Executive Summary
- The case concerns the interpretation of indexation provisions in a long-term Framework Agreement between Airwave Solutions Ltd and the Secretary of State for the Home Department (SoS) regarding payment adjustments for Core Service Charges under the Airwave Network contract.
- The dispute centers on how indexation weightings apply from Contract Year 21 (post-31 March 2020) after the original fixed indexation weightings expired at Contract Year 20.
- Key legal issues include whether the fixed CY20 indexation weightings continue, whether actual costs should determine indexation, or whether an average weighting applies.
- The SoS issued National Shut Down Notices extending the contract’s termination date to 2029 without further Change Control Notes (CCNs).
- The Court is also asked to decide on SoS’s right to inspect Airwave’s cost documents to verify invoice accuracy.
Sanctions Highlights
- — No sanctions implications identified in the case text.
Emerging Risks
- Potential financial uncertainty for both parties due to unclear indexation methodology post-CY20.
- Risk of protracted litigation over indexation calculations could delay contract closure and impact budgeting.
- Possible disputes over document access may hinder transparency and verification of costs.
Geopolitical Impact
- — No geopolitical significance or country-specific implications noted.
Economic Intelligence
- The Framework Agreement involves substantial, multi-year public safety radio communications services with complex cost indexation tied to RPI and fixed weightings.
- Amendments via CCNs have extended contract duration and adjusted payment profiles, including a 5% discount from 2020.
- The contract’s financial structure depends heavily on agreed indexation weightings for labor, site/asset costs, and other costs, with disputes over their application affecting payment amounts.
- The SoS’s ability to inspect Airwave’s actual cost records could materially impact financial reconciliation and future payments.
Strategic Recommendations
- Parties should seek early resolution or mediation on indexation methodology to avoid costly delays and uncertainty.
- Establish clear protocols for document access to ensure transparency and reduce disputes over cost verification.
- Consider renegotiating indexation terms or introducing updated CCNs to reflect current cost realities and contract extensions.
- Monitor any further contractual notices or amendments that may affect payment terms or shutdown timelines.
- Maintain detailed records of all cost elements and indexation calculations to support audit and compliance.
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*Source Notes: Airwave Solutions Ltd v Secretary of State for the Home Department [2025] EWHC 1332 (Comm)*
[https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1332.txt](https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1332.txt)