Subscription Agreement
Subscription Agreement
Between:
WeDo Consulting – Sistemas de Informação, S.A., a company registered in Portugal, having its registered office at Lugar do Espido, Via Norte, Maia, Portugal, with the registered capital of € 250.000,00, with the tax number 505 089 971, registered at the Commercial Registry of Maia, Portugal, in this act duly represented by Rui Paiva and Fernando Videira, in their quality of Directors, hereinafter referred to as “WeDo” And user subscribing the service, hereinafter referred to as “Client”;
Supplier and Client are hereinafter individually referred to as Party and collectively as the Parties.
Recitals:
- WeDo is a company dedicated to information technology services, including but not limited to revenue assurance and fraud detection;
- WeDo is the sole and exclusive owner of the Software used in the Hosted Services, as defined in Article 1;
- Customer is a TELECOM operator and it wishes to use the Hosted Services Services in its business operations;
- WeDo is willing to provide the Customer with its Hosted Services subject to the terms and conditions of this Agreement.
Now therefore, the Parties HEREIN AGREE as follows:
DEFINITIONS
1) In this Agreement the words and expressions defined below shall have the meanings assigned to them, except where the context requires otherwise and without prejudice to any other definition below identified in the Agreement, including its Schedules:
“Account” means the account to be attributed to the Client, by means of which WeDo grants to Client, through its Authorized Users, a non-exclusive, non-transferable nor licensable right to access and use the Hosted Services, under the terms defined hereof.
“Agreement”: means this Agreement and its Schedules;
“Applicable Law”: means any law or regulation that is legally binding on any of the Parties;
“Authorised Users”: means those employees, agents and subcontractors of the Client who are authorised by Client to access and use the Hosting Services and the Documentation under the terms of this Agreement and which accept the terms and conditions of use available at [http://www.raid.cloud/privacy-policy/];
“Business Day”: means Monday to Friday, excluding weekends and national holidays in Portugal.
“Business Hours”: means 09:00h to 18:00h GMT, of a Business Day;
“Client Data”: means all data, works and materials supplied by the Client, Authorised Users, or Supplier on the Client's behalf for the purpose of using the Hosted Services;
“Day”: means a calendar day;
“Data Centre” means the data centre described in Schedule 1, where the Software, Documentation and the Client Data are stored, being such data centre owned, leased, rented or used by WeDo to provide the Services.
“Effective Date”: means the date of the signature of this Agreement;
“Fees”: means the fees for the Services (as defined below) provided by WeDo to the Client under this Agreement, to be paid during the Term, in accordance with Schedule 1;
“Hosted Services”: means the services specified in Schedule 1 to be provided by WeDo to Client under the terms of this Agreement, which will be made available through the Account;
“Intellectual Property”: means all intellectual property or other proprietary rights of every kind, including without limitation all patents, registered designs, unregistered design rights, works subject to the laws of copyright, trade secrets, trademarks and service marks whether registered or not and know-how and any associated or similar rights (including, in all cases, applications and right to apply therefore and documentation thereof);
“Maintenance and Support Services”: means the maintenance and support services to the Account, to be provided by Supplier under the terms of Schedule 3;
“Schedule” means any schedule attached to the main body of this Agreement;
“Software”: means the software and/or software module(s) identified and described in Schedule 1 used in the Services, which is stored in the Data Centre;
“Services”: means the Hosted Services and the Maintenance and Support Services;
“Specifications”: means the specifications agreed for the Hosted Services and defined in Schedule 1 or agreed in writing by the Parties during the Agreement; “Tax”: means any tax, levy, impost, duty or other charge or withholding of a similar nature;
“Tax Deduction”: means a deduction or withholding for or on account of Tax from a payment under the Agreement;
“Term” means the duration of time during which this Agreement is valid and in effect, in accordance with Section 2 below;
“Upgrades”: means new releases or versions of and updates to the Software, whether for the purpose of fixing an error, bug or other issue in the Software or enhancing the functionality of the Software;
“VAT”: means value added tax chargeable in accordance with Applicable Law on goods and services;
“Virus”: means any device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
2) The headings are not part of these terms, conditions or Schedules (or their prospective appendices) and shall not be taken into consideration in their interpretation.
3) Words importing persons or parties shall include firms and corporations and any organisation having legal capacity. Words importing the singular also include the plural and vice versa where the context requires. Words importing one gender also include the other gender.
4) The documents forming the Agreement are to be taken as mutually explanatory of one another. The Schedules shall form an integral part of the Agreement.
5) In the event of any contradiction between the Agreement and the Schedules, the Agreement shall prevail. In the event of any contradiction or conflict arising between the Schedules, the Schedule with smaller number shall prevail.
2 TERM
2.1) This Agreement shall enter into force on the Effective Date and be valid for an initial period of twelve (12) months, and the term shall automatically renew successively for additional periods of twelve (12) months at the end of said initial period, except if any of the Parties notifies the other of the contrary by written notice with acknowledgment of receipt thirty (30) days prior to the termination date.
2.2) Without prejudice to any other rights, WeDo shall be entitled to increase the Fees payable in respect of the Services at the start of each renewal period of the Agreement, upon 30 Days' prior notice to the Client.
3 SCOPE
3.1) During this Agreement’s term and in consideration of receiving the Fees, WeDo hereby undertakes to provide to Client the Services, under the terms and conditions described herewith.
3.2) Subject to the terms of this Agreement, Supplier hereby grants to the Client a non-exclusive, non-transferable license for the term of this Agreement to use the Software exclusively for its internal business purposes and in accordance with the limitations set forth herewith.
3.3) Client will refrain from giving access to the Account to any third party which is not an Authorised User.
3.4) Authorized Users are entitled to access the Hosting Services and Documentation via a web-based graphical user interface, after the acceptance of the terms and conditions of use available at [http://www.raid.cloud/privacy-policy/]. For the purposes of clarification, no access shall be granted to an Authorized User before acceptance of the said terms and conditions.
3.5) Unless otherwise agreed by the Parties, the Maintenance Services shall be conducted remotely by WeDo, from its facilities located in Portugal. The Client acknowledges and accepts that WeDo may subcontract some services during the provision of the Services, including, but not limited to the support and maintenance to the Data Centre accessibility.
4 PRICE AND PAYMENT
4.1) In consideration of the Services performed under this Agreement, Client shall pay to Supplier the Fees described in Schedule 2.
4.2) All travel, accommodation or other related expenses incurred by WeDo or WeDo’s personnel in the performance of the Services under this Agreement are not included in the Fees and shall be paid by Client if such expenses are incurred. WeDo shall provide copies of all original receipts to support the reimbursement of such expenses by Client.
4.3) WeDo shall invoice the Fees to the Client at the signature of this Agreement and, thereafter, at each anniversary of the Agreement. Client shall pay the Fees within no more than thirty (30) days from the respective invoice date.
4.4) The Fees shall be paid by Client to WeDo by means of bank transfer in favour of WeDo to the bank account identified by WeDo in an invoice, within no more than thirty (30) Days from the respective invoice date.
4.5) Any amount payable to WeDo under this Agreement is exclusive of VAT and similar value added taxes, which shall, if applicable, be payable by Client to WeDo in addition, on the day when payment of the relevant amount is due.
4.6) Client must make all payments to be made by it under the Agreement without any Tax Deduction.
4.7) WeDo shall have the right, in its sole discretion, to suspend the Account, and, in consequence, suspend the provision of any Services, upon any failure of Client to make payment to WeDo of any amounts due and payable under the terms hereof and WeDo shall have no liability to Client for any damages arising from such suspension.
5 CLIENT’s OBLIGATIONS
5.1) During the Term, and without prejudice to additional obligations set forth in this Agreement, the Client shall not:
(i) except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties:
a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, Software and/or Documentation (as applicable) in any form or media or by any means, unless other than as provided under this Agreement; and/or
b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Software; (ii) access all or any part of the Software, Services and Documentation in order to build a product or service which competes with the Software, Services and/or the Documentation; or
(iii) use the Software, Services and/or Documentation to provide services to third parties, unless and to the extent allowed by this Agreement; or
(iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Sotware, Services and/or Documentation available to any third party except the Authorised Users or unless and to the extent allowed by this Agreement; or
(v) attempt to obtain, or assist third parties in obtaining, access to the Software, Services and/or Documentation, other than as provided under this Agreement; or
5.2)The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WeDo.
5.3) The Client shall use the Hosted Services, Software and Documentation in accordance with the terms and conditions of use and shall undertake that the Authorized Users do the same. The Client is solely responsible for the use of the Hosted Services, Software and Documentation by the Authorized Users.
5.4) Client undertakes and warrants to WeDo that: it will promptly notify WeDo of any malfunction of the Software of which Client becomes aware of;
(i) it will use reasonable endeavours, including reasonable security measures relating to the Account access details, in order to ensure that no unauthorized person may gain access to the Services, undertaking that the Authorised User keep the password to the Account in confidence and in a secure environment; and (ii) it will not negligently or intentionally access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software or Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or facilitates illegal activity and for clarification purposes, WeDo reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause. Should WeDo disable Client’s access, it shall inform Client without delay. (iii) It will not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services, the Software, Documentation or the Data Centre, or disrupting the availability or the accessibility of the Hosted Services or the Data Centre
6 WEDO’S OBLIGATIONS
6.1) WeDo warrants that the Software is designed to conform to the Documentation and the Specifications defined in this Agreement.
6.2) WeDo shall provide the Services described in this Agreement in accordance with the terms and conditions described herein and in accordance with the current reasonable standards of care and diligence normally practiced by services of a similar nature.
6.3) WeDo cannot be held liable for any malfunction or delay not caused by WeDo or beyond WeDo’s control, including, but not limited to, any unavailability of the Data Centre, where such Data Centre is administered by a third party.
6.4) WeDo will use its reasonable endeavours to perform the Services promptly but no warranty is given in respect of any times for response unless if and to the extent expressly set out in this Agreement or in Schedules.
6.5) Client understands and acknowledges that from time to time, the Account may be inaccessible or inoperable for various reasons which are not foreseeable by WeDo, including interruption or failure of telecommunications or digital transmissions links, hostile network attacks or network congestion or other failures (collectively downtime or tolerance). WeDo shall use its best endeavours to minimise any disruption, inaccessibility and/or inoperability of the Account and in the case of any scheduled downtime, if applicable, WeDo shall provide a notice to Client in advance and limit it to the minimum period necessary.
7 EXCLUSIONS OF WEDO’S OBLIGATIONS
7.1) The following is expressly excluded from the scope of the Services and of the Agreement:
(i) any accident or natural catastrophe;
(ii) rectification of lost or corrupt data arising from any reason other than WeDor’s own and exclusive fault;
(iii) improper, negligent or abusive use of the Services or the Account, namely by disregarding the Documentation by Client, Authorised Users or any third party acting on behalf of Client;
(iv) attendance to faults caused by use of the Services outside its scope or purpose, unless expressly approved previously and in writing by WeDo;
(v) diagnosis and/or rectification of non-conformities, problems or errors not associated with the Software or the Services;
(vi) loss or damage caused directly or indirectly by Client or by any person, including a third party, acting on behalf of the Client;
(vii) diagnosis and/or rectification of problems or defects or errors resulting from modifications or enhancements to the Software and/or Services not made by or otherwise expressly approved previously and in writing by WeDo; and
8 SERVICE LEVEL AGREEMENT (SLA)
8.1) The Client acknowledges and understands that where the Data Centre is provided by a third party, WeDo cannot warrant any Service Level Agreement (SLA) for the Services’ availability and performance besides the SLA given by the Data Centre provider, which WeDo undertakes to inform the Client, as reasonably possible.
8.2) Notwithstanding the above, WeDo undertakes to provide the Maintenance and Support Services in accordance with the Response Times identified in Schedule 3, provided that they are only related with the scope of such Maintenance and Support Services also defined in Schedule 3.
9 CLIENT DATA AND PROCESSING OF PERSONAL DATA
9.1) If and to the extent the provision of the Services involves processing of personal data, Client authorizes WeDo to process the Client Data for the purposes of providing the Services, and WeDo shall act as a data processor, under the applicable data protection legislation governing the relevant data, namely Client Data.
9.2) The Parties agree to comply with any mandatory laws or regulations arising from the Applicable Laws.
9.3) When processing personal data on behalf of the Client, WeDo undertakes to fulfil the following conditions:
(i) To process the personal data only on documented instructions from the Client;
(ii) Ensure that the persons authorized to process such data are bound by confidentiality obligations;
(iii) Shall take the appropriate measures to secure the personal data from unauthorized access or a data breach, to the extent possible, provided that WeDo shall, at least, comply with the security standards stated in ISO 270001.
(iv) Assist the Client, insofar as this is possible, with appropriate technical and organisational measures to allow the fulfilment of Client’s obligations towards the data subjects requests;
(v) Shall notify the Client when becoming aware that a data breach has occurred, where such notification is mandatory, under the terms of the applicable law;
(vi) When requested, shall assist the Client in data protection impact assessments, provided that any costs which result from such assessments shall be exclusively borne by the Client;
(vii) Upon termination of the Agreement, shall return to the Client all personal data and the Client Data, or transfer it to another provider, if the Client so requires and provided that the costs of such transfer are exclusively borne by the Client.
9.4) The Client warrants that the Client Data is lawful and is lawfully processed and acquired (including, but not limited to, obtaining the consent of the data subjects for processing, when required) and that it is dully authorized to allow access of such Client Data to WeDo. Therefore, the Client agrees to indemnify and hold WeDo harmless of any claim that it may receive from a data subject or a data protection supervisory authority.
9.5) Taking into account the specific functionalities of the Software used in the Hosted Services, the Client acknowledges and accepts that the Client Data may be processed by WeDo for further purposes, including, but not limited to, the improving the Client’s and Authorized Users’ usage experience, improving the Hosted Services and, where applicable, establish benchmarks of performance. Notwithstanding the above, WeDo shall ask for specific written consent from Client to process the Client Data for such specific purposes, in accordance with the form set out in Schedule 4.
9.6) The Client acknowledges that the Data Centre may be managed by a third party and, in such case, hereby authorizes WeDo to engage such third party as a data processor of Client Data, provided that such processing is exclusively for the purposes of managing the Data Centre and provision of related services.
9.7) For the purposes of interpretation of this Section 9, all the terms used in this section which are not defined in this Agreement shall be interpreted in accordance with the definitions of such terms set forth in the applicable data protection legislation.
10 LIABILITY
10.1) Nothing in this agreement excludes the liability of either party for death or personal injury caused by a party’s negligence; or for fraud or fraudulent misrepresentation or for any other cause which the law does not allow such exclusion.
10.2) Neither party shall be liable, to the maximum extent permitted by law, for any loss of profits, loss of business, depletion of goodwill and/or similar losses , or for any special, indirect or consequential loss or associated costs, damages, charges or expenses however arising under this Agreement.
10.3) The total aggregate liability of either party, arising in connection with the performance or contemplated performance of this Agreement shall be limited, to the maximum extent permitted by law, to the total Fees paid by Client to Supplier during the twelve (12) months immediately preceding the date on which the claim arose.
10.4) This Section shall not be applicable to breaches of confidentiality obligations or Intellectual Property Rights indemnity provisions set forth in this Agreement.
11 TERMINATION
11.1) If one Party:
(i) abandons or repudiates the Agreement;
(ii) is subject to a company reorganization, seeks a composition of creditors, suspends payments or otherwise is deemed to be insolvent;
(iii) assigns this Agreement without prior written consent of the other Party; or
(iv) fails to perform a material obligation under the Agreement and the default has not been cured by the end of a thirty (30) Day period following notice of such default from the non-breaching Party;
the other Party may terminate the Agreement (in whole or in part) by giving a written notice, being such termination effective in the date of receipt of such notice.
11.2) In the event of termination caused by Client, Client shall, without prejudice of any other rights or remedies of WeDo, pay to WeDo a compensation equal to (a) the Fees due and not yet paid and (b) the Fees not yet due and not paid up until the intended Term of the Agreement or for a period of twelve months, whichever ends first.
11.3) In any event of termination of this Agreement, Client is entitled to receive the Client Data stored in the Data Centre; however that service may be subject to a reasonable additional fee to be paid by Client to WeDo in accordance with the applicable fees by WeDo at that time for the provision of those services, namely if the Client Data are to be exported in any special format required by Client or if Client requests to transfer such Client Data to another data centre or service.
12 FORCE MAJEURE
12.1) Neither Party shall be under liability to the other Party in respect of anything which may constitute breach of the Agreement arising by reason of force majeure, namely, any circumstances beyond the control of such Party, which shall include but not be limited to:
(i) acts of God;
(ii) perils of the sea, air, fire, flood, drought, explosion, sabotage, accident;
(iii) embargo, riot, civil commotion, acts of local governments and parliamentary authorities;
(iv) breakdown of equipment resulting from acts of God and perils of the sea, air, fire, flood, drought, explosion, sabotage, accident;
(v) labour disputes of whatever nature, including strikes;
(vi) breakdown of telephone and/or internet communications; and/or
(vii) total failure of the electricity supply - “black out”.
12.2) If performance as a consequence of above mentioned circumstances is substantially prevented for more than one (1) month, either Party is entitled to terminate the Agreement without liability by giving written notice hereof.
13 PATENTS, TRADEMARKS, COPYRIGHT, INTELLECTUAL PROPERTY RIGHTS
13.1) The Client acknowledges and agrees that WeDo and/or its licensors own all intellectual property rights in the Software, Services and Documentation, as well as in any developments, customizations and/or configurations thereof.
13.2) This Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or the Documentation.
13.3) WeDo confirms that it has all the rights that are necessary to perform the Services in accordance with the terms of this Agreement.
13.4) WeDo acknowledges that the Client Data belongs to the Client and shall remain the sole property of the Client. Without prejudice to the foregoing, the Client acknowledges and accepts that the Client Data may be used in any study, report, information, tool or material that is developed by WeDo for the purposes of improving the quality of the Services, and which shall be property of WeDo, provided that this section 13.4. shall not be construed as to giving any Intelectual Property Rights to WeDo over the Client Data.
13.5) Each Party shall be liable for and shall indemnify, defend and hold harmless the other Party from any breach of rights linked to trademarks, trade names, copyrights, patents and other Intellectual Property rights belonging to third parties. In no event shall WeDo, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
(i) a modification of the Software, Services or Documentation by anyone other than Supplier; or
(ii) the Client's use of the Software, Services or Documentation in a manner contrary to the instructions given to the Client by WeDo; or
(iii) the Client's use of the Software, Services or Documentation after notice of the alleged or actual infringement from the WeDor or any appropriate authority.
13.6) Each Party shall promptly notify the other of any claim or action brought against it under this clause.
13.7) The Party liable under the terms of this section 13 shall be entitled at its expense to assume the defence thereof in place of other Party and the other Party shall provide all information and give all assistance that the liable Party reasonably requests.
13.8) In the event the non-liable Party is obliged to pay any sums, the liable Party undertakes to indemnify the non-liable Party in a sum equal to that that the non-liable Party is condemned to pay.
13.9) The obligations of the liable Party shall not cover:
(a) Any legal expenses, costs or charges which may result from the employment by the non-liable Party of its own legal advisers in connection with any action or claim against it after the defence of such action or claim has been assumed by the liable Party; or to
(b) Any loss, damage or expense of whatever kind and nature (including all related costs and expenses) which may result from:
(i) the settlement or compromise by the non-liable Party of any action or claim brought against the non-liable Party made or effected; or
(ii) the admission by the non-liable Party of any claim or the taking by the non-liable Party of any action (unless required by law or applicable legal process), which would prejudice the successful defence of the action or claim, without, in any such case, the prior written consent of the liable Party (such consent not to be unreasonably withheld in a case where the liable Party has not, at the time such consent is sought, assumed the defence of the action or claim).
13.10) The foregoing states the Client's sole and exclusive rights and remedies, and WeDo’s (including WeDo’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14 COMMUNICATIONS, NOTICES AND ANNOUNCEMENTS
14.1) All notices and other communications to either Party hereunder shall be in writing and in the English language, and deemed to be valid and effective if personally delivered on the other Party or sent by prepaid registered mail, by telefax or e-mail or such other addresses as shall be notified by the Parties to each other from time to time.
14.2) A written notice shall be deemed to have been given:
(i) in the case of personal service: at the time of service;
(ii) in the case of prepaid registered mail: at the latest 3 (three) Days after the date of mailing;
(iii) in the case of e-mail: on the date the e-mail is sent, provided receipt is duly confirmed by the other Party.
15 CONFIDENTIALITY
15.1) Each Party shall:
(i) keep and procure to be kept secret and confidential all Confidential Information belonging to the other Party disclosed or obtained as a result of the relationship of the Parties under this Agreement; and
(ii) not use nor disclose the same save for the purposes of the proper performance of this Agreement or with the prior written consent of the other Party.
15.2) Confidential Information means the provisions of this Agreement and all information which is secret or otherwise not publicly available (in both cases either in its entirety or in part) including commercial, financial, marketing or technical information, know-how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the Effective Date.
15.3) The Parties may disclose Confidential Information to an employee, consultant or agent to the extent necessary for the performance of this Agreement, provided such disclosure is subject to obligations equivalent to those set out in this Agreement. Each Party shall be responsible to the other Party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.
15.4) The obligations of confidentiality in this Section 15 shall not extend to any Confidential Information which the Party that wishes to disclose or use can show:
(i) is or becomes generally available to the public other than as a result of a breach of the obligations of confidentiality under this Agreement;
(ii) was in its written records prior to the Effective Date and not subject to any confidentiality obligations;
(iii) was or is disclosed to it by a third party entitled to disclose the same;
(iv) the Parties agree in writing is not Confidential Information or may be disclosed; or
(v) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
15.5) The confidentiality obligations set hereof shall remain valid and in effect during this agreement and up to 3 (three) years after its termination for whatever reason.
16 SEVERABILITY
The invalidity, in whole or in part, of any of the provisions of this Agreement will not affect the validity of the remainder of this Agreement.
17. AGREEMENT AND ITS AMENDMENTS
17.1) Schedules 1 to Schedule 3 are an integral part of this Agreement. No modification, amendment, or other change will be binding on any Party unless agreed to in writing by both Parties.
17.2) This Agreement, including its Schedules, constitutes the complete agreement between Client and Supplier with respect to the matters contained herein and supersedes all other agreements, whether written or oral, with respect to the matters contained therein.
17.3) No modification, amendment, or other change will be binding on any Party unless agreed to in writing by both Parties.
18. WAIVER
Failure by either Party to exercise any of its rights under this Agreement shall not constitute a waiver of such rights. Neither Party shall be deemed to have waived any right resulting from any failure to perform by the other unless it has made such waiver specifically in writing or unless otherwise provided in this Agreement.
19. COSTS AND EXPENSES
Each of the Parties shall pay its own costs and expenses of and incidental to the negotiation, preparation and completion of this Agreement.
20. ASSIGNMENT
Neither Party shall assign or otherwise transfer this Agreement or all or any of its rights or obligations under this Agreement without the express consent of the other Party which in no case will be unreasonable withheld or denied.
21. REPRESENTATIONS AND WARRANTIES
Each Party further represents warrants and undertakes to the other that as of the Effective Date:
21.1) it is duly established under the laws of the place of incorporation;
21.2) has full power and authority to enter into this Agreement; and
21.3) has taken all necessary actions for the authorisation of its entry into this Agreement and the performance of its obligations under this Agreement;
22. LAW AND LANGUAGE
22.1) This Agreement shall be governed and construed in accordance with the laws of Portugal.
22.2) The Agreement will be signed in English and the language of the day-to-day communications shall be English.
23. DISPUTES
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or the legal relationships established by this Agreement, shall be referred to and finally resolved by the courts of Oporto, Portugal.