Enhanced Ajax Services: General Terms and Conditions for Services Resellers/Services Distributors

Last Updated on: 26 January 2026

1. Acceptance of Terms

These Enhanced Ajax Services: General Terms and Conditions for Services Resellers/Services Distributors (“General T&C”) is a binding legal agreement (“Agreement”) between Ajax Systems (hereinafter also “Ajax”), and Services Reseller(s) / Services Distributor(s), both individually referred to as the “Party” and collectively as the "Parties”.

By activating and/or using the Enhanced Ajax Services, Services Reseller/Services Distributor is accepting these General T&C and entering into this Agreement; Services Reseller/Services Distributor and its signatory represent and warrant that Services Reseller/Services Distributor and its signatory have the legal capacity and authority to enter into this binding Agreement to adhere to the terms of this Agreement, and that Services Reseller/Services Distributor will act in accordance with this Agreement, the terms hereof and with all applicable laws.

2. Definitions

When used in this Agreement the following terms shall be applicable to both the singular and plural forms of the terms defined:

“Affiliates” means all companies of the group of companies of each of the Parties, all branches and subsidiaries, parent companies and affiliates, corporations and commercial organizations of each Party, as well as legal entities where the Party is a founder, participant or holds a similar position.

“Agreement” means this agreement, the schedules attached, and any documents included by reference. Each may be amended by agreement from time to time in accordance with the terms of this agreement.

“Ajax Systems” for the purposes of this General T&C shall mean AJAX SYSTEMS TECH FZCO, Company Registration Number DMCC202798, incorporated in the DMCC Free Zone, UAE and other relevant company(ies) of AJAX SYSTEMS Group of companies if applicable.

“Effective Date” of this Agreement is the date of its acceptance by the Services Reseller/Services Distributor.

“Service providers (dealers) / Installers” means legal entities and / or individual entrepreneurs who enable, activate and manage Enhanced Ajax Services to customers (as defined below).

“Enhanced Ajax Services” means information technology services and / or other services that may be provided online during the term and pursuant to the terms and conditions of this Agreement. Invoices issued by Ajax may contain (but not necessarily) details of Enhanced Ajax Services.

“Territory” means the following geographic area or areas: as a general rule shall be only the country of incorporation of the Services Reseller/Services Distributor (unless otherwise agreed additionally between the Ajax and particular Services Reseller/Services Distributor).

“Trademark” means any “AJAX” trademark and/or logo, used to describe the products or services of the Ajax Systems.

“Services Reseller/Services Distributor” means legal entity(-ies) authorised by Ajax to provide access to the Services providers (dealers) / Installers and customers on connecting to Enhanced Ajax Services, make payments and fees to Ajax and commit any other activity as specified below in accordance with this Agreement.

3. APPOINTMENT and TERRITORY

3.1 Ajax hereby appoints Services Reseller as an authorized, non-exclusive reseller of Enhanced Ajax Services in the Territory.

3.2. Services Reseller/Services Distributor agrees that its appointment mentioned in the Article 3.1. of the Agreement is limited within the Territory. Thus, Services Reseller/Services Distributor may interact with Service providers (dealers) / Installers, customers in relation to Enhanced Ajax Services as well as market and sell such Enhanced Ajax Services within the Territory only.

4. COMMITMENTS OF THE PARTIES

4.1. Services Reseller/Services Distributor COMMITMENTS

4.1.1. The Services Reseller/Services Distributor agrees that its commitments under this Agreement include the following:

4.1.1.1. to provide access to Service providers (dealers) / Installers on connecting customers to Enhanced Ajax Services;

4.1.1.2. to make payments to Ajax, calculated according to the Section 5 of the Agreement. Services Reseller/Services Distributor agreed that failure of timely payments by Services Reseller/Services Distributor to Ajax (delay in payment for more than 30 days may result in suspension of fulfilment of Ajax commitments and obligations under this Agreement without liability for Ajax). Such suspension of fulfilment of Ajax commitments and obligations under this Agreement may particularly include suspension in providing reliable signal forwarding, technical support for Services Reseller/Services Distributor and so on. Renewal of Ajax commitments and obligations under this Agreement occurs after the full payment of all Services Reseller/Services Distributor pending debts by Services Reseller/Services Distributor to Ajax and payment of the penalty amounting to 10% from the amount of the debt in question.

4.1.1.3. to provide Ajax with feedback on user experience in relation to Enhanced Ajax Services (where possible).

4.2. AJAX COMMITMENTS

4.2.1. Ajax agrees that its commitments under this Agreement include the following:

4.2.1.1. providing reliable technical support for Services Reseller/Services Distributor (to the extent related to Enhanced Ajax Services);

4.2.1.2. providing such resources for Services Reseller/Services Distributor as virtual academy, access to Ajax PRO Desktop, and technical support (to the extent relates to Enhanced Ajax Services) during Ajax standard business hours.

5. FEES AND PAYMENTS

5.1. Services Reseller/Services Distributor pays to Ajax on the monthly basis not later than the 15th day of the month following each month of services according to the invoice issued by Ajax (unless otherwise agreed between the Parties). Fees are determined according to the Price list for Enhanced Ajax Services.

5.2. Under the mutual agreement between Parties, Ajax may issue the invoice(-s) to the Services Resellers/Services Distributor for the purpose of advance payment for the Enhanced Ajax Services.

5.3. Payment(-s) shall be made (a) in the currency stipulated in the invoice issued by the Ajax and (b) in accordance with the terms of payment set out below.

5.4. Unless otherwise agreed by Ajax in writing, payments shall be made by bank transfer to the bank account specified by Ajax. Commission charges terms shall be: OUR.

6. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

6.1. “Intellectual Property Rights” means any copyright, design, trademark, trade secret, technical information, know-how, or patent rights and any registrations or applications for any of the foregoing belonging to Ajax or its Affiliates. All right, title and interest to the Intellectual Property Rights is and shall remain with Ajax or its Affiliates. In connection with granting non-exclusive right of Enhanced Ajax Services provision, Ajax hereby also grants the Services Reseller/Services Distributor with a non-exclusive, non-transferable, under no extra charge (Fees payable by Services Reseller/Services Distributor to Ajax under this Agreement are determined taking into account this license) license to use Trademark for the purpose of marketing, sales, advertisement and promotion of Enhanced Ajax Services within the Territory in a manner, form and venue approved by Ajax. Upon expiration or termination of this Agreement, such license shall be automatically cancelled and revoked.

6.2. Ajax reserves the right to take whatever action it deems necessary to protect Intellectual Property Rights of Ajax and / or its Affiliates against imitations, counterfeiting and unfair competition. Services Reseller/Services Distributor shall immediately notify Ajax of any infringement of the Intellectual Property Rights and shall give all reasonable assistance to Ajax and / or its Affiliates in taking action against such infringement. In connection with the foregoing, Services Reseller/Services Distributor further agrees as follows:

• not to use (by itself or by Affiliates) or permit to use any trademark, trade dress, words, names, symbols, or designs of Ajax as part of its corporate or trading name or style, or on any of its products and/or used for the services provision, which could reasonably be expected to be considered confusingly similar thereto;
• never attempt to apply, register or own in any country: any trademark, trade name, domain name, keyword, or social or business networking/media account or identification name confusingly similar to any trademark of Ajax or its Affiliates.
• never attempt to infringe, dispute, contest, attack or impair the validity or ownership of Ajax or its Affiliates Intellectual Property Rights, nor take any action to the detriment of Ajax or its Affiliates interest therein or which would or could dilute the value of the goodwill attached to the trademarks;
• not to effect the removal, renewal or alteration of any trademarks, trade names, notices affixed to Enhanced Ajax Services or any related services.

6.3. Simultaneously with the execution of this Agreement, and as condition hereto, Services Reseller/Services Distributor hereby executes the following undertaking:

6.3.1. Services Reseller/Services Distributor will be obliged and undertakes to oblige its employees not to disclose the confidential information including, but not limited to any information about Parties’ activity, terms and conditions of this Agreement and the information obtained in the course of conclusion, fulfilment of the Agreement and/or in regard with the Agreement (except the cases directly foreseen in the applicable laws of the Parties of the Agreement).

6.4. The Parties also agreed that technical and business information relating to Ajax's or its Affiliates inventions or products, research and development, production, operations, manufacturing and engineering processes, know-how, design rights, trade secrets and all related documentation, any data, information provided to the Services Reseller/Services Distributor (its employees) in written, electronic, visual, graphic or any other form, is also considered as confidential information possessed by Ajax and should not be disclosed by the Services Reseller/Services Distributor (hereinafter together referred as the “Confidential Information”).

6.5. Providing of the Confidential Information by the Services Reseller/Services Distributor and/or any of its employees to the third party will be allowed only under the condition of receiving of the prior written approval issued by Ajax unless such information is requested by a competent authority according to the applicable laws of the Parties of the Agreement and/or is required for the fulfilment of the Agreement.

In case of receipt of any information/documents request from any authority concerning and/or including the Confidential Information and/or requiring to disclose any Confidential Information, Services Reseller/Services Distributor undertakes to inform Ajax of such a request within 2 (two) business days and obtain the consent from Ajax with regard to the response wording, documents and/or information to be provided to respective authority.

6.6. The conditions of the non-disclosure of Confidential information will remain in force (including for the Services Reseller’s / Services Distributor’s employees involved in fulfilment of this Agreement who will be dismissed) within the validity period of the Agreement and within 5 (five) years from the moment when the Agreement is terminated irrespective of the reason of that termination.

6.7. The information is not considered as the Confidential Information if it meets at least one of the following requirements:

• it was already known to the Services Reseller/Services Distributor before the conclusion of the Agreement;
• it was received legally from the third party, who, to the best knowledge of the Services Reseller/Services Distributor is not prohibited from transmitting the information to the Services Reseller/Services Distributor by a contractual, legal, fiduciary or other obligation to Ajax;
• it was published by Ajax and is not considered as the breach of the provisions of the Agreement;
• it required by law, regulatory or governmental body or a valid and effective order of a court of competent jurisdiction to be disclosed, provided however that in such circumstances, the Services Reseller/Services Distributor shall, where practicable, inform Ajax of the existence, terms and circumstances surrounding such a request prior to its disclosure, and the Confidential Information to be disclosed by the Services Reseller/Services Distributor pursuant to this Clause shall be limited to only that portion of the Confidential Information which is mandatorily and legally required to be disclosed.
• it is allowed to be disclosed under a written approval of Ajax, which was received prior to disclosure.

6.8. Services Reseller/Services Distributor and its employees are obliged to abstain from disclosure of the Confidential information as well as guarantees to take all necessary measures for non-disclosure of the Confidential information by its employees and/or third parties involved by the Services Reseller/Services Distributor in the fulfilment of the Agreement.

6.9. Services Reseller/Services Distributor shall be obliged to immediately notify Ajax about loss of the Confidential Information storage devices, as well as about reasons and circumstances of such a loss and other facts that may lead to disclosure of the Confidential Information.

6.10. Should the Services Reseller/Services Distributor or any of its employees fail to fulfil its own obligations in relation to confidentiality and storage of Confidential Information, the Services Reseller/Services Distributor shall indemnify Ajax in full amount of all losses, lost profits and non-pecuniary damage caused by such non-fulfilment. The Services Reseller/Services Distributor also bears liability, provided by the laws of Poland.

6.11. Services Reseller/Services Distributor agrees and acknowledges that the provisions of this Article 6 are reasonable in regard to the necessity and interest of Ajax or its Affiliates to protect its Intellectual Property Rights and/or Confidential Information and that any breach of the terms contained in this Article 6 shall be deemed a material breach of this Agreement and in addition to any other remedies which may be available to it, Ajax or its Affiliates shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all of its rights in and to its Intellectual Property Rights and/or Confidential Information.

6.12. For the avoidance of any doubt, this Agreement explicitly prohibit publishing, sharing with any third parties any financial data in relation to this Agreement.

7. MARKETING MATERIALS & ENHANCED AJAX SERVICES DESCRIPTIONS

7.1. Ajax will provide all necessary marketing materials in e-format to the Services Reseller/Services Distributor (if applicable). Services Reseller/Services Distributor has a right to use Ajax pictures, videos, articles which were provided by Ajax under this Agreement for the promotion. Such use is possible only during the period of validity of this Agreement. Herewith all the marketing materials shall remain the property of Ajax all the time. Services Reseller/Services Distributor has no rights to transfer relevant marketing materials neither to Service providers (dealers) / Installers, nor to other persons. They may request relevant marketing materials from Ajax directly (and Ajax has the right to decide on whether to provide relevant marketing materials or not).

7.2. Ajax shall provide the Services Reseller/Services Distributor with Enhanced Ajax Services descriptions in English language in an electronic format.

8. OTHER OBLIGATIONS

8.1. Services Reseller/Services Distributor shall support efforts and activities of Ajax, particularly, in relation to the Enhanced Ajax Services (such as webinars, training activities, so called “roadshows” activities etc.).

8.2. Services Reseller/Services Distributor shall maintain, at its own expense and liabilities, such facilities, and hire and train such personnel, as may be required to carry out the obligations under this Agreement.

8.3. Services Reseller/Services Distributor shall, at its expense, obtain and possess any and all business licenses and governmental approvals that may be necessary for sale of Enhanced Ajax Services, comply with all registration requirements and comply with all governmental laws, regulations, and orders that may be applicable to Services Reseller/Services Distributor by reason of its execution of this Agreement. Services Reseller/Services Distributor is completely responsible inter alia for compliance with all legitimate requirements in relation to collecting payments from Service providers (dealers) / Installers, customers in relation to Enhanced Ajax Services.

8.4. Services Reseller/Services Distributor shall work to ensure any Service providers (dealers) / Installers, customers and/ or other persons contracted by it, who to some extent interact with Enhanced Ajax Services, are properly licensed and have required permits in order to arrange activities they are contracted for.

8.4.1. Services Reseller/Services Distributor shall properly communicate the details of Enhanced Ajax Services to persons who are contracted by Services Reseller/Services Distributor and to some extent interact with Enhanced Ajax Services, and ask such persons to comply with all applicable laws, rules, regulations and/or guidelines in the Territory relating to the use, handling, marketing, advertisement, sale, transfer and/or disposal of Enhanced Ajax Services, as well as with the terms and conditions of this Agreement.

8.5. Indemnity. Services Reseller/Services Distributor agrees to indemnify and hold Ajax, its officers, directors, employees, successors, and assigns harmless against any losses, damages, or expenses of whatever form or nature, including lawyers’ fees and other costs of legal defence, whether direct or indirect, that they, or any of them, may sustain or incur as a result of any actions, omissions, or admissions of the Services Reseller/Services Distributor, or any of its officers, employees, directors, agents, Service providers (dealers) / Installers, or other persons contracted or appointed by them or by the Services Reseller/Services Distributor, as well as customers, including, but not limited to: (1) any breach of any provisions of this Agreement, (2) negligence or other tortious conduct, (3) representations or statements made by the Services Reseller/Services Distributor, or any of the persons mentioned in this section (in particular, but not limited to any of its officers, directors, employees or agents, Service providers (dealers) / Installers or other persons appointed by it), or its representatives that are not specifically authorized by Ajax in writing, (4) any violation of applicable laws, regulations, or orders in the process of execution of this Agreement, (5) any claims or losses arising as a result of the Services Reseller/Services Distributor’s failure to comply with any provisions of this Agreement, including but not limited to claims from Service providers (dealers) / Installers, other contracted persons, and customers who have experienced difficulties with Ajax Enhanced Services, other basic Ajax services, or Ajax products due to the direct and/or indirect fault of the Services Reseller/Services Distributor, particularly in cases of untimely payments under this Agreement (including but not limited to those described in Article 4.1.1.2). In addition, the Services Reseller/Services Distributor unconditionally waives any and all rights of recourse and/or subrogated actions against Ajax.

8.5.1. The Parties hereby mutually agree that Ajax shall not be liable for any losses, damages, or expenses of whatever form or nature of the Services Reseller/Services Distributor and / or Service providers (dealers) / Installers and / or customers that may sustain or incur as a result of misfunctioning of the Enhanced Ajax Services beyond the reasonable control of Ajax (such as, but not limited to, the lack of connectivity services, technical and/or signal misfunctioning covered by the third-party operator).

8.6. Non-solicitation clause.

Non-solicitation clause. During the term of the Agreement and also during 2 (two) years after termination of the Agreement, the Services Reseller/Services Distributor agrees to (i) refrain from soliciting employees of Ajax and/or any other company where shareholder(s)/ beneficial owner(s) of Ajax are or will be acting as shareholder(s)/beneficial owner(s) and (ii) do not solicit contractors of Ajax.

For the purposes of this article, the employees of Ajax and/or any other abovementioned company shall mean current employees of Ajax and employees who during the last 2 (two) years had labour relations with Ajax and/or any other abovementioned company at least during 1 (one) calendar day. In case of breach of the abovementioned obligation, the Services Reseller/Services Distributor shall indemnify Ajax against any losses (including losses of expected gain or profit) and damages during 20 (twenty) calendar days after finding of violation of the above rules.

For the purposes of this article, “do not solicit contractors of Ajax” shall mean do not solicit, induce or attempt to induce any person if such inducements cause or may reasonably cause cessation or reduction of services provision, to Ajax, or adversely affect the terms of cooperation with Ajax by such persons.

9. TECHNICAL AND OTHER TERMS OF SERVICES

9.1. Services Reseller/Services Distributor shall comply by itself as well as work to ensure each Service provider (dealer) / Installer, customer and/ or other person in the relevant reselling chain, who to some extent interacts with Enhanced Ajax Services, comply with the Enhanced Ajax Services: Technical Terms of Services (hereinafter - “Technical T&C”) in the extent applicable to the relevant role. The effective version of Technical T&C may be amended from time to time by Ajax.

The full text of the Technical T&C could be found by links:

• Technical T&C: AJAX CLOUD STORAGE SERVICES
• Technical T&C: AJAX SIM SERVICE

9.2. Services Reseller/Services Distributors shall properly communicate Technical T&C to Service providers (dealers) / Installers and ask Service providers (dealers) / Installers to communicate Technical T&C to the customers.

9.3. In case the Services Reseller/Services Distributor has identified and/or was informed and/or notified by the Service provider (dealer) / Installer, customer and/or any other party regarding violation of the Technical T&C by any party, the Services Reseller/Services Distributor in question shall immediately notify Ajax thereof.

9.4. Ajax has the right on its sole discretion to limit, suspend and / or completely or partially terminate the provision of the Enhanced Ajax Services and/or its component(s) to the relevant Services Reseller(S)/Services Distributor(s) and /or Service providers (dealers) / Installers and/or customers in case(s) of: (i) any violation of this General T&C by the Services Resellers/Services Distributors and / or, (ii) any violation of the Technical T&C by the Services Reseller(s)/Services Distributor(s) / Service providers (dealers)/Installers / customers and / or, (iii) any unlawful actions, misuse and/or any illegal use of the provisions of Enhanced Ajax Services and/or its component(s) based on the essence of this Agreement by the Services Reseller(s)/Services Distributor(s) / Service providers (dealers)/Installers / customers, (iv) misfunctioning of the Enhanced Ajax Services beyond the reasonable control of Ajax (such as, but not limited to, the lack of connectivity services, technical and/or signal misfunctioning covered by the third-party operator) and / or, (v) significant changes and/or significantly unfavorable economic conditions within the Territory and/or the territory of connectivity services provider(s), which make the cost of Enhanced Ajax Services provided by Ajax unreasonable and / or (vi) arising and/or existing of the relevant requirements according to United States laws, European Union member state and United Kingdom sanctions and/or other laws, regulations, rules and orders. Ajax has no obligations to provide separate notifications to the relevant Parties regarding actions mentioned in this art.9.4. In the meantime, Ajax will contribute efforts to ensure a smooth experience of Enhanced Ajax Services provision subject to compliance of Services Reseller(s)/Services Distributor(s) / Service providers (dealers)/Installers / customers with the requirements of the Technical T&C.

10. DATA PROTECTION

10.1. Under the clauses of this Agreement, “Personal Data” shall mean any and all information, data or the full scope of data which Ajax and the Services Reseller/Services Distributor may exchange pursuant to Enhanced Ajax Services under the provisions of this Agreement. 

10.2. The Services Reseller/Services Distributor shall comply with the requirements of the Applicable data protection law on the processing of Personal Data.

10.2.1. “Applicable data protection law” means the legislation on the processing of personal data in force from time to time, including the General Data Protection Regulation (EU) 2016/679); the UK Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other EEA legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to the Services Reseller/Services Distributor relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) depending on the Territory.

10.3.  By accepting this General T&C, the Services Reseller/Services Distributor hereby warrants that it has taken all actions required by the Applicable data protection law for the Personal Data exchanging, collecting and processing under this Agreement.

11. TERM & TERMINATION, MISCELLANEOUS

11.1. The Agreement shall become effective from the Effective Date, and will have effect during one year after the Effective Date of this Agreement, unless otherwise terminated earlier in accordance with the terms and conditions of the Agreement. The Agreement may be automatically renewed each time for 1 (one) year in case Ajax has no objections against this Agreement automatic renewal. Objections in question (if any) shall be communicated by Ajax to Services Reseller/Services Distributor at least 10 days before the expiry date.

11.2. Ajax may, without prejudice to any other rights, immediately and unilaterally terminate the Agreement by notice to Services Reseller/Services Distributor if:

11.2.1. Services Reseller/Services Distributor conducts predatory pricing or any analogous, comparable or similar act without reasonable cause; or

11.2.2. Services Reseller/Services Distributor conducts in any manner that adversely affects, damages or derogates Ajax's goodwill and reputation; or

11.2.3. Services Reseller/Services Distributor commits any breach of any of its commitments and obligations mentioned in this Agreement, which shall be deemed a material breach of this Agreement; or

11.2.4. Services Reseller/Services Distributor commits any breach of other obligations, duties, covenants or undertakings under the Agreement and fails to remedy the breach within 10 (ten) days after receipt of Ajax’s written notice.

11.3. Any change occurs in the constitution, management or control or the financial or other circumstances of Services Reseller/Services Distributor which, in Ajax’s sole opinion is materially detrimental to Ajax’s interests including, without limitation, as a result of any interest in Services Reseller/Services Distributor being acquired by any third party engaged in a business that is deemed a competitive business.

11.4. Notwithstanding the above, each of the Parties is entitled to terminate the Agreement by giving the other Party a 30 (thirty) days’ advance notice in writing.

11.4.1. Termination of the Agreement does not release the Services Reseller/Services Distributor from the fulfilment of obligations arising during the period of validity of the Agreement (including making all applicable payments to Ajax).

11.5. The Parties may mutually agree on the termination of the Agreement on the date agreed by the Parties in writing.

11.6. In the event that the electronic signature (including via DocuSign and/or Ironclad and/or other similar platforms) of the last necessary signatory of any Party is imposed later than the date indicated in the electronic document as the date of its conclusion, the terms of the electronic document shall always apply to the Parties' legal relations that arose starting from the date indicated in the text of that electronic document as the date of its conclusion.

11.7. The Parties also agreed that this Agreement may be concluded by the Services Reseller/Services Distributor by clicking the acceptance in the Ajax PRO Desktop.

11.8. Any and all notifications, announcements or other documents related to this Agreement shall be sent by email to Ajax at the details specified below:

Email: services-admin@ajax.systems

12. FORCE MAJEURE

12.1. Neither Party shall be held responsible for failure or delay to perform all or any part of this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, civil commotion, strikers, acts of government (each, a “Force Majeure”), misfunctioning of the Enhanced Ajax Services beyond the reasonable control of Ajax etc. However, the Party affected by the event of Force Majeure shall inform the other Party of such occurrence in writing as soon as possible, and thereafter sends a certificate of the event issued by the relevant authorities to the other party within 30 (thirty) days after its occurrence.

12.2. The Party affected by Force Majeure shall make reasonable efforts to reduce the consequences of the Force Majeure and resume the performance of all relevant obligations as soon as possible after the termination of Force Majeure. If the Party affected by Force Majeure fails to resume performance of the relevant obligations after the reasons for the temporary exemption from performance of the obligations due to Force Majeure disappear, such Party shall be liable to the other Party in this regard.

13. JURISDICTION AND APPLICABLE LAW

13.1. The Agreement and all issues relating to its validity, interpretation or fulfilment of any of its terms and conditions or any rights or obligations of the Parties under the Agreement shall be governed by and resolved in accordance with the laws of Poland.

13.2. The Parties irrevocably agree that the courts of the Republic of Poland shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement, in particular but not limited to disputes regarding its performance, existence, validity, interpretation, termination or consequences thereof. Accordingly, any legal action or proceedings arising out of or in connection with the Agreement, whether based on contractual or extracontractual liability, shall be brought exclusively before the courts of the Republic of Poland.

13.3. The Parties have caused the Agreement to be validated by their duly authorised representatives.

13.4. Invalidity of one or several provisions of this Agreement resulting from changes in applicable legislation or due to other reasons shall not imply invalidation of any other provisions hereof.