Executive Summary
- The case concerns the contractual interpretation of indexation provisions in the Framework Agreement between Airwave Solutions Ltd and the Secretary of State for the Home Department (SoS) regarding the Airwave Network services.
- Central dispute: how Core Service Charges should be indexed from Contract Year 21 (1 April 2020) onwards after the original indexation weightings fixed through Contract Year 20 (31 March 2020).
- The Framework Agreement was extended multiple times via Change Control Notes (CCNs), with the National Shut Down Target Date extended to 31 December 2029.
- Key legal issues focus on whether fixed indexation weightings continue post-CY20, or if actual costs or averaged weightings should apply, and the SoS’s right to inspect Airwave’s cost documents.
Sanctions Highlights
- No sanctions implications identified in the case.
Emerging Risks
- Potential financial exposure for SoS if indexation weightings are interpreted to require payment based on actual or averaged costs rather than fixed historic weightings.
- Risk of protracted litigation over document access and cost verification, impacting contract administration and payment certainty.
- Possible precedent effect on other long-term public-private contracts with indexation clauses and extension provisions.
Geopolitical Impact
- No geopolitical significance or country-level implications noted.
Economic Intelligence
- The indexation mechanism directly affects the cost base and payment obligations of the SoS for critical public safety communications infrastructure.
- The dispute over indexation weightings could materially impact Airwave’s revenue and SoS’s budget forecasts for the Airwave Network until the extended National Shut Down Target Date.
- The 5% discount on Core Service Charges from 1 January 2020 under CCN 187 modifies the payment profile but does not resolve the indexation methodology dispute.
- Delays in National Shut Down and extensions increase the financial and operational horizon of the contract.
Strategic Recommendations
- Parties should seek a negotiated resolution on indexation methodology to avoid costly, protracted litigation and uncertainty.
- SoS should prepare for potential disclosure and inspection of Airwave’s cost records to support its position.
- Review and clarify indexation provisions in future contracts to prevent ambiguity post-extension periods.
- Monitor ongoing contract amendments and notices (e.g., Deferred National Shut Down Notices) for further financial and operational impacts.
- Consider impact of this case on similar public-private framework agreements involving long-term indexation clauses.
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Source Notes: *Sanctions Intelligence Digest* — [https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1332.html](https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1332.html)