general conditions -v 13 oct 2016.docx3 GENERAL CONDITIONS (Version 13 October 2016)

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1 GENERAL CONDITIONS (Versin 13 Octber 2016) Cntract These General Cnditins will frm part f any cntract t which they are expressed t apply ( Cntract ). Unless therwise stated capitalised expressins used in these General Cnditins shall have the meanings ascribed t them in the Cntract. The expressin Cntract Persnnel means the Supplier's emplyees, subcntractrs and agents (and their emplyees, subcntractrs and agents) engaged in the perfrmance f the Cntract. The expressin Supplies means all hardware, cmpnents, materials, plant, tls, test equipment, dcumentatin, firmware, sftware, spares, parts and things t be prvided t BT tgether with all infrmatin and wrk/services supplied t r perfrmed fr BT pursuant t the Cntract. Assignment and Subcntracting The Supplier shall nt assign r subcntract any part f the Cntract r mve any wrk frm ne cuntry t anther withut first btaining BT s written cnsent. Delivery The Supplier shall deliver and/r perfrm Supplies t r at such address(es) and at such times as are specified in the Cntract and/r by the Delivery Cntact if ne is appinted. If requested t d s, the Supplier shall give BT details f the weight and material cmpsitin f any packaging and/r batteries frming part f r accmpanying Supplies. Cmpliance The Supplier shall cmply with (and where applicable shall ensure that Supplies and its subcntractrs cmply with): all applicable laws, regulatins r by-laws f any relevant lcal r ther authrity as well as any BT site regulatins that may be ntified; and (and shall ensure that Cntract Persnnel cmply with) BT s Anti-Crruptin and Bribery Plicies at BT s business principles as set ut in BT's publicatin The Way We Wrk a statement f business practice at as thugh such plicies applied t and had been adpted by the Supplier, and prmptly prvide t BT n request frm time t time all infrmatin BT may reasnably require in respect f such cmpliance; and t the maximum extent permitted by any applicable law, BT s Third Party Pre-Emplyment Checks Plicy at and undertake checks at the apprpriate level prescribed by that Plicy f all Cntract Persnnel directly engaged in the perfrmance f the Cntract; and the requirements f the Cntract and all relevant UK and internatinal standards; and all applicable BT Generic Standards at Fr the avidance f dubt, GS1, GS13, GS18 and GS20 are mandatry standards applicable t all Suppliers. Any breach f this cnditin headed Cmpliance by the Supplier shall be deemed t be a material breach f the Cntract and BT shall have the right t terminate the Cntract in accrdance with Cnditin headed the Terminatin. Price The price payable by BT fr Supplies is as stated in the Cntract. The price excludes VAT, but includes all ryalties, licence fees r similar expenses arising frm the use f any intellectual prperty and the delivery and, where applicable, ff-lading f Supplies. Access t isupplier The prvisins f this General Cnditin shall apply nly if the Supplier uses isupplier (as defined in the General Cnditin headed Payment and Invicing ). The fllwing expressins are used in this General Cnditin: Access - intercnnectin with isupplier and access t BT infrmatin. Authrised BT having apprved Access as part f BT s authrisatin prcess and the Supplier having a recrd f this authrisatin. BT Security Cntact BT Security helpdesk cntactable n , r such ther persn whse details shall be ntified by BT t the Supplier frm time t time. Guide the latest applicable issue f BT s A Guide t Infrmatin Security fr Third Parties at Purpses - the prper perfrmance by the Supplier f its bligatins under and in accrdance with the Cntract. BT allws (s far as it can and is able t d s) the Supplier, while the Supplier is Authrised, Access slely fr the Purpses. In relatin t Access, the Supplier shall (and, where relevant, shall prcure that all cntract Persnnel) cmply with the Guide and: ensure each individual user has a unique user identificatin and passwrd knwn nly t such user; 1

2 ensure each individual receives apprpriate security training in the use, handling and management f passwrds and infrmatin; ensure that physical access t cmputer equipment having Access r string r having access t BT infrmatin is passwrd-prtected t reflect the Supplier's bligatins under the General Cnditin headed Security f Infrmatin ; ensure nward bridging r linking t BT cmputer systems is prevented. take all reasnable steps t ensure n viruses r malicius cde (as the expressins are generally understd in the cmputing industry) are intrduced t isupplier and/r BT infrmatin; nt have r permit Access ther than fr the Purpses in accrdance with the Cntract; take all reasnable steps t prevent unauthrised Access; and ntify BT immediately shuld any Cntract Persnnel mve ff this Cntact, thus enabling BT t disable the access rights t systems and infrmatin. Any breach f this General Cnditin by the Supplier shall be deemed t be a material breach f the Cntract and the Supplier indemnifies BT frm and against any csts, lsses, damages, prceedings, claims, expenses r demands incurred r suffered by BT which arise as a result f any such breach. The Supplier shall infrm the BT Security Cntact immediately if it becmes aware f any actual r suspected unauthrised Access r misuse f isupplier r BT infrmatin r breach f any f the Supplier's bligatins under this General Cnditin. Payment and Invicing In this General Cnditin, E-invicing Slutin means the submissin f the Supplier s invices by either (a) isupplier; r (b) the Prcessr Methd. Invice Prcessr means Tungsten Netwrk Limited r such ther cmpany as BT may specify frm time t time upn giving at least ne mnth s written ntice t the Supplier. isupplier means BT s Oracle isupplier applicatin, enabling, via the internet, the receipt f purchase rders, visibility and tracking f shipment receipting details, and invice and payment data, including the secure transmissin and strage f VAT invices, withut the delivery f paper invices, by electrnic means. Prcessr Methd the prcessing and transmissin by the Invice Prcessr t BT s Accunts Payable Service Prvider using either web invice r structured file methds. If BT requires the Supplier t use isupplier as the E-invicing Slutin, the Supplier shall, when payment becmes due, submit its invices using nly isupplier and agrees that BT and/r BT s Accunt Payable Service Prvider may reject any invice nt s submitted. If BT des nt require the Supplier t use isupplier as the E-invicing Slutin, the Supplier shall enter int an agreement with the Invice Prcessr fr the Prcessr Methd and shall, when payment becmes due, submit its invices using nly the Prcessr Methd and agrees that BT and/r BT s Accunt Payable Service Prvider may reject any invice nt s submitted. Each invice shall specify: its date; the crrect BT and Supplier legal entities in accrdance with the Cntract; the VAT amunt in sterling (and, if the agreed payment currency is ther than sterling, the rate at which the VAT amunt has been cnverted frm the agreed payment currency t sterling in accrdance with any then applicable HM Revenue & Custms requirements); the VAT Registratin number; the VAT rate applicable, the Cntract number; the rder reference; line reference; the relevant BT item cde(s) if apprpriate; the crrect price; the full descriptin f the Supplies t which the invice relates (as defined in the Cntract); the prtin f the Supplies fr which payment is due and, if apprpriate, the cumulative amunt inviced t date. The agreed payment currency and the Incterm must be specified in relatin t any nn-uk transactin. Any discunts shuld be separately shwn with a clear indicatin f what the discunt is fr plus infrmatin sufficient t cmply with Inland Revenue and Custms & Excise requirements. If the agreed payment currency is ther than sterling, the VAT amunt shall be payable by BT t the Supplier in sterling ntwithstanding such agreement. Where isupplier is used, the Supplier shall ensure n each ccasin that a pdf image f the tax invice shwing identical infrmatin t that inputted by the Supplier is attached t the isupplier invice recrd. The Supplier shall raise a separate invice fr each purchase rder reference number. BT may reject any invice if it is fr multiple purchase rder reference numbers r therwise des nt cmply with these General Cnditins. Unless therwise expressly stated in the Cntract, BT shall pay each due, valid and undisputed invice n r befre the first Mnday (r, if that Mnday is a public hliday, n the next day that is nt a public hliday) after the expiratin f 42 days frm the date BT receives the invice. Unless therwise expressly stated in the Cntract, payment shall nt becme due t the Supplier and the Supplier shall nt submit invices fr payment until the Supplier has fully cmpleted its bligatins under and in accrdance with the Cntract. 2

3 The Supplier shall submit invices within ne year f the date upn which the payment they relate t becmes due t the Supplier. BT shall have n liability t make payments in respect f invices nt s submitted. BT shall nt be liable t the Supplier fr r in cnnectin with any failure r unavailability f isupplier. Guarantee The Supplier shall prmptly at its wn expense in the case f tangible Supplies: remedy (by, at BT s ptin, repair, replacement r full refund f the purchase price) defects in Supplies appearing within tw years f delivery t BT which arise frm faulty design, wrkmanship, materials r the Supplier's negligence and shall pay fr their return carriage; and repair r replace (at BT's ptin) Supplies lst r damaged in transit befre delivery t BT; and reimburse any csts and expenses incurred by BT in recvering and/r returning defective Supplies t the Supplier. BT Items In relatin t all items prvided by BT t the Supplier and all items held by the Supplier which are r becme BT s prperty ( BT Items ), the Supplier shall: return them t BT upn cmpletin r terminatin f the Cntract r earlier reasnable request by BT, keep them securely and in gd cnditin, segregated and clearly marked as BT prperty and be fully liable fr any lss f r damage t them; satisfy itself that they are adequate fr the purpse fr which they are being prvided, and within 14 days f receipt ntify BT f any defects r deficiencies; nt, withut the prir written cnsent f BT, use BT Items fr any purpse ther than as necessary fr the perfrmance f the Cntract, r allw any third party t use r take pssessin f them; nt have, and shall ensure that n Cntract Persnnel have, a lien n BT Items fr any sum due and take all reasnable steps t ensure the title f BT and the exclusin f such lien are brught t the ntice f all Cntract Persnnel dealing with any BT Items; if there is any threatened seizure f any BT Items, r if the Supplier (r any Cntract Persnnel in pssessin f such BT Items) is affected by any f the inslvency events detailed in the General Cnditin headed Terminatin (r the equivalent f any f these), ntify BT immediately, draw t the attentin f the relevant fficial that BT Items belng t BT and d nt frm part f the Supplier's assets and allw BT t enter the Supplier's premises r thse f any Cntract Persnnel where BT Items are stred and take pssessin f them. Title and Risk Withut prejudice t BT's ther rights, title in tangible Supplies passes t BT n the earlier f delivery r payment (including part payment) and risk in tangible Supplies is brne by the Supplier until delivery. Transfer f Undertakings If Supplies include the prvisin f services, the Supplier indemnifies BT (and any successr supplier t the Supplier) against all claims and/r cmplaints by its emplyees in relatin t their emplyment by the Supplier and against all claims, liability, demands, prceedings, csts and expenses arising as a result f any applicatin f the Transfer f Undertakings (Prtectin f Emplyment) Regulatins 2006 (as amended frm time t time) r any similar r equivalent legislatin ( TUPE Regulatins ), such that BT and any successr supplier are each placed in n wrse a psitin financially than they wuld have been had such claims, cmplaints and/r liability nt existed. T the fullest extent permitted by law, the Supplier shall c-perate with (including by supplying such infrmatin as may reasnably be required) BT and/r any successr supplier in relatin t any applicatin r anticipated applicatin f the TUPE Regulatins in cnnectin with the Cntract. BT Security Requirements Withut prejudice t any bligatins f cnfidentiality it may have, where the Supplier r Cntract Persnnel have access t BT s r BT s custmer s Infrmatin (including persnal data) relating t BT r BT s Custmers, the Supplier shall: ensure such Infrmatin (including persnal data) is nt disclsed t r accessed by Cntract Persnnel nt directly emplyed n BT wrk; and keep (and ensure all relevant Cntract Persnnel keep) such Infrmatin (including persnal data) secure and cnfidential (including, withut limitatin, by effecting such systems and prcedures as are required t prtect the security f all infrmatin belnging t r cntrlled by BT t the extent that it is in the pssessin r under the cntrl f the Supplier in accrdance with industry best practice and implement all such systems and prcesses rigrusly). Prtectin f Persnal Data The prvisins f this Cnditin shall apply nly t the extent that persnal data (as defined belw) is prvided by BT t the Supplier r therwise acquired by the Supplier in relatin t the Cntract. 3

4 In this Cnditin, the fllwing terms shall have the fllwing meanings: cntrller, data subject, persnal data prcessr and prcessing shall have the meanings ascribed t them in Directive 95/46/EC r any subsequent legislatin in relatin theret ( The Directive ) and derivative expressins shall be cnstrued accrdingly; Data Prtectin Legislatin shall mean cllectively the Directive and applicable lcal legislatin, which includes in respect f persnal data riginating in the UK, the Data Prtectin Act 1998, the Privacy and Electrnic Cmmunicatins (EC Directive) Regulatins 2003, the Cmputer Misuse Act 1990 and the Regulatin f Investigatry Pwers Act 2000; and Transfer shall mean the prvisin f access t and/r the transfer f the persnal data. The Parties acknwledge that BT is the cntrller and the Supplier is the prcessr in respect f all persnal data prcessed by the Supplier fr the purpse f the Cntract and BT alne as cntrller shall determine the purpses fr which and the manner in which such persnal data will be prcessed by the Supplier. Withut prejudice t any ther right f audit that BT may have, the Supplier shall, upn BT giving reasnable ntice, allw BT r its nminated representatives such access t its (and its agents, subsidiaries and subcntractrs ) premises, facilities, equipment, infrmatin and recrds as may be reasnably required by BT frm time t time t assess the Supplier s and/r Cntract Persnnel s cmpliance with this Cnditin. The Supplier shall: prcess the persnal data nly n and in accrdance with the instructins f BT and t the extent necessary fr the prper perfrmance f the Cntract and shall nt prcess the persnal data fr any ther purpse; nt mdify, amend r alter the cntents f the persnal data except as required r permitted by the Cntract r with BT s prir written cnsent; implement the apprpriate technical and rganisatinal measures (including, where relevant, thse prescribed elsewhere in the Cntract) t prtect the persnal data against accidental r unlawful destructin r accidental lss, alteratin, unauthrised disclsure r access, and against all ther unlawful frms f prcessing; ensure that it takes reasnable steps t ensure the reliability f any f the Cntract Persnnel wh have access t the persnal data; that nly thse Cntract Persnnel wh need t have access t the persnal data are granted access t it; that such access is granted nly fr the purpses f the prper perfrmance f the Cntract; and that the Cntract Persnnel are infrmed f the cnfidential nature f the persnal data and cmply with the bligatins set ut in this Cnditin; ntify BT frthwith, and in any event, n later than 12 hurs frm the time it cmes t the Supplier s attentin, that any persnal data has been the subject f accidental r unlawful destructin r accidental lss, alteratin, unauthrised disclsure r access, r any ther unlawful frm f prcessing; ntify BT within 7 days f receipt by it f a request r ntice frm any data subject t have access t that persn s persnal data held by it; and prvide BT with full c-peratin and assistance in relatin t any cmplaint r request, including prviding BT with any relevant persnal data it hlds, within the timescales prvided by the request r ntice r as therwise required by BT; nt retain the persnal data fr lnger than is necessary t prperly perfrm the Cntract and upn expiry f the Cntract fr whatever reasn, r at any ther time at BT s request, securely destry r immediately return t BT all the persnal data and certify that n cpies have been made r retained by the Supplier r any third party acting n its behalf, prvided that such secure destructin r return des nt prevent the Supplier frm fulfilling its bligatins under the Cntract; and cmply with all Data Prtectin Legislatin. In respect f any Transfer: the Supplier shall btain BT s prir written cnsent befre any Transfer f persnal data t any third party; befre any Transfer t a subcntractr, the Supplier shall ensure that the subcntractr enters int a cntract n terms which prvide that the subcntractr has the same (mutatis mutandis) bligatins as the Supplier as are set ut in this Cnditin; in the event f a Transfer frm a cuntry within the Eurpean Ecnmic Area ( EEA ) t a cuntry utside the EEA (except if the Transfer is t a cuntry that the Eurpean Cmmissin has recgnised as prviding adequate prtectin) that Transfer shall be n the basis f the Mdel Cntract Clauses as issued by the Eurpean Cmmissin pursuant t the Directive except where the relevant Data Prtectin Legislatin prvides fr a dergatin frm this requirement. Any breach f this Cnditin by the Supplier shall be deemed t be a material breach f the Cntract and the Supplier shall indemnify BT frm and against any csts, lsses, damages, prceedings, claims, expenses r demands incurred r suffered by BT which arise as a result f such breach. 4

5 In the event f any change in the Data Prtectin Legislatin subsequent t the effective date f this Cntract (including the applicatin f the Eurpean General Data Prtectin Regulatin), the Supplier shall take such steps (including agreeing t additinal bligatins, executing additinal dcuments and/r ding all such acts and things) as may be requested by BT t ensure that the prcessing f persnal data under this Cntract cntinues t cmply with the Data Prtectin Legislatin. Infrmatin and Audit The Supplier shall prvide t BT (r its authrised representatives) (i) n request such infrmatin as BT shall frm time t time reasnably require t assess and/r verify the Supplier s cmpliance with the Cntract; and (ii) upn being given reasnable ntice, access t the Supplier s premises fr the purpses f accessing such infrmatin. Cnfidentiality The Supplier and BT shall each keep cnfidential all infrmatin btained frm the ther ("Cnfidential Infrmatin") and shall nt withut the ther's prir written cnsent disclse r use any Cnfidential Infrmatin except as necessary fr prperly perfrming the Cntract. This bligatin t maintain cnfidentiality shall nt apply t infrmatin which is: in the public dmain therwise than thrugh a breach f the Cntract; r already knwn t the recipient and nt the subject f any bligatin f cnfidentiality; r btained by the recipient frm a third party wh is free t disclse it; r replicated by develpment independently carried ut withut access t r knwledge f Cnfidential Infrmatin. The Supplier shall ensure that any subcntractr used in relatin t the Cntract is bund by a prvisin in similar terms t this General Cnditin in relatin t Cnfidential Infrmatin. Intellectual Prperty BT shall exclusively wn all new intellectual prperty rights created in the curse f perfrming bligatins pursuant t the Cntract ( New IPRs ). Where New IPRs take the frm f a tangible deliverable, such as sftware, dcumentatin and the like, the Supplier shall deliver t BT upn demand and free f charge a full cpy, including surce cde, f all New IPR. The Supplier hereby assigns t BT with full title guarantee all New IPRs, which shall vest in BT abslutely as and when they cme int existence, and will execute any additinal dcuments required t perfect such assignment. The Supplier hereby grants t BT a nn-exclusive irrevcable licence free f any payment, t cpy, disclse, publish, including t the extent reasnably anticipated hereunder sell and use (with the right t sublicense any such rights) the Supplies withut restrictin. The Supplier warrants that it has the right and pwer t grant t BT the licences granted under this Cntract. Sftware With respect t all sftware delivered r required t be delivered under the Cntract the Supplier hereby grants t BT free f all additinal charges, a nn-exclusive wrldwide irrevcable right t use and explit as reasnably required pursuant t the Cntract and warrants that it will be free n delivery frm any viruses, wrms, trjans, malware, adware and frms f electrnic repssessin. Frce Majeure Neither party shall be liable fr any delay in its perfrmance f the Cntract directly caused by any event beynd its reasnable cntrl prvided it has first given the ther party written ntice within 7 days after becming aware that the delay was likely t ccur. BT may terminate Cntract immediately in whle r in part by written ntice t the Supplier and have n liability fr the whle r part s terminated if the Supplier s delay exceeds 28 days. The prvisins f this General Cnditin d nt affect any right t terminate the Cntract under the General Cnditin headed "Terminatin. Indemnity The Supplier indemnifies BT against all claims, liability, demands, prceedings, csts and expenses arising: in respect f lss r damage t any prperty, r death r persnal injury f, any persn arising as a result f any act r missin f the Supplier, its emplyees, agents r subcntractrs (r their emplyees r agents) in relatin t the Cntract except t the extent such lss, damage, death r persnal injury is caused by the negligence f BT; r under Part 1 f the Cnsumer Prtectin Act 1987 in relatin t Supplies; r in respect f any claim r allegatin that Supplies r BT s use, pssessin, deplyment f them breaches any bligatin f cnfidence r infringes any intellectual prperty right (including withut limitatin, patents, cpyright, registered designs, design rights, database right and trade secrets). Limitatin f Liability Subject t the last paragraph f this General Cnditin, neither party shall be liable t the ther under r in cnnectin with the Cntract fr any indirect r cnsequential lss r damage. 5

6 Subject t the last paragraph f this General Cnditin, the liability f either party t the ther under r in cnnectin with the Cntract shall nt exceed the greater f either (i) ne millin punds ( 1,000,000); r (ii) 125% f the ttal price f all Supplies supplied r t be supplied under the Cntract. The preceding paragraphs f this General Cnditin shall nt apply t the extent that liability cannt be limited r excluded by any applicable law r t lss r damage arising ut f r in cnnectin with: death r persnal injury; r the wilful failure f either party t perfrm its cntractual bligatins; r the General Cnditins headed "Indemnity", Transfer f Undertakings and/r Cnfidentiality. Insurance Supplier shall at its wn expense take ut and maintain with an independently regulated, financially secure and prperly licensed insurer all insurances as are legally required and apprpriate in respect f its bligatins under the Cntract n terms that are adequate and custmary in the insurance market, including: Public liability insurance with limits f 5m per ccurrence and unlimited in respect f the number f ccurrences during any ne insurance perid; Emplyers liability and/r wrkers cmpensatin insurance as required by relevant law; If Supplies include specialist r prfessinal services, prfessinal indemnity Insurance with limits f 2m per ccurrence and all ccurrences during any ne insurance perid. This insurance shall be maintained fr a perid f six years after the expiry f the Cntract. All insurances shuld cver the vicarius liability f the Supplier fr the acts r missins f the Supplier s persnnel and/r cntractrs and the public liability and emplyers liability plicies shall cntain an indemnity t principal s clause in favur f BT. On request, the Supplier shall furnish t BT evidence t cnfirm that all insurance are cmpliant with the terms f the Agreement, failing which BT shall be entitled t arrange such cverage and t charge the Supplier with the cst theref. The amunts specified abve are minimum requirements and the Supplier shall be respnsible fr prviding any additinal cverage they may require and this General Cnditin shall nt be deemed t limit in any way their liability under the Cntract. The Supplier shall ntify BT as sn as it is aware f any event ccurring in relatin t the Cntract which may give rise t an bligatin t indemnify BT under the Cntract, r t a claim under any insurance required by the Cntract. Terminatin Withut prejudice t BT's ther remedies, BT shall have the right t terminate the Cntract frthwith, and t claim the additinal cst f btaining replacement supplies, if: the Supplier cmmits a material breach r persistent breaches f the Cntract and fails t remedy the breach within 10 days f receiving written ntice t d s; r the Supplier becmes inslvent, ceases r threatens t cease t trade, cmpunds with its creditrs, cmmits an act f bankruptcy, r a bankruptcy petitin r bankruptcy rder is presented r made in relatin t the Supplier; r has a receiver appinted, r a petitin fr an administratin rder presented r made: r a reslutin r petitin t wind up the Supplier is passed r presented (therwise than fr recnstructin r amalgamatin) r the equivalent f any f these events ccurs in any jurisdictin; r the wnership r cntrl f the Supplier is changed t (in BT s reasnable pinin) BT s detriment. If the Cntract is terminated by BT as abve, the Supplier shall c-perate with and prvide such infrmatin as is reasnably required by BT t facilitate the smth transitin frm the Supplier t anther supplier. BT may at any time terminate the whle r any part f the Cntract immediately. Where BT terminates the Cntract under this paragraph and des nt have any ther right t terminate the Cntract, the fllwing shall apply: BT shall, subject t the next subparagraph, pay the Supplier such amunts as may be necessary t cver its reasnable csts and utstanding and unavidable cmmitments necessarily and slely incurred in prperly perfrming the Cntract in relatin t Applicable Supplies (as defined belw) prir t terminatin; BT shall nt pay fr any such csts r cmmitments that the Supplier is able t mitigate and shall nly pay csts and cmmitments that BT has validated t its satisfactin. BT shall nt be liable t pay fr any Applicable Supplies that, at the date f terminatin, BT is entitled t reject (including any Supplies which BT may have put int service) r has already rejected. BT's ttal liability under the preceding sub-paragraph abve shall nt in any circumstances exceed the price that wuld have been payable by BT fr Applicable Supplies if the Cntract had nt been terminated; In this paragraph "Applicable Supplies" means Supplies in respect f which the Cntract has been terminated under this paragraph, which were rdered by BT under the Cntract befre the date f terminatin, and fr which payment has nt at that date becme due frm BT; The preceding sub-paragraphs encmpass the ttal liability f BT fr terminatin pursuant t this paragraph, and BT shall be liable fr n ther csts, claims, damages, r expenses resulting frm such terminatin. 6

7 General In relatin t its subject-matter, the Cntract is the entire agreement between the parties and gverns their relatinship t the exclusin (t the extent permitted by law) f any ther terms and cnditins (ther than thse implied by law), including, withut limitatin, thse upn which any qutatin r tender respnse has been given t BT. The Cntract is nn-exclusive and des nt restrict BT frm purchasing any supplies frm any third party. Unless therwise expressly stated, BT is under n bligatin t purchase any particular vlume r value f Supplies. Any estimated value stated in the Cntract is fr administrative purpses nly and des nt cnstitute any cmmitment. Where BT has n initial cmmitment t purchase Supplies, the Cntract shall be made in cnsideratin f ne pund payable by BT t the Supplier. N variatin t the Cntract shall have effect unless agreed by bth parties in writing. N waiver by either party shall be effective unless made in writing. Any reference t any legislatin r legislative prvisin in the Cntract shall be cnstrued as a reference t that legislatin r prvisin as amended, re-enacted r extended at the relevant time. Each f the parties acknwledges and agrees that it has nt been induced t enter int the Cntract in reliance upn, and in cnnectin with the Cntract des nt have any remedy in respect f, any representatin r ther prmise f any nature whatsever ther than as expressly set ut in this Cntract. Nthing in this Cntract shall perate t limit r exclude any liability fr any fraudulent misrepresentatin r fr any ther matter in respect f which liability cannt lawfully be limited r excluded. A persn wh is nt a party t the Cntract may nt enfrce any f its terms under the Cntracts (Rights f Third Parties) Act The General Cnditins headed Cmpliance, Guarantee, Transfer f Undertakings, Security f Infrmatin, Access t isupplier, Prtectin f Persnal Data, Cnfidentiality, Intellectual Prperty Indemnity, Limitatin f Liability and General shall survive the Cntract. The Cntract and any claims r disputes arising ut f cntractual and/r nn-cntractual bligatins relating t r in cnnectin with it shall be gverned by and cnstrued in accrdance with the laws f England. The parties submit t the exclusive jurisdictin f the English curts in relatin t cntractual and/r nn-cntractual bligatins. 7