Author: Centiq Limited Date: 21/02/2019
Please read these Terms and Conditions for the Supply of Services carefully, as they set out our and your legal rights and obligations in relation to our services.
1.1 In the Agreement:
“Affiliate” means a company, firm or individual that Controls, is controlled by, or is undercommon Control with the relevant company or firm;
“Agreement” means the agreement between the Supplier and the Customer incorporating these Terms and Conditions for the Supply of Services and any amendments to it from time to time.
“Business Day” means any week day, other than a bank or public holiday in England;
“Background Materials” means all works and materials in existence before the date of the Agreement (excluding Customer Materials);
“Business Hours” means between 09:00 and 17:00 on a Business Day;
“Charges” means the charges specified in the Agreement or the Supplier’s Hourly Rate multiplied by the number of man-hours spent by the Supplier’s personnel performing the Services plus the Expenses payable by the Customer to the Supplier, which may be varied in accordance with Clause ;
“Confidential Information” means:
(a) any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be confidential;
(b) the terms (but not the existence) of the Agreement;
and “Control” means:
(a) the legal power to directly or indirectly control the management of a company, firm or other entity;
(b) the right to select the majority of the directors (or their equivalent) of a company, firm or other entity; and/or
(c) ownership of more than 50% of the voting shares in a company; and
“Controlled” will be construed accordingly;
“Customer” means the customer for Services under the Agreement as specified in the Order or Statement of Work confirmation;
“Customer Materials” means works and materials provided by the Customer to the Supplier;
“Customer Representatives” means the persons specified as such in the Agreement;
“Effective Date” means the earlier of:
(a) the date when the Supplier sends to the Customer its written confirmation that the Agreement is agreed; or
(b) the date when the Supplier begins supplying the Services to the Customer; “Expenses” means the following expenses reasonably necessary for, and incurred exclusively in connection with, the performance of the Supplier’s obligations under the Agreement:
(a) travel expenses;
(b) accommodation expenses;
(c) subsistence expenses; and
(d) [other expenses];
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hourly Rate” means the Supplier’s standard hourly rate as specified in the Statement of Work on the Effective Date / notified by the Supplier to the Customer and varied in accordance with Clause ;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know- how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means the period specified as such in the Agreement;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Premises” means the premises of the Customer where the Services will be provided, in whole or part, by the Supplier, as agreed by the Supplier and the Customer in writing];
“Services” means the services supplied by the Supplier to the Customer under the Agreement, details of which are set out in the Agreement/Statement of Work;
“Supplier” means Centiq Limited, a limited company incorporated in England and Wales
“Suppliers Representatives” means the persons specified as such in the Agreement;
“Term” means the term of the Agreement; and
“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on 01st January or on any anniversary of the Effective Date.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re- enacted from time to time; and
(b) (b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 In the Agreement,
(a) “persons” include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
2.1 The Customer appoints the Supplier as its supplier of the Services during the Term.
2.2 The Agreement will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause .
3.1 The Supplier will supply the Services to the Customer in accordance with the terms of theAgreement.3.2 The Supplier will use reasonable endeavours to meet any timetable for the provision of the Services agreed in writing with the Customer; but the time for delivery of the Services will not be of the essence of the Agreement.
3.3 The Supplier may sub-contract the provision of the Services without the prior written consent of the Customer; providing that if the Supplier does sub-contract the provision of Services, the Supplier will remain liable to the Customer for the performance of the subcontracted obligations.
3.4 In the performance of the Services at the Premises, the Supplier shall comply with all reasonable health, safety and security policies and regulations advised by the Customer to the Supplier.
3.5 The Supplier will not take any action or do anything which would or would be likely to damage the reputation or goodwill of the Customer, or bring the Customer into disrepute.
4.1 The Customer will provide to, or procure for, the Supplier any:
(a) support and advice;
(b) information and documentation;
(c) third party co-operation;
(d) licenses of third-party software; and
(e) governmental, legal or regulatory licenses, consents or permits; reasonably necessary to enable the Supplier to discharge its obligations under the Agreement
4.2 The Customer will:
(a) provide to the Supplier prompt access to the Premises upon request;
(b) be responsible for ensuring the health and safety of the Supplier’s personnel, agents and subcontractors whilst they are at the Premises;
(c) maintain the Premises in good order for the supply of Services, and in accordance with all applicable laws;
(d)inform the Supplier of all health and safety rules and regulations and any reasonable security requirements that apply at the Premises; and
(e) maintain reasonable insurance cover for the Supplier’s personnel, agents and subcontractors whilst they are working on Premises (including reasonable public liability insurance); or, where the Premises are occupied by a third party, the Customer will use reasonable endeavours to seek to ensure that the third party will comply with the preceding provisions of this Clause 4.2 as if the third party were the Customer.
4.3 The Customer will not take any action or do anything which would or would be likely to damage the reputation or goodwill of the Supplier, or bring the Supplier into disrepute.
5.1 The Customer will ensure that all instructions in relation to the Agreement will be given by a Customer Representative to the Supplier:
(a) may treat all such instructions as the fully authorised instructions of the Customer; and
(b) will not comply with any other instructions in relation to the Agreement without first obtaining the consent of a Customer Representative.
5.2 The parties will hold project management meetings at either the customer or suppliers’ site, and by telephone and via the internet:
(a) during the Term; and
(b) at the reasonable request of either party.
5.3 A party requesting a project management meeting to be held in person will give to the other at least 10 Business Days’ notice of the meeting.
5.4 Wherever necessary to enable the efficient conduct of business, the Customer will be represented at the project management meetings by at least one Customer Representative and the Supplier will be represented at the project management meetings by at least one Supplier Representative.
6.1 The Customer will pay the Charges to the Supplier in accordance with the provisions of this Clause .
6.2 The Supplier may issue an invoice for the Charges to the Customer from time to time during the Term / on or after the dates set out in the Proposal / at any time after the relevant Services have been delivered to the Customer.
6.3 The Customer will pay the Charges to the Supplier within 30 days of the date of issue/receipt of an invoice issued in accordance with Clause [6.2].
6.4 All amounts payable under the Agreement are exclusive of all sales, value-added,
withholding and other taxes and duties which will be payable by the Customer.
6.5 Charges must be paid by bank transfer.
6.6 If the Customer does not pay any amount properly due to the Supplier under or in connection with the Agreement, the Supplier may:
(a) charge the Customer interest on the overdue amount at the rate of 4% per year above the base rate of National Westminster Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
6.7 The Supplier may elect to vary the Charges / Hourly Rate by giving to the Customer not less than 90 days’ written notice of the variation expiring at the end of any Year of the Agreement, providing that any such variation shall not result in the Charges / Hourly Rate increasing by more than the increase, during the 12 month period immediately preceding the notice of variation, in the Retail Prices Index (all items) published by the UK Office for National Statistics.
6.8 The Charge for Services outside of the UK will be subject to –
(a) Currency fluctuation and the Customer, will be notified by the Supplier of the calculation using the foreign exchange rate issued by National Westminster Bank Plc on its website on the date the order is received, and
(b) the Supplier will cover up to +/-5% the quoted exchange rate. Any variation greater than +/-5% between the quoted exchange rate and the National Westminster Bank Plc sell exchange rate at date of invoice shall be applied to the Customer account resulting in an extra cost in the event of a less favourable rate or a credit in the event of a more favourable rate.
6.9 The Customer will reimburse the Supplier in respect of the Expenses and the Supplier may invoice in respect of Expenses at any time after the relevant Expenses have been incurred by the Supplier, providing that the Supplier must obtain the Customer’s prior written consent before incurring Expenses exceeding £500 during any month.
6.10 The Supplier will:
(a) ensure that the personnel providing the Services complete records of their time spent providing those Services;
(b) collect and collate evidence of all Expenses;
(c) retain such records and evidence during the Term and for a period of 6 months following the end of the Term; and
(d) supply such records and evidence to the Customer within 10 Business Days following receipt of a written request to do so.
7.1 The Customer warrants to the Supplier that it has the legal right and authority to enter into and perform its obligations under the Agreement.
7.2 The Supplier warrants to the Customer that:
(a) it has the legal right and authority to enter into and perform its obligations under the Agreement.
(b) the Services will be performed with reasonable care and skill.
7.3 All of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
8.1 The Customer acknowledges that all Intellectual Property Rights in data, reports, drawings, specifications, designs, plans, programs course materials or other material produced, made available or acquired by the Supplier in the course of the performance of the Services shall vest in and remain the property of the Supplier or its licensors, suppliers or sub-contractors, unless expressly agreed otherwise in advance and in writing by the Supplier.
8.2 The Supplier warrants that the products of the Services (excluding the Customer Materials), and their use by the Customer in accordance with the terms of the Agreement, will not infringe the UK Intellectual Property Rights of any third party.
8.3 Subject to the Customer’s compliance with Clause [8.4], the Supplier hereby indemnifies and undertakes to keep indemnified the Customer against any losses, damages, claims, obligations, liabilities, costs and expenses (including legal fees and costs and expenses incurred in investigating, preparing, defending or prosecuting any litigation, claim, proceeding or demand) arising out of or in connection with any breach by the Supplier of the warranty in Clause [8.2].
8.4 The Customer will:
(a) upon becoming aware of an actual or potential IPR Infringement Claim, notify the Supplier;
(b) provide to the Supplier reasonable assistance in relation to the IPR Infringement Claim;
(c) allow the Supplier the exclusive conduct of the IPR Infringement Claim and all related disputes, proceedings, negotiations and settlements; andx
(d) not admit liability in connection with any IPR Infringement Claim or settle any IPR Infringement Claim without the prior written consent of the Supplier.
9.1 Nothing in the Agreement will exclude or limit the liability of either party for:
(a) death or personal injury caused by that party’s negligence;
(b) fraud or fraudulent misrepresentation on the part of that party; or
(c) any other liability which may not be excluded or limited under applicable law.
9.2 Subject to Clause [9.1] and without prejudice to the express indemnities in the Agreement, each party’s liability to the other party under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
(a) neither party will be liable for any:
i loss of profits, income or anticipated savings;
ii loss or corruption of any data, database or software;
iii reputational damage or damage to goodwill;
iv loss of any commercial opportunity; or
v indirect or consequential loss or damage];
(b) neither party will be liable for any losses arising out of a Force Majeure Event;
10.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Supplier under the Agreement, and that the processing of that Personal Data by the Supplier for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).
10.2 The Supplier warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Supplier on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Supplier on behalf of the Customer.
11.1 Each party will keep confidential the Confidential Information of the other party, and will
not disclose that Confidential Information except as expressly permitted by this Clause .
11.2 Each party will protect the confidentiality of the Confidential Information of the other party
using at least reasonable security measures.
11.3 The Confidential Information of a party may be disclosed by the other party to its
employees and professional advisers, provided that each recipient is legally bound to protect
the confidentiality of the Confidential Information.
11.4 These obligations of confidentiality will not apply to Confidential Information that:
(a) has been published or is known to the public (other than as a result of a breach of the Agreement);
(b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
(c) is required to be disclosed by law, or by an order (binding upon the relevant party) of acompetent governmental authority, regulatory body or stock exchange.
12.1 Neither party will make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.
13.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
13.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.
13.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
14.1 Either party may terminate the Agreement at any time by giving at least 30 days’ written notice to the other party expiring at any time after the end of the Minimum Term.
14.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any breach of any term of the Agreement, and:
(b) the breach is not remediable; or
(c) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(d) persistently breaches the terms of the Agreement.
14.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
i. is dissolved;
ii. ceases to conduct all (or substantially all) of its business;
iii. is or becomes unable to pay its debts as they fall due;
iv. is or becomes insolvent or is declared insolvent; or
v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
vi. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
vii. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);
viii. (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
ix. The Supplier may terminate the Agreement immediately at any time by giving written notice to the Customer if:
x. the Customer fails to pay in full and on time any amount due to the Supplier whether due under the Agreement or otherwise;
xi. there is a change of Control of the Customer or any parent undertaking or holding company of the Customer; or
xii. the Customer or any officer, partner or key employee of the Customer is convicted of any criminal offence.
14.4 The Customer may terminate the Agreement immediately at any time by giving written notice to the Supplier if:
(a) there is a change of Control of the Supplier or any parent undertaking or holding company of the Supplier; or
(b) the customer fails to pay in full and on time any amount due to the Supplier whether under the Agreement or otherwise,
(c) the Supplier or any officer, partner or key employee of the Supplier is convicted of anycriminal offence.
14.5 Agreement overrides Terms and Conditions
The Agreement with the Customer shall override and take precedence over these Terms and Conditions.
15.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 6.6, 6.9, 8.1, 8.3, 8.4, 9, 11, 15, 16, 17, 18 and 19].
15.2 Termination of the Agreement will not affect either party’s accrued rights (including
accrued rights to be paid) as at the date of termination.
15.3 Within 30 days of the termination of the Agreement, the Customer will:
(a) return to the Supplier or dispose of as the Supplier may instruct all documents and materials containing Confidential Information of the Supplier; and
(b) irrevocably delete from its computer systems all Confidential Information of the Supplier.
(c) within 30 days of the termination of the Agreement, the Supplier will:
I. return to the Customer or dispose of as the Customer may instruct all documents and materials containing Confidential Information of the Customer; and
II. irrevocably delete from its computer systems all Confidential Information of the Customer.
16.1 The Customer and Supplier agree that during the period of the Agreement and for a period of twelve (12) months after its termination or expiry, entice or seek to employ or engage directly or indirectly (without the other party’s prior written agreement, such consent not to be unreasonably withheld or delayed) or make or seek to make any offer of employment or engagement to any of the other party’s officers, employees or workers, including those of any of its sub-contractors who have been involved in the course of the negotiation, conclusion and performance of the Contract;
16.2 If any officer, employee or worker of a party leaves the employment of that party as a result of a breach of this clause 16 and commences employment with, or provides services to, the other party, it shall pay the non-breaching party 50% of the higher of:-
i. The annual salary (including any benefits-in-kind, bonus payments, commissions and other benefits) of the employee at the date that they ceased to be an employee of the nonbreaching party; or
ii the annual salary of the employee at the time they commence employment by the breaching party.
16.3 Each party acknowledges that any such payment is by way of liquidated damages and is a reasonable and genuine pre-estimate of the non-beaching party’s losses.
17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute that arises during the continuance of this Agreement.
17.2 Any dispute not capable of resolution by the Parties shall be settled as far as possible by mediation in accordance with the Centre for Dispute Resolution Model Mediation Procedure.
17.3 Neither Party may commence any court proceedings/arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle it by mediation, but any such mediation, may be terminated by either Party at any time if such Party wishes to commence court proceedings or arbitration.
18.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given below (or as notified by one party to the other in accordance with this Clause). The Supplier [addressee, address, fax, and if necessary, email address] The Customer [The addressee, address, fax and email address given in the Agreement/Statement of Work]
18.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(d) where the notice sent by post, 48 hours after posting; and
(e) where the notice sent by fax [or email], at the time of the transmission (providing the sending party retains written evidence of the transmission).
19.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
19.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
19.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
19.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
19.5 Either party may freely assign their rights and obligations under the Agreement without the other party’s consent to any Affiliate of the assigning party or any successor to all or substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
19.6 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.
19.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
19.8 Subject to Clause [9.1]:
(a) the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and
(c) neither party will have any liability other than pursuant to the express terms of theAgreement.
19.9 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have non-exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
No terms or conditions submitted at any time by the Supplier shall form any part of the Contract. In the event of a conflict between any of these Conditions and any specific term or condition (whether in the Contract, Statement of Works, Customer Framework Agreement or otherwise) referred to in the Purchase Order, the latter shall prevail
“Contract” means the Purchase Order, which shall incorporate these Conditions, and the Supplier’s acceptance of the Purchase Order;
“Goods” means any goods, materials, software subscriptions or articles (including any part or parts of them) to be supplied to the Purchaser by the Supplier pursuant to the Contract;
“Group” means, in relation to a Party, any company which is a subsidiary or holding company of that Party or a subsidiary of any such holding company (as the terms “subsidiary” and “holding company” are defined in the Companies Act 2006);
“Intellectual Property Rights” means all inventions, patents, registered designs, design rights, database rights, and copyrights, know-how and trademarks (whether registered or not) and the goodwill attaching to any of them and applications for any of them and any right or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world; “Party” means either the Purchaser or the Supplier as applicable, together being the “Parties”;
“Purchase Order” means the Purchaser’s written instruction to supply the Goods and/or the Services, including any statements of work, specifications, descriptions or other documents attached to, or referred to in, the Purchase Order;
“Purchaser” means Centiq Ltd;
“Services” means any services or work to be performed by the Supplier pursuant to the Contract; and
“Supplier” means the company, firm or individual named as such on the Purchase Order.
2.1 These Conditions are the only conditions upon which the Purchaser is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other conditions. The Supplier waives any right which it might otherwise have to rely on its terms and conditions.
2.2 Unless acceptance of these Conditions by the Supplier expressly occurs at an earlier time, the commencement of work in connection with the supply of the Goods or the performance of the Services by the Supplier shall be deemed to be conclusive evidence of the Supplier’s acceptance of these Conditions.
3.1 The Goods and Services shall conform in all respects with the requirements of the Contract (including any variations made in accordance with Clause 19).
3.2 The Goods shall be safe, durable, free from defects in design, materials and workmanship, fit for the purpose for which they are supplied and for any other purpose made known to the Supplier by the Purchaser in writing, and the Services shall be performed with professional skill and care and in accordance with best industry practice.
3.3 Unless otherwise stated in the Contract, the Goods and Services shall conform to all relevant British and European standards and with the requirements of any applicable statutes, orders, regulations or bylaws from time to time in force.
3.4 If any of the Goods or Services fail to conform to any of the provisions in this Clause, the Purchaser shall be entitled to any remedies available at law or under the Contract.
3.5 The Supplier shall at all times during the term of the Contract maintain a suitable quality management system such as one which complies with the principles of ISO 9001 unless otherwise agreed. For the avoidance of doubt, this does not extend to a requirement on the Supplier to obtain certification under ISO 9001.
Subject to any earlier termination in accordance with these Conditions, the term of the Contract shall be as specified in the Purchase Order.
The Goods shall remain at the risk of the Supplier until delivery to the Purchaser pursuant to Clause 5 is complete. Unless the Goods are rejected pursuant to Clause 8, title to the Goods shall pass to the Purchaser at the time of delivery or at the time of payment for the goods if payment occurs earlier than the time of delivery.
8.3.2 to refuse to accept or pay for any further deliveries of the Goods or Services but without any liability to the Supplier;
11.1 All Intellectual Property Rights in any statements of work, specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser shall, subject to the rights of third parties, remain vested solely in the Purchaser.
11.2 The purchase price for the Goods and Services includes all the irrevocable, perpetual, royalty-free rights for the Purchaser to use all Intellectual Property Rights incorporated in the Goods for its own purpose and in its business anywhere in the world.
11.3 The Supplier hereby assigns to the Purchaser all new Intellectual Property Rights generated in the course of supplying the Goods and/or Services pursuant to the Contract.
11.4 The Supplier shall keep the Purchaser indemnified in full against all liability, actions, suits, claims, demands, losses, charges, costs and expenses (including legal and other professional fees and expenses) incurred by the Purchaser as a result of or in connection with any infringement or alleged infringement of any Intellectual Property Rights caused by the use, manufacture or supply of the Goods and/or Services (as applicable).
12.3.1 the other Party commits a material breach of the Contract which (if capable of remedy) it fails to remedy within 30 days of receipt of written notice of the same;
12.3.2 any distress, execution or other process is levied upon any of the assets of the other Party;
12.3.3 the other Party enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for the other Party’s winding up (except for the purposes of amalgamation or reconstruction as a solvent company), or if a petition is presented to Court, or if a receiver/manager, administrative receiver or administrator is appointed in respect of the whole or any part of the other Party’s undertaking or assets;
12.3.4 the other Party ceases or threatens to cease to carry on its business; or
12.3.5 the financial position of the other Party deteriorates to such an extent that, in the reasonable opinion of the non-defaulting Party, the capability of the other Party to adequately fulfil its obligations under the Contract has been placed in jeopardy.
17.1 If any dispute arises out of or in connection with this Contract (“Dispute”) the Parties undertake that they will seek to have the Dispute resolved amicably by use of an alternative dispute resolution procedure acceptable to both Parties. Either Party will be entitled to initiate the process by written notice to the other.
17.2 If the Dispute has not been resolved to the satisfaction of either Party within 30 days of initiation of the procedure pursuant to Clause 17.1 or if either Party fails or refuses to participate in or withdraws from participating in the procedure then either Party may refer the Dispute to the Courts in accordance with Clause 22.
17.3 Nothing in this Clause 17 shall restrict or prevent either Party from seeking injunctive relief at any time.
18.1 A notice given under or in connection with the Contract must be in writing and delivered by hand or sent by first class post to the address of the Purchaser or (as the case may be) to the address of the Supplier shown on the Purchase Order or to such other address as either the Supplier or the Purchaser (as the case may be) may substitute by written notice to the other Party, or by electronic mail to firstname.lastname@example.org
18.2 Notice shall be deemed given: (i) if sent by first class post or international overnight courier, three days after posting or sending by courier excluding the day of posting or sending; (ii) if delivered by hand or electronic mail, on the day of delivery and proof of receipt is obtained.
19.1 Failure or delay by the Purchaser in enforcing any provision of the Conditions shall not be a waiver of any of the Purchaser’s rights under the Contract or of the right at any time subsequently to enforce that provision or any other provision of the Contract.
19.2 No amendment or variation to this Contract shall be binding on the Purchaser unless it is agreed by the Parties in writing and issued as a written Purchase Order amendment by the Purchaser.
19.3 A person who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract to enforce any term of the Contract, provided that any member of the Purchaser’s Group which is involved in procuring Goods or Services from the Supplier under this Contract shall have the right to enforce any of the Conditions to the extent that it applies to the Goods or Services which it procures. The Parties shall not be under any obligation to seek the consent of any member of the Purchaser’s Group in relation to any amendment to the Contract. This Clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
19.4 If any provision of these Conditions is held by any competent authority to be illegal, unenforceable or unreasonable in whole or in part it shall, to that extent, be deemed severable and the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
20.BUSINESS ETHICS, SANCTIONS AND MODERN SLAVERY
20.1 Each Party shall comply with the Bribery Act 2010 and any other anti-corruption and anti-bribery laws, legislation, regulations or directives (“Anti-Corruption Legislation”) which apply to its business or which apply in the place where the Contract is performed. Each Party will not, and will procure that its employees, subcontractors, agents, and representatives will not, engage in any activity, practice or conduct which would constitute an offence under any Anti-Corruption Legislation.
20.2 The Supplier shall comply with the Modern Slavery Act 2015 and any other modern slavery laws, legislation, regulations or directives (“Modern Slavery Legislation”) which apply to its business or which apply in the place where the Contract is performed. The Supplier will not and will procure that its employees, subcontractors, agents, and representatives will not, engage in any activity, practice or conduct which would constitute an offence under any Modern Slavery Legislation.
20.3 A breach of this Clause 20 shall be deemed to be a material breach of the Contract.
21.1 In performing the Services and/or its obligations under this Contract, the Supplier shall comply with and ensure that its staff, contractors, subcontractors, and agents comply with the Data Protection Act 1998 as amended (“the Act”). The following terms shall have the meanings ascribed to them within the Act: “Data Controller”; “Data Processor”; “Personal Data”.
21.2 Unless otherwise agreed in writing, the Supplier shall:
21.2.1 act as Data Processor and comply with the instructions of the Purchaser as Data Controller;
21.2.2 only process Personal Data of the Purchaser to the extent and in such manner as is necessary for it to carry out its obligations under this Contract;
21.2.3 implement appropriate technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing, loss and/or corruption of data;
21.2.4 take reasonable steps to ensure the reliability of its staff with access to such Personal Data;
21.2.5 not cause or permit such Personal Data to be transferred outside of the European Economic Area, and
21.2.6 refrain from using such Personal Data for marketing and/or promotional purposes or disclosing such Personal Data to third parties for such purposes.
21.3 The Purchaser reserves the right to audit compliance by the Supplier against its procedures for the control of Personal Data upon reasonable prior notice. The Supplier shall retain all records as are necessary to support proper control of Personal Data and/or any such audit. Any breach by the Supplier of its obligations under this Clause 21 shall constitute a material breach of the Contract.
22.1 This Contract and any dispute or claim arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with English law.
22.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the English Courts PROVIDED THAT each Party shall have the right to enforce a judgment of the English Courts in a jurisdiction in which the other Party is incorporated or in which any assets of the other Party may be situated.