1.1 Definitions:
1.2 Interpretation: 1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. 1.2.2 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020. 1.2.3 Any words following the terms including, include for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 1.2.4 A reference to writing or written includes fax and email.
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 Unless otherwise agreed in writing between the parties, the Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4.1 The Customer shall:
4.1.1 Ensure that the terms of the Order and any information it provides in the Specification are complete and accurate.
4.1.2 Co-operate with the Supplier in all matters relating to the Services.
4.1.3 Provide the Supplier, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the Supplier.
4.1.4 Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects.
4.1.5 Prepare the Customer’s premises for the supply of the Services.
4.1.6 Obtain and maintain all necessary licences, permissions, and consents which may be required for the Services before the date on which the Services are to start.
4.1.7 Comply with all applicable laws, including any applicable employment and data protection and health and safety laws.
4.1.8 Keep all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorization; and 4.1.9 Comply with any additional obligations as set out in the Specification.
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 Without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations,
4.2.2 The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause
4.2; and 4.2.3 The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5.1 The Charges for the Services shall be calculated on a time and materials basis:
5.1.1 The Charges shall be calculated in accordance with the Supplier’s hourly, daily, or weekly fee rates, as set out in the Supplier’s written confirmation of order.
5.1.2 The Supplier’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days.
5.1.3 The Supplier’s hourly fee for services will be charged at double the contract rate on any public holiday.
5.1.4 The Supplier shall be entitled to charge an overtime rate of 33% of the hourly or daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause
5.1.2; and 5.1.5 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including traveling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.2 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
5.3 The Supplier shall, on the 1st of April each year, increase the labour element of the Charges in line with any legislative increases to the National Living Wage and statutory contributions. 5.4 The Supplier shall invoice the Customer in arrears. The Customer shall pay each invoice submitted by the Supplier:
5.4.1 Within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
5.4.2 In full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value-added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. 6.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller, and the Supplier is the processor.
7.3 Without prejudice to the generality of clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
7.4 Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
7.4.1 Process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer.
7.4.2 Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
7.4.3 Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential.
7.4.4 Not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(a) The Customer or the Supplier has provided appropriate safeguards in relation to the transfer.
(b) The data subject has enforceable rights and effective legal remedies.
(c) The Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) The Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data.
7.4.5 Assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
7.4.6 Notify the Customer without undue delay on becoming aware of a personal data breach.
7.4.7 At the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
7.4.8 Maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
7.5 The Customer does not consent to the Supplier appointing any third-party processor of personal data under the Contract unless otherwise agreed in writing.
7.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
clause 8: Liability
8.1 The Supplier maintains adequate insurance cover for its own legal liability concerning individual claims. The limits and exclusions in this clause reflect the insurance cover arranged by the Supplier. The Customer is responsible for arranging insurance to cover any excess loss.
8.2 The liability restrictions in this clause 8 apply to all liabilities arising under or related to the Contract, including liabilities in contract, tort (including negligence), misrepresentation, restitution, or any other legal basis.
8.3 Neither party can benefit from the limitations and exclusions set out in this clause for any liability arising from deliberate default.
8.4 Nothing in the Contract limits any liability that cannot legally be limited, including but not limited to liability for:
8.5 Subject to clause 8.4, the Supplier’s total liability to the Customer for all breaches of duty occurring within any contract year shall not exceed the cap.
8.6 In clause 8.5:
8.7 This clause 8.7 specifies excluded types of loss and exceptions:
8.8 This clause 8 shall survive termination of the Contract.
9.1 Either party may terminate the Contract by giving the other party one month’s written notice, without affecting any other right or remedy available.
9.2 Either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.3 The Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
9.3.3 The Supplier may suspend the supply of Services under the Contract or any other contract with the Customer if the Customer fails to pay any amount due under the Contract by the due date, becomes subject to events listed in clauses 9.2.2 to 9.2.4, or if the Supplier reasonably believes such events are imminent. Charges related to Supplier Materials remain payable by the Customer.
10.1 Upon termination of the Contract:
10.2 Termination or expiry of the Contract does not affect accrued rights, remedies, obligations, or liabilities of the parties, including the right to claim damages for any breach existing before termination or expiry.
10.3 Any provision of the Contract intended to come into or continue in force after termination or expiry shall remain in full effect.
11.1 Force Majeure
11.1.1 A “Force Majeure Event” means any circumstance beyond a party’s reasonable control, including but not limited to:
11.1.2 If a Force Majeure Event prevents, hinders or delays a party (the “Affected Party”) from performing any obligations under the Contract, the Affected Party shall not be in breach of the Contract or liable for any failure or delay in performance. The time for performance of such obligations shall be extended accordingly.
11.1.3 The corresponding obligations of the other party shall be suspended, and the time for performance of those obligations extended, to the same extent as those of the Affected Party.
11.1.4 The Affected Party shall:
11.1.5 If a Force Majeure Event prevents, hinders or delays the Affected Party’s performance of obligations for more than 12 weeks continuously, the other party may terminate the Contract by giving 4 weeks’ written notice to the Affected Party.
11.2 Assignment and other dealings
11.2.1 The Supplier may assign, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with any or all its rights and obligations under the Contract at any time.
11.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal with any of its rights and obligations under the Contract without prior written consent from the Supplier.
11.3 Confidentiality
11.3.1 Each party agrees not to disclose any confidential information concerning the other party’s business, affairs, customers, clients, or suppliers during the Contract and for five years after termination, except as permitted by clause 11.3.2.
11.3.2 Each party may disclose the other party’s confidential information to its employees, officers, representatives, subcontractors, or advisers who need such information to fulfil obligations under the Contract. The disclosing party shall ensure compliance with this confidentiality clause by its personnel.
11.3.3 Neither party shall use the other party’s confidential information for any purpose other than to fulfil its obligations under the Contract.
11.4 Entire Agreement
11.4.1 The Contract constitutes the entire agreement between the parties, superseding all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter.
11.4.2 Each party acknowledges that it does not rely on any statements, representations, assurances, or warranties (whether made innocently or negligently) that are not expressly set out in the Contract. Neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on statements not in the Contract.
11.4.3 This clause does not exclude or limit liability for fraud.
11.5 Variation
Except as set out in the Contract, no variation of the Contract shall be effective unless it is in writing and signed by authorized representatives of both parties.
11.6 Waiver
A waiver of any right or remedy under the Contract shall only be effective if given in writing. It shall not be deemed a waiver of any subsequent breach or default and shall not affect the other rights or remedies.
11.7 Severance
If any provision or part-provision of the Contract is found invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision or part-provision shall be deemed deleted. The validity and enforceability of the remaining provisions of the Contract shall not be affected.
11.8 Notices
11.8.1 Any notice or communication under the Contract shall be in writing and delivered by hand, pre-paid first-class post, or by email to the registered office (if a company) or principal place of business.
11.8.2 Notices shall be deemed received:
11.9 Third Party Rights
11.9.1 The Contract does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract unless expressly stated otherwise.
11.9.2 The parties may rescind or vary the Contract without the consent of any other person.
11.10 Governing Law
The Contract and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
11.11 Jurisdiction
Each party submits to the exclusive jurisdiction of the courts of England and Wales regarding any dispute arising out of or in connection with the Contract.
