis to provide the Services at that part or parts of the Premises throughout the Term.
5. 2.5  NWA shall be entitled to provide any services which are similar to the Services to any third party.

3 Supply of Services and Consumables

3.1 NWA shall:

1. 3.2.1  perform the Services with reasonable care and skill;
2. 3.2.2  shall use its reasonable endeavours to meet estimated dates for performance , but any such dates are approximate only and time for performance by NWA shall not be of the essence of this Contract.;
3. 3.2.3  comply with all applicable laws, statutes, regulations from time to time in force; and

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3.2.4 use reasonable endeavours to observe all health and safety and security requirements that apply at the Premises and that have been communicated to it under clause 4.1.4, provided that it shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract.

3.2 Where NWA is required to provide the Services in excess of the hours specified in the Order Form on any particular Business Day, it reserves the right, at its absolute discretion, to adjust the hours that it provides the Services on subsequent Business Days in order to ensure that the hours actually provided are the same as those specified in the Order Form. Any continuous need of the Customer for NWA to provide Services in excess of the hours specified in the Order Form shall be subject to NWA’s written consent and shall be subject to additional Service Charges.

3. 3.3.  In some instances, NWA will be required to mobilise a cover team to provide the Services where, for example, employees, agents or subcontractors may be unavailable or due to Force Majeure. In these circumstances, NWA will use its reasonable endeavours to provide an equivalent level of service as would normally be provided, but the Customer acknowledges that in some cases this may not be possible. NWA shall not be in breach of this Contract in such circumstances.
4. 3.4.  As part of the Services NWA may provide the Customer with Consumables, which shall be the subject of Additional Charges, as further specified in the Order Form or otherwise in writing to the Customer. Where NWA is to provide Consumables, it does so without any warranty as to the Consumables’ conformance with their description, quality, fitness for purpose or freedom from defects, provided that NWA shall use reasonable care and skill in their selection.

4. Customer’s Obligations

4.1 The Customer shall:

1. 4.1.1  co-operate with NWA in all matters relating to the Services;
2. 4.1.2  provide and prepare, for NWA, its agents, consultants and employees, in a timely manner access to the Premises and other facilities as reasonably required by NWA, including but not limited to the provision of keys and door/alarm codes as applicable;
3. 4.1.3  provide to NWA in a timely manner all instructions, documents, information, items and materials in any form (whether owned by the Customer or a third party) as reasonably required by NWA in connection with the Services and ensure that they are accurate and complete in all material respects;
4. 4.1.4  inform NWA of all health and safety and security requirements that apply at the Premises, such requirements to be reasonably informed to NWA prior to the commencement of the Services;
5. 4.1.5  obtain and maintain all necessary licenses and consents and comply with all Applicable Laws as required to enable NWA to provide the Services;
6. 4.1.6  comply with its further obligations as specified within the Order Form; and

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7. 4.1.7  keep and maintain NWA’s Equipment in good condition or in accordance with NWA’s instructions from time to time and shall not dispose of or use NWA’s Equipment other than in accordance with NWA’s written instructions or authorization; and
8. 4.1.8  ensure that NWA’s Equipment is Portable Appliance Testing (“PAT”) compliant at all times throughout the Term.]

4.2 If NWA’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, NWA shall:

1. 4.2.1  not be liable for any Losses suffered or incurred by the Customer that arise directly or indirectly from such prevention or delay;
2. 4.2.2  be entitled to payment of the Service Charges despite any such prevention or delay; and
3. 4.2.3  be entitled to recover any additional Losses that it suffers or incurs that arise directly or indirectly from such prevention or delay.

5. Payment

1. 5.1  In consideration of the provision of the Services by NWA the Customer shall pay the Service

   Charges.

2. 5.2  All amounts payable by the Customer are exclusive of VAT, which the Customer shall additionally be liable to pay any applicable VAT to NWA, subject to receipt of a valid VAT invoice.
3. 5.3  NWA shall invoice the Customer at the end of each month for the Services performed and in accordance with the payment terms as set out in the Order Form. In the absence of any payment terms in the Order Form, the Customer shall be required to pay all invoices raised by NWA within 30 days of the date on which such invoices are raised.
4. 5.4  The Customer shall pay all invoices:
   1. 5.4.1  in full without any deduction, counterclaim, withholding or set-off (other than any deduction or withholding of tax as required by law), in cleared funds within 30 calendar days of the date of each invoice; and
   2. 5.4.2  to the bank account nominated by NWA.
5. 5.5  Time for payment of the Service Charges shall be of the essence.
6. 5.6  Where the Customer fails to make payment of sums due to NWA under this Contract by the due date for payment, then:

5.6.1 the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date for payment until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and

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5.6.2 NWA is entitled to suspend all or part of the Services under this Contract or any other contract with the Customer until all payment and interest due under all invoices has been paid in full.

5.8 NWA shall, at its sole discretion, be entitled to increase the Service Charges:

5.8.1 on an annual basis with effect from each anniversary of the Services Start Date to reflect increases in the consumer prices index during the previous year. NWA shall give the Customer not less than one month’s prior notice in writing of proposed changes; and/ or

5.8.2 due to any:

1. 5.8.2.1  factor beyond the reasonable control of NWA including, without limitation, increases in NWA’s operating costs, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture and other occurrences of Force Majeure;
2. 5.8.2.2  request by the Customer to change the performance dates, hours or specifications for the Services provided; or
3. 5.8.2.3  delay caused by any instructions of the Customer or failure of the Customer to give NWA adequate information or instructions,

and in such circumstances NWA shall provide the Customer with reasonable advanced notice in writing.

6 Compliance with Laws and Policies

6.1 The Customer represents, warrants and undertakes to NWA that:

1. 6.1.1  it has in place, and will at all times during the Initial Term or any Renewal Term (as the case may be) continue to have in place, adequate procedures designed to prevent the Customer from committing an offence under any Compliance Legislation and as a minimum such procedures comply, and will at all times during the term of this Contract comply, with the most recent guidance issued from time to time by the Secretary of State pursuant to the applicable Compliance Legislation;
2. 6.1.2  it shall comply with all Compliance Legislation in connection with this Contract and shall immediately notify NWA if it discovers or suspects that it has acted in a way which violates Compliance Legislation;
3. 6.1.3  it shall promptly co-operate with NWA and/or any regulator and/or prosecutor in any investigation relating to any breach, or alleged breach, of any Compliance Legislation by the Customer; and
4. 6.1.4  neither the Customer nor (to the extent applicable) any of its respective shareholders, subsidiaries or Affiliates nor any of their directors, offices, agents or employees has been subject to any investigation by any government agency with regard to any breach of the Compliance Legislation.

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2. 6.2  The Customer will throughout the term of this Contract comply with, monitor and enforce the obligations referred to in clause 6.1 above.
3. 6.3  If the Customer fails to comply with this clause 6, NWA shall be entitled, in its sole discretion, to terminate this Contract and any other contracts between the Customer and NWA without penalty to NWA but with obligations for the Customer to remedy any Losses suffered by NWA as a result of such termination or breath of the terms of this Contract.

7 Insurance

1. 7.1  The Customer shall maintain in force during the Initial Term (and any applicable Renewal Term) full and comprehensive Insurance Policies.
2. 7.2  The Customer shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to NWA and that the level of cover and other terms of insurance are acceptable to by NWA.
3. 7.3  On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the Insurance Policies and that the relevant premiums have been paid.
4. 7.4  The Customer shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way, or if the Customer is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Customer shall notify NWA without delay.

8 Limitation of Liability and Customer Indemnity

1. 8.1  Notwithstanding any other provision of this Contract, neither party excludes or limits liability to the other party for:

   8.1.1 death or personal injury caused by negligence, or the negligence of its employees, agents, or subcontractors (as applicable);

   8.1.2 fraud or fraudulent misrepresentation; or

   8.1.3 any matter in respect of which it would be unlawful to exclude or restrict liability.

2. 8.2  Subject to clause 8.1:

   8.2.1 NWA shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

   1. (a)  loss of profits;
   2. (b)  loss of or damage to goodwill;
   3. (c)  loss of sales or business;
   4. (d)  loss of agreements or contracts;
   5. (e)  loss of anticipated savings;
   6. (f)  loss of use or corruption of software, data or information; and
   7. (g)  any consequential, indirect or special Loss,

   that arises under or in connection with this Contract; and

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8.2.2 NWA’s total liability to the Customer in respect of all other Losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Service Charges actually paid by the Customer to NWA in the preceding 12 months in connection with this Contract.

3. 8.3  The Customer shall indemnify NWA, keep NWA indemnified and hold NWA harmless for and against any and all Losses suffered or incurred by NWA howsoever arising out of or in connection with:
   1. 8.3.1  any act or omission of the Customer or any of its employees, agents or subcontractors, in its performance or failure to perform its obligations under this Contract; and
   2. 8.3.2  the death of or injury to any of NWA’s employees, agents or sub-contractors while they are on Customer’s Premises,

      in each case whether in contract, tort (including negligence), breach of statutory duty, or otherwise and whether the same are direct, indirect, special or consequential including any loss of profits, contract, business, revenue, goodwill or reputation or any other pure economic loss, loss or corruption of data or information.

4. 8.4  In light of the assurances provided by NWA relating to the Services under this Contract, the terms implied by sections 2 to 5 and 13 to 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permissible by law, excluded from the Contract.
5. 8.5  This clause 8 shall survive termination of the Contract.

9 Confidentiality

1. 9.1  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customs, clients or suppliers of the other party, except as permitted by clause 9.2.
2. 9.2  Each party may disclose the other party’s confidential information:
   1. 9.2.1  to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
   2. 9.2.2  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. 9.3  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
4. 9.4  This clause shall remain in force for the duration of this Contract and, subsequently, for 3 years after termination of this Contract.

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10. 10  Data Protection

    The parties do not anticipate that the performance of their respective obligations under this Contract will include the processing of any Personal Data. Without prejudice to the foregoing, each party shall, in respect of its dealings (whether contractual or otherwise) under this Contract, comply with its obligations under the Data Protection Laws.

11. 11  Force Majeure

1. 11.1  NWA shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure event.
2. 11.2  NWA shall use all reasonable endeavours to mitigate the effect of a Force Majeure event on the performance of its obligations.
3. 11.3  If a Force Majeure event prevents, hinders or delays NWA’s performance of its obligations for a continuous period of more than 60 days in any the Customer may terminate this Contract on immediate written notice or renegotiate this Contract to achieve, as nearly as possible, the original commercial intent.

12 Termination

1. 12.1  Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:
   1. 12.1.1  the other party commits a material breach of any term of this Contract which breach is not remediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days of receiving written notice to do so;
   2. 12.1.2  the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to the court for or obtain a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restricting), having a receiver appointed to any of its assets or ceasing to carry on business;
   3. 12.1.3  the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
   4. 12.1.4  the other party’s financial position deteriorates to such an extent that in the termination party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under this Contract has been placed in jeopardy.
2. 12.2  Without affecting any other right or remedy available to it, NWA may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. 12.3  On termination of this Contract for whatever reason:

   12.3.1 the Customer shall immediately pay to NWA all of NWA’s outstanding invoices and interest sent to the Customer irrespective of date and, in respect of Services supplied

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but for which no invoice has been submitted, NWA may submit an invoice, which shall be payable immediately on receipt;

2. 12.3.2  any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect;
3. 12.3.3  the Customer shall immediately deliver to NWA all NWA’s Equipment and any remaining Cleaning Products that are left at the Premises and which are in its possession; and
4. 12.3.4  termination or expiry of this Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry.

13 Restrictions on Customer

1. 13.1  In order to protect the legitimate business interests of NWA, the Customer has agreed to be bound by the covenants contained in this clause 13.
2. 13.2  The Customer covenants with NWA for itself and for each Group Company that it shall not (and that each member of the Customer’s Group shall not), except with the prior written consent of NWA:
   1. 13.2.1  attempt to solicit or entice away; or
   2. 13.2.2  entice away,

   from the employment or service of NWA the services of any Restricted Person other than by means of a national advertising campaign open to all-corners and not specifically targeted at such staff of NWA.

3. 13.3  The Customer shall be bound by the covenant set out in clause 13.2 during the Term of the Contract and for a period of 12 months after the termination or expiry of the Contract.
4. 13.4  Any consent given by NWA in accordance with clause 13.2 shall be provided at NWA’s absolute discretion and shall be subject to the Customer paying to NWA:
   1. 13.4.1  a sum equivalent to 20% of the then current annual remuneration of the Restricted Peron or, if higher, 20% of the annual remuneration to be paid by the Customer to that Restricted Person; and
   2. 13.4.2  all recruitment and training fees that NWA estimates (acting reasonably) that it will incur in order to procure, employ or engage and train a replacement individual (or individuals) for any Restricted Person to which it provides its written consent under clause 13.2.

14. Multi-tiered Dispute Resolution Procedure

14.1 If a dispute arises between the parties out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in this Contract, the parties may at their discretion follow the procedure set out in this clause 14.

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1. 14.1.1  either party shall give to the other written notice of the Dispute, setting out its nature and full reasonable information as to the nature of the Dispute (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, employees at management level (or the nearest equivalent) of the parties shall attempt in good faith to resolve the Dispute;
2. 14.1.2  if the management level employees are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to the directors of the parties who shall attempt in good faith to resolve it;
3. 14.1.3  if the directors of the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them and the Customer is not registered in the United Kingdom, the parties will attempt to settle it by mediation;
4. 14.1.4  unless otherwise agreed between the parties within 30 days of service of the Dispute Notice, either party may require a recommendation for the nomination of a mediator from the Centre for Effective Dispute Resolution (CEDR);
5. 14.1.5  the parties shall have recourse to mediation in accordance with the International Chamber of Commerce’s Mediation Rules, which are deemed to be incorporated by reference into this clause;
6. 14.1.6  to initiate the mediation, a party must give notice in writing (ADR Notice) to the other party to the Dispute, referring the Dispute to mediation. A copy of the ADR Notice should be sent to CEDR; and
7. 14.1.7  if the directors of the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them and the Customer is registered in the United Kingdom, the parties may commence court proceedings under clause 16.7 in relation to the whole or part of the Dispute.

15 Notices

1. 15.1  Any notice or other communication given by a party under or in connection with this Contract shall be in writing and shall be:
   1. 15.1.1  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business (in any other case); or
   2. 15.1.2  sent by email to contract details specified in this Contract or otherwise as notified previously by that party.
2. 15.2  Any notices shall be deemed to have been received:
   1. 15.2.1  if delivered by hand, on receipt of a signature at the time of delivery or at the time the notice is left at the proper address;
   2. 15.2.2  if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
   3. 15.2.3  if sent by email, at 9.00 am on the next Business Day after transmission.

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15.3 This clause does not apply to service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.

16 General

1. 16.1  Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether in writing or oral in respect of its subject matter.
2. 16.2  Variation. No variation of this Contract shall be valid or effective unless it is in writing and is duly signed or executed by the parties (or their authorised representatives).
3. 16.3  Waiver
   1. 16.3.1  A waiver of any right or remedy under this Contract or by law is only to be effective if

      given in writing and shall not be deemed a waiver of any subsequent right or remedy..

   2. 16.3.2  A failure or delay by a party to exercise any right or remedy provided by law or under this Contract shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided by law or under this Contract shall prevent or restrict any further exercise of that or any other right or remedy.
4. 16.4  Severance. If any provision or part-provision of this Contract is or becomes illegal, invalid 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 15.4 shall not affect the validity and enforceability of the rest of this Contract.
5. 16.5  Third Party Rights.
   1. 16.5.1  Except as expressly provided for in clause 16.5.1, a person who is not a party to this Contract shall not have any rights under this Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Contract.
   2. 16.5.2  Any Affiliate of NWA shall be entitled under this Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Contract. The consent of any such Affiliate is not required in order to rescind or vary this Contract or any provision of it.
6. 16.6  Governing Law. This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
7. 16.7  Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract, its subject matter or formation (including non-contractual disputes or claims.