Business Conditions of Sale

The Customer’s attention is drawn in particular to the provisions of clauses 3.5, 9 and 11.13
These Conditions shall only apply to Business Customers. Other terms apply to Consumers.

DEFINITIONS AND INTERPRETATION
1. The following definitions and rules of interpretation apply in these Conditions. The following terms used herein shall have the following respective meanings unless the context otherwise requires:-
  
  “Commercially Reasonable Efforts” means taking such steps and performing in such a manner as a well-managed company (or other entity) would undertake where such entity was acting in a professional, prudent and reasonable manner to achieve the particular result for its own benefit;
  
  “Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4 (including as displayed on the Watergate Admin Manager);
  
  “Conflicting Primary Agreement Term” means any provision within a Primary Agreement that directly contradicts or is irreconcilable with a provision in these Conditions;
  
  “Consumer” means a Customer that is an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft, or profession.
  
  “Contract” means the contract between Watergate and the Customer for the sale and purchase of the Goods in accordance with these Conditions and the Order;
  
  “Customer”, “you”, “your” means the person or firm who purchases the Goods from Watergate;
  
  “Delivery” means, as appropriate or the context requires, either delivery, or collection, or reserving on-hand inventory (in the event Watergate or its agent is providing installation services) for these Goods. And (“Deliver”) means deliver, collect or reserve accordingly;
  
  “Digital Services” means a variety of connectivity and data analytical services via a digital interface provided to a User, subject to applicable terms of service, including via an app and website platform;
  
  “Goods” means the goods and services (or any part of them) set out in the Order;
  
  “Group” means in relation to a Party that is a company, that company and any other company which, at the relevant time, is its Holding Company or Subsidiary, or the Subsidiary of any such Holding Company; and “Member” of a Group has a corresponding meaning;
  
  “Holding Company” has the meaning given to this expression by section 1159 of the Companies Act 2006;
  
  “Order” means the Customer’s order for the Goods, whether communicated through a standard order form, email, purchase order, or any other written communication;
  
  “NDA” means any separate written and signed non-disclosure agreement that is valid and unexpired, entered into between the Parties, whether before or after the date of these Conditions;
  
  “Parties” means Watergate and the Customer, each a “Party”;
  
  “Primary Agreement” means any written agreement between the Customer and Watergate that explicitly references these Conditions and states that, in the event of any inconsistency between the terms of these Conditions and the Primary Agreement, the terms of the Primary Agreement shall prevail;
  
  “Subsidiary” has the meaning given to this expression by section 1159 of the Companies Act 2006;
  
  “User” means the user of the relevant Digital Service which may, depending on the context, be one or many of a variety of parties for example a property resident, facilities manager, or building owner;
  
  “Watergate” (or “Supplier”) means Watergate AI Limited (registered in England and Wales with company number 15320638);
  
  “Watergate Admin Manager” means a web-based system to be operated by or on behalf of the Supplier for the purpose of enabling the Supplier to manage its contractual relations with its commercial partners, including customers;
  
  “Watergate Cloud” means Supplier’s ‘software as a service’ which comprises services including the Digital Services. The Watergate Cloud service levels (which also depend on the User type, relevant product type and relevant Watergate Cloud subscription) are as described on the Watergate website from time to time, and use of the Watergate Cloud is subject to the applicable terms and conditions as set out on the Watergate website;
  
  “working day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business, and
2. Unless the context otherwise requires, each reference in these Conditions to:-
  1. a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  2. any words denoting the singular shall include the plural and vice versa; references to a gender shall include all other genders; and references to the words “include” or “including” or “for example” or “in particular” are to be construed without limitation, as illustrative, and shall not limit the sense of the words preceding those terms.
  3. “writing” or “written” includes emails. “written consent” includes any consent or approval given by Watergate or the Customer on the Watergate Admin Manager as defined in;
3. The headings in these Conditions are for convenience only and shall not affect the interpretation hereof in any way whatsoever.
4. Following the implementation of the Watergate Admin Manager (as will be notified to the Customer in writing) any reference in this Agreement to any authorisation, approval, consent, direction, notification, permission, request, requirement or submission of or by Watergate or the Customer shall include any such authorisation, approval, consent, direction, notification, permission, request, requirement or submission communicated on or through the Watergate Admin Manager.
BASIS OF CONTRACT
1. These Conditions apply to the Contract to the exclusion of any other terms (except for Conflicting Primary Agreement Terms) that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. A quotation for the Goods given by Watergate shall not constitute an offer. A quotation shall only be valid for a period of 10 working days from its date of issue.
3. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
4. The Order shall only be deemed to be accepted when Watergate issues an “order confirmation”, at which point the Contract shall come into existence.
5. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
6. Any samples, drawings, descriptive matter or advertising produced by Watergate and any descriptions or illustrations contained in Watergate’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
GOODS
1. The Goods are described in the Order. Due to a recent rebranding (following an acquisition), and during a transition period, the brand names Hero, Hero Labs, Sonic and Watergate may be used interchangeably and any mis-match between descriptions, images, literature, packaging and product branding will not constitute non-conformance.
2. Watergate reserves the right to amend the Goods whether before or after the acceptance of any Order if required by any applicable statutory or regulatory requirements.
3. Where relevant, the Goods may comprise hardware and firmware, the latter of which is software that allows the hardware to function correctly. The Customer irrevocably grants Watergate the right to update the firmware ‘over the air’ in order to maintain and improve the functionality, security, performance, and overall user experience of the relevant Goods, as well as to ensure compatibility with the Watergate Cloud. Watergate has no contractual obligation to update or upgrade any firmware.
4. As a result of purchasing a relevant Good, Watergate shall provide Digital Services to the relevant User subject to the following:
  1. any Digital Services required to operate the basic functioning of the device will be available at no cost, for the duration of the warranty of the relevant Good, for example two years from original purchase;
  2. all Digital Services are subject to a separate terms of service (“User Agreement”) plus an end-user licence agreement (“EULA”) which are available at view at watergate.ai. Acceptance of these terms of service is mandatory in order to use the relevant Digital Service;
  3. all Digital Services provided free of charge will be the standard version sufficient to operate the relevant product. Watergate reserves the right to change service features at any time without notice, provided the satisfactory operation is maintained;
  4. Watergate further reserves the right to provide any Digital Services for local use only (for example by local API or peer-to-peer connection) where the User connects to the relevant Good including via Bluetooth or WiFi using a compatible device, including a smartphone; and
  5. depending on the particular Digital Service, the User will need a smartphone (for example iOS or Android) with Bluetooth and WiFi connectivity and/or a desktop computer with a compatible internet browser, for example Google Chrome. In all cases, the Customer may require an internet connection.
5. If you, the Customer, are purchasing the Goods for resale to a third party, you must ensure (and are solely responsible for procuring) that such third party agrees, mutatis mutandis, to clauses 3.3 and 3.4 above. This can be achieved by incorporating these provisions into your own terms and conditions of sale with the third party or by obtaining their express written consent, whether by endorsement or otherwise. Watergate expressly contracts with you, the Customer, and not with any third party to whom you may resell the Goods.
DELIVERY
1. Unless otherwise agreed between the parties in writing in respect of any particular Order, the time for Delivery of any Order shall not be of the essence, and in no event shall Watergate be liable to the Customer for any loss of trade or profit occurring to the Customer if Watergate is directly or indirectly prevented or hindered from fulfilling any Order within a reasonable time or at all for reasons beyond its reasonable control.
2. Unless otherwise agreed in writing between Watergate and the Customer, the Customer shall collect the Goods from Watergate’s premises at Watergate set out at watergate.ai or such other location as may be advised by Watergate prior to Delivery (“Delivery Location”) within three working days of Watergate notifying the Customer that the Goods are ready for Delivery.
3. If Watergate fails to Deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Notwithstanding the foregoing, Watergate shall have no liability for any failure to Deliver the Goods to the extent that such failure is caused by an event or circumstance beyond its reasonable control or the Customer’s failure to provide Watergate with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.
QUALITY
1. Watergate warrants that on Delivery the Goods shall conform to their description in the Order and it will use its reasonable endeavours to ensure that all Goods supplied will be of satisfactory quality and will comply with any legal or other specification agreed with the Customer.
2. Subject to clause 5.3, if:
  - the Customer notifies Watergate in writing (via email to support@watergate.ai) within a reasonable time of discovery and in any event three (3) months of such discovery that some or all of the Goods do not comply with the warranty in clause 5.1; and
  - Watergate is given a reasonable opportunity of examining such Goods either a) if installed, then either physically on-site or remotely (by the Customer or User connecting them to the internet and registering the device via the free app), or b) if not installed, then by making the Goods available for inspection on site or returning them to Watergate’s place of business Watergate) at the Customer’s cost,
  then Watergate shall, at its option, either replace the defective Goods or refund the price of the defective Goods in full.
3. Watergate shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
  1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
  2. the defect arises because the Customer failed to follow Watergate’s oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
  3. the Customer alters or repairs such Goods without the written consent of Watergate; or
  4. the defect arises as a result of fair wear and tear, wilful damage, negligence, damage by third parties, or abnormal storage or working conditions.
4. Except as provided in this clause 5, Watergate shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6. These Conditions shall apply to any replacement Goods supplied by Watergate.
7. Unless the Customer notifies Watergate that it intends to make a claim in respect of an event for which Watergate has liability under these Conditions within the notice period referred to in clause 5.2.1 above, Watergate shall have no liability for that event.
TITLE AND RISK
1. Unless otherwise agreed between the parties from time to time in writing, the entire risk in all Goods supplied by Watergate to the Customer hereunder shall pass to the Customer at the time of Delivery to the carrier (or Customer) at the Delivery Location.
2. Notwithstanding Delivery of the Goods and the passing of risk, the title in the Goods shall not pass to the Customer and Watergate shall remain the legal and beneficial owner of the Goods until Watergate has received in cash or cleared funds payment in full of the price of the Goods together with all and any interest due thereon pursuant to these Conditions.
3. Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as Watergate’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and identified as Watergate’s property and properly stored, protected and insured with an insurance company of repute in an amount which is not less than the price payable by the Customer therefor. The Customer shall ensure that the interest of Watergate is noted on any insurance policy effected pursuant to this clause. Until that time, the Customer shall be entitled to resell the Goods in the ordinary course of its business but shall account to Watergate for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and in the case of tangible proceeds, properly stored, protected and insured.
4. Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Watergate (or its duly authorised representative) shall be entitled at any time to require the Customer to deliver up the Goods to Watergate and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
5. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Watergate, but if the Customer does so all moneys owing by the Customer to Watergate shall (without prejudice to any other right or remedy of Watergate) immediately become due and payable.
6. If the Customer (having sold or otherwise disposed of the Goods) has not received the proceeds of any sale of the Goods it will, if called upon so to do by Watergate, within seven days thereof assign to Watergate all rights against the person or persons to whom it has sold the Goods.
7. Watergate shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
PRICE AND PAYMENT
1. The price of the Goods shall be the price set out in the Order. If no price is quoted, the applicable prices are set out in the relevant price list on Watergate’s website in force as at the date of Delivery.
2. Watergate may, by giving notice to the Customer at any time before Delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  1. any request by the Customer to change the Delivery date(s), quantities or types of Goods ordered; or
  2. any delay caused by any instructions of the Customer or failure of the Customer to give Watergate adequate or accurate information or instructions.
3. The price of the Goods excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to Watergate at the prevailing rate, subject to the receipt of a valid VAT invoice.
4. All Goods shall (unless otherwise agreed between the parties) be sold on an ex-works (Delivery Location) Incoterms 2020 basis, and accordingly the Customer shall, in addition to the price, be responsible for obtaining any export or import licences and for arranging and paying all costs of transport and insurance. Watergate may, if requested, subject to agreement between the parties on the additional charges payable by the Customer to Watergate in respect thereof for each consignment, as agent for the Customer and at the Customer’s cost arrange for the carriage of the Goods to the Customer’s premises and the insurance thereof during such carriage.
5. If, notwithstanding the provisions of clause 7.4 above, Watergate, at the request of the Customer, shall load any Goods onto any vehicle or other transport equipment on behalf of the Customer, such activity shall be carried out at the sole risk of the Customer, who acknowledges that Watergate does not assume any liability in connection therewith, howsoever arising, including for any wilful default or deliberate act or omission.
6. Watergate may invoice the Customer for the Goods on or at any time after the formation of the Contract.
7. Unless alternative payment terms are agreed in writing between the Parties, the Customer shall pay the invoice on the date of the invoice in full and in cleared funds and in any case before the Goods are released for Delivery and the due date for payment of any such invoice including for the purposes of the calculation of any interest due from the Customer shall be the date of the Watergate’s invoice. Payment shall be made to the bank account nominated in writing by Watergate. Time for payment is of the essence.
8. If the Customer fails to make any payment due to Watergate under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount to be, at Watergate’s option, either:
  1. the rate of 8% per annum over Barclays Bank PLC base rate from time to time; or
  2. the rate (plus other permitted charges) applicable under the Late Payment of Commercial Debts (Interest) Act 1998, as amended from time to time, and
  such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after any judgement. The Customer shall pay the interest together with the overdue amount.
9. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Watergate may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Watergate to the Customer.
TERMINATION
1. Without limiting its other rights or remedies, Watergate may terminate the Contract with immediate effect by giving written notice to the Customer if:
  1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of that party being notified in writing to do so;
  2. the Customer 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), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the Customer’s financial position deteriorates to such an extent that in Watergate’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without limiting its other rights or remedies, Watergate may suspend provision of the Goods under the Contract or any other contract between the Customer and Watergate if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.4, or Watergate reasonably believes that the Customer is about to become subject to any of them.
3. Without limiting its other rights or remedies, Watergate may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
4. On termination of the Contract for any reason, the Customer shall immediately pay to Watergate all of Watergate’s outstanding unpaid invoices and interest.
5. Termination of the Contract shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
LIMITATION OF LIABILITY
1. Watergate supplies Goods to you designed only for domestic, residential and light commercial, office and retail use in the course of your business, and for resale by you for the same. The Products may not be used for high water volume buildings, premises, properties or areas (for example. factories or other industrial plants). You may not use the Goods as a personal end consumer. If you wish to purchase the Goods for personal use, please contact us, as sales for personal use are governed by a different set of terms and conditions.
2. You confirm that you understand that:
  1. the Goods may include products which are designed to reduce the risk of loss of, or damage to, property resulting from water leaks;
  2. the price for the Goods is based solely on the value of the Goods, and is entirely unrelated to the value of any property located on your premises;
  3. Watergate is not liable for losses which may occur in cases of failure or malfunction of the Goods;
  4. Watergate is not an insurer; and
  5. in order to help mitigate the financial risk from property damage, loss and personal injury, you and/or the User should obtain appropriate insurance covering these perils.
3. It is impractical and extremely difficult to fix actual damages which may arise in situations where there may be a failure of goods and services provided, due to the uncertain value of your property or the property of others kept on your premises which may be destroyed, damaged or otherwise affected by occurrences which any relevant Goods are designed to detect or avert. Therefore if any liability is imposed on Watergate, such liability shall be limited to an amount equal to Watergate’s insurance in respect of such loss or if lower, the amount of the direct loss or damage suffered by the Customer.
4. Nothing in these Conditions shall limit or exclude Watergate’s liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
  2. any matter in respect of which it would be unlawful for Watergate to exclude or restrict liability.
5. Subject to clause 9.4:
  1. Watergate shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
    1. any loss of profit, revenue, sales, business, anticipated savings, goodwill or reputation (in each case whether such loss is categorised as direct or indirect loss); or
    2. any loss that is an indirect or secondary consequence of any act or omission of Watergate;
  2. Watergate’s total liability to the Customer in respect of all loss or damage arising under or in connection with these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £10,000,000 GBP for any one event or one period of cover.
FORCE MAJEURE
1. Watergate accepts no liability for failure or delay in performing Watergate’s obligations where that failure or delay results from any cause that is beyond Watergate’s reasonable control. Such causes include, but are not limited to: acts of war acts (declared, undeclared, threatened, actual or preparations for war), strikes, lockouts or other industrial action by third parties, riots and other civil unrest, accidents, fire, scarcity of materials, power failure, internet service provider failure, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), pandemic, epidemic or other natural disaster, or any other event or events not within Watergate’s direct control.
2. If any event described under this clause 10 occurs that is likely to adversely affect Watergate’s performance of any of Watergate’s obligations under these Conditions:
  1. Watergate will inform you as soon as is reasonably possible;
  2. Watergate’s obligations under these Conditions will be suspended and any time limits that Watergate is bound by will be extended accordingly;
  3. Watergate will inform you when the event outside of Watergate’s control is over and provide details of any new dates, times or availability of product and services as necessary; and
  4. if the event outside of Watergate’s control continues for more than 90 days Watergate may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible.
GENERAL
1. Restriction on sales of Goods from other websites. The Customer agrees not to sell, whether directly or indirectly, any Goods on or through:
  1. any marketplace or auction website (including eBay and Amazon); or
  2. any other website which has not been pre-approved by Watergate in writing (such approval not to be unreasonably withheld or delayed).
2. Assignment and other dealings.
  1. Watergate may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Watergate.
  3. Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under these Conditions through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of these Conditions, be deemed to be the act or omission of the party in question.
3. Entire agreement.
  1. Subject to 11.8.2 and any Conflicting Primary Agreement Terms, the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives), or otherwise has been consented to by both Parties on the Watergate Admin Manager. However, for the avoidance of doubt, these Conditions may be varied at Watergate’s sole discretion at any time and with immediate effect (and should notification in writing be required, this shall include by notification on the Watergate Admin Manager).
5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
7. Notices.
  1. Subject to 12.7.4, any notice related to this Installation Contract must be in writing and sent to:
    1. Watergate: notices@watergate.ai
    2. Customer: an email address known to have been used relation to this Installation Contract / Installation Services (failing which by mail to a postal address on file)
  2. A notice is considered received:
    1. If mailed, two working days after it’s sent
    2. If sent by courier, on the date and time the delivery receipt is signed
    3. If emailed, one working day after it’s sent.
  3. This clause does not apply to the service of any proceedings or other documents in any legal action. In which case, the registered office address (or other aforementioned postal address) should be used in addition to email.
8. Confidentiality.
  1. The Customer agrees to keep confidential and not to disclose to any third party (save as required by law) any confidential information it receives from Watergate in connection with the Conditions or any Contract, including the terms of any Contract.
  2. Any NDA shall remain in full force and effect and shall not be superseded or limited by these Conditions or any Contract. The terms of any such NDA shall be additive to the provisions of clause 11.8.1
9. Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12. Intellectual Property: All intellectual property rights related to the Goods, including but not limited to trademarks, patents, and copyrights, remain the sole property of Watergate. Unauthorised use of such intellectual property is prohibited.
13. Acknowledgement. The Customer acknowledges and agrees, by placing orders with the Company, that:
  1. This is a transaction into which the parties are freely entering;
  2. There are clauses contained in these Conditions which exclude, limit or modify the liability of the Company, its employees and agents; and
  3. The exclusions and restrictions on liability referred to in these Conditions are reasonable.